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--12-31 2023 0001140625 TRUE Yes No Yes Yes ☒ 0001140625 2023-01-01 2023-12-31 0001140625 dei:AdrMember 2023-01-01 2023-12-31 0001140625 eqnr:OrdinarySharesNominalValueOfNok250EachMember 2023-01-01 2023-12-31 0001140625 dei:BusinessContactMember 2023-01-01 2023-12-31 0001140625 2023-12-31 xbrli:shares
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
20-F/A
Amendment No. 1
(Mark One)
☐
REGISTRATION STATEMENT
 
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934
OR
☒
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2023
OR
☐
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
to
OR
☐
 
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number
1-15200
Equinor ASA
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s Name Into English)
Norway
(Jurisdiction of Incorporation or Organization)
Forusbeen 50
,
N-4035
,
Stavanger
,
Norway
(Address of Principal Executive Offices)
Torgrim Reitan
Chief Financial Officer
Equinor ASA
Forusbeen 50
,
N-4035
Stavanger
,
Norway
Telephone No.: 011-
47
-
5199-0000
Fax No.: 011-47-
5199-0050
(Name, Telephone,
 
E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange On Which
Registered
American Depositary Shares
EQNR
New York Stock Exchange
Ordinary shares, nominal value of NOK
2.50
 
each
EQNR
New York Stock Exchange
*
*Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the
requirements of the Securities and Exchange Commission
Securities registered or to be registered pursuant to Section 12(g) of the Act:
 
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 
None
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the
period covered by the annual report.
Ordinary shares of NOK 2.50 each
2,944,733,144
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒
 
Yes
 
☐
No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐
 
Yes
 
☒
 
No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 from their obligations under those Sections.
☒
Yes
 
☐
No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files)
☒
Yes
 
☐
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
 
or an
emerging growth company. See the definitions of “large accelerated filer,”
 
“accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
☒
Accelerated filer
 
☐
Non-accelerated filer
 
☐
Emerging growth company
 
☐
 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,
 
indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards† provided pursuant to Section 13(a) of the Exchange Act
 
☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(b))
by the registered public accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.
 
 
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive
based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).
 
☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing:
U.S. GAAP
 
☐
International Financial Reporting Standards
 
as issued
by the International Accounting Standards Board
 
☒
 
Other
 
☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17
 
☐
Item 18
 
☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).
☐
Yes
 
☒
 
No
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Equinor ASA’s Annual report on Form 20-F for the fiscal year ended
December 31, 2023 (the “Form 20-F”), filed with the Securities and Exchange Commission on March 21, 2024 is
to correct hyperlinks to Exhibits 1, 2.1, 2.5, 8, 11, 12.1, 12.2, 13.1, 13.2, 15.1, 15.2, 15.3, 15.4, 15.5, 15.6, 15.7,
15.8 and 17 in Item 19.
No changes have been made to the Form 20-F other than those described above. This Amendment No. 1 to the
Form 20-F speaks as of the original filing date of the Form 20-F and does not modify or update in any way
disclosures made in the Form 20-F.
 
 
 
 
 
 
ITEM 19. EXHIBITS
Exhibit no
Description
Exhibit 1
Exhibit 2.1
Exhibit 2.2
Exhibit 2.3
Exhibit 2.4
Exhibit 2.5
Exhibit 2.6
Exhibit 2.7
Exhibit 4(a)(i)
Exhibit 4(a)(ii)
Exhibit 4(c)
Exhibit 8
Exhibit 11
Exhibit 12.1
Exhibit 12.2
Exhibit 13.1
)
Exhibit 13.2
)
Exhibit 15.1
Exhibit 15.2
Exhibit 15.3
Exhibit 15.4
Exhibit 15.5
Exhibit 15.6
Exhibit 15.7
Exhibit 15.8
Exhibit 17
Exhibit 101
Interactive Data Files (formatted in Inline XBRL
 
(Extensible Business Reporting Language)). Submitted
 
electronically
with the 2023 Form 20-
F.
Exhibit 104
Cover Page Interactive Data File (formatted as Inline
 
XBRL and contained in Exhibit 101).
1)
 
Furnished only.
The total amount of long term debt securities of Equinor
 
ASA and its subsidiaries authorised under instruments
 
other than those listed above does not exceed
 
10%
of the total assets of Equinor ASA and its subsidiaries on
 
a consolidated basis. The company agrees to
 
furnish copies of any such instruments to the Commission
upon request.
 
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it
 
has duly caused and
authorised the undersigned to sign this annual report on its behalf.
EQUINOR ASA
(Registrant)
By:
 
/s/ TORGRIM REITAN
Name:
 
Torgrim Reitan
Title:
 
Executive Vice President and Chief Financial Officer
Dated: 21 March 2024
 
exhibit1p1i0
Page 1 of 3
 
Classification:
 
Internal
www.equinor.com
Articles of association
 
Equinor
 
ASA
Effective from 10 May 2023
Article 1
The company’s name is Equinor ASA. The company is a public limited company.
The objective of Equinor ASA is to develop, produce and market various forms of energy and derived
products and services, as well as other business. The activities may also be carried out through
participation in or cooperation with other companies.
Article 2
The company’s registered office is located in the municipality of
 
Stavanger.
Article 3
The share capital of the company is NOK 7,507,761,512.50 divided into 3,003,104,605 shares of NOK 2.50
each.
Article 4
The board of directors of the company shall consist of 9-11
 
members. The board of directors, including the
chair and the deputy chair, shall be elected
 
by the corporate assembly. Deputy directors may
 
be elected in
respect of the directors elected by and among the employees in accordance with regulations stipulated in
or pursuant to the Public Limited Companies Act. The board of directors may be elected for up to two
years.
Article 5
The chair of the board alone, the chief executive officer alone or any two directors jointly may sign
 
for the
company. The board may grant powers of procuration.
 
Page 2 of 3
 
Classification:
 
Internal
www.equinor.com
Article 6
The board shall appoint the company’s chief executive officer and stipulate
 
his/her salary.
 
Article 7
The company shall have a corporate assembly consisting of 18 members and deputy members. The
annual general meeting shall elect 12 members and four deputy members for these 12 members. Six
members and deputies for these six members shall be elected by and among the employees of the
company in accordance with regulations stipulated in or pursuant to the Public Limited Companies Act.
 
The corporate assembly shall elect a chair and deputy chair from and among its members. The corporate
assembly shall hold at least 2 meetings annually.
 
Article 8
The annual general meeting shall be held each year by the end of June. Annual general meetings shall
 
be
held in the municipality of Stavanger or Oslo.
 
Article 9
Documents relating to matters to be dealt with by the company’s annual general meeting, including
documents which by law shall be included in or attached to the notice of the annual general meeting, do not
need to be sent to the shareholders if the documents are accessible on the company’s home pages.
 
A
shareholder may nevertheless request that documents, which relate to matters to be dealt with by the
company’s annual general meeting, be sent to him/her.
The annual general meeting shall address and decide the following matters:
1.
 
Adoption of the annual report and accounts, including the declaration of dividends.
2.
 
Any other matters which are referred to the annual general meeting by statute law or the articles of
association.
Shareholders are able to vote in writing, including through electronic communication, in a period before the
general meeting. The board of directors can stipulate guidelines for such advance voting. It must be stated
in the notice for the general meeting which guidelines have been set.
Article 10
The company shall be responsible for the marketing and sale of the state’s petroleum which
 
is produced
from the state’s direct financial interest (SDFI) on the Norwegian continental shelf,
 
as well as for the
marketing and sale of petroleum paid as royalty in accordance with the Petroleum Act of 29 November
1996 No 72. The annual general meeting of the company may by simple majority decide on further
instructions concerning the marketing and sale.
 
Page 3 of 3
 
Classification:
 
Internal
www.equinor.com
Article 11
The duties of the nomination committee are to submit a recommendation to
 
1.
 
the annual general meeting for the election of shareholder-elected members and deputy members of
the corporate assembly and remuneration of members of the corporate assembly;
2.
 
the annual general meeting for the election and remuneration of members of the nomination
committee;
3.
 
the corporate assembly for the election of shareholder-elected members of the board of directors and
remuneration of the members of the board of directors; and
4.
 
the corporate assembly for the election of the chair and the deputy chair of the corporate assembly.
 
The chair of the board of directors and the president and chief executive officer shall
 
be invited, without
having the right to vote, to attend at least one meeting of the nomination committee before it makes its final
recommendation.
The nomination committee consists of four members who must be shareholders or representatives of
shareholders and who shall be independent of the board of directors and the company's management. The
members of the nomination committee, including the chair,
 
shall be elected by the annual general meeting.
The chair of the nomination committee and one other member shall be elected from among the
shareholder-elected members of the corporate assembly.
 
The members of the nomination committee are
normally elected for a term of two years. Personal deputy members for one or more of the nomination
committee’s members may be elected in accordance with the same criteria as described above.
 
A deputy
member only meets for the member if the appointment of that member terminates before the term of office
has expired.
If the appointment of a member of the nomination committee terminates before the term of office
 
has
expired, the election of a new member can be deferred until the next general meeting of shareholders. If
that member has a personal deputy member, the deputy
 
member will function as a member of the
nomination committee until a new election has been held. If the appointment of the chair terminates
 
before
his/her term of office has expired, the committee elects from among its members a new chair to hold
 
office
until the next general meeting of shareholders.
 
The annual general meeting stipulates the remuneration to be paid to members of the nomination
committee. The company will cover the costs of the nomination committee.
The general meeting may adopt instructions for the nomination committee.
 
 
 
 
EXHIBIT 2.1
 
DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
As of 31 December 2023, Equinor ASA (“Equinor,” the “company,”
 
“we,” “us,” and
“our”) had the following series of securities registered pursuant to Section 12(b) of
the Act:
Title of each class
 
Trading symbol(s)
 
Name of each exchange on
which registered
American Depositary Shares
 
EQNR
 
New York
 
Stock Exchange
Ordinary shares, nominal value
of NOK 2.50 each
 
 
 
New York
 
Stock Exchange*
*
 
Listed, not for trading, but only in connection with the registration of American
Depositary Shares, pursuant to the requirements of the Securities and Exchange
Commission (the “SEC”)
Capitalized terms used but not defined herein have the meanings given to them in
our annual report on Form 20-F for the fiscal year ended 31 December 2023 (the
“Annual Report”).
ORDINARY SHARES
General
 
This is a summary of material information relating to our share capital, including
summaries of certain provisions of our articles of association and the applicable
Norwegian law in effect at the date of the Annual Report, including the Norwegian
Public Limited Liability Companies Act. You
 
should refer to the full text of our articles
of association in English, which is filed as Exhibit 1 to the Annual Report.
Share Capital
As of 31 December 2023, our authorised share capital was NOK 7,507,761,512.50,
divided into 3,003,104,605 ordinary shares, with a nominal value of NOK 2.50 per
ordinary share. The ordinary shares are in registered form. As of 31 December 2023,
2,944,733,144 ordinary shares were issued and outstanding (excluding repurchased
shares).
We have only one class of shares and all shares have voting rights. The holders of
shares are entitled to receive dividends as and when declared and are entitled to
one vote per share at the annual general meeting of the company.
Authorisation to Acquire Our Own Shares
The annual general meeting authorised on 10 May 2023, the board of directors to
acquire Equinor ASA shares in the market, on behalf of the company, with a nominal
value of up to NOK 235,000,000. The board of directors is authorised to decide at
what price within minimum and maximum prices per share of NOK 50 and NOK
1,000, respectively, and at
 
what time such acquisition shall take place. Shares
acquired pursuant to this authorisation can only be used for annulment through a
reduction of the company’s share capital, pursuant to the Norwegian Public Limited
Liability Companies Act section 12-1. The authorisation is valid until the next annual
general meeting, but not beyond 30 June 2024.
Further, on 10 May 2023, the annual general meeting authorised the board of
directors to acquire Equinor ASA shares in the market, on behalf of the company,
with a nominal value of up to NOK 27,500,000 to continue operation of the share
savings plan for employees. The board of directors is authorised to decide the price
within minimum and maximum prices per share of NOK 50 and NOK 1,000,
respectively, and the time of such acquisition. Shares acquired pursuant to this
authorisation may only be used for sale and transfer to employees of the Equinor
group as a part of the group’s share savings plan and long-term incentive plan, as
approved by the board of directors. The authorisation is valid until 30 June 2024.
General Meetings
In accordance with Norwegian law, our annual general meeting of shareholders is
required to be held each year on or prior to June 30. The meeting addresses and
decides adoption of the annual report and accounts, including the distribution of any
dividend and any other matters required by law or the articles of association.
Norwegian law requires that written notice of general meetings be sent to all
shareholders whose addresses are known at least 21 days prior to the date of the
meeting. A shareholder may vote at the general meeting either in person or by proxy.
 
Norwegian law does not require us to send proxy forms to our shareholders for
general meetings as long as such proxy forms are made available on our webpage
and the notice for general meetings includes the link to such website. However, we
plan to continue to send proxy forms with future notices of general meetings.
Our articles of association provide that shareholders may vote in writing, including
through electronic communication, during a specified period before the general
meeting. Our board of directors adopted guidelines for such advance voting in March
2012, and these guidelines are described in the notices of the annual general
meetings.
 
In addition to the annual general meeting, extraordinary general meetings of
shareholders may be held if deemed necessary by the board of directors, the
corporate assembly or the Chair of the corporate assembly. An extraordinary general
meeting must also be convened for the consideration of specific matters at the
written request of our auditors or of shareholders representing a total of at least 5%
of the outstanding share capital.
 
Voting Rights
All of our ordinary shares carry equal right to vote at general meetings. Except as
otherwise provided, decisions which shareholders are entitled to make pursuant to
Norwegian law or our articles of association may be made by a simple majority of the
votes cast. In the case of elections, the persons who obtain the most votes cast are
deemed elected. However, certain decisions, including, but not limited to resolutions
to waive preferential rights in connection with any share issue, to approve a merger
or demerger, to amend our articles of association, to authorise an increase or
reduction in our share capital, to issue convertible loans and certain other financial
instruments or to authorise the board of directors to purchase shares, must receive
the approval of at least two-thirds of the aggregate number of votes cast as well as
two-thirds of the share capital represented at a shareholders’ meeting.
 
The record date for attending and voting at the general meeting is five business days
prior to the general meeting (the “Record Date”). The notice of the general meeting
shall state the time of the Record Date. Beneficial owners of shares which are
registered in the name of a nominee, including for this purpose beneficial owners of
American Depositary Shares ("ADSs") are generally entitled to vote at the general
meeting with respect to shares they beneficially own on the Record Date. According
to the Norwegian Public Limited Liability Companies Act § 1-8, as well as regulations
on intermediaries covered by the Central Securities Act § 4-5 and related
implementing regulations, the notice of the general meeting is sent to custodians
who pass the notice on to shareholders for whom they hold shares. Shareholders
must communicate with their custodians, who are responsible for conveying votes,
proxies or enrollment. Custodians must according to Section 5-3 of the Public
Limited Liability Companies Act register participation by owners of nominee-
registered shares in the general meeting with the company no later than 2 working
days before the general meeting.
The Central Securities Depository and Transfer of Shares
Euronext Securities Oslo (Verdipapirsentralen ASA, “ES-OSL” or “VPS”) is Norway’s
central securities depository. It is a computerized bookkeeping system in which the
ownership of, and all transactions relating to, Norwegian listed shares must be
recorded. Our share register is operated through the VPS System.
 
All transactions relating to securities registered with the VPS System are made
through computerized book entries. No physical share certificates are or can be
issued. The VPS System confirms each entry by sending a transcript to the
registered shareholder regardless of beneficial ownership. To
 
effect these entries,
the individual shareholder must establish a securities’ account with a Norwegian
account agent. Norwegian banks, the Central Bank of Norway, authorised
investment firms in Norway, and Norwegian branches of credit institutions
established within the European Economic Area are allowed to act as account
agents.
The entry of a transaction in the VPS System is
prima facie
 
evidence in determining
the legal rights of parties as against the issuing company or a third party claiming an
interest in the subject security.
 
The VPS System is liable for any loss suffered as a result of faulty registration or an
amendment to, or deletion of, rights in respect of registered securities unless the
error is caused by matters outside the VPS’ control, the consequences of which the
VPS could not reasonably be expected to avoid or overcome. Damages payable by
the VPS may, however,
 
be reduced in the event of contributory negligence by the
aggrieved party. A transferee or assignee of shares may not exercise the rights of a
shareholder with respect to his or her shares unless that transferee or assignee has
registered his or her shareholding or has reported and shown evidence of such
share acquisition and the acquisition of such shares is not prevented by law, our
articles of association or otherwise.
Amendments to our Articles of Association, including Variation of Rights
The affirmative vote of at least two-thirds of the votes cast and of the share capital
represented at the general meeting is required to amend our articles of association.
Any amendment, or other resolution, which would reduce any shareholder’s right in
respect of dividend payments or other rights to our assets or restrict the
transferability of shares requires a majority vote of at least 90% of the aggregate
share capital represented in a general meeting, as well as the majority required for
the amendment of the articles of association. Because the Norwegian State, acting
through the Ministry of Trade, Industry and Fisheries, holds more than two-thirds of
the shares in the company, it currently has the sole power to amend our articles of
association.
Certain types of changes in the rights of our shareholders require the consent of all
affected shareholders. If such resolutions only affect some of the shareholders, the
resolutions require the support of all affected shareholders, as well as the majority
required for the amendment of the articles of association.
Additional Issuances and Preferential Rights
If we issue any new shares, including bonus share issues, our articles of association
must be amended, which requires the same vote as other amendments to our
articles of association. In addition, under Norwegian law, our shareholders have a
preferential right to subscribe to new shares issued by us. The preferential rights to
subscribe to an issue may be waived by a resolution in a general meeting passed by
the same percentage threshold required to approve amendments to our articles of
association.
The general meeting may,
 
with a majority vote as described above, authorise the
board of directors to issue new shares, and to waive the preferential rights of
shareholders in connection with such issuances. Such authorisation may be effective
for a maximum of two years, and the total par value of the shares to be issued may
not exceed 50% of the registered share capital when the authorisation is registered
in the Norwegian Register of Business Enterprises.
The issuance of shares to holders who are citizens or residents of the United States
upon the exercise of preferential rights may require us to file a registration statement
in the United States under United States securities laws. If we decide not to file a
registration statement, these holders may not be able to exercise their preferential
rights.
 
Under Norwegian law, bonus share issues may be distributed, subject to shareholder
approval, by transfer from our distributable equity. Any bonus issues may be effected
either by issuing shares or by increasing the par value of the shares outstanding.
Minority Rights
Norwegian law contains a number of protections for minority shareholders against
oppression by the majority including but not limited to those described in this
paragraph. Any shareholder may petition the courts to have a decision of the general
meeting declared invalid on the grounds that it was unlawfully adopted or is
otherwise in conflict with statute or the articles of association of the company. In
certain grave circumstances shareholders may require the courts to dissolve the
company as a result of such a decision. A shareholder may also demand a
dissolution if any of the company’s bodies has adopted a decision which is suited to
give certain shareholders or others an unreasonable benefit at the expense of other
shareholders or the company.
 
Minority shareholders holding 5% or more of our share capital have a right to
demand that we hold an extraordinary general meeting to discuss or resolve specific
matters. In addition, any shareholder may demand that we place an item on the
agenda for any general meeting if we are notified at least within seven days before
the deadline for convening the general meeting.
 
Mandatory Bid Requirement
Norwegian law requires any person, entity or consolidated group that acquires more
than one-third of the voting rights of a Norwegian company listed on a Norwegian
regulated market, such as the Oslo Stock Exchange (“OSE”), to make, within four
weeks of such acquisition, an unconditional general offer to acquire the remaining
shares in that company. The mandatory bid obligation ceases to apply if the person
subject to the obligation disposes of the portion of shares exceeding the mandatory
bid threshold within such four week period. The party must immediately notify the
stock exchange and the company when it enters into an agreement to acquire
shares that will trigger the duty to make a mandatory offer. Until a bid is made, or a
sale is effective, the relevant party cannot vote the portion of its shares which
exceeds the mandatory bid threshold or exercise any rights of share ownership in
respect of such shares, other than the right to receive dividends and preferential
rights in the event of a share capital increase.
The offer is subject to approval by the Oslo Stock Exchange in its capacity as
Norwegian takeover supervisory authority before submission of the offer to the
shareholders. The offer must be in cash or contain a cash alternative at least
equivalent to any other consideration offered. The bid price shall be at least as high
as the highest payment the offeror has made or agreed to make in the six-month
prior to the time the mandatory bid obligation was triggered, but equal to the market
price if it is clear that the market price was higher at the point the mandatory bid
obligation was triggered. The period for acceptance of the bid must be within four
and six weeks.
A shareholder that fails to make a bid within the four week period may not, as long
as the mandatory bid requirement applies and unless the remaining shareholders so
approve, exercise rights of share ownership with respect to all its shares other than
the right to receive dividends and preferential rights in the event of a share capital
increase. In addition, the takeover supervisory authority may impose a daily fine
upon a shareholder who fails to make the required offer. If no bid is made, and the
period allowed for sale is exceeded, the takeover supervisory authority may sell the
shares under the rules governing forced sales.
Any person, entity or consolidated group that owns shares representing more than
one-third of the voting rights in a company is obliged to make an offer to acquire the
remaining shares of the company if the person, entity or consolidated group
becomes the owner of shares representing 40% or more of the voting rights in the
company through an acquisition (repeated mandatory offer obligation). The same
applies if the shareholder becomes the owner of 50% or more of the voting rights in
the company through an acquisition.
Compulsory Acquisition
A shareholder who, directly or via subsidiaries, acquires shares representing more
than 90% of the total number of issued shares, as well as more than 90% of the total
voting rights, has the right to effect a compulsory acquisition for cash of any shares
not already owned by the majority shareholder (and each remaining minority
shareholder of that company would have the right to require the majority shareholder
to effect a compulsory acquisition for cash of the shares not already owned by such
majority shareholder). A compulsory acquisition has the effect that the majority
shareholder becomes the owner of the shares of the minority shareholders with
immediate effect.
A majority shareholder who effects a compulsory acquisition is required to offer the
minority shareholders a specific price per share. The determination of the offer price
is at the discretion of the majority shareholder. However,
 
where the shareholder,
after making a mandatory or voluntary offer, has acquired more than 90% of the
voting shares of a company and a corresponding proportion of the voting rights, and
the shareholder completes a compulsory acquisition of the remaining shares within
three months after the expiry of the offer period, the redemption price shall be
determined on the basis of the offer price in the mandatory / voluntary offer unless
specific reasons indicate another price.
Should any minority shareholder not accept the offered price, such minority
shareholder must notify the majority shareholder within a specified period of not less
than two months. If the parties do not come to an agreement on the offer price, each
party can request that the price be set by the Norwegian courts. The cost of such
court procedure would normally be charged to the account of the majority
shareholder, and the courts would have full discretion in determining the
consideration due to the minority shareholder as a result of the compulsory
acquisition on the basis of the true value of the company.
Our Directors and Corporate Assembly
We have a corporate assembly comprising 18 members. At the general meeting of
shareholders, two-thirds of the members of the corporate assembly are normally
elected for a term of two years, together with deputy members, while the remaining
one-third, together with deputy members, are elected by and from among our
employees. There is no quorum requirement, and nominees who receive the most
votes are elected. Any shareholder at the meeting may place nominations before the
meeting. A member of the corporate assembly (other than a member elected by
employees) may be removed by the shareholders at any time without cause.
We have a nomination committee that makes recommendations to the general
meeting regarding the election of shareholder-elected members of the corporate
assembly and their deputies. The committee consists of four members who must be
shareholders or representatives of shareholders and who must be independent of
the board of directors and the company’s management. The members of the
nomination committee, including the chair, are elected by the annual general
meeting. The chair of the committee and one other member are elected among the
shareholder-elected members of the corporate assembly. Each member is elected
for a two-year term.
 
Our articles of association provide that the board of directors consists of 9 to 11
directors. Our directors are elected by our corporate assembly to the board of
directors for a period of up to two years and may also be removed from office by our
corporate assembly. If requested by at least one third of the members of the
corporate assembly, up to one-third of the directors must be employee
representatives. Our nomination committee makes recommendations to the
corporate assembly regarding the election of shareholder-elected directors of the
board and their deputies (if any). Half of the corporate assembly members elected by
the employees may demand that the members of the board of directors be elected
by the shareholder-elected members of the corporate assembly and the employee-
elected members of the corporate assembly, each voting as a separate group. A
director (other than a director elected directly by the employee members) may be
removed at any time by the corporate assembly without cause.
The corporate assembly makes decisions by majority vote, and more than half must
be present for a quorum. If votes are tied, the chair of the meeting casts the deciding
vote.
Payment of Dividends
We announce dividends on a quarterly basis. The board of directors approves first to
third quarter interim dividends based on an authorisation from the general meeting,
while the annual general meeting approves the fourth quarter (and total annual)
dividend based on a proposal from the board. When deciding the interim dividends
and recommending the total annual dividend level, the board of directors will take
into consideration expected cash flow, capital expenditure plans, financing
requirements and appropriate financial flexibility.
 
In addition to cash dividends, Equinor might buy back shares as part of the
distribution of capital to the shareholders.
The shareholders at the annual general meeting may vote to reduce, but may not
increase, the dividend proposed by the board of directors. Equinor announces
dividend payments in connection with quarterly results. Payment of quarterly
dividends is expected to take place approximately four months after the
announcement of each quarterly dividend.
Equinor declares dividends in USD. Dividends in NOK per share will be calculated
and communicated four business days after the dividend record date for
shareholders at Oslo Børs.
Rights of Redemption and Repurchase of Shares
Our articles of association do not authorise the redemption of shares. In the absence
of authorisation, the redemption of shares may still be decided by a general meeting
of shareholders by a two-thirds majority under certain conditions. However, the share
redemption would, for all practical purposes, depend on the consent of all
shareholders whose shares are redeemed.
A Norwegian company may purchase its own shares if an authorisation to do so has
been given by a general meeting with the approval of at least two-thirds of the
aggregate number of votes cast as well as twothirds of the share capital represented
at the meeting. The aggregate par value of treasury shares held by the company
must not exceed 10% of the company’s share capital and treasury shares may only
be acquired if the company’s distributable equity,
 
according to the latest adopted
balance sheet, exceeds the consideration to be paid for the shares. The
authorisation by the general meeting cannot be given for a period exceeding two
years. See “Authorisation to Acquire Our Own Shares” above.
Shareholders’ Votes on Certain Reorganizations
A decision to merge with another company or to demerge requires a resolution of our
shareholders at a general meeting passed by a two-thirds majority of the aggregate
votes cast as well as two-thirds of the aggregate share capital represented at the
general meeting. A merger plan or demerger plan signed by the board of directors
along with certain other required documentation must be made available to the
shareholders on the company’s website at least one month prior to the shareholders’
meeting.
 
Material Agreements
 
The general meeting must approve any material agreement between Equinor and a
related party. A material agreement
 
comprises agreements under which the fair
value of the company’s obligations exceed 2.5% of Equinor’s total equity and
liabilities, as presented on its last approved annual financial statement. In voting on
whether to grant such approval, voting rights cannot be exercised in respect of
shares held by the related party or by another enterprise in the same company
group. The general meeting’s approval is not required for agreements concluded
with a wholly owned subsidiary or in the ordinary course of business entered into on
customary business terms and principles. Additional exceptions follow from the
Norwegian Public Limited Liability Companies Act.
 
Liability of Directors
Our directors, the Chief Executive Officer and the members of the corporate
assembly owe a fiduciary duty to the company and its shareholders. Their fiduciary
duty requires that they act in our best interests when exercising their functions and
exercise a general duty of loyalty and care toward us. Their principal task is to
safeguard the interests of the company.
Our directors, the Chief Executive Officer and the members of the corporate
assembly can each be held liable for any damage they negligently or wilfully cause
us. Norwegian law permits the general meeting to exempt any such person from
liability, but the exemption is not binding if substantially correct and complete
information was not provided at the general meeting when the decision was taken. If
a resolution to grant such exemption from liability or to not pursue claims against
such a person has been passed by a general meeting with a smaller majority than
that required to amend our articles of association, shareholders representing more
than 10% of the share capital or (if there are more than 100 shareholders) more than
10% of the number of shareholders may pursue the claim on our behalf and in our
name. The cost of any such action is not our responsibility, but can be recovered by
any proceeds we receive as a result of the action. If the decision to grant exemption
from liability or to not pursue claims is made by such a majority as is necessary to
amend the articles of association, the minority shareholders cannot pursue the claim
in our name.
Indemnification of Directors and Officers
Neither Norwegian law nor our articles of association contain any provision
concerning indemnification by us of our board of directors.
 
Distribution of Assets on Liquidation
Under Norwegian law, a company may be wound-up by a resolution of the
company’s shareholders in a general meeting passed by both a two-thirds majority of
the aggregate votes cast and two-thirds of the aggregate share capital represented
at the meeting. The shares rank equal in the event of a return on capital by the
company upon a winding-up or otherwise.
Exchange Controls and Other Limitations Affecting Shareholders of a
Norwegian Company
Under the Norwegian foreign exchange control law, transfers of capital to and from
Norway are not subject to prior government approval. An exception applies to the
physical transfer of payments in currency exceeding certain thresholds, which must
be declared to the Norwegian custom authorities. This means that non-Norwegian
resident shareholders may receive dividend payments without Norwegian exchange
control consent as long as the payment is made through an institution licensed to
provide payment services. Transferring banks are required to submit reports on
foreign currency exchange transactions into and out of Norway into a central data
register maintained by the Norwegian tax authorities. The Norwegian police, tax
authorities, customs and excise authorities, the Labour and Welfare Administration
and the Norwegian FSA have electronic access to the data in this register, and
certain other entities also have access such as the Norwegian central bank, the
Norwegian Ministry of Foreign Affairs and trustees in bankruptcy estates.
There are no restrictions affecting the rights of non-Norwegian residents or foreign
owners to hold or vote for our shares.
AMERICAN DEPOSITARY
 
SHARES
This section summarizes certain material provisions of the Amended and Restated
Deposit Agreement, dated as of 4 February 2019, among Equinor ASA, JPMorgan
Chase Bank, N.A., as depositary, and the holders from time to time of American
Depositary Receipts (“ADRs”). We refer to this agreement as the “deposit
agreement.” We do not, however, describe every aspect of the deposit agreement,
which has been filed as an exhibit to our registration statement on Form F-6, filed on
13 October 2022. You
 
should read the deposit agreement for a more detailed
description of the terms of the ADRs. Additional copies of the deposit agreement are
available for inspection at the principal office of the depositary in New York,
 
which is
presently located at 383 Madison Avenue, Floor 11,
 
New Yo
 
rk, New York, 10179.
American Depositary Receipts
The depositary issued ADRs evidencing American depositary shares pursuant to the
deposit agreement. Each ADS represents one ordinary share. Only persons in
whose names ADRs are registered on the books of the depositary will be treated by
the depositary and us as holders of ADRs. Unless certificated ADRs are specifically
requested by you, all ADSs will be issued on the books of our depositary in book-
entry form and periodic statements will be mailed to you which reflect your ownership
interest in such ADSs. In our description, references to American depositary receipts
or ADRs shall include the statements you will receive which reflect your ownership of
ADSs.
You
 
may hold ADSs either directly or indirectly through your broker or other financial
institution. If you hold ADSs directly, by having an ADS registered in your name on
the books of the depositary, you are an ADR holder.
 
This description assumes you
hold your ADSs directly. If you hold the ADSs through your broker or financial
institution nominee, you must rely on the procedures of such broker or financial
institution to assert the rights of an ADR holder described herein. You should consult
with your broker or financial institution to find out what those procedures are.
Pursuant to the terms of the deposit agreement, registered holders of ADRs and all
persons holding any interest in ADRs and/or ADSs will be subject to any applicable
disclosure requirements regarding acquisition and ownership of, or interests in,
ordinary shares as are applicable pursuant to the terms of our articles of association
or other provisions of or governing the ordinary shares. In order to enforce such
disclosure requirements, we reserve the right to instruct ADR holders to deliver their
ADSs for cancellation and withdrawal of the deposited securities so as to permit us
to deal directly with the holder thereof as a holder of ordinary shares, and, by being a
holder of an ADR, ADR holders are contractually agreeing to comply with such
instructions. The depositary has agreed, subject to the terms and conditions of the
deposit agreement, to cooperate with Equinor in its efforts to inform ADR holders of
any exercise by us of our rights to instruct ADR holders to deliver their ADSs for
cancellation, and to consult with and provide us with reasonable assistance without
risk, liability or expense on the part of the depositary, on the manner or manners in
which we may enforce such rights with respect to any ADR holder.
The depositary will keep, at its transfer office, (i) a register for the registration,
registration of transfer, combination and split-up of ADRs, which at all reasonable
times will be open for inspection by holders of ADRs and us for the purpose of
communicating with holders in the interest of our business or a matter relating to the
deposit agreement and (ii) facilities for the delivery and receipt of ADRs.
Deposit, Transfer and Withdrawal
The depositary has agreed that upon delivery of our ordinary shares (or rights to
receive our ordinary shares from us or any registrar, transfer agent, clearing agency
or other entity recording ordinary share ownership or transactions for us) to their
custodian, which is currently Nordea Bank ABP,
 
filial i Norge, and in accordance with
the procedures set forth in the deposit agreement, the depositary will issue ADRs for
delivery at its designated transfer office.
Upon surrender at the office of the depositary of an ADR for the purpose of
withdrawal of the deposited securities represented by the ADSs evidenced by such
ADR, and upon payment of the fees, governmental charges and taxes provided in
the deposit agreement, and subject to the terms and conditions of the deposit
agreement, the holder of such ADR will be entitled to delivery to such holder or upon
such holder’s order, as permitted by applicable law,
 
of the amount of deposited
securities at the time represented by the ADS evidenced by such ADR. The
custodian will ordinarily deliver such deposited securities at or from its office. The
forwarding of deposited securities for delivery at any other place specified by the
holder will be at the risk and expense of the holder.
Dividends, Other Distributions and Rights
To
 
the extent practicable, the depositary will distribute to you, in proportion to the
number of ADSs you hold, any U.S. dollars available to the depositary resulting from
a cash dividend or other cash distribution or the net proceeds of sales of any other
distribution that it receives in respect of the deposited securities. Such a distribution
will be subject to (i) appropriate adjustments for taxes withheld, (ii) the
impermissibility or impracticability of such distribution with respect to certain holders
and (iii) the deduction of the depositary and/or its agents’ fees and expenses in (1)
converting any foreign currency to U.S. dollars by sale or in such other manner as
the depositary may determine, to the extent that it determines that such conversion
may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars
to the United States by such means as the depositary may determine, to the extent
that it determines that such transfer may be made on a reasonable basis, (3)
obtaining any approval or license of any governmental authority required for such
conversion or transfer, which is obtainable at a reasonable cost and within a
reasonable time and (4) making any sale by public or private means in any
commercially reasonable manner. To
 
the extent that the depositary determines in its
discretion that any distribution under the terms of the deposit agreement is not
practicable with respect to any holder, the depositary may make such distribution as
it so deems practicable, including the distribution of foreign currency, securities or
property (or appropriate documents evidencing the right to receive foreign currency,
securities or property) or the retention thereof as deposited securities with respect to
such holder’s ADRs (without liability for interest thereon or the investment thereof).
See “Ordinary Shares—Payment of Dividends” above.
If any distribution on deposited securities consists of a dividend in, or free distribution
of, ordinary shares, the depositary will, to the extent practicable, distribute to you, in
proportion to the number of ADSs you hold, additional ADRs evidencing an
aggregate number of ADSs that represents the amount of ordinary shares received
as such dividend or free distribution. In lieu of delivering ADRs for fractional ADSs in
the event of any such dividend or free distribution, the depositary shall sell the
number of ordinary shares represented by the aggregate of such fractions and
distribute the net proceeds to holders entitled thereto.
If we offer or cause to be offered to holders of deposited securities any rights to
subscribe for additional shares or rights of any nature, the depositary will to the
extent practicable distribute warrants or other instruments, in its discretion,
representing rights to acquire additional ADRs in respect of any rights that have
been made available to the depositary as a result of a distribution on deposited
securities, to the extent that we timely furnish to the depositary evidence satisfactory
to the depositary that the depositary may lawfully distribute the same. We have no
obligation to furnish such evidence, and to the extent that we do not furnish such
evidence and the sales of rights are practicable, the depositary will distribute any
U.S. dollars available to the depositary from the net proceeds of sales of rights, as in
the case of cash, or, to the extent that we do not furnish such evidence and such
sales cannot practicably be accomplished by reason of the non-transferability of the
rights, limited markets therefor, their short duration, or otherwise, the depositary will
distribute nothing (and any rights may lapse).
The depositary will not offer rights to holders having an address in the U.S. unless
both the rights and the securities to which such rights relate are either exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”) with
respect to a distribution to all holders or are registered under the provisions of the
Securities Act. Notwithstanding any terms of the deposit agreement to the contrary,
we shall have no obligation to prepare and file a registration statement in respect of
any such rights.
Whenever the depositary shall receive any distribution other than cash, ordinary
shares or rights in respect of the deposited securities, the depositary will to the
extent practicable distribute securities or property available to the depositary
resulting from such distribution to the holders entitled thereto by any means that the
depositary may deem equitable and practicable, or, to the extent that the depositary
deems distribution of such securities or property to not be equitable and practicable,
any U.S. dollars available to the depositary from the net proceeds of sales of such
securities or property, as in the case of cash.
Whenever we intend to distribute a dividend payable at the election of the holders of
ordinary shares in cash or in additional shares, we shall give notice thereof to the
depositary at least 30 days prior to the proposed distribution stating whether or not
we wish such elective distribution to be made available to ADR holders. Upon receipt
of notice indicating that we wish such elective distribution to be made available to
ADR holders, the depositary shall consult with us to determine, and we shall assist
the depositary in its determination, whether it is lawful and reasonably practicable to
make such elective distribution available to the ADR holders. The depositary shall
make such elective distribution available to ADR holders only if (i) we shall have
timely requested that the elective distribution is available to ADR holders, (ii) the
depositary shall have determined that such distribution is reasonably practicable and
(iii) the depositary shall have received satisfactory documentation within the terms of
the deposit agreement including, without limitation, any legal opinions of counsel in
any applicable jurisdiction that the depositary in its reasonable discretion may
request, at our expense. If the above conditions are not satisfied, the depositary
shall, to the extent permitted by law, distribute to the ADR holders, on the basis of
the same determination as is made in the local market in respect of the ordinary
shares for which no election is made, either (x) cash or (y) additional ADSs
representing such additional ordinary shares. If the above conditions are satisfied,
the depositary shall establish a record date and establish procedures to enable ADR
holders to elect the receipt of the proposed dividend in cash or in additional ADSs.
We shall assist the depositary in establishing such procedures to the extent
necessary. Nothing herein shall obligate the depositary to make available to ADR
holders a method to receive the elective dividend in ordinary shares (rather than
ADSs). There can be no assurance that ADR holders generally, or any holder in
particular, will be given the opportunity to receive elective distributions on the same
terms and conditions as the holders of ordinary shares.
If the depositary determines that any distribution of property other than cash
(including ordinary shares or rights) on deposited securities is subject to any tax
which the depositary or the custodian is obligated to withhold, the depositary may
dispose of all or a portion of such property in such amounts and in such manner as
the depositary deems necessary and practicable to pay such taxes, by public or
private sale, and the depositary will distribute the net proceeds of any such sale or
the balance of any such property after deduction of such taxes to the holders entitled
thereto.
Changes Affecting Deposited Securities
Pursuant to the terms of the deposit agreement, the depositary may, in its discretion,
and will if we so reasonably request, amend the ADRs or distribute additional or
amended ADRs (with or without calling for the exchange of any ADRs) or cash,
securities or property on the record date set by the depositary therefor to reflect any
change in par value, split-up, consolidation, cancellation or other reclassification of
deposited securities, any share distribution or any distribution other than cash,
ordinary shares or rights, which in each case is not distributed to holders or any
cash, securities or property available to the depositary in respect of the deposited
securities from (and the depositary is authorised to surrender any deposited
securities to any person and, irrespective of whether such deposited securities are
surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise,
to sell by public or private sale any property received in connection with) any
recapitalization, reorganization, merger, consolidation, liquidation, receivership,
bankruptcy or sale of all or substantially all of our assets, and to the extent that the
depositary does not so amend the ADRs or make a distribution to holders to reflect
any of the foregoing, or the net proceeds thereof, whatever cash, securities or
property results from any of the foregoing shall constitute deposited securities and
each ADS evidenced by an ADR shall automatically represent its pro rata interest in
the deposited securities as then constituted. Promptly upon the occurrence of any of
the aforementioned changes affecting deposited securities, we shall notify the
depositary in writing of such occurrence and as soon as practicable after receipt of
such notice, may instruct the depositary to give notice thereof, at our expense, to
holders in accordance with the provisions of the deposit agreement. Upon receipt of
such instruction, the depositary shall give notice to the holders in accordance with
the terms of the deposit agreement, as soon as reasonably practicable.
Record Dates
The depositary may, after consultation with us if practicable, fix a record date (which,
to the extent applicable, shall be as near as practicable to any corresponding record
date set by us) for the determination of the holders who shall be responsible for the
fee assessed by the depositary for administration of the ADR program and for any
expenses provided in the deposit agreement as well as for the determination of the
holders who shall be entitled to receive any distribution on or in respect of deposited
securities, to give instructions for the exercise of any voting rights, to receive any
notice or to act in respect of other matters and only such holders shall be so entitled
or obligated.
Voting of Deposited Securities
Subject to the following sentence, as soon as practicable after receipt of notice of
any meetings at which the holders of ordinary shares are entitled to vote, or of
solicitation of consents or proxies from holders of ordinary shares or other deposited
securities, the depositary shall fix the ADS record date in accordance with the
deposit agreement in respect of such meeting or solicitation of consent or proxy. The
depositary shall, if we request in writing in a timely manner (the depositary having no
obligation to take any further action if the request shall not have been received by
the depositary at least 30 days prior to the date of such vote or meeting) and at our
expense and provided no legal prohibitions exist, distribute to holders a notice
stating:
1. such information as is contained in such notice and any solicitation materials;
2. that each holder on the record date set by the depositary therefor will, subject to
any applicable provisions of Norwegian law, be entitled to instruct the depositary as
to the exercise of the voting rights, if any, pertaining to the deposited securities
represented by the ADSs evidenced by such holder’s ADRs; and
3. the manner in which such instructions may be given, including without limitation,
any requirements that ADSs be blocked for a specified period of time leading up to
and including the date of such meeting or solicitation and/or ordinary shares
represented by ADSs for which instructions are provided be registered on the books
of Equinor in the name of the instructing holder.
Upon actual receipt by the ADR department of the depositary of instructions of a
holder on such record date in the manner and on or before the time established by
the depositary for such purpose and timely compliance by the ADR holder with any
requirements notified by the depositary, the depositary shall endeavor,
 
insofar as
practicable and permitted under the provisions of, or governing, deposited securities,
to vote or cause to be voted the deposited securities represented by such holder’s
ADRs in accordance with such instructions. The depositary will not itself exercise
any voting discretion in respect of any deposited securities. There is no guarantee
that holders generally or any holder in particular will receive the notice described
above with sufficient time to comply with the voting requirements set forth in the
notice referenced above or to enable such holder to return any voting instructions to
the depositary in a timely manner.
 
Notwithstanding anything contained in the deposit agreement or any ADR, the
depositary may, to the extent not prohibited by law or regulations, or by the
requirements of the stock exchange on which the ADSs are listed, in lieu of
distribution of the materials provided to the depositary in connection with any
meeting of, or solicitation of consents or proxies from, holders of deposited
securities, distribute to holders of ADRs a notice that provides such holders with, or
otherwise publicizes to such holders, instructions on how to retrieve such materials
or receive such materials upon request (i.e., by reference to a website containing the
materials for retrieval or a contact for requesting copies of the materials).
ADR holders are strongly encouraged to forward their voting instructions as soon as
possible. Voting instructions will not be deemed received until such time as the ADR
department responsible for proxies and voting has received such instructions
notwithstanding that such instructions may have been physically received by the
depositary prior to such time.
 
The depositary and its agents may rely and shall be protected in acting upon the
opinion(s) of our counsels with respect to all matters relating to voting under
Norwegian Law, rule and/or regulation.
Reports and Other Communications
We have delivered to the depositary,
 
the custodian and any transfer office, on the
SEC’s website, or upon request from the depositary (which request may be refused
by the depositary at its discretion), a copy of all provisions of or governing the
ordinary shares and any other deposited securities issued by us or any of our
affiliates and, promptly upon any change thereto, we will deliver to the depositary,
the custodian and any transfer office, a copy (in English or with an English
translation) of such provisions as so changed.
Amendment and Termination of the Deposit Agreement
Subject to the provisions of the deposit agreement, the ADRs and the deposit
agreement may at any time be amended by us and the depositary without your
consent; provided that any amendment that imposes or increases any fees or
charges (other than stock transfer or other taxes and other governmental charges,
transfer or registration fees, SWIFT,
 
cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or which otherwise prejudices any
substantial existing right of yours, will take effect 30 days after notice of any such
amendment has been given to ADR holders. Every holder of an ADR at the time any
amendment to the deposit agreement so becomes effective will be deemed by
continuing to hold such ADRs to consent and agree to such amendment and to be
bound by the deposit agreement as amended thereby. In no event may any
amendment impair the right of any holder of ADRs to surrender such ADRs and
receive the deposited securities represented thereby, except in order to comply with
mandatory provisions of applicable law.
Any amendments or supplements which (i) are reasonably necessary (as agreed by
us and the depositary) in order for (a) the ADSs to be registered under the Securities
Act or (b) the ADSs or our ordinary shares to be traded solely in electronic book-
entry form and (ii) do not in either such case impose or increase any fees or charges
to be borne by holders of ADRs, shall be deemed not to prejudice any substantial
rights of such holders. Notwithstanding the foregoing, if any governmental body or
regulatory body should adopt new laws, rules or regulations which would require
amendment or supplement of the deposit agreement or the form of ADR to ensure
compliance therewith, we and the depositary may amend or supplement the deposit
agreement and the form of ADR at any time in accordance with such changed laws,
rules or regulations. Such amendment or supplement to the deposit agreement in
such circumstances may become effective before a notice of such amendment or
supplement is given to holders of ADRs or within any other period of time as required
for compliance. Notice of any amendment to the deposit agreement or form of ADR
shall not need to describe in detail the specific amendments effectuated thereby, and
failure to describe the specific amendments in any such notice shall not render such
notice invalid, provided, however, that, in each such case, the notice given to the
holders identifies a means for holders to retrieve or receive the text of such
amendment (i.e., upon retrieval from the SEC’s, the depositary’s or our website or
upon request from the depositary).
The depositary may, and shall at our written direction, terminate the deposit
agreement and the ADRs by mailing notice of such termination to the ADR holders at
least 30 days prior to the date fixed in such notice for such termination; provided,
however, if the depositary shall have (i) resigned as depositary,
 
notice of such
termination by the depositary shall not be provided to ADR holders unless a
successor depositary shall not be operating under the deposit agreement within 60
days of the date of such resignation, or (ii) been removed as depositary, notice of
such termination by the depositary shall not be provided to ADR holders unless a
successor depositary shall not be operating under the deposit agreement on the 60th
 
 
day after our notice of removal was first provided to the depositary. Notwithstanding
anything to the contrary set forth in the deposit agreement, the depositary may
terminate the deposit agreement without notice to us, but subject to giving 30 days’
notice to the ADR holders, under the following circumstances: (i) in the event of the
our bankruptcy or insolvency, (ii) if the ordinary shares cease to be listed on an
internationally recognized stock exchange, (iii) if we effect (or will effect) a
redemption of all or substantially all of the deposited securities, or a cash or share
distribution representing a return of all or substantially all of the value of the
deposited securities, or (iv) there occurs a merger, consolidation, sale of assets or
other transaction as a result of which securities or other property are delivered in
exchange for or in lieu of deposited securities.
After the date so fixed for termination, the depositary and its agents will perform no
further acts under the deposit agreement and the ADRs, except to receive and hold
(or sell) distributions on deposited securities and deliver deposited securities being
withdrawn. As soon as practicable after the date so fixed for termination, the
depositary shall use its reasonable efforts to sell the deposited securities and shall
thereafter (as long as it may lawfully do so) hold in an account (which may be
segregated or unsegregated account) the net proceeds of such sales, together with
any other cash then held by it under the deposit agreement, without liability for
interest, in trust for the pro rata benefit of the holders of ADRs not theretofore
surrendered. After making such sale, the depositary shall be discharged from all
obligations in respect of the deposit agreement and the ADRs, except to account for
such net proceeds and other cash. After the date so fixed for termination, we shall be
discharged from all obligations under the deposit agreement except for our
obligations to the depositary and its agents.
In the event that the depositary resigns, is removed or is otherwise substituted, and a
successor thereto is appointed, the successor depositary will promptly mail you
notice of such appointment.
Liability of Holder for Taxes
If any tax or other governmental charges (including any penalties and/or interest)
become payable by the custodian or the depositary with respect to any ADR, any
deposited securities represented by the ADSs evidenced thereby or any distribution
thereon, such tax or other governmental charge will be paid by the holder thereof to
the depositary and by holding or having held an ADR the holder and all prior holders,
jointly and severally, agree to indemnify,
 
defend and hold harmless each of the
depositary and its agents in respect thereof. The depositary may refuse to effect any
registration, registration of transfer or any split-up or combination of such ADR or any
withdrawal of deposited securities underlying such ADR until such payment is made.
The depositary may also deduct from any dividends or other distributions or may sell
by public or private sale for your account any part or all of the deposited securities
underlying such ADR and may apply such dividends, distributions or the proceeds of
any such sale to pay any such tax or other governmental charges, and the holder of
such ADR shall remain liable for any deficiency, and the depositary shall reduce the
number of ADSs evidenced thereby to reflect any such sales of shares. In
connection with any distribution to holders, we will remit to the appropriate
governmental authority or agency all amounts (if any) required to be withheld and
owing to such authority or agency by us; and the depositary and the custodian will
remit to the appropriate governmental authority or agency all amounts (if any)
required to be withheld and owing to such authority or agency by the depositary or
the custodian. If the depositary determines that any distribution in property other than
cash (including shares or rights) on deposited securities is subject to any tax that the
depositary or the custodian is obligated to withhold, the depositary may dispose of all
or a portion of such property in such amounts and in such manner as the depositary
deems necessary and practicable to pay such taxes, by public or private sale, and
the depositary shall distribute the net proceeds of any such sale or the balance of
any such property after deduction of such taxes to the holders entitled thereto. Each
holder of an ADR or an interest therein agrees to indemnify the depositary, us, the
custodian and any of their respective officers, directors, employees, agents and
affiliates against, and hold each of them harmless from, any claims by any
governmental authority with respect to taxes, additions to tax, penalties or interest
arising out of any refund of taxes, reduced rate of withholding at source or other tax
benefit obtained, which obligations shall survive any transfer or surrender of ADSs or
the termination of the deposit agreement.
Transfer of American Depositary Receipts
The ADRs are transferable on the books of the depositary,
provided
 
that the
depositary may close the transfer books or any portion thereof at any time or from
time to time when deemed expedient by it, and may also close the issuance book
portion of the transfer books when reasonably requested by us solely in order to
enable us to comply with applicable law. As a condition precedent to the issue,
registration, registration of transfer, split-up or combination of any ADR, the delivery
of any distribution thereon, or withdrawal of any deposited securities, the depositary,
we or the custodian may require (i) payment of a sum sufficient to reimburse it for
any tax or other governmental charge and any stock transfer or registration fee with
respect thereto (including any such tax or charge and fee with respect to ordinary
shares being deposited or withdrawn) and payment of any applicable fees payable
by the holders of ADRs under the deposit agreement, (ii) proof of the identity of any
signatory and genuineness of any signature, (iii) information as to citizenship or
residence, exchange control approval, beneficial ownership of any securities,
compliance with applicable law, regulations, provisions of or governing the deposited
securities and terms of the deposit agreement and the ADR or other information as it
may deem necessary or proper, and (iv) compliance with such regulations as the
depositary may establish consistent with the deposit agreement. The issuance,
transfer, combination or split-up of ADRs or the withdrawal of deposited securities
may be suspended, generally or in particular instances, during any period when the
transfer books of the depositary or the books of Equinor or its agent for the
registration and transfer of ordinary shares are closed or if any such action is
deemed advisable by the depositary.
Limitations on Liability
Neither the depositary nor we nor any of our respective directors, officers,
employees, agents or affiliates will be liable to you if by reason of any provision of
any present or future law, rule, regulation, fiat, order or decree of the United States,
the Kingdom of Norway or any other country or jurisdiction, or of any other
governmental or regulatory authority or securities exchange or market or automated
quotation system, or by reason of any provision of or governing any deposited
securities or any provision of our charter, or by reason of any act of God, war,
terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike,
civil unrest, revolutions, rebellions, explosions, computer failure or circumstance
beyond any such party’s direct and immediate control, the depositary, we or any of
our respective directors, employees, agents or affiliates shall be prevented or
delayed in performing, or shall be subject to any civil or criminal penalty in
connection with, any act which by the terms of the deposit agreement or the ADRs it
is provided shall be done or performed by it or them (including, without limitation,
voting pursuant to the terms of the ADRs); nor will the depositary, we or any of our
respective directors, employees, agents or affiliates incur any liability to you by
reason of any non-performance or delay, caused as aforesaid, in the performance of
any act or things which by the terms of the Deposit Agreement it is provided shall or
may be done or performed or of any exercise of, or failure to exercise, any discretion
provided for under the deposit agreement or any ADR (including, without limitation,
any failure to determine that any distribution or action may be lawful or reasonably
practicable), or for any action or inaction by it in reliance upon the advice of or
information from legal counsel, accountants, any person presenting ordinary shares
for deposit, any ADR holder, or any other person believed by it to be competent to
give such advice or information.
Neither we nor the depositary nor any of our respective directors, officers,
employees, agents or affiliates assume any obligation or be subject to any liability
except to perform its obligations to the extent they are specifically provided under the
deposit agreement or the ADRs without gross negligence or wilful misconduct. We,
the depositary and its agents and may rely and shall be protected in acting upon any
written notice, request, direction, instruction or document believed to be genuine and
to have been signed, presented or given by the proper party or parties.
The depositary and its agents have no obligation to appear in, prosecute or defend
any action, suit or other proceeding in respect of any deposited securities or the
ADRs, and we and our agents have no obligation to appear in, prosecute or defend
any action, suit or other proceeding in respect of any deposited securities or the
ADRs, which in our opinion may involve us in expense or liability, unless indemnity
satisfactory to us against all expense (including fees and disbursements of counsel)
and liability is furnished as often as may be required.
The depositary shall not be liable for the acts or omissions made by, or the
insolvency of, any securities depository, clearing agency or settlement system, and
shall not have any liability for the price received in connection with any sale of
securities, the timing thereof or any delay in action or omission to act, nor shall it be
responsible for any error or delay in action, omission to act, default or negligence on
the part of the party so retained in connection with any such sale or proposed sale.
The depositary shall be under no obligation to inform registered holders of ADRs or
any other holders of an interest in any ADSs about the requirements of the laws,
rules or regulations or any changes therein or thereto of any country or jurisdiction or
of any governmental or regulatory authority or any securities exchange or market or
automated quotation system. The depositary and its agents will not be responsible
for any failure to carry out any instructions to vote any of the Deposited Securities,
for the manner in which any such vote is cast or for the effect of any such vote. The
depositary may rely upon instructions from us or our counsel in respect of any
approval or license required for any currency conversion, transfer or distribution. The
depositary and its agents may own and deal in any class of our securities and
securities or our affiliates and in ADRs. Notwithstanding anything else contained in
the deposit agreement or any prior deposit agreement, the depositary shall have no
liability or responsibility under the deposit agreement, any ADR or any related
agreement, for any period prior to the effective date of the deposit agreement or for
any act or omission of the predecessor to the depositary or any of its agents
(including the custodian as defined in the prior deposit agreement), under or in
connection with this deposit agreement, any ADRs or any related agreement.
Notwithstanding anything to the contrary set forth in the deposit agreement or an
ADR, the depositary and its agents may fully respond to any and all demands or
requests for information maintained by or on its behalf in connection with the deposit
agreement, any ADR holder or holders, any ADR or ADRs or otherwise related
thereto to the extent such information is requested or required by or pursuant to any
lawful authority,
 
including without limitation laws, rules, regulations, administrative or
judicial process, banking, securities or other regulators.
None of us, the depositary or the custodian shall be liable for the failure by any
registered holder or beneficial owner of ADRs to obtain the benefits of credits or
refunds of non-U.S. tax paid against such holder’s or beneficial owner’s income tax
liability. Neither we nor the depositary shall incur any liability for any tax or tax
consequences that may be incurred by registered holders or beneficial owners of
ADRs on account of their ownership or disposition of the ADRs or ADSs.
The depositary shall not incur any liability for the content of any information
submitted to it by or on our behalf for distribution to the ADR holders or for any
inaccuracy of any translation thereof, for any investment risk associated with
acquiring an interest in the deposited securities, for the validity or worth of the
deposited securities, for the credit-worthiness of any third party, for allowing any
rights to lapse upon the terms of the deposit agreement or for the failure or
timeliness of any notice from us. Notwithstanding anything set forth in the deposit
agreement to the contrary, the depositary and the custodian(s) may use third party
delivery services and providers of information regarding matters such as pricing,
proxy voting, corporate actions, class action litigation and other services in
connection herewith and the deposit agreement, and use local agents to provide
extraordinary services such as attendance at annual meetings of issuers of
securities. Although the depositary and the custodian will use reasonable care (and
cause their agents to use reasonable care) in the selection and retention of such
third party providers and local agents, they will not be responsible for any errors or
omissions made by them in providing the relevant information or services. The
depositary shall not be liable for any acts or omissions made by a successor
depositary whether in connection with a previous act or omission of the depositary or
in connection with any matter arising wholly after the removal or resignation of the
depositary, unless a liability is directly caused by the previous gross negligence or
willful misconduct of the depositary or its directors, officers, employees, agents or
affiliates acting in their capacities as such under the deposit agreement.
Neither we nor the depositary nor any of our respective agents shall be liable to
registered holders of ADRs or beneficial owners of interests in ADSs for any indirect,
special, punitive or consequential damages (including, without limitation, legal fees
and expenses) or lost profits, in each case of any form incurred by any person or
entity,
 
whether or not foreseeable and regardless of the type of action in which such
a claim may be brought.
The depositary shall not be responsible for, and shall incur no liability in connection
with or arising from any act or omission to act on the part of the custodian except to
the extent that any holder has incurred liability directly as a result of the custodian
having (a) committed fraud or willful misconduct in the provision of custodial services
to the depositary or (b) failed to use reasonable care in the provision of custodial
services to the depositary as determined in accordance with the standards prevailing
in the jurisdiction in which the custodian is located. As long as we or one of our
affiliates is serving as the custodian with respect to the deposit agreement we shall
be solely liable for each and any act or failure to act on the part of the custodian.
No provision of the deposit agreement or any ADR is intended to constitute a waiver
or limitation of any rights which an ADR holder or any person or entity having a
beneficial ownership interest in any ADSs may have under the Securities Act or the
Securities Exchange Act of 1934, to the extent applicable.
Governing Law, Submission to Jurisdiction and Waiver of Right to Trial
 
by
Jury
The deposit agreement is governed by and construed in accordance with the laws of
the State of New York.
We have irrevocably agreed that any legal suit, action or proceeding against us
brought by the depositary or any holder, arising out of or based upon the deposit
agreement or the transactions contemplated thereby, may be instituted in any state
or federal court in New York,
 
New York,
 
and irrevocably waive any objection which
we may now or hereafter have to the laying of venue of any such proceeding, and
irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit,
action or proceeding. We have also irrevocably agreed that any legal suit, action or
proceeding against the depositary brought by us, arising out of or based upon the
deposit agreement or the transactions contemplated thereby, may only be instituted
in a state or federal court in New York,
 
New York.
Each holder or beneficial owner of ADSs and each holder of interests therein, has
irrevocably agreed that any legal suit, action or proceeding against or involving us or
the depositary, arising out of or based on the deposit agreement, the ADSs, or the
transactions contemplated thereby, may only be instituted in a state or federal court
in New York,
 
New York, and each such party has irrevocably waived any objection
which it may now or hereafter have to the laying of venue of any such proceeding,
and irrevocably submits to the exclusive jurisdiction of such courts in any such suit,
action or proceeding.
Each party to the deposit agreement, including each holder and beneficial owner
and/or holder of interests in ADRs, irrevocably waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in any suit, action or
proceeding against the depositary and/or us directly or indirectly arising out of or
relating to the ordinary shares or other deposited securities, the ADSs or the ADRs,
the deposit agreement or any transaction contemplated therein, or the breach
thereof, whether based on contract, tort, common law or any other theory.
Appointment
In the deposit agreement, each registered holder of ADRs and each person holding
an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in
accordance with the terms and conditions of the deposit agreement shall be deemed
for all purposes to:
(a) be a party to and bound by the terms of the deposit agreement and the applicable
ADR(s),
(b) appoint the depositary its attorney-in-fact, with full power to delegate, to act on its
behalf and to take any and all actions contemplated in the deposit agreement and
the applicable ADR(s), to adopt any and all procedures necessary to comply with
applicable law and to take such action as the depositary in its sole discretion may
deem necessary or appropriate to carry out the purposes of the deposit agreement
and the applicable ADR(s), the taking of such actions to be the conclusive
determinant of the necessity and appropriateness thereof,
(c) acknowledge and agree that (i) nothing in the deposit agreement or any ADR
shall give rise to a partnership or joint venture among the parties thereto nor
establish a fiduciary or similar relationship among such parties, (ii) the depositary, its
divisions, branches and affiliates, and their respective agents, may from time to time
be in the possession of non-public information about Equinor, ADR holders, owners
of ADSs and/or their respective affiliates, (iii) the depositary and its divisions,
branches and affiliates may at any time have multiple banking relationships with
Equinor, ADR holders, owners of ADSs and/or the affiliates of any of them, (iv) the
depositary and its divisions, branches and affiliates may,
 
from time to time, be
engaged in transactions in which parties adverse to Equinor or the Holders or
owners of ADSs may have interests, (v) nothing contained in the Deposit Agreement
or any ADR(s) shall (A) preclude the Depositary or any of its divisions, branches or
affiliates from engaging in such transactions or establishing or maintaining such
relationships, or (B) obligate the Depositary or any of its divisions, branches or
affiliates to disclose such transactions or relationships or to account for any profit
made or payment received in such transactions or relationships, and (vi) the
Depositary shall not be deemed to have knowledge of any information held by any
branch, division or affiliate of the Depositary.
 
exhibit25p1i0
AMENDED AND RESTATED
 
AGENCY AGREEMENT
11 MAY
 
2023
EQUINOR ASA
as
Issuer
and
EQUINOR ENERGY AS
as Guarantor
THE BANK OF NEW
 
YORK MELLON, LONDON
 
BRANCH
as
Agent
and
THE BANK OF NEW
 
YORK MELLON SA/NV, LUXEMBOURG BRANCH
as Paying Agent
in respect of a
€20,000,000,000
EURO MEDIUM TERM
 
NOTE PROGRAMME
Allen & Overy LLP
0010155-0003437 UKO2:
 
2005996996.8
CONTENTS
Clause
 
Page
1.
 
Definitions and Interpretation
 
................................
 
................................
 
............................... 4
2.
 
Appointment of Agent and
 
Paying Agents
 
................................
 
................................
 
.......... 10
3.
 
Issue of Temporary Global Notes ................................................................
 
......................
11
4.
 
Determination of Exchange
 
Date and Issue of Permanent
 
Global Notes and Definitive
 
Notes
 
................................
 
................................
 
................................
 
................................
 
.......... 12
5.
 
Issue of Definitive Notes
 
................................
 
................................
 
................................
 
.... 12
6.
 
Terms of Issue
 
................................
 
................................
 
................................
 
................... 13
7.
 
Payments
 
................................
 
................................
 
................................
 
.......................... 14
8.
 
Determinations and Notifications
 
in respect of Notes
 
and Interest Determination
 
............... 15
9.
 
Notice of any Withholding or Deduction
 
................................
 
................................
 
............. 16
10.
 
Duties of the Agent in
 
Connection with early
 
Redemption
 
................................
 
.................. 16
11.
 
Receipt and Publication of Notices
 
................................
 
................................
 
.................... 17
12.
 
Cancellation of Notes, Coupons
 
and Talons ................................
 
................................
 
...... 17
13.
 
Issue of Replacement Notes, Coupons and Talons
 
................................
 
........................... 18
14.
 
Copies of Documents Available
 
for Inspection or Collection
 
................................
 
............... 19
15.
 
Meetings of Noteholders
 
................................
 
................................
 
................................
 
.... 19
16.
 
Commissions, Expenses and
 
Review of Fees and Expenses
 
................................
 
............ 20
17.
 
Indemnity................................
 
................................
 
................................
 
........................... 20
18.
 
Repayment by the Agent
 
................................
 
................................
 
................................
 
... 21
19.
 
Conditions of Appointment ................................................................
 
................................
 
21
20.
 
Release of the Guarantor
 
................................
 
................................
 
................................
 
... 22
21.
 
Communication between the Parties
 
................................
 
................................
 
................. 22
22.
 
Changes in Agent and other
 
Paying Agents
 
................................
 
................................
 
....... 22
23.
 
Merger and Consolidation ................................................................
 
................................
 
.
 
24
24.
 
Notification of Changes
 
to Paying Agents
 
................................
 
................................
 
.......... 24
25.
 
Change of Specified Office
 
................................
 
................................
 
................................
 
25
26.
 
Notices and Communication
 
................................
 
................................
 
..............................
 
25
27.
 
Taxes
 
and Stamp Duties
 
................................
 
................................
 
................................
 
... 26
28.
 
Currency Indemnity
 
................................
 
................................
 
................................
 
............ 26
29.
 
Amendments
 
................................
 
................................
 
................................
 
..................... 26
30.
 
Descriptive Headings
 
................................
 
................................
 
................................
 
......... 26
31.
 
Contract (Rights of Third Parties) Act 1999
 
................................
 
................................
 
....... 26
32.
 
Governing Law and Submission
 
to Jurisdiction
 
................................
 
................................
 
.. 26
33.
 
Counterparts ................................
 
................................
 
................................
 
..................... 27
34.
 
General ................................................................
 
................................
 
.............................
 
27
35.
 
EU Contractual Recognition of Bail-in
 
................................
 
................................
 
................ 27
Schedule
 
Page
1.
 
Terms
 
and Conditions of the Notes
 
other than VPS Notes
 
................................
 
..................
 
29
2.
 
Forms of Global and Definitive
 
Notes, Coupons and
 
Talons ................................
 
...............
 
79
Part 1
 
Form of Temporary Global Note
 
................................
 
................................
 
........
 
79
Part 2
 
Form of Permanent Global
 
Note
 
................................
 
................................
 
........
 
87
Part 3
 
Form of Definitive Note
 
................................
 
................................
 
......................
 
95
Part 4
 
Form of Coupon
 
................................
 
................................
 
................................ 98
Part 5
 
Form of Talon
 
................................
 
................................
 
................................
 
....
 
99
3.
 
Form of Deed of Covenant
 
................................
 
................................
 
................................ 101
4.
 
Provisions for Meetings
 
of Noteholders
 
................................
 
................................
 
.............
 
104
5.
 
Form of Put Notice
 
................................
 
................................
 
................................
 
............
 
110
6.
 
Form of Deed Poll
 
................................
 
................................
 
................................
 
.............
 
112
7.
 
Form of Issuer – ICSDs
 
Agreement
 
................................
 
................................
 
.................. 118
8.
 
Additional Duties of the Agent
 
................................
 
................................
 
........................... 122
Signatories
 
................................
 
................................
 
................................
 
................................
 
...
 
123
Appendix
1.
 
Form of Calculation Agency
 
Agreement
 
................................
 
................................
 
............
 
125
4
AMENDED AND RESTATED AGENCY AGREEMENT
in respect of a
€20,000,000,000
EURO MEDIUM TERM
 
NOTE PROGRAMME
THIS AGREEMENT
is made on
11
May 2023
BETWEEN
:
(1)
EQUINOR ASA
of Forusbeen 50, N-4035 Stavanger, Norway in its capacity as an issuer of
Notes under the Programme (the
Issuer
);
(2)
EQUINOR ENERGY AS
of Forusbeen 50, N-4035 Stavanger, Norway
 
(the
Guarantor
);
(3)
THE
 
BANK OF
 
NEW
 
YORK
 
MELLON,
 
LONDON BRANCH
of
 
160 Queen
 
Victoria
 
Street,
London
 
EC4V
 
4LA,
 
United
 
Kingdom
 
(the
Agent
,
 
which
 
expression
 
shall
 
include
 
any
successor agent appointed in accordance with clause 22); and
(4)
THE
 
BANK
 
OF
 
NEW
 
YORK
 
MELLON
 
SA/NV,
 
LUXEMBOURG
 
BRANCH
of
 
Vertigo
Building -
 
Polaris, 2-4
 
rue, Eugène
 
Ruppert, L-2453
 
Luxembourg (together
 
with the
 
Agent,
the
Paying
 
Agents
,
 
which
 
expression
 
shall
 
include
 
any
 
additional
 
or
 
successor
 
paying
agent
 
appointed
 
in
 
accordance
 
with
 
clause
 
22
 
and
Paying
 
Agent
shall
 
mean
 
any
 
of
 
the
Paying Agents).
WHEREAS
:
(A)
 
The parties hereto entered into an amended and restated Agency
 
Agreement (the
Previous Agency Agreement
) dated 9 May 2022 in respect of a €20,000,000,000 Euro
Medium Term
 
Note Programme (the
Programme
).
(B)
 
The parties hereto wish
 
to make certain modifications
 
to the Previous Agency
 
Agreement.
(C)
 
The Issuer and the Guarantor have entered into an amended and
 
restated programme
agreement (as modified and/or restated and/or
 
supplemented from time to
 
time, the
Programme Agreement
) dated 11 May 2023 with the Dealers named therein pursuant to
which the Issuer may issue Euro Medium Term Notes (the
Notes
) in an aggregate nominal
amount of up to €20,000,000,000 (or its equivalent in other currencies)
 
under the
Programme.
(D)
 
Each issue of Notes (other than VPS Notes) will be initially represented
 
by a temporary
global Note exchangeable in whole or in part for definitive Notes
 
or for a permanent global
Note which will be exchangeable as described therein for definitive
 
Notes.
IT IS HEREBY AGREED
as follows:
1.
 
DEFINITIONS AND INTERPRETATION
1.1
 
Terms
 
and expressions defined in the Programme Agreement or
 
the Notes or used in the
applicable Final Terms shall have the same meanings in this Agreement, except where the
context requires otherwise or unless otherwise stated.
0010155-0003437 UKO2:
 
2005996996.8
5
1.2
 
Without prejudice to the
 
foregoing:
Authorised Person
means any person who is designated in writing by the Issuer from time
to time
 
to give Instructions to the Agent under the terms of this Agreement;
CGN
means
 
a
 
Temporary
 
Global
 
Note
 
in
 
the
 
form
 
set
 
out
 
in
 
Part
 
1
 
of
 
Schedule
 
2
 
or
 
a
Permanent Global Note in the form set out in Part 2 of Schedule 2, in
 
either case where the
applicable Final Terms specify that the Notes are not in New Global Note form;
Clearstream, Luxembourg
means Clearstream
 
Banking S.A.;
Code
means the U.S. Internal Revenue Code
 
of 1986, as amended;
Conditions
means,
 
in
 
relation
 
to
 
the
 
Notes
 
of
 
any
 
Series,
 
the
 
terms
 
and
 
conditions
endorsed on
 
or incorporated
 
by reference
 
into the
 
Note or
 
Notes constituting
 
such Series,
such terms
 
and conditions
 
being in
 
or substantially
 
in the
 
form set
 
out in
 
Schedule 1
 
or in
such other form,
 
having regard to
 
the terms of
 
the Notes of
 
the relevant Series,
 
as may be
agreed
 
between the
 
Issuer,
 
the
 
Agent
 
and the
 
relevant
 
Dealer
 
as
 
completed
 
by the
 
Final
Terms
 
applicable to the Notes of the relevant Series;
Coupon
means
 
an
 
interest
 
coupon
 
appertaining
 
to
 
a
 
Definitive
 
Note
 
(other
 
than
 
a
 
Zero
Coupon Note), such coupon being:
(a)
 
if appertaining to a Fixed Rate Note, in the form or substantially in
 
the form set out
in Part 4A of Schedule 2 or in such other form, having regard to the
 
terms of issue
of the Notes of the relevant Series, as may be agreed between
 
the Issuer, the Agent
and the relevant Dealer; or
(b)
 
if appertaining to a Floating Rate Note, in the form or substantially
 
in the form set
out in
 
Part 4B of Schedule 2 or in such other form, having
 
regard to the terms of
issue of the Notes of the relevant Series, as may be agreed
 
between the Issuer, the
Agent and the relevant Dealer; or
(c)
 
if appertaining to a Definitive Note which is neither a Fixed Rate Note
 
nor a Floating
Rate Note, in such form as may be agreed between the Issuer, the Agent and the
relevant Dealer,
and includes, where applicable, the Talon(s)
 
appertaining thereto and any replacements for
Coupons and Talons issued pursuant to Condition 9;
Couponholders
means
 
the
 
several
 
persons
 
who
 
are
 
for
 
the
 
time
 
being
 
holders
 
of
 
the
Coupons
 
and
 
shall,
 
unless
 
the
 
context
 
otherwise
 
requires,
 
include
 
the
 
holders
 
of
 
the
Talons;
Deed
 
of
 
Covenant
means
 
the
 
deed
 
of
 
covenant,
 
as
 
modified
 
and/or
 
restated
 
and/or
supplemented
 
from
 
time
 
to
 
time,
 
dated
 
13
 
May
 
2020,
 
substantially
 
in
 
the
 
form
 
set
 
out
 
in
Schedule
 
3,
 
executed
 
as
 
a
 
deed
 
by
 
the
 
Issuer
 
in
 
favour
 
of
 
certain
 
accountholders
 
with
Euroclear and Clearstream, Luxembourg;
Deed Poll
means any
 
Deed Poll
 
as defined
 
in Condition
 
14 the
 
form of
 
which is
 
set out
 
in
Schedule
 
6 hereto;
Definitive Note
means a definitive Note issued or, as the case may require, to be issued
 
by
the
 
Issuer
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
the
 
Programme
 
Agreement
 
or
 
any
 
other
agreement between the Issuer
 
and the relevant Dealer
 
in exchange for
 
either a Temporary
Global
 
Note
 
or
 
a
 
Permanent
 
Global
 
Note
 
(all
 
as
 
indicated
 
in
 
the
 
applicable Final
 
Terms),
0010155-0003437 UKO2:
 
2005996996.8
6
such
 
definitive
 
Note
 
being
 
in
 
the
 
form
 
or
 
substantially
 
in
 
the
 
form
 
set
 
out
 
in
 
Part
 
3
 
of
Schedule
 
2
 
with
 
such
 
modifications
 
(if
 
any)
 
as
 
may
 
be
 
agreed
 
between
 
the
 
Issuer,
 
the
Agent
 
and the
 
relevant
 
Dealer
 
and
 
having the
 
Conditions endorsed
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thereon or,
 
if permitted by the
 
relevant authority or authorities,
 
incorporating the Conditions
by
 
reference
 
and
 
having
 
the
 
applicable
 
Final
 
Terms
 
(or
 
the
 
relevant
 
provisions
 
thereof)
either
 
endorsed
 
thereon
 
or
 
attached
 
thereto
 
and
 
(except
 
in
 
the
 
case
 
of
 
a
 
Zero
 
Coupon
Note) having Coupons and, where appropriate, Talons attached thereto on issue;
Distribution
 
Compliance
 
Period
has
 
the
 
meaning
 
given
 
to
 
such
 
term
 
in
 
Regulation
 
S
under the Securities Act;
Euroclear
means Euroclear Bank SA/NV;
Eurosystem-eligible NGN
means an NGN which is intended to
 
be held in a manner which
would allow Eurosystem eligibility, as stated in the applicable Final Terms;
FATCA
 
Withholding
means
 
any
 
withholding
 
or
 
deduction
 
required
 
pursuant
 
to
 
an
agreement
 
described
 
in
 
Section
 
1471(b)
 
of
 
the
 
Code
 
or
 
otherwise
 
imposed
 
pursuant
 
to
Sections
 
1471
 
through
 
1474
 
of
 
the
 
Code
 
(or
 
any
 
regulations
 
thereunder
 
or
 
official
interpretations thereof)
 
or an
 
intergovernmental agreement between
 
the United
 
States and
another jurisdiction facilitating the implementation thereof (or any law implementing such an
intergovernmental agreement);
Fixed
 
Rate Note
means
 
a
 
Note
 
on
 
which
 
interest is
 
calculated at
 
a
 
fixed
 
rate
 
payable
 
in
arrear on
 
a fixed
 
date or
 
dates in
 
each year
 
and on
 
redemption or
 
on such
 
other dates
 
as
may be
 
agreed between
 
the Issuer
 
and the
 
relevant Dealer
 
(as indicated
 
in the
 
applicable
Final Terms);
Floating Rate Note
means a Note on which
 
interest is calculated at a floating rate
 
payable
in respect of
 
such period or on
 
such date(s) as
 
may be agreed
 
between the Issuer and
 
the
relevant Dealer (as indicated in the applicable Final Terms);
Global Note
means a Temporary Global Note and/or a Permanent
 
Global Note, as
applicable;
Grandfathering
 
Date
means
 
the
 
date
 
that
 
is
 
six
 
months
 
after
 
the
 
date
 
on
 
which
 
final
regulations defining
 
the term
 
“foreign passthru
 
payment” are
 
published in
 
the U.S.
 
Federal
Register;
Guarantee
means
 
the
 
Deed
 
of
 
Guarantee,
 
as
 
modified
 
and/or
 
restated
 
and/or
supplemented from
 
time to
 
time, executed
 
by the
 
Guarantor on
 
13 May
 
2020 in
 
respect of
the Programme;
Instructions
means
 
any
 
written
 
notices,
 
directions
 
or
 
instructions
 
received
 
by
 
the
 
Agent
from
 
an
 
Authorised
 
Person
 
or
 
from
 
a
 
person
 
reasonably
 
believed
 
by
 
the
 
Agent
 
to
 
be
 
an
Authorised Person;
Interest
 
Commencement
 
Date
means,
 
in
 
the
 
case
 
of
 
interest-bearing
 
Notes,
 
the
 
date
specified in the applicable Final Terms
 
from (and including) which such Notes bear interest,
which may or may not be the Issue Date;
Issue Date
means the date of
 
issue and purchase of a
 
Note, in each case
 
pursuant to and
in accordance with
 
the Programme Agreement or
 
any other agreement between
 
the Issuer
and the relevant Dealer, being in the case of any Permanent Global Note or Definitive Note,
the same date as the date of issue of the Temporary Global Note which initially represented
such Note;
Issue Price
means the price,
 
generally expressed as
 
a percentage
 
of the nominal
 
amount
of the
 
Notes, at which the Notes will be issued;
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Maturity Date
means, in relation to
 
a Note, the date on which
 
it is expressed to be
redeemable;
0010155-0003437 UKO2:
 
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NGN
means
 
a
 
Temporary
 
Global
 
Note
 
in
 
the
 
form
 
set
 
out
 
in
 
Part
 
1
 
of
 
Schedule
 
2
 
or
 
a
Permanent Global Note in the form set out in Part 2 of Schedule 2, in
 
either case where the
applicable Final Terms specify that the Notes are in New Global Note form;
Note
means
 
a
 
note
 
denominated in
 
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, U.S.
 
Dollars or such
 
other currency
or currencies as may be agreed between the Issuer and the relevant Dealer issued or to
 
be
issued
 
by
 
the
 
Issuer
 
pursuant
 
to
 
the
 
Programme
 
Agreement
 
or
 
any
 
other
 
agreement
between the Issuer and the relevant
 
Dealer and which shall initially
 
be represented by,
 
and
comprised in,
 
a Temporary
 
Global Note
 
which may
 
(in accordance
 
with the
 
terms
 
of such
Temporary
 
Global
 
Note)
 
be
 
exchanged
 
for
 
either
 
Definitive
 
Notes
 
or
 
a
 
Permanent
 
Global
Note which
 
Permanent Global Note
 
may (in
 
accordance with the
 
terms of such
 
Permanent
Global
 
Note)
 
in
 
turn
 
be
 
exchanged
 
for
 
Definitive
 
Notes
 
(all
 
as
 
indicated
 
in
 
the
 
applicable
Final Terms)
 
and includes any replacements for a Note issued pursuant
 
to Condition 9;
Noteholders
means the
 
several persons
 
who
 
are for
 
the
 
time
 
being holders
 
of the
 
Notes
save
 
that,
 
in
 
respect
 
of
 
the
 
Notes
 
of
 
any
 
Series,
 
for
 
so
 
long
 
as
 
such
 
Notes
 
or
 
any
 
part
thereof
 
are
 
represented
 
by
 
a
 
Global
 
Note
 
held
 
on
 
behalf
 
of
 
Euroclear
 
and/or
 
of
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
 
the
 
Notes of
 
such Series
 
(in
which
 
regard
 
any
 
certificate
 
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
 
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
 
Notes, for
 
which purpose
 
the
 
bearer of
 
the relevant
 
Global
 
Note shall
 
be
treated by the
 
Issuer, 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
,
holder of
 
Notes
and related
 
expressions shall
 
be
construed accordingly;
outstanding
means, in
 
relation to
 
the Notes
 
of any Series,
 
all the Notes
 
issued other than
(a) those which
 
have been redeemed in
 
full in accordance
 
with the Conditions, (b)
 
those in
respect
 
of
 
which the
 
date
 
for
 
redemption
 
in
 
accordance
 
with the
 
Conditions has
 
occurred
and the
 
redemption moneys
 
wherefor (including
 
all interest
 
(if any)
 
accrued thereon
 
to the
date for
 
such redemption and
 
any interest (if
 
any) payable
 
under the
 
Conditions after such
date) have
 
been duly
 
paid to the
 
Agent as provided
 
herein (and, where
 
appropriate, notice
has been
 
given to the
 
Noteholders of the
 
relevant Series in
 
accordance with Condition
 
12)
and
 
remain
 
available
 
for
 
payment
 
of
 
the
 
relevant
 
Notes
 
and/or
 
Coupons,
 
(c)
 
those
 
which
have
 
become
 
void
 
under
 
the
 
Conditions,
 
(d)
 
those
 
which
 
have
 
been
 
purchased
 
and
cancelled as
 
provided in
 
the Conditions,
 
(e) those
 
mutilated or
 
defaced Notes
 
which have
been
 
surrendered
 
in
 
exchange
 
for
 
replacement
 
Notes
 
pursuant
 
to
 
the
 
Conditions,
 
(f)
 
(for
the purpose
 
only of
 
determining how
 
many Notes
 
are outstanding and
 
without prejudice to
their
 
status
 
for
 
any
 
other
 
purpose)
 
those
 
Notes
 
alleged
 
to
 
have
 
been
 
lost,
 
stolen
 
or
destroyed
 
and
 
in
 
respect
 
of
 
which
 
replacement
 
Notes
 
have
 
been
 
issued
 
pursuant
 
to
 
the
Conditions,
 
(g)
 
Temporary
 
Global
 
Notes
 
to
 
the
 
extent
 
that
 
they
 
shall
 
have
 
been
 
duly
exchanged
 
for
 
Permanent
 
Global
 
Notes
 
and/or
 
Definitive
 
Notes
 
and
 
Permanent
 
Global
Notes to
 
the extent
 
that they
 
shall have
 
been duly
 
exchanged for
 
Definitive Notes,
 
in each
case
 
pursuant
 
to
 
their
 
respective
 
provisions
 
and
 
(h)
 
Temporary
 
Global
 
Notes
 
and
Permanent Global Notes which have become
 
void in accordance with their
 
terms (provided
that
 
at the
 
Relevant Time
 
(as
 
defined in
 
the
 
Deed of
 
Covenant) the
 
Underlying Notes
 
(as
defined in the Deed of Covenant) will be deemed to be still outstanding)
 
and,
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PROVIDED THAT for each of the
 
following purposes, namely:
0010155-0003437 UKO2:
 
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(i)
 
the right to attend and vote at any meeting of the Noteholders or any
 
of them,
passing an Extraordinary Resolution (as defined in Schedule 4) in writing
 
or an
Extraordinary Resolution by way of electronic consents given through
 
the relevant
clearing systems as envisaged by Schedule 4; and
(ii)
 
the determination of how many and which Notes are for the time
 
being outstanding
for the purposes of paragraphs 2, 5 and 6 of Schedule 4 hereto,
those
 
Notes
 
(if
 
any)
 
which
 
are
 
for
 
the
 
time
 
being
 
held
 
by
 
any
 
person
 
(including
 
but
 
not
limited
 
to
 
the
 
Issuer
 
or
 
any
 
of
 
its
 
Subsidiaries)
 
for
 
the
 
benefit
 
of
 
the
 
Issuer
 
or
 
any
 
of
 
its
Subsidiaries
 
shall
 
(unless
 
and
 
until
 
ceasing
 
to
 
be
 
so
 
held)
 
be
 
deemed
 
not
 
to
 
be
outstanding;
Participating
 
FFI
means
 
a
 
“participating
 
FFI”
 
as
 
defined
 
in
 
US
 
Treasury
 
Regulations
Section
 
1.1471-1(b)(91) (or
 
any successor
 
provision) or
 
any other
 
entity whose
 
payments
are subject to FATCA
 
Withholding;
Permanent
 
Global
 
Note
means
 
a
 
global
 
note
 
in
 
the
 
form
 
or
 
substantially in
 
the
 
form
 
set
out in
 
Part
 
2 of
 
Schedule 2
 
together with
 
the copy
 
of the
 
applicable Final
 
Terms
 
attached
thereto
 
with
 
such
 
modifications
 
(if
 
any)
 
as
 
may
 
be
 
agreed
 
between
 
the
 
Issuer,
 
the
 
Agent
and the relevant Dealer,
 
comprising some or all
 
of the Notes of
 
the same Series, issued
 
by
the
 
Issuer
 
pursuant
 
to
 
the
 
Programme
 
Agreement
 
or
 
any
 
other
 
agreement
 
between
 
the
Issuer and
 
the relevant
 
Dealer in
 
exchange for
 
the whole
 
or part
 
of any
 
Temporary
 
Global
Note issued in respect of such Notes;
Put Notice
means a notice in the
 
form set out in Schedule 5;
Series
means a Tranche of
 
the Notes together with any further
 
Tranche or Tranches
 
of the
Notes which are (a)
 
expressed to be consoli
dated
and form a
 
single series and (b)
 
identical
in
 
all
 
respects
 
(including
 
as
 
to
 
listing)
 
except
 
for
 
their
 
respective
 
Issue
 
Dates,
 
Interest
Commencement
 
Dates
 
and/or
 
Issue
 
Prices
 
and
 
the
 
expressions
Notes
 
of
 
the
 
relevant
Series
and
holders
 
of
 
Notes
 
of
 
the
 
relevant
 
Series
and
 
related
 
expressions
 
shall
 
be
construed accordingly;
Talons
means the talons (if any) appertaining to, and exchangeable in
 
accordance with the
provisions
 
therein
 
contained
 
for
 
further
 
Coupons
 
appertaining
 
to,
 
a
 
Definitive
 
Note
 
(other
than a
 
Zero Coupon Note), such talons being in the form or substantially in the form set out
in
 
Part
 
5
 
of
 
Schedule
 
2
 
or
 
in
 
such
 
other
 
form
 
as may
 
be
 
agreed
 
between the
 
Issuer,
 
the
Agent and the relevant Dealer and includes any replacements for Talons issued pursuant to
Condition 9;
Temporary
 
Global
 
Note
means
 
a
 
global
 
note
 
in
 
the
 
form
 
or
 
substantially in
 
the
 
form
 
set
out
 
in
 
Part 1
 
of Schedule
 
2 together
 
with the
 
copy of
 
the applicable
 
Final Terms
 
attached
thereto
 
with
 
such
 
modifications
 
(if
 
any)
 
as
 
may
 
be
 
agreed
 
between
 
the
 
Issuer,
 
the
 
Agent
and the relevant Dealer,
 
comprising some or all
 
of the Notes of
 
the same Series, issued
 
by
the
 
Issuer
 
pursuant
 
to
 
the
 
Programme
 
Agreement
 
or
 
any
 
other
 
agreement
 
between
 
the
Issuer and the relevant Dealer;
Tranche
means all Notes with
 
the same Issue Date and subject
 
to the same Final
 
Terms;
and
Zero Coupon Note
means a Note on which no
 
interest is payable.
1.3
 
(a)
 
Words
 
denoting
 
the
 
singular
 
number
 
only
 
shall
 
include
 
the
 
plural
 
number
 
also
and
vice versa
;
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(b)
 
words denoting one gender
 
only shall include the
 
other gender; and
(c)
 
words denoting persons only
 
shall include firms and
 
corporations and vice versa.
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1.4
 
All references in this Agreement to costs or charges or expenses
 
shall include any value
added tax or similar tax charged or chargeable in respect thereof
 
to the extent not
recoverable as an input.
1.5
 
All references in the Agreement to "the
 
Guarantor" shall be deemed to be deleted
 
in relation
to Notes that do not have the benefit of the Guarantee.
1.6
 
For the purposes of this Agreement, the Notes of each Series shall
 
form a separate series
of Notes and the provisions of this Agreement shall apply
mutatis mutandis
separately and
independently to the Notes of each Series and in this Agreement
 
the expressions
Notes
,
Noteholders
,
Coupons
,
Couponholders
and
Talons
shall be construed accordingly.
1.7
 
All references in this Agreement to principal and/or interest or both
 
in respect of the Notes
or to any moneys payable by the Issuer under
 
this Agreement shall have the meaning
 
set
out in Condition 4(f).
1.8
 
All references in this Agreement to the
relevant currency
shall be construed as references
to the currency in which the relevant Notes and/or Coupons are denominated.
1.9
 
In this Agreement, clause headings are inserted for convenience
 
and ease of reference
only and shall not affect the interpretation of this Agreement.
 
All references in this
Agreement to the provisions of any statute shall be deemed to be
 
references to that statute
as from time to time modified, extended, amended or re-enacted or to any
 
statutory
instrument, order or regulation made thereunder or under such re-enactment.
1.10
 
All references in this Agreement to an agreement, instrument or other document
 
(including,
without limitation, this Agreement, the Programme Agreement,
 
the Deed of Covenant, the
Guarantee, the Procedures Memorandum, the Notes and any Conditions
 
appertaining
thereto) shall be construed as
 
a reference to that agreement, instrument or document as
the same may be amended, modified,
 
varied or supplemented from time to time.
1.11
 
Any references herein 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 or as
 
otherwise specified in Part B
of the applied Final Terms.
1.12
 
All references to the
records
of Euroclear and Clearstream, Luxembourg shall be to the
records that each of Euroclear and Clearstream, Luxembourg holds
 
for its customers which
reflect the amount of such customer's interest in the Notes.
1.13
 
As used herein, in relation to any Notes which are to have a "listing"
 
or be "listed" (i) on the
London Stock Exchange,
listing
and
listed
shall be construed to mean that such Notes
have been admitted to the Official List and admitted to trading on the London
 
Stock
Exchange's
 
main market and (ii) on any European Economic
 
Area Stock Exchange,
listing
and
listed
shall be construed to mean that that Notes
 
have been admitted to trading on a
market within that jurisdiction which is a regulated market for
 
the purposes of the Markets in
Financial Instruments Directive (Directive 2014/65/EU, as amended).
1.14
 
This Agreement does not apply
 
to the VPS Notes.
1.15
 
With effect from the date hereof, the provisions of the Previous Agency Agreement
 
shall be
amended and restated and shall take effect in the form set out in this Agency
 
Agreement
and all references to the
Agency Agreement
,
this Agency Agreement
,
this Agreement
,
hereof
,
hereunder
and expressions of similar import in this Agency Agreement
 
shall be
construed as references to the Previous Agency Agreement as
 
so amended and restated.
Any Notes issued on or after the date hereof shall be issued pursuant
 
to this Agency
0010155-0003437 UKO2:
 
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Agreement.
 
This does not affect any Notes issued prior to the date of this Agreement.
0010155-0003437 UKO2:
 
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2.
 
APPOINTMENT OF AGENT
 
AND PAYING
 
AGENTS
2.1
 
The Agent is hereby appointed, and the
 
Agent hereby agrees to act as issuing
 
and paying
agent of the Issuer and the Guarantor upon the terms and
 
subject to the conditions set out
below, for the purposes of,
inter alia
:
(a)
 
completing, authenticating and delivering Global Notes and (if
 
required) completing,
authenticating and delivering Definitive Notes;
(b)
 
giving effectuation instructions in respect of each Global Note which is a
Eurosystem-
 
eligible NGN;
(c)
 
exchanging Temporary Global Notes for Permanent Global Notes or Definitive
Notes, as the case may be, in accordance with
 
the terms of Temporary Global
Notes and, in respect of any such exchange, (i) making all notations
 
on Global
Notes which are CGNs as required by their terms and (ii) instructing
 
Euroclear and
Clearstream, Luxembourg to make appropriate entries in their records
 
in respect of
all Global Notes which are NGNs;
(d)
 
exchanging Permanent Global Notes for Definitive Notes in accordance
 
with the
terms of such Permanent Global Notes and, in respect of any such exchange,
 
(i)
making all notations on Permanent Global Notes which are CGNs
 
as required by
their terms and (ii) instructing Euroclear and Clearstream, Luxembourg
 
to make
appropriate entries in their records in respect of all Permanent
 
Global Notes which
are NGNs;
(e)
 
paying sums due on Global Notes and Definitive Notes and Coupons and
 
instructing
Euroclear and Clearstream, Luxembourg to make appropriate entries
 
in their
records in respect of all Global Notes which are NGNs;
(f)
 
exchanging Talons for Coupons in accordance with the
 
Conditions;
(g)
 
arranging on behalf of the Issuer or, as the case may be, the Guarantor, for notices
to be communicated to the Noteholders;
(h)
 
ensuring that all necessary action is taken to comply with any
 
reporting
requirements of any competent authority in respect of any
 
relevant currency as may
be in force from time to time with respect to the Notes
 
to be issued under the
Programme;
(i)
 
subject to the Procedures Memorandum, submitting to the relevant authority
 
or
authorities such number of copies of each Final Terms which relates to Notes which
are to be listed as the relevant authority or authorities may reasonably
 
require;
(j)
 
acting as Calculation Agent in respect of Notes where named as such
 
in the
relevant Final Terms; and
(k)
 
performing all other obligations and duties imposed upon it by
 
the Conditions and
this Agreement.
2.2
 
Each Paying Agent is hereby appointed as paying agent of
 
the Issuer and the Guarantor,
upon the terms and subject to the conditions set out below, for the purposes of paying
sums due on Notes and Coupons and of performing all other obligations
 
and duties
imposed upon it by the Conditions and this Agreement.
 
The obligations of the Paying
Agents under this Agreement shall be several and
 
not joint.
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2.3
 
In relation to each issue of Eurosystem-eligible NGNs, the Issuer hereby authorises
 
and
instructs the Agent to elect Euroclear and/or Clearstream, Luxembourg
 
as common
safekeeper.
 
From time to time, the Issuer and the Agent may agree to vary
 
this election.
The Issuer acknowledges that any such election is subject to the right
 
of Euroclear and
Clearstream, Luxembourg to jointly determine that the other
 
shall act as common
safekeeper in relation to any such issue
 
and agrees that no liability shall attach to
 
the Agent
in respect of any such election made by it.
3.
 
ISSUE OF TEMPORARY GLOBAL NOTES
3.1
 
Subject to subclause 3.2 below, following receipt of a faxed copy of the Final Terms signed
by the Issuer and the Guarantor, the Issuer hereby authorises the Agent and the Agent
hereby agrees to take the steps required of the Agent in the Procedures
 
Memorandum.
 
For
this purpose the Agent will,
inter alia,
on behalf of the Issuer:
(a)
 
prepare a Temporary Global Note by attaching a copy of the applicable Final Terms
to a copy of the applicable master Temporary Global Note;
(b)
 
authenticate such Temporary Global Note;
(c)
 
deliver such Temporary Global Note to the specified common depositary (if the
Temporary
 
Global Note is a CGN) or specified common safekeeper
 
(if the
Temporary Global Note is an NGN) for Euroclear and Clearstream, Luxembourg
and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to
instruct the common safekeeper to effectuate the same;
(d)
 
ensure that the Notes of each Tranche are 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 applicable Distribution Compliance Period of such
 
Tranche as
notified by the Agent to the relevant Dealer; and
(e)
 
if the Temporary Global Note is an NGN, instruct Euroclear and Clearstream,
Luxembourg to make the appropriate entries in their records to reflect
 
the initial
outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2
 
The Agent shall only
 
be required to perform
 
its obligations under subclause 3.1
 
above if it
holds:
(a)
 
a master Temporary Global Note duly executed by a person or persons authorised
to execute the same on behalf of the Issuer, which may be used by the Agent for
the purpose of preparing a Temporary Global Note in accordance with subclause
3.1(a); and
(b)
 
a master Permanent Global Note duly executed by a person or persons
 
authorised
to execute the same on behalf of the Issuer, which may be used by the Agent for
the purpose of preparing a Permanent Global Note in accordance with
 
clause 4
below.
3.3
 
Where the Agent delivers any authenticated Global Note
 
to a common safekeeper for
effectuation using electronic means, it is authorised and instructed to destroy
 
the Global
Note retained by it following its receipt of confirmation from the common
 
safekeeper that
the relevant Global Note has been effectuated.
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4.
 
DETERMINATION
 
OF
 
EXCHANGE
 
DATE
 
AND
 
ISSUE
 
OF
 
PERMANENT
 
GLOBAL
NOTES AND DEFINITIVE NOTES
4.1
 
(a)
 
The
 
Agent
 
shall
 
determine
 
the
 
Exchange
 
Date
 
for
 
each
 
Temporary
 
Global
 
Note
in accordance with the terms thereof.
 
Forthwith upon determining the Exchange
Date in
 
respect of any Tranche, the Agent shall notify such determination to the
Issuer, the Guarantor, the relevant Dealer,
 
Euroclear and Clearstream,
Luxembourg.
(b)
 
Where a Temporary Global Note is to be exchanged for a Permanent Global Note,
the Agent is hereby authorised on behalf of the Issuer:
(i)
 
in the case of the first Tranche of any Series of Notes, to prepare and
complete a Permanent Global Note in accordance with the
 
terms of the
Temporary
 
Global Note applicable to such Tranche by attaching a copy of
the applicable Final Terms to a copy of the applicable master Permanent
Global Note;
(ii)
 
in the case of the first Tranche of any Series of Notes, to authenticate such
Permanent Global Note;
(iii)
 
in the case of the first Tranche of any Series of Notes if the Permanent
Global Note is a CGN, to deliver such Permanent Global Note
 
to the
common depositary which
 
is holding the Temporary Global Note applicable
to such Tranche for the time being on behalf of Euroclear and/or
Clearstream, Luxembourg to hold on behalf of the Issuer pending
 
its
exchange for such Temporary Global Note;
(iv)
 
in the case of the first Tranche of any Series of Notes if the Permanent
Global Note is an NGN, to deliver the Permanent Global Note to
 
the
common safekeeper which
 
is holding the Temporary Global Note
representing the Tranche for the time being
 
on behalf of Euroclear and/or
Clearstream, Luxembourg to effectuate (in the case of a Permanent Global
Note which is a Eurosystem-eligible NGN) and to hold on behalf
 
of the
Issuer pending its exchange for the Temporary Global Note;
(v)
 
in the case of a subsequent Tranche of any Series of Notes if the Permanent
Global Note is a CGN, by attaching a copy of the applicable
 
Final Terms
 
to
the Permanent Global Note applicable to the
 
relevant Series and entering
details of any exchange in whole or part as aforesaid;
 
and
(vi)
 
in the case of a subsequent Tranche of any Series of Notes if the Permanent
Global Note is an NGN, to deliver the applicable Final Terms to the specified
common safekeeper for attachment to the Permanent Global
 
Note
applicable to the relevant Series.
5.
 
ISSUE OF DEFINITIVE
 
NOTES
5.1
 
Where a Global Note is to be exchanged
 
for Definitive Notes in accordance with its
 
terms,
the Agent is hereby authorised on behalf of the Issuer:
(a)
 
to authenticate such Definitive Note(s) in accordance with
 
the provisions of this
Agreement; and
(b)
 
to
 
deliver
 
such
 
Definitive
 
Note(s)
 
to
 
or
 
to
 
the
 
order
 
of
 
Euroclear
 
and/or
Clearstream, Luxembourg.
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The
 
Agent
 
shall
 
notify
 
the
 
Issuer
 
forthwith
 
upon
 
receipt
 
of
 
a
 
request
 
for
 
issue
 
of
 
(a)
Definitive
 
Note(s)
 
in
 
accordance
 
with
 
the
 
provisions
 
of
 
a
 
Temporary
 
Global
 
Note
 
or
Permanent Global
 
Note, as
 
the case
 
may be,
 
(and the
 
aggregate nominal
 
amount of
 
such
Temporary
 
Global Note
 
or Permanent
 
Global Note,
 
as the
 
case may
 
be, to
 
be exchanged
in connection therewith).
5.2
 
The Issuer undertakes to deliver to the Agent sufficient numbers of executed
 
Definitive
Notes with,
 
if applicable, Coupons and Talons attached to enable the Agent to comply with
its obligations under this clause.
6.
 
TERMS OF ISSUE
6.1
 
The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive
Notes delivered to and held by it under this Agreement to be maintained
 
in safe custody
and shall ensure that such Notes are issued only in accordance
 
with the provisions of this
Agreement and the relevant Global Note and Conditions.
6.2
 
Subject to the procedures set out in the Procedures Memorandum,
 
for the purposes of
subclause 3.1 the Agent is entitled to treat a telephone or facsimile
 
communication from a
person who the Agent believes to be the authorised representative
 
of the Issuer or, as the
case may be, the Guarantor,
 
named in the list referred to in, or notified pursuant
 
to,
subclause 19.7 as sufficient instructions and authority of the Issuer and
 
the Guarantor for
the Agent to act in accordance with subclause 3.1.
6.3
 
In the event that a person who has signed on behalf of the Issuer
 
any Note not yet issued
but held by the Agent in accordance with subclause 3.1 ceases to be
 
authorised as
described in subclause 19.7, the Agent shall (unless the Issuer
 
gives written notice to the
Agent that Notes signed by that person do not constitute valid and
 
binding obligations of the
Issuer or otherwise until replacements have been provided to the
 
Agent) continue to have
authority to issue any such Notes, and
 
the Issuer hereby warrants to the Agent that such
Notes shall, unless notified as aforesaid, be valid and binding obligations
 
of the Issuer.
Promptly upon such person ceasing to be authorised, the Issuer shall
 
provide the Agent
with replacement Notes and upon receipt of such replacement
 
Notes the Agent shall cancel
and destroy the Notes held by it which are signed by such person
 
and shall provide to
 
the
Issuer a confirmation of destruction in respect thereof specifying
 
the Notes so cancelled
and destroyed.
6.4
 
This subclause only applies when following
 
the settlement procedures set out in Part 1
 
of
Annex 1 of the Procedures Memorandum. If the
 
Agent pays an amount (the
Advance
) to
the Issuer on the basis that a payment (the
Payment
) has been, or will be, received from a
Dealer and if the Payment is not received by the Agent on the
 
date the Agent pays the
Issuer, the Issuer,
 
failing which the Guarantor, shall repay to the Agent the Advance and
shall pay interest on the Advance (or the unreimbursed portion thereof)
 
from (and including)
the date such Advance is made to (but excluding) the earlier of repayment
 
of the Advance
and receipt by the Agent of the Payment (at a rate quoted at that
 
time by the Agent as the
aggregate of one per cent. and its cost of funding the Advance
 
provided that evidence of
the basis of such rate is given to the Issuer if so required).
6.5
 
This subclause only applies when following
 
the settlement procedures set out in Part 1
 
of
Annex 1 of the Procedures Memorandum. Except
 
in the case of issues where the Agent
does not act as receiving bank for the Issuer in respect of the purchase
 
price of the Notes
being issued, if on the relevant Issue Date a Dealer does not
 
pay the full purchase price
due from it in respect of any Note (the
Defaulted Note
) and, as a result, the Defaulted Note
remains in the Agent's distribution account with Euroclear and/or
 
Clearstream, Luxembourg
after such Issue Date, the Agent will continue to hold the
 
Defaulted Note to the order of the
Issuer.
 
The Agent shall notify the Issuer forthwith of the failure
 
of the Dealer to pay the full
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purchase price due from it in respect of any Defaulted Note and,
 
subsequently, shall notify
the Issuer forthwith upon receipt from
 
the Dealer of the full purchase price in respect of
such Defaulted Note.
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7.
 
PAYMENTS
7.1
 
The Issuer, failing which the Guarantor will, before 10.00 a.m. (local time in the relevant
financial centre of the payment), on each date on which any payment
 
in respect of any
Note becomes due, transfer to an account specified by the Agent
 
such amount in the
relevant currency as shall be sufficient for the purposes of such payment
 
in funds settled
through such payment system as the Agent and the Issuer or, as the case may be, the
Guarantor may agree.
7.2
 
The Issuer, failing which the Guarantor will ensure that no later than 10.00 a.m. (London
time) on
 
the Business Day (as defined below) immediately preceding
 
the date on which
any payment is to be made to the Agent pursuant to subclause 7.1, the
 
Agent shall receive
a payment confirmation from the paying bank of the Issuer.
For the purposes of this
 
clause
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 London and any other place specified
 
in the applicable
Final Terms
 
as an Additional Business Centre; and
(b)
 
either (i) in relation to a payment to be made in a Specified
 
Currency other than
euro, a day on which commercial banks and foreign exchange
 
markets settle
payments in the principal financial centre of the country of the relevant
 
Specified
Currency (if other than London and any Additional Business
 
Centre) and which, if
the Specified Currency is New Zealand Dollars, shall be Auckland
 
or (ii) in relation
to any sum payable in euro, a day on which the Trans-European Automated Real
Time Gross Settlement Express Transfer System (known
 
as TARGET or T2) is
operating.
7.3
 
The Agent shall ensure that payments of both principal
 
and interest in respect of a
Temporary Global Note will be made only to the extent that certification of non-U.S.
beneficial ownership as required by U.S. securities laws and U.S.
 
Treasury regulations has
been received from Euroclear and/or Clearstream, Luxembourg in accordance
 
with the
terms thereof.
7.4
 
Subject to the receipt by the Agent of the payment confirmation as provided
 
in subclause
7.2 above, the Agent or the relevant Paying
 
Agent shall pay or cause to
 
be paid all amounts
due in respect of the Notes on
 
behalf of the Issuer (failing
 
which the Guarantor) in the
manner provided in the Conditions. If any payment
 
provided for in subclause 7.1 is made
late but otherwise in accordance with the provisions of
 
this Agreement, the Agent and each
Paying Agent shall nevertheless make payments
 
in respect of the Notes as aforesaid
following receipt by it of such payment.
7.5
 
If for any reason the Agent considers in its reasonable opinion
 
that the amounts to be
received by the Agent pursuant to subclause 7.1
 
will be, or the amounts actually received
by it pursuant thereto are, insufficient to satisfy all claims in respect of all payments
 
then
falling due in respect of the Notes, neither the Agent nor any Paying Agent
 
shall be obliged
to pay any such claims until the Agent has received the full amount
 
of all such payments.
7.6
 
Without prejudice to subclauses 7.4 and 7.5, if the Agent pays any
 
amounts to the holders
of Notes
 
or Coupons or to any Paying Agent at a time when
 
it has not received payment in
full in respect of the relevant Notes in accordance with subclause 7.1
 
(the excess of the
amounts so paid over the amounts so received being the
Shortfall
), the Issuer, failing
which the Guarantor will, in addition to paying amounts due under subclause
 
7.1, pay to the
Agent on demand interest (at a rate which represents the aggregate of
 
one per cent. and
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the Agent's cost of funding the Shortfall) on the Shortfall (or the unreimbursed
 
portion
thereof) until the receipt in full by the Agent of the Shortfall.
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7.7
 
The Agent shall on demand promptly reimburse
 
each Paying Agent for payments in respect
of Notes properly made by such Paying Agent in accordance
 
with this Agreement and the
Conditions unless the Agent has notified the Paying Agent,
 
prior to the opening of business
in the location of the office of the Paying Agent through
 
which payment in respect of the
Notes can be made on the due date of a payment
 
in respect of the Notes, that the Agent
does not expect to receive sufficient funds to make payment of all amounts
 
falling due in
respect of such Notes.
7.8
 
Whilst any Notes are represented by Global Notes, all payments due
 
in respect of such
Notes shall
 
be made to, or to the order of, the holder of the Global Notes,
 
subject to and in
accordance with the provisions of the Global Notes.
 
On the occasion of any such payment
(i) in the case of a CGN, the Paying Agent to which
 
the Global Note was presented for the
purpose of making such payment shall cause the appropriate
 
Schedule to the relevant
Global Note to be annotated so as to evidence the amounts and
 
dates of such payments of
principal and/or interest as applicable or (ii) in the case of
 
any Global Note which is an
NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg
 
to make appropriate
entries in their records to reflect such payment.
7.9
 
If the amount of principal and/or interest then due for payment is
 
not paid in full (otherwise
than by reason of a deduction required by law to be
 
made therefrom or by reason of a
FATCA
 
Withholding),
(i) the Paying
 
Agent to which
 
a Note
 
is presented for
 
the purpose of
 
making such payment
shall,
 
unless
 
the
 
Note
 
is
 
an
 
NGN,
 
make
 
a
 
record
 
of
 
such
 
Shortfall
 
on
 
the
 
Note
 
and
 
such
record shall,
 
in the
 
absence of manifest
 
error,
 
be
prima facie
evidence that
 
the payment in
question has not to that extent
 
been made or (ii) in the case
 
of any Global Note which is an
NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate
entries in their records to reflect such shortfall in payment.
7.10
 
In the event that (a) the Issuer is or becomes a Participating
 
FFI, (b) Notes are issued or
amended (or any terms of the Notes are waived) after
 
the Grandfathering Date and (c) the
Issuer or the Guarantor determines in its sole discretion that FATCA Withholding will be
required in connection with any payment due to the Agent on any
 
Notes, then the Issuer or
the Guarantor will be entitled to re-direct or reorganise any such payment
 
in any way that it
sees fit in order that the payment may be made without FATCA Withholding provided that
any such redirected or reorganised payment is otherwise made
 
in accordance with this
Agreement.
 
The Issuer will promptly notify the Agent and the Noteholders
 
of any such
redirection or reorganisation.
7.11
 
The Agent shall be entitled to deduct FATCA Withholding, and shall have no obligation to
gross-up any payment hereunder or to pay any additional
 
amount as a result of such
FATCA
 
Withholding.
8.
 
DETERMINATIONS
 
AND
 
NOTIFICATIONS
 
IN
 
RESPECT
 
OF
 
NOTES
 
AND
 
INTEREST
DETERMINATION
8.1
Determinations and Notifications
(a)
 
The Agent shall make all such determinations and calculations
 
(howsoever described) as it
is required to do under the Conditions, all subject to and in accordance
 
with the Conditions.
(b)
 
The Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a
result of the Agent having acted on any quotation given by any Reference
 
Bank which
subsequently may be found to be incorrect.
(c)
 
The Agent shall promptly notify (and confirm in writing to) the
 
Issuer, the Guarantor, the
other Paying Agents and (in respect of a Series of Notes listed on
 
a Stock Exchange) the
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relevant Stock Exchange of,
inter alia
, each Rate of Interest, Interest Amount and Interest
Payment Date and all other amounts, rates and dates which it
 
is obliged to determine or
calculate under the Conditions as
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soon
 
as
 
practicable
 
after
 
the
 
determination
 
thereof
 
and
 
of
 
any
 
subsequent
 
amendment
thereto pursuant to the Conditions.
(d)
 
The Agent shall use its best endeavours to cause each Rate of
 
Interest, Interest Amount
and Interest Payment Date and all other amounts, rates and dates
 
which it is obliged to
determine or calculate under the Conditions to be published
 
as required in accordance with
the Conditions as soon as possible after their determination
 
or calculation.
(e)
 
If the Agent does not at any material time for any reason determine
 
and/or calculate and/or
publish the Rate of Interest, Interest Amount and/or Interest Payment
 
Date in respect of any
Interest Period
 
or any other amount, rate or date as provided in this clause,
 
it shall
forthwith notify the Issuer, the Guarantor and the other Paying Agents of such fact.
(f)
 
Determinations with regard to Notes shall be made by the Calculation
 
Agent specified in the
applicable Final Terms in the manner specified in the applicable Final Terms.
 
Unless
otherwise agreed between the Issuer and the relevant Dealer or
 
unless the Agent is the
Calculation Agent (in which case the provisions of this Agreement
 
shall apply), such
determinations shall be made on the basis of a Calculation
 
Agency Agreement substantially
in the form of Appendix 1 to this Agreement.
8.2
Interest Determination,
 
Screen Rate Determination
 
including Fallback
 
Provisions
(a)
 
Where Screen Rate Determination is specified 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 determined in accordance with the Conditions.
(b)
 
The Conditions also contain provisions for determining the Rate of
 
Interest in the event that
the Relevant Screen Page is not available or the quotation or quotations
 
required by the
Conditions are unavailable or following a Benchmark Event or Benchmark
 
Transition Event.
9.
 
NOTICE OF ANY WITHHOLDING
 
OR DEDUCTION
In the
 
event that
 
(a) the
 
Issuer or
 
the Guarantor
 
is or
 
becomes a
 
Participating FFI
 
and (b)
Notes
 
are
 
issued
 
or
 
amended
 
(or
 
any
 
terms
 
of
 
the
 
Notes
 
are
 
waived)
 
after
 
the
Grandfathering Date, the Issuer will notify the Agent as
 
soon as is practicable of: (i) the fact
that
 
the
 
Issuer
 
or
 
the
 
Guarantor
 
is
 
or
 
has
 
become
 
a
 
Participating
 
FFI,
 
and
 
(ii)
 
any
 
other
information
 
known
 
to
 
the
 
Issuer
 
and
 
pertaining
 
to
 
the
 
Issuer
 
or,
 
as
 
the
 
case
 
may
 
be,
 
the
Guarantor,
 
necessary
 
for
 
the
 
Agent
 
to
 
determine
 
the
 
amount,
 
if
 
any,
 
it
 
is
 
required
 
to
withhold or
 
deduct in
 
respect of
 
any FATCA
 
Withholding in
 
relation to
 
any payment
 
under
the Notes.
10.
 
DUTIES OF THE
 
AGENT IN CONNECTION
 
WITH EARLY REDEMPTION
10.1
 
If the Issuer decides to redeem any Notes for the time being outstanding
 
prior to their
Maturity Date in accordance with the Conditions, the Issuer shall,
 
unless otherwise agreed,
give notice of such decision to the Agent not less than
 
15 days before the date on which the
Issuer will give notice to the Noteholders in accordance with
 
the Conditions of such
redemption in order to enable the Agent to undertake its obligations
 
herein and in the
Conditions.
10.2
 
If some only of the Notes are to be redeemed on such date, the Agent
 
shall make the
required drawing in accordance with the Conditions but shall give
 
the Issuer and the
Guarantor reasonable notice of the time and place proposed
 
for such drawing and the
Issuer shall be entitled to send representatives to attend such
 
drawing.
10.3
 
The Agent shall publish the notice required in connection with any
 
such redemption and
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shall at the same
 
time also
 
publish a
 
separate list
 
of the
 
serial numbers
 
of any
 
Notes
previously drawn and not
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2005996996.8
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presented
 
for
 
redemption.
 
Such
 
notice
 
shall
 
specify
 
the
 
date
 
fixed
 
for
 
redemption,
 
the
redemption amount,
 
the manner
 
in which
 
redemption will
 
be effected
 
and, in
 
the case
 
of a
partial
 
redemption, the
 
serial
 
numbers
 
of
 
the
 
Notes
 
to
 
be
 
redeemed.
 
Such
 
notice
 
will
 
be
published
 
in
 
accordance
 
with
 
the
 
Conditions.
 
The
 
Agent
 
will
 
also
 
notify
 
the
 
other
 
Paying
Agents of any date fixed for redemption of any Notes.
10.4
 
Each Paying Agent will keep a stock of Put Notices and
 
will make such notices available on
demand to holders of Notes, the Conditions of which provide
 
for redemption at the option of
Noteholders. Upon receipt of any Note deposited
 
in the exercise of such option in
accordance with the Conditions, the Paying Agent
 
with which such Note is deposited shall
hold such Note (together with any Coupons and Talons relating to it deposited with it) on
behalf of the depositing Noteholder (but shall not, save as provided
 
below, release it) until
the due date for redemption of the relevant Note consequent upon
 
the exercise of such
option, when, subject as provided below, it shall present such Note (and any such Coupons
and Talons)
 
to itself for payment of the amount due thereon together with
 
any interest due
on such date in accordance with the Conditions and shall
 
pay such moneys in accordance
with the directions of the Noteholder contained in the relevant Put
 
Notice.
 
If, prior to such
due date for its redemption, such Note becomes immediately due and
 
payable or if upon
due presentation payment of such redemption moneys is improperly
 
withheld or refused,
the Paying Agent concerned shall post such Note (together with
 
any such Coupons and
Talons)
 
by uninsured post to, and at the risk of, the relevant Noteholder
 
unless the
Noteholder has otherwise requested and paid the
 
costs of such insurance to the relevant
Paying Agent at the time of depositing the Notes at such address as
 
may have been given
by the Noteholder in the relevant Put Notice.
 
At the end of each period for the exercise
 
of
such option, each Paying
 
Agent shall promptly notify the Agent of
 
the principal amount of
the Notes in respect of which such option has been exercised
 
with it together with their
serial numbers and the Agent shall promptly notify such details
 
to the Issuer.
 
The Issuer
 
or
the Guarantor shall provide to the Agent sufficient supplies of blank Put Notices
 
for such
purposes.
11.
 
RECEIPT AND PUBLICATION OF NOTICES
11.1
 
Forthwith upon the receipt by the Agent of a demand or notice
 
from any Noteholder in
accordance with the Conditions the Agent shall forward a copy thereof
 
to the Issuer and the
Guarantor.
11.2
 
On behalf of and at the request and expense of the Issuer (failing which
 
the Guarantor), the
Agent shall cause to be published all notices required to be given by
 
the Issuer or the
Guarantor to the Noteholders in accordance with the Conditions.
12.
 
CANCELLATION OF NOTES, COUPONS
 
AND TALONS
12.1
 
All Notes which are redeemed, all Coupons which are paid
 
and all Talons which are
exchanged shall be cancelled by the Agent or Paying Agent by which
 
they are redeemed,
paid or exchanged.
 
In addition, the Issuer and the Guarantor shall immediately notify the
Agent in writing of all Notes which are purchased by or on behalf
 
of the Issuer or the
Guarantor and all such Notes surrendered to a Paying Agent
 
for cancellation, together (in
the case of Definitive Notes) with all unmatured Coupons or
 
Talons
 
(if any) attached thereto
or surrendered therewith, shall be cancelled by the Paying Agent
 
to which they are
surrendered.
 
Each of the other Paying Agents shall give to
 
the
 
Agent details of all
payments made by it and shall deliver all cancelled Notes, Coupons
 
and Talons
 
to the
Agent.
12.2
 
A certificate stating:
(a)
 
the
 
aggregate
 
nominal
 
amount
 
of
 
Notes
 
which
 
have
 
been
 
redeemed
 
and
 
the
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aggregate amount paid in respect thereof;
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(b)
 
the number of Notes cancelled together (in the case of Notes in definitive
 
form) with
details of all unmatured Coupons or Talons (if any) attached thereto or delivered
therewith;
(c)
 
the aggregate amount paid
 
in respect of interest on
 
the Notes;
(d)
 
the total number by maturity
 
date of Coupons and
 
Talons
 
so cancelled; and
(e)
 
(in the case of Definitive
 
Notes) the serial numbers of
 
such Notes,
shall
 
be
 
given
 
to
 
the
 
Issuer
 
by
 
the
 
Agent
 
as
 
soon
 
as
 
reasonably
 
practicable
 
and
 
in
 
any
event upon written
 
request within three months
 
after the date
 
of such repayment
 
or,
 
as the
case may be, payment or exchange.
12.3
 
The Agent shall destroy all cancelled Notes, Coupons and Talons and, forthwith upon
destruction, furnish the Issuer upon written request with a certificate
 
of the serial numbers
of the Notes (in the case of Notes in definitive form) and the number
 
by maturity date of
Coupons and Talons so destroyed.
12.4
 
Without prejudice to the obligations of the Agent pursuant to subclause
 
12.2, the Agent
shall keep a full and complete record of all Notes, Coupons and Talons (other than serial
numbers of Coupons) and of their redemption, purchase by or on
 
behalf of the Issuer or the
Guarantor and cancellation, payment or exchange (as the case may be)
 
and of all
replacement Notes, Coupons or Talons
 
issued
 
in substitution for mutilated, defaced,
destroyed, lost or stolen Notes,
 
Coupons or Talons.
 
The Agent shall in respect of the
Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry
of ten years from the Relevant Date in respect of such Coupons and
 
(in the case of Talons)
indefinitely either all paid or exchanged Coupons of that maturity or
 
a list of the serial
numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Agent
shall at all reasonable times make such record available to the Issuer, the Guarantor and
any persons authorised by it for inspection and for the
 
taking of copies thereof or extracts
therefrom.
12.5
 
The Agent is authorised by the Issuer and instructed (a) in the case
 
of any Global Note
which is a CGN, to endorse or to arrange for the endorsement of
 
the relevant Global Note
to reflect the reduction in the nominal amount represented by it
 
by the amount so redeemed
or purchased and cancelled and (b) in the case of any Global Note
 
which is an NGN, to
instruct Euroclear and Clearstream, Luxembourg to make appropriate
 
entries in their
records to reflect such redemption or purchase and cancellation, as
 
the case may be;
provided, that, in the case of a purchase or cancellation, the Issuer
 
has notified the Agent
of the same in accordance with subclause 12.1.
12.6
 
All records and certificates made or given pursuant to this clause
 
and clause 13 shall make
a distinction between Notes, Coupons and Talons of each Series.
13.
 
ISSUE OF REPLACEMENT
 
NOTES, COUPONS
 
AND TALONS
13.1
 
The Issuer will cause a sufficient quantity of additional forms of Notes, Coupons
 
and Talons
to be available, upon request, to the Agent at its specified office for the purpose
 
of issuing
replacement Notes, Coupons and Talons as provided below.
13.2
 
The Agent will, subject to and in accordance with the Conditions
 
and the following
provisions of
 
this clause, cause to be delivered any replacement Notes, Coupons
 
and
Talons
 
which the Issuer may determine to issue in place of Notes,
 
Coupons and Talons
which have been lost, stolen, mutilated, defaced or destroyed.
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13.3
 
In the case of a mutilated or defaced Note, the Agent shall ensure
 
that (unless otherwise
covered by such indemnity as the Issuer may reasonably require)
 
any replacement Note
will only have attached
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to it Coupons and Talons corresponding to those (if any) attached to the mutilated or
defaced Note which is presented for replacement.
13.4
 
The Agent shall not issue any replacement Note, Coupon or Talon unless and until the
claimant therefor shall have:
(a)
 
paid such costs and
 
expenses as may be incurred
 
in connection therewith;
(b)
 
furnished it with such evidence
 
and indemnity as
 
the Issuer may reasonably
 
require;
and
(c)
 
in the case of any
 
mutilated or defaced Note, Coupon
 
or Talon,
 
surrendered it to the
Agent.
13.5
 
The Agent shall cancel any mutilated or defaced Notes, Coupons
 
and Talons
 
in respect of
which replacement Notes, Coupons and Talons have been issued pursuant to this clause
and shall furnish the Issuer with a certificate stating
 
the serial numbers of the Notes,
Coupons and Talons so cancelled and, unless otherwise instructed by the Issuer in writing,
shall destroy such cancelled Notes,
 
Coupons and Talons and furnish the Issuer with a
destruction certificate containing the information specified
 
in subclause 12.3.
13.6
 
The Agent shall, on issuing any replacement Note, Coupon or
 
Talon, forthwith inform the
Issuer and the other Paying Agents of the serial number of such
 
replacement Note, Coupon
or Talon
 
issued and (if known) of the serial number of the Note,
 
Coupon or Talon in place of
which such replacement Note, Coupon or Talon has been issued.
 
Whenever replacement
Coupons or Talons are issued pursuant to the provisions of this clause, the Agent shall also
notify the other Paying Agents of the maturity dates of the lost, stolen,
 
mutilated, defaced or
destroyed Coupons or Talons and of the replacement Coupons or Talons
 
issued.
13.7
 
The Agent shall keep a full and complete record of all replacement
 
Notes, Coupons and
Talons
 
issued and shall make such record available at all reasonable
 
times to the Issuer,
the Guarantor and any persons authorised by it for inspection and
 
for the taking of copies
thereof or extracts therefrom.
13.8
 
Whenever any Note, Coupon or Talon for which a replacement Note, Coupon or Talon has
been issued and in respect of which the serial number is known
 
is presented to the Agent
or any of the other Paying Agents for payment, the Agent or, as the case may be, the
relevant other Paying Agent shall immediately send notice thereof
 
to the Issuer and the
other Paying Agents.
14.
 
COPIES OF DOCUMENTS
 
AVAILABLE
 
FOR INSPECTION OR
 
COLLECTION
14.1
 
The Paying Agents shall hold available for inspection or collection
 
at their specified office
during normal business hours copies of all documents required
 
to be so available by the
Conditions of any Notes. For these purposes, the Issuer, failing which the Guarantor, shall
furnish the Paying Agents with sufficient copies of each of the relevant documents.
14.2
 
Each Paying Agent shall provide by email to a Noteholder copies
 
of all documents required
to be so available by the Conditions of any Notes, following the Noteholder’s
 
prior written
request and provision of proof of holding and identity (in a form
 
satisfactory to the relevant
Paying Agent).
15.
 
MEETINGS OF NOTEHOLDERS
15.1
 
The provisions of Schedule 4 hereto shall apply to meetings of
 
the Noteholders and shall
have effect in the same manner as if set out in this Agreement.
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15.2
 
Without prejudice to subclause 15.1, each of the Agent and the
 
other Paying Agents on the
request
 
of
 
any
 
Noteholder
 
shall
 
issue
 
voting
 
certificates
 
and
 
block
 
voting
 
instructions
 
in
accordance
 
with
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Schedule
 
4
 
and
 
shall
 
forthwith
 
give
 
notice
 
to
 
the
 
Issuer
 
in
 
writing
 
of
 
any
 
revocation
 
or
amendment
 
of a
 
block voting
 
instruction.
 
Each of
 
the Agent
 
and the
 
other Paying
 
Agents
will
 
keep
 
a
 
full
 
and
 
complete
 
record
 
of
 
all
 
voting
 
certificates
 
and
 
block
 
voting
 
instructions
issued by it and will, not less than
 
24 hours before the time appointed for holding a meeting
or
 
adjourned meeting,
 
deposit at
 
such
 
place
 
as the
 
Agent shall
 
designate or
 
approve, full
particulars
 
of
 
all
 
voting
 
certificates
 
and
 
block
 
voting
 
instructions
 
issued
 
by
 
it
 
in
 
respect
 
of
such
 
meeting
 
or
 
adjourned
 
meeting.
 
The
 
Issuer
 
shall
 
provide
 
to
 
the
 
Agent
 
sufficient
supplies of such voting certificates and block voting instructions
 
for such purposes.
16.
 
COMMISSIONS, EXPENSES
 
AND REVIEW OF FEES
 
AND EXPENSES
16.1
 
The Issuer, failing which the Guarantor agrees to pay to the Agent such fees and
commissions as the Issuer, the Guarantor and the Agent shall separately agree in respect
of the services of the Agent and the other Paying Agents hereunder
 
together with any
expenses reasonably incurred (including legal, printing, postage,
 
fax, cable and advertising
expenses) incurred by the Agent and the other Paying Agents in
 
connection with their said
services.
16.2
 
The Agent will make payment of the fees and commissions due hereunder
 
to the other
Paying
 
Agents and will reimburse their expenses promptly after the receipt
 
of the relevant
moneys from the Issuer or, as the case may be, the Guarantor. Neither the Issuer nor the
Guarantor shall be
 
responsible for any such payment or reimbursement
 
by the Agent to
the other Paying Agents.
16.3
 
The parties to this Agreement agree that, at the request of the Agent,
 
the fees and
expenses payable under this clause 16 may be reviewed and increased
 
from time to time in
accordance with the Agent’s or any other relevant Paying
 
Agent’s then current fee levels.
In addition, the Agent reserves the right at any time and
 
from time to time to charge the
Issuer properly incurred additional fees and expenses in
 
respect of the performance by the
Agent or such other Paying Agent of services hereunder in respect of any
 
exercise by the
Issuer or the Noteholders of any call or put option, exchanges,
 
conversions, solicitations,
offers, tenders or any other process that requires communication with
 
the Noteholders.
17.
 
INDEMNITY
17.1
 
The Issuer, failing which the Guarantor, agrees to indemnify,
 
defend and hold the Agent
and its officers, directors, employees, agents and shareholders harmless
 
from and against
any and all liabilities that are properly incurred by each of them
 
and their respective officers,
directors, employees, agents and shareholders arising directly or indirectly
 
out of or in
connection with this Agreement (including value added tax or similar
 
tax pursuant to clause
1.4 of this Agreement and stamp and other documentary taxes
 
and duties pursuant to
clause 27 of this Agreement, but
 
excluding all other taxes), including, without limitation, any
payment made by the Agent relying on information received by
 
it pursuant to clause 7 and
the legal costs and expenses as such expenses are incurred
 
(including, without limitation,
the expenses of any experts, counsel, agents or other professional
 
advisers) of
investigating, preparing for or defending itself against any action, claim
 
or liability in
connection with its performance hereunder.
 
In no event however, shall the Issuer or the
Guarantor be obliged to indemnify the Agent and keep the Agent
 
harmless from any fees,
expenses, charges and/or liabilities (i) incurred by the Agent
 
as a result of its own fraud,
wilful misconduct or negligence, or (ii) the reimbursement of which is governed
 
by another
clause of this Agreement.
17.2
 
The indemnity set out above shall survive
 
the resignation or removal of the Agent
 
or any
termination or expiry of this Agreement including any termination
 
under any bankruptcy law
or similar.
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18.
 
REPAYMENT
 
BY THE AGENT
Upon the Issuer or,
 
as the case may be, the Guarantor
 
being discharged from its obligation
to
 
make
 
payments
 
in
 
respect
 
of
 
any
 
Notes
 
pursuant
 
to
 
the
 
relevant
 
Conditions,
 
and
provided
 
that
 
there
 
is
 
no
 
outstanding,
bona
 
fide
and
 
proper
 
claim
 
in
 
respect
 
of
 
any
 
such
payments, the
 
Agent shall
 
forthwith on
 
demand pay
 
to the
 
Issuer or,
 
as the
 
case may
 
be,
the Guarantor sums
 
equivalent to any
 
amounts paid to
 
it by the
 
Issuer or,
 
as the case may
be, the Guarantor for the purposes of such payments.
19.
 
CONDITIONS OF APPOINTMENT
19.1
 
The Agent shall be entitled to deal with money paid to it by the Issuer
 
or the Guarantor for
the purpose of this Agreement in the same manner as other
 
money paid to a banker by its
customers except:
(a)
 
that it shall not exercise
 
any right of set-off, lien or similar
 
claim in respect
 
thereof;
(b)
 
as provided in subclause 19.2
 
below; and
(c)
 
that it shall not be
 
liable to account to the
 
Issuer or the Guarantor for any interest
thereon.
19.2
 
In acting hereunder and in connection with the Notes, the Agent
 
and the other Paying
Agents shall act solely as agents of the Issuer and the Guarantor and
 
will not thereby
assume any obligations towards or relationship of agency or trust
 
for or with any of the
owners or holders of the Notes, Coupons or Talons.
19.3
 
The Agent and the other Paying Agents hereby undertake to
 
the Issuer and the Guarantor
to perform such obligations and duties, and shall be obliged to perform
 
such duties and
only such duties as are herein (including Schedule 8 in the
 
case of the Agent), in the
Conditions and in the Procedures Memorandum specifically
 
set forth and no implied duties
or obligations shall be read into this Agreement or the Notes against
 
the Agent and the
other Paying Agents.
 
Each of the Paying Agents (other than the Agent) agrees
 
that if any
information that is required by the Agent to perform the duties set
 
out in Schedule 8
becomes known to it, it will promptly provide such information to the Agent.
19.4
 
The Agent may consult with legal and other professional
 
advisers and the opinion of such
advisers shall be full and complete protection in respect of any action
 
taken, omitted or
suffered hereunder in good faith and in accordance with the opinion of such advisers.
19.5
 
Each of the Agent and the other Paying
 
Agents shall be protected and shall incur no liability
for or in respect of any action taken, omitted or suffered in reliance upon
 
any instruction,
request or order from the Issuer or the Guarantor or any notice,
 
resolution, direction,
consent, certificate, affidavit, Note, statement, cable, telex or other paper
 
or document
which it reasonably believes to be genuine and to have been delivered,
 
signed or sent by
the proper party or parties or upon written instructions from the
 
Issuer or the Guarantor.
19.6
 
Any of the Agent and the other Paying Agents and their officers, directors and
 
employees
may become the owner of, or acquire any interest in, any Notes,
 
Coupons or Talons with
the same rights that it or they would have if the Agent or the
 
relevant other Paying Agent,
as the case may be, concerned were not appointed hereunder, and may engage or be
interested in any financial or other transaction with the Issuer
 
or the Guarantor and may act
on, or as depositary, trustee or agent for,
 
any committee or body of holders of Notes or
Coupons or in connection with any other obligations
 
of the Issuer or the Guarantor as freely
as if the Agent or the relevant other Paying
 
Agent, as the case may be, were not appointed
hereunder.
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19.7
 
The Issuer and the Guarantor shall provide the Agent with a certified
 
copy of the list of
persons authorised to execute documents and take action
 
on its behalf in connection with
this Agreement and shall notify the Agent immediately in writing
 
if any of such persons
ceases to be so authorised or if any additional person becomes so authorised
 
together, in
the case of an additional authorised person, with
 
evidence satisfactory to the Agent that
such person has been so authorised.
19.8
 
Notwithstanding any provision of this Agreement
 
to the contrary, the Agent shall not in any
event be liable for indirect, punitive or consequential loss or
 
damage of any kind
whatsoever (including but not limited to lost profits), whether or not
 
foreseeable, even if the
Agent has been advised of the likelihood of such loss or damage
 
and regardless of whether
the claim for loss or damage is made in negligence, for breach of contract
 
or otherwise.
19.9
 
Notwithstanding anything to the contrary in the transaction documents,
 
the Agent shall not
be liable to any person for any matter or thing done or omitted in
 
any way in connection
with the transaction documents save in relation to its own wilful
 
default, negligence, fraud or
wilful misconduct, including that of its officers and employees.
19.10
 
The Agent shall not be under any obligation to take (and the Agent shall
 
be entitled to
refrain from taking without liability) any action under this Agency
 
Agreement (including
without limitation, any legal action or proceedings under or in connection
 
with this Agency
Agreement) or the other transaction documents which in its reasonable
 
opinion may be
illegal or contrary to any law or regulation applicable to it (including,
 
without limitation, the
laws of the United States of America or any jurisdiction forming part of
 
it or England and
Wales or Luxembourg) or any direction or regulation of any agency of any such state or
jurisdiction. The Agent may without liability do anything which is,
 
in its reasonable opinion,
necessary to comply with any such law, directive,
 
policy or regulation.
 
In such event, the
Agent shall, where legally permissible and reasonably practicable,
 
take all reasonable steps
to notify the Issuer that it has so refrained.
20.
 
RELEASE OF THE GUARANTOR
20.1
 
If the Guarantee terminates and the Guarantor is released from
 
its obligations in respect of
the Notes pursuant to Condition 2(c) (
Termination of Guarantee
), the Guarantor will be
deemed to be simultaneously released from its rights and
 
obligations as the Guarantor
under this Agreement from (and including) the Guarantee Termination Date, without
prejudice to any obligations which may have accrued prior to
 
that time, without the need for
any further act or thing to be done.
20.2
 
Pursuant to the terms of Condition 2(c), the Issuer shall deliver to
 
the Agent a notice of
such termination as soon as reasonably practicable after such
 
termination.
21.
 
COMMUNICATION BETWEEN THE PARTIES
A copy
 
of all
 
communications relating to
 
the subject
 
matter of
 
this Agreement
 
between the
Issuer,
 
the Guarantor and the Noteholders or Couponholders and any of the Paying
 
Agents
(other than the Agent) shall be sent to the Agent by the other
 
relevant Paying Agent.
22.
 
CHANGES IN AGENT
 
AND OTHER PAYING AGENTS
22.1
 
Each of the Issuer and the Guarantor agrees that, for so long as
 
any Note is outstanding, or
until moneys for the payment of all amounts in respect of all
 
outstanding Notes have been
made available to the Agent and have been returned to the
 
Issuer or, as the case may be,
the Guarantor as provided herein:
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(a)
 
so long as any Notes are listed on any Stock Exchange,
 
there will at all times be a
Paying Agent (which may be the Agent) with a specified office in such place
 
as may
be required by the rules and regulations of the relevant Stock Exchange
 
or other
relevant authority;
(b)
 
there will at all times
 
be a Paying Agent with
 
a specified office outside Norway;
 
and
(c)
 
there will at all times be
 
an Agent.
In
 
addition, the
 
Issuer
 
and
 
the
 
Guarantor
 
shall
 
forthwith
 
appoint
 
a
 
Paying Agent
 
having
 
a
specified office in New York
 
City in the circumstances described in the second paragraph of
Condition
 
4(d).
 
Any
 
variation,
 
termination,
 
appointment
 
or
 
change
 
shall
 
only
 
take
 
effect
(other than in the case of insolvency (as provided in subclause
 
22.5 below), when it shall be
of immediate effect)
 
after not less
 
than 30
 
nor more than
 
45 days' prior
 
notice thereof shall
have been given to the Noteholders in accordance with Condition
 
12.
22.2
 
The Agent may (subject as provided in subclause 22.4 below) at any time
 
resign as Agent
by giving at least 90 days' written notice to the Issuer
 
and the Guarantor of such intention
on its part, specifying the date on which its desired resignation
 
shall become effective.
22.3
 
The Agent may (subject as provided in subclause 22.4 below) be
 
removed at any time by
the Issuer and the Guarantor on at least 30 days' notice by
 
the filing with it of an instrument
in writing signed on behalf of the Issuer and the Guarantor specifying
 
such removal and the
date when it shall become effective.
22.4
 
Any resignation under subclause 22.2
 
or removal under subclauses 22.3 or 22.5
 
shall only
take effect upon the appointment by the Issuer and the Guarantor as hereinafter
 
provided,
of a successor Agent and (other than in cases of insolvency of the
 
Agent) on the expiry of
the notice to be given under clause 24.
 
The Issuer and the Guarantor agree with the Agent
that if, by the day falling ten days before the expiry of any notice under
 
subclause 22.2, the
Issuer and the Guarantor have not
 
appointed a successor Agent, then the Agent shall be
entitled, on behalf of the Issuer and the Guarantor to appoint as
 
a successor Agent in its
place a reputable financial institution of good standing which
 
the Issuer shall approve (such
approval not to be unreasonably withheld or delayed).
22.5
 
In case at any time the Agent resigns, or is removed, or becomes
 
incapable of acting, or is
adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy
 
or makes an
assignment for the benefit of its creditors or consents to the appointment
 
of an
administrator, liquidator or
 
administrative or other receiver of all or a substantial part of
 
its
property, or admits in writing its inability to pay or meet its debts as they mature or
suspends payment thereof, or if any order of any court is entered
 
approving any petition
filed by or against it under the provisions of any applicable
 
bankruptcy or insolvency law or
if a receiver of it or of all or a substantial part of its property is appointed
 
or if any officer
takes charge or control of it or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, a successor Agent, which shall
 
be a reputable financial
institution of good standing may be appointed by the Issuer and
 
the Guarantor by an
instrument in writing filed with the successor Agent.
 
Upon the appointment as aforesaid of
a successor Agent and acceptance by the latter
 
of such appointment and (other than
 
in
case of insolvency of the Agent when it
 
shall be of immediate effect) upon expiry of the
notice to be given under clause 24 the Agent so superseded shall cease
 
to be the Agent
hereunder.
22.6
 
Subject to subclause 22.1, the Issuer and the Guarantor may, after prior consultation with
the Agent, terminate the appointment of any of the other Paying Agents
 
at any time and/or
appoint one or more further other Paying Agents by giving to
 
the Agent, and to the relevant
other Paying Agent at least
 
45 days' notice in writing to that effect (other than in the case of
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insolvency of the other Paying
Agent).
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22.7
 
Subject to subclause 22.1, all or any of the Paying Agents may resign
 
their respective
appointments hereunder at any time by giving the Issuer, the Guarantor and the Agent at
least 45 days' written notice to that effect.
22.8
 
Upon its resignation or
 
removal becoming effective, the
 
Agent or the relevant
 
Paying Agent:
(a)
 
shall forthwith transfer all moneys held by
 
it hereunder and, if applicable, deliver
 
the
records referred to in subclauses 12.4 and 13.7 to the successor Agent
 
hereunder;
and
(b)
 
shall be entitled to the payment by the Issuer, failing which the Guarantor of its
commissions, fees and expenses for the services theretofore
 
rendered hereunder in
accordance with the terms of clause 16.
22.9
 
Upon its appointment becoming effective, a successor Agent and any new
 
Paying Agent
shall, without further act, deed or conveyance, become vested with all
 
the authority, rights,
powers, trusts, immunities, duties and
 
obligations of its predecessor or, as the case
 
may be,
a Paying Agent with like effect as if originally named
 
as Agent or (as the case may be) a
Paying Agent hereunder.
22.10
 
If either the Issuer or Guarantor is required to withhold
 
or deduct any FATCA
 
Withholding in
connection with any payments due on the Notes and such FATCA Withholding would not
have arisen but for the Paying Agent not being
 
or having ceased to be a person
 
to whom
payments are free from FATCA Withholding, the Issuer or Guarantor will be entitled, during
the period in which that Paying Agent is not a
 
person to whom payments are free
 
from
FATCA
 
Withholding, to terminate the Paying Agent with 10 days’ notice
 
and such
termination will be effective from any such time specified in writing to such
 
Paying Agent.
23.
 
MERGER AND CONSOLIDATION
Any
 
corporation
 
into
 
which
 
the
 
Agent
 
or
 
any
 
other
 
Paying
 
Agent
 
may
 
be
 
merged
 
or
converted, or
 
any corporation with
 
which the Agent
 
or any of
 
the other
 
Paying Agents may
be consolidated, or
 
any corporation resulting
 
from any
 
merger,
 
conversion or consolidation
to which the Agent or any
 
of the other Paying Agents shall be
 
a party,
 
or any corporation to
which
 
the
 
Agent
 
or
 
any
 
of
 
the
 
other
 
Paying
 
Agents
 
shall
 
sell
 
or
 
otherwise
 
transfer
 
all
 
or
substantially
 
all
 
the
 
assets
 
of
 
the
 
Agent
 
or
 
any other
 
Paying
 
Agent,
 
or
 
any
 
corporation to
which
 
the
 
Agent
 
or
 
any
 
other
 
Paying
 
Agent
 
shall
 
sell
 
or
 
otherwise
 
transfer
 
all
 
or
substantially
 
all
 
of
 
its
 
corporate
 
trust
 
business
 
shall,
 
on
 
the
 
date
 
when
 
such
 
merger,
conversion, consolidation
 
or transfer
 
becomes effective
 
and to
 
the extent
 
permitted by
 
any
applicable laws, become
 
the successor
 
Agent or,
 
as the
 
case may
 
be, other
 
Paying Agent
under this
 
Agreement without
 
the execution
 
or filing
 
of any
 
paper or
 
any further
 
act on
 
the
part
 
of
 
the
 
parties
 
hereto,
 
unless
 
otherwise
 
required
 
by
 
the
 
Issuer
 
or
 
the
 
Guarantor,
 
and
after
 
the
 
said
 
effective
 
date
 
all
 
references in
 
this
 
Agreement to
 
the
 
Agent
 
or,
 
as the
 
case
may
 
be,
 
such
 
other
 
Paying
 
Agent
 
shall
 
be
 
deemed
 
to
 
be
 
references
 
to
 
such
 
corporation.
Written
 
notice of
 
any such
 
merger,
 
conversion, consolidation
 
or
 
transfer shall
 
forthwith be
given to the Issuer and the Guarantor by the Agent or other
 
Paying Agent.
24.
 
NOTIFICATION OF CHANGES TO PAYING AGENTS
Following
 
receipt
 
of
 
notice
 
of
 
resignation
 
from
 
the
 
Agent
 
or
 
any
 
other
 
Paying
 
Agent
 
and
forthwith
 
upon
 
appointing
 
a
 
successor
 
Agent
 
or,
 
as
 
the
 
case
 
may
 
be,
 
further
 
or
 
other
Paying Agents or on giving notice to terminate the appointment of the Agent or, as the
 
case
may
 
be,
 
other
 
Paying
 
Agent,
 
the
 
Agent
 
(on
 
behalf
 
of
 
and
 
at
 
the
 
expense
 
of
 
the
 
Issuer,
failing which the Guarantor) shall give or
 
cause to be given not more than
 
45 days' nor less
than 30 days' notice thereof to the Noteholders in accordance with
 
the Conditions.
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25.
 
CHANGE OF SPECIFIED
 
OFFICE
If
 
the
 
Agent
 
or
 
any
 
other
 
Paying
 
Agent
 
determines
 
to
 
change
 
its
 
specified
 
office
 
it
 
shall
(after
 
having, in any such case other than a
 
change of specified office within the same
 
city,
obtained
 
the
 
prior
 
written
 
approval
 
of
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
thereto)
 
give
 
to
 
the
Issuer,
 
the
 
Guarantor
 
and
 
(if
 
applicable)
 
the
 
Agent
 
written
 
notice
 
of
 
such
 
determination
giving the address of the new specified office which shall be in the same city
 
and stating the
date on which such change is to take effect, which shall not be less than 45 days
 
thereafter.
The
 
Agent
 
(on
 
behalf
 
of
 
the
 
Issuer,
 
failing
 
which
 
the
 
Guarantor)
 
but
 
at
 
its
 
own
 
expense)
shall within
 
15
 
days of
 
receipt of
 
such notice
 
(unless the
 
appointment of
 
the
 
Agent or
 
the
other relevant
 
Paying Agent,
 
as the
 
case may
 
be, is
 
to terminate
 
pursuant to clause
 
22 on
or prior
 
to the
 
date of
 
such change)
 
give or
 
cause to
 
be given
 
not more
 
than 45
 
days' nor
less than 30 days' notice thereof to the Noteholders in accordance
 
with the Conditions.
26.
 
NOTICES AND COMMUNICATION
26.1
 
Any notice or communication
 
given hereunder shall be
 
sufficiently given or served:
(a)
 
if delivered in person to the relevant address specified on
 
the signature pages
hereof or such other address as may be notified by the recipient
 
in accordance with
this clause and, if so delivered, shall be deemed to have been delivered
 
at time of
receipt; or
(b)
 
if by email, when sent, subject to no delivery failure notification being
 
received by
the
 
sender within 24 hours of the time of sending, to the relevant email
 
address
specified on the signature pages hereof or such other email address
 
as may be
notified by the recipient in accordance with this clause; or
(c)
 
if sent by facsimile to the relevant number specified on the signature
 
pages hereof
or such other address as may be notified by the recipient in accordance
 
with this
clause and, if so sent, shall be deemed to have been delivered immediately
 
after
transmission provided such transmission is confirmed when an acknowledgement
 
of
receipt is received.
26.2
 
Where a communication is received after business hours it shall be deemed
 
to be received
and become effective on the next business day. Every communication
 
shall be irrevocable
save in respect of any manifest error therein.
26.3
 
In no event shall the Agent or any other entity of The Bank of New York Mellon Group be
liable for any losses arising to the Agent or any other entity of The Bank
 
of New York
Mellon Group
 
receiving or transmitting any data from any Issuer, any Authorised Person or
any party to the transaction via any non-secure method of transmission
 
or communication,
such as, but without limitation, by facsimile or email. The parties hereto accept that some
methods of communication are not secure and
 
the Agent or any other entity of The Bank of
New York Mellon Group shall incur no liability for receiving Instructions via any such non-
secure method.
 
The Agent or any other entity of The Bank of New York Mellon Group is
authorised to comply with and rely upon any such notice,
 
Instructions or other
communications believed by it to have been sent or given by
 
an Authorised Person or an
appropriate party to the transaction (or authorised
 
representative thereof).
 
The Issuer or
authorised officer of the Issuer shall use all reasonable endeavours to ensure
 
that
Instructions transmitted to the Agent or any
 
other entity of The Bank of New
 
York Mellon
Group pursuant to this Agreement are complete and
 
correct.
 
Any Instructions shall be
conclusively deemed to be valid Instructions from the Issuer
 
or authorised officer of the
Issuer to the Agent or any other entity of The Bank
 
of New York Mellon Group for the
purposes of this Agreement.
0010155-0003437 UKO2:
 
2005996996.8
39
27.
 
TAXES AND STAMP DUTIES
The
 
Issuer,
 
failing
 
which
 
the
 
Guarantor,
 
agrees
 
to
 
pay
 
any
 
and
 
all
 
stamp
 
and
 
other
documentary
 
taxes
 
or
 
duties
 
which
 
may
 
be
 
payable
 
in
 
connection
 
with
 
the
 
execution,
delivery, performance and enforcement of this Agreement.
28.
 
CURRENCY INDEMNITY
If, under
 
any applicable law
 
and whether pursuant
 
to a
 
judgment being made
 
or registered
against
 
the
 
Issuer
 
and/or
 
the
 
Guarantor
 
or
 
in
 
the
 
liquidation,
 
insolvency
 
or
 
analogous
process of
 
the Issuer
 
and/or the
 
Guarantor or
 
for any
 
other reason,
 
any payment
 
under or
in connection
 
with this
 
Agreement is
 
made or
 
falls to
 
be satisfied
 
in a
 
currency (the
other
currency
)
 
other
 
than
 
that
 
in
 
which
 
the
 
relevant
 
payment
 
is
 
expressed
 
to
 
be
 
due
 
(the
required
 
currency
)
 
under
 
this
 
Agreement,
 
then,
 
to
 
the
 
extent
 
that
 
the
 
payment
 
(when
converted into the required currency
 
at the rate of
 
exchange on the date of
 
payment or,
 
if it
is not practicable for the
 
Agent or the relevant
 
other Paying Agent to purchase
 
the required
currency with
 
the other
 
currency on
 
the date
 
of payment,
 
at the
 
rate
 
of exchange
 
as soon
thereafter
 
as
 
it
 
is
 
practicable
 
for
 
it
 
to
 
do
 
so
 
or,
 
in
 
the
 
case
 
of
 
a
 
liquidation,
 
insolvency
 
or
analogous process
 
at the
 
rate of
 
exchange on
 
the latest
 
date permitted
 
by applicable
 
law
for
 
the
 
determination
 
of
 
liabilities
 
in
 
such
 
liquidation,
 
insolvency
 
or
 
analogous
 
process)
actually received by
 
the Agent
 
or the relevant
 
other Paying Agent
 
falls short of
 
the amount
due under
 
the terms
 
of this
 
Agreement, the
 
Issuer and
 
the Guarantor
 
jointly and
 
severally
undertake
 
that
 
they
 
shall,
 
as
 
a
 
separate
 
and
 
independent
 
obligation,
 
indemnify
 
and
 
hold
harmless the Agent and each
 
other Paying Agent against the
 
amount of such shortfall.
 
For
the
 
purpose
 
of
 
this
 
clause,
rate
 
of
 
exchange
means
 
the
 
rate
 
at
 
which
 
the
 
Agent
 
or
 
the
relevant other Paying
 
Agent is able
 
on the relevant
 
date to purchase
 
the required currency
with
 
the
 
other
 
currency
 
and
 
shall
 
take
 
into
 
account
 
any
 
premium
 
and
 
other
 
costs
 
of
exchange.
29.
 
AMENDMENTS
This
 
Agreement
 
may
 
be
 
amended
 
in
 
writing
 
by
 
agreement
 
between
 
the
 
Issuer,
 
the
Guarantor,
 
the
 
Agent
 
and
 
the
 
other
 
Paying
 
Agents,
 
but
 
without
 
the
 
consent
 
of
 
any
Noteholder
 
or
 
Couponholder,
 
for
 
the
 
purpose
 
of
 
curing
 
any
 
ambiguity
 
or
 
of
 
curing,
correcting
 
or
 
supplementing
 
any
 
defective
 
provision
 
contained
 
herein
 
or
 
in
 
any
 
manner
which
 
the
 
parties
 
may
 
mutually
 
deem
 
necessary
 
or
 
desirable
 
and
 
which
 
shall
 
not
 
be
materially prejudicial to the interests of the Noteholders.
 
The Issuer, the Guarantor and the
Agent may also agree any modification pursuant to
 
Condition 13 of the Notes.
30.
 
DESCRIPTIVE HEADINGS
The descriptive headings in this Agreement are for convenience of
 
reference only and shall
not define or limit the provisions hereof.
31.
 
CONTRACT (RIGHTS OF
 
THIRD PARTIES) ACT 1999
A
 
person
 
who
 
is
 
not
 
a
 
party
 
to
 
this
 
Agency
 
Agreement
 
or
 
any
 
agency
 
agreement
supplemental hereto has
 
no right
 
under the Contracts
 
(Rights of
 
Third Parties) Act
 
1999 to
enforce any term of this Agency Agreement or any agency agreement supplemental hereto,
but this does not affect any right or
 
remedy of a third party which exists or is available apart
from that Act.
32.
 
GOVERNING LAW AND SUBMISSION
 
TO JURISDICTION
32.1
 
This
 
Agreement
 
and
 
any
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
with
 
it
 
are governed by, and shall be construed in accordance with, English law.
0010155-0003437 UKO2:
 
2005996996.8
40
32.2
 
The courts of England are to have exclusive
 
jurisdiction to settle any disputes which may
arise of out of or in connection with this Agreement (including
 
a dispute relating to any non-
contractual obligations arising out of or in connection with
 
this Agreement) and accordingly
any legal action or proceedings arising out of or in connection with
 
this Agreement
(
Proceedings
) (including any Proceedings relating to any non-contractual obligations
arising out of or in connection with this Agreement) may be brought
 
in such courts.
 
The
Issuer 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
Proceedings have been brought in an inconvenient forum.
 
This submission is made for the
benefit of each of the Paying Agents and, to the extent allowed
 
by applicable law, 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).
The Issuer
 
and the
 
Guarantor irrevocably
 
appoints Equinor
 
UK Limited
 
(whose offices
 
are
at
 
the
 
date
 
of
 
this
 
Agreement
 
at
 
One
 
Kingdom
 
Street,
 
Paddington
 
Central,
 
London
 
W2
6BD)
 
as
 
their
 
authorised agent
 
for
 
service
 
of
 
process in
 
England.
 
If
 
for
 
any
 
reason
 
such
agent shall cease to
 
be such agent for
 
service of process, the Issuer
 
and/or the Guarantor,
as
 
the
 
case
 
may
 
be,
 
shall
 
forthwith,
 
on
 
request
 
of
 
the
 
Agent,
 
appoint
 
a
 
new
 
agent
 
for
service
 
of
 
process
 
in
 
England
 
and
 
deliver
 
to
 
the
 
Agent
 
a
 
copy
 
of
 
the
 
new
 
agent's
acceptance of
 
that appointment
 
within 30
 
days.
 
Nothing in
 
this Agreement
 
shall affect
 
the
right to serve process in any other manner permitted by law.
33.
 
COUNTERPARTS
33.1
 
This Agreement may be executed by any one or more of the parties hereto
 
in any number
of counterparts, each of which
 
shall be deemed to be an
 
original, but all such counterparts
shall together constitute one and the same instrument.
34.
 
GENERAL
34.1
 
If any provision in or obligation
 
under this Agreement is or becomes
 
invalid, illegal or
unenforceable in any respect under the law of any jurisdiction,
 
that will not affect or impair
(i) the validity, legality or enforceability under the law of that jurisdiction of any other
provision in or obligation under this Agreement, and (ii) the
 
validity, legality or enforceability
under the law of any other jurisdiction of that or any other provision in or
 
obligation under
this Agreement.
35.
 
EU CONTRACTUAL RECOGNITION
 
OF BAIL-IN
Notwithstanding
 
and
 
to
 
the
 
exclusion
 
of
 
any
 
other
 
term
 
of
 
this
 
Agreement
 
or
 
any
 
other
agreements, arrangements, or
 
understanding between the
 
parties to
 
this Agreement,
 
each
of
 
the
 
parties
 
to
 
this
 
Agreement
 
acknowledges
 
and
 
accepts
 
that
 
a
 
BRRD
 
Liability
 
arising
under
 
this
 
Agreement
 
may
 
be
 
subject
 
to
 
the
 
exercise
 
of
 
Bail-in
 
Powers
 
by
 
the
 
Relevant
Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(a)
 
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in
 
relation
to any BRRD Liability of any BRRD Entity (a
Relevant BRRD Party
) to any other party
under this Agreement, that (without limitation) may include and
 
result in any of the
following, or some combination thereof:
(i)
 
the reduction of all,
 
or a portion, of the
 
BRRD Liability or outstanding
 
amounts due
thereon;
(ii)
 
the conversion of all, or a portion, of the BRRD Liability into shares,
 
other securities
or
 
other obligations of the Relevant BRRD Party
 
or another person, and the issue to
0010155-0003437 UKO2:
 
2005996996.8
41
or
 
conferral on any other party to this Agreement of such shares,
 
securities or
obligations;
0010155-0003437 UKO2:
 
2005996996.8
42
(iii)
 
the cancellation of any
 
BRRD Liability; and
(iv)
 
the amendment or alteration of the amounts due
 
in relation to any BRRD Liability,
including any interest, if applicable, thereon, or the date on which
 
any payments are
due, including by suspending payment for a temporary period; and
(b)
 
the
 
variation
 
of
 
the
 
terms
 
of
 
this
 
Agreement
 
as
 
deemed
 
necessary
 
by
 
the
 
Relevant
Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant
Resolution Authority.
For the purposes of this
 
clause 35:
Bail-in Legislation
means, in
 
relation to
 
a member
 
state of
 
the European
 
Economic Area
which
 
has
 
implemented,
 
or
 
which
 
at
 
any
 
time
 
implements,
 
the
 
BRRD,
 
the
 
relevant
implementing law,
 
regulation, rule or requirement as
 
described in the EU Bail-in
 
Legislation
Schedule from time to time;
Bail-in Powers
means any
 
Write-down and
 
Conversion Powers as
 
defined in the
 
EU Bail-
in Legislation Schedule, in relation to the relevant Bail-in Legislation;
BRRD
means
 
Directive
 
2014/59/EU
 
of
 
15
 
May
 
2014
 
establishing
 
the
 
framework
 
for
 
the
recovery and resolution of
 
credit institutions and investment firms,
 
as amended or replaced
from time to time;
BRRD Entity
means any party to
 
this Agreement that is subject
 
to Bail-in Powers;
BRRD Liability
means any
 
liability in
 
respect of
 
which the
 
relevant Bail-in
 
Powers may
 
be
exercised;
EU Bail-in
 
Legislation Schedule
means the
 
document described
 
as such,
 
then in
 
effect,
and published by the Loan Market Association (or any successor person) from time to time;
and
Relevant
 
Resolution
 
Authority
means,
 
in
 
respect
 
of
 
any
 
Relevant
 
BRRD
 
Party,
 
the
resolution
 
authority
 
with
 
the
 
ability
 
to
 
exercise
 
any
 
Bail-in
 
Powers
 
in
 
relation
 
to
 
such
Relevant BRRD Party.
IN
 
WITNESS
 
WHEREOF
the
 
parties
 
hereto
 
have
 
executed
 
this
 
Agreement
 
as
 
of
 
the
 
date
 
first
above written.
0010155-0003437 UKO2:
 
2005996996.8
43
SCHEDULE 1
TERMS AND CONDITIONS
 
OF THE NOTES OTHER
 
THAN VPS NOTES
This Note is one of a Series (as defined below) of
 
Notes issued by Equinor ASA (the
Issuer
)
pursuant to the Agency Agreement (as defined 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
 
Specified
Denomination in the Specified Currency;
(ii)
 
definitive Notes issued in
 
exchange for a
 
global Note; and
(iii)
 
any global Note.
The
 
Notes
 
and
 
the
 
Coupons (as
 
defined
 
below)
 
also
 
have
 
the
 
benefit
 
of
 
an
 
amended
 
and
restated
 
Agency
 
Agreement
 
(such
 
Agency
 
Agreement,
 
as
 
modified
 
and/or
 
restated
 
and/or
supplemented
 
from
 
time
 
to
 
time,
 
the
Agency
 
Agreement
)
 
dated
 
11
 
May
 
2023
 
and
 
made
among
 
the
 
Issuer,
 
Equinor
 
Energy
 
AS
 
(the
Guarantor
),
 
The
 
Bank
 
of
 
New
 
York
 
Mellon,
London
 
Branch
 
as
 
issuing
 
and
 
principal
 
paying
 
agent
 
(the
Agent
,
 
which
 
expression
 
shall
include
 
any
 
successor agent
 
specified
 
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
 
(subject
 
to
 
Condition
 
2(c)
(
Termination
 
of
 
Guarantee
))
 
have
 
the
 
benefit
 
of
 
the
 
deed
 
of
 
guarantee
 
executed
 
by
 
the
Guarantor (such
 
deed
 
as modified
 
and/or restated
 
and/or
 
supplemented from
 
time
 
to
 
time,
the
Guarantee
) dated 13 May 2020.
Interest bearing definitive
 
Notes have interest
 
coupons (
Coupons
) and in
 
the case of
 
Notes
which, when issued in definitive form, have more than 27 interest payments remaining 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.
The final
 
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
 
complete
 
these
 
Terms
 
and
Conditions. 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
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.
0010155-0003437 UKO2:
 
2005996996.8
44
The Noteholders and
 
the Couponholders are
 
entitled to the
 
benefit of the
 
Deed of Covenant
(such
 
Deed
 
of
 
Covenant,
 
as
 
modified
 
and/or
 
restated
 
and/or
 
supplemented
 
from
 
time
 
to
time, the
Deed
 
of
 
Covenant
) dated
 
13 May
 
2020 and
 
made by
 
the Issuer.
 
The original
 
of
the
 
Deed
 
of
 
Covenant
 
is
 
held
 
by
 
a
 
common
 
depositary
 
on
 
behalf
 
of
 
Euroclear
 
(as
 
defined
below) and Clearstream, Luxembourg (as defined below).
Copies of
 
the Agency
 
Agreement and
 
the Deed
 
of Covenant
 
(i) are
 
available for
 
inspection
or
 
collection during
 
normal business
 
hours at
 
the
 
specified
 
office
 
of each
 
of
 
the
 
Agent and
the other Paying Agents or (ii)
 
may be provided by email to
 
a Noteholder following their prior
written request to the
 
Agent or any other
 
Paying Agent and provision
 
of proof of holding
 
and
identity
 
(in
 
a
 
form
 
satisfactory to
 
the
 
Agent
 
or
 
the
 
relevant
 
Paying Agent,
 
as the
 
case may
be). When
 
the Notes
 
are to
 
be admitted
 
to trading
 
on the
 
main market
 
of the
 
London Stock
Exchange
 
plc,
 
the
 
applicable
 
Final
 
Terms
 
will
 
be
 
published
 
on
 
the
 
website
 
of
 
the
 
London
Stock
 
Exchange
 
plc
 
through
 
a
 
regulatory
 
information
 
service.
 
The
 
applicable
 
Final
 
Terms
will, during
 
normal business
 
hours, be
 
available for
 
viewing at
 
and copies
 
may be
 
obtained
from
 
the
 
registered
 
office
 
of
 
the
 
Issuer
 
and
 
from
 
the
 
specified
 
office
 
of
 
each
 
of
 
the
 
Paying
Agents
 
by
 
a
 
Noteholder
 
upon
 
such
 
Noteholder
 
producing
 
evidence
 
satisfactory
 
to
 
the
relevant Paying
 
Agent as
 
to its
 
holding of
 
such Notes
 
and its
 
identity.
 
The Noteholders
 
and
the
 
Couponholders are
 
deemed to
 
have notice
 
of,
 
and are
 
entitled to
 
the
 
benefit of,
 
all the
provisions of the
 
Agency Agreement and the
 
applicable Final Terms
 
which are applicable
 
to
them.
Words
 
and
 
expressions
 
defined
 
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 definitive
 
Notes, serially
 
numbered, in
 
the
currency
 
(the
Specified
 
Currency
)
 
and
 
the
 
denominations
 
(the
Specified
Denomination(s)
)
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms.
 
Notes
 
of
 
one
 
Specified
Denomination may not be exchanged for Notes of another Specified
 
Denomination.
This
 
Note
 
may
 
be
 
a
 
Fixed
 
Rate
 
Note,
 
a
 
Floating
 
Rate
 
Note,
 
a
 
Zero
 
Coupon
 
Note
 
or
 
a
combination
 
of
 
any
 
of
 
the
 
foregoing,
 
depending
 
upon
 
the
 
Interest
 
Basis
 
shown
 
in
 
the
applicable Final Terms.
Definitive 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 and
 
Coupons will
 
pass by
 
delivery.
 
The Issuer,
the Guarantor, and any Paying Agent may deem and treat the
 
bearer of any Note 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
 
SA/NV
 
(
Euroclear
)
 
and/or
 
Clearstream
 
Banking
 
S.A.
 
(
Clearstream,
 
Luxembourg
)
each
 
person (other
 
than Euroclear
 
or
 
Clearstream, Luxembourg)
 
who
 
is for
 
the time
 
being
0010155-0003437 UKO2:
 
2005996996.8
45
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
 
certificate 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
 
benefit 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 benefit
 
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
 
Coupons
 
(if
 
any)
 
constitute
 
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
Coupons
 
(if
 
any)
 
shall,
 
save
 
for
 
such
 
exceptions
 
as
 
may
 
be
 
provided
 
by
 
applicable
legislation,
 
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
 
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.
(c)
 
Termination of Guarantee
(i)
 
The Guarantee shall automatically and unconditionally be terminated
 
on the
Guarantee Termination Date. As soon as reasonably practicable after such
termination (and by no later than 15 Business Days (as defined
 
in Condition 3(b)(i)
(
Interest Payment Dates
)) after the Guarantee Termination Date), the Guarantor or
the Issuer shall provide notice of such termination to the Noteholders
 
and
Couponholders in accordance with Condition 12 (
Notices
).
For the purposes of
 
this Condition 2(c)(i):
Guarantee Termination
 
Date
means the
 
first date
 
on which
 
the
 
aggregate amount
of
 
indebtedness
 
for
 
borrowed
 
money
 
for
 
which
 
the
 
Guarantor
 
is
 
an
 
obligor
 
(as
 
a
guarantor,
 
co-issuer
 
or
 
borrower)
 
does
 
not
 
exceed
 
10
 
per
 
cent.
 
of
 
the
 
aggregate
principal
 
amount
 
of
 
indebtedness
 
for
 
borrowed
 
money
 
of
 
the
 
Issuer
 
and
 
its
Subsidiaries (as defined
 
in Condition 8
 
(
Events of Default
)), on a
 
consolidated basis,
as of such time; and
0010155-0003437 UKO2:
 
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the amount of the Guarantor's indebtedness for borrowed money shall not include (A)
any
 
Notes
 
subject
 
to
 
this
 
Condition
 
2(c)
 
(
Termination
 
of
 
Guarantee
),
 
(B)
 
any
 
other
debt the
 
terms of
 
which permit
 
the termination
 
of the
 
Guarantor's guarantee
 
of such
debt under similar circumstances, as long as the Guarantor's obligations in respect of
such other debt are terminated at substantially the same time as
 
the Guarantee, and
(C)
 
any
 
debt
 
that
 
is
 
being
 
refinanced
 
at
 
substantially
 
the
 
same
 
time
 
that
 
the
Guarantee
 
of
 
the
 
Notes
 
is
 
being
 
terminated,
provided
 
that
any
 
obligations
 
of
 
the
Guarantor in respect of the debt that is incurred in the refinancing shall be included in
the calculation of the Guarantor's indebtedness for borrowed money.
(ii)
 
For the avoidance of doubt, the Notes may not be declared due and
 
payable
pursuant to Condition 8(e) (
Events of Default
) as a result of the Guarantee being
terminated pursuant to this Condition 2(c) (
Termination of Guarantee
).
3.
 
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
 
definitive
 
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 specified in the applicable Final
Terms,
 
amount to the Broken Amount(s) so specified.
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 first) Interest Payment Date.
Except
 
in
 
the
 
case
 
of
 
Notes
 
in
 
definitive
 
form
 
where
 
a
 
Fixed
 
Coupon
 
Amount
 
or
 
Broken
Amount
 
is specified
 
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
(B)
 
in the case of Fixed Rate
 
Notes in definitive
 
form, the Calculation Amount,
and, in each case, multiplying such sum by the applicable
 
Day Count Fraction.
The
 
resultant
 
figure
 
(including
 
after
 
application
 
of
 
any
 
Fixed
 
Coupon
 
Amount
 
or
 
Broken
Amount to the Calculation Amount in the case of Fixed Rate Notes in definitive form) shall be
rounded to the nearest
 
sub-unit of the relevant Specified
 
Currency,
 
half of any such sub-unit
being rounded upwards or otherwise in accordance with applicable
 
market convention.
Where the Specified Denomination of a Fixed Rate Note in
 
definitive 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
0010155-0003437 UKO2:
 
2005996996.8
47
Amount and the amount by which the Calculation Amount is multiplied to reach the Specified
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 3(a) (
Interest on Fixed Rate Notes
):
(i)
 
if "Actual/Actual (ICMA)"
 
is specified 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 (1) the number of days in such Determination
 
Period
and (2) the number of Determination Dates (as specified 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:
(1)
 
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 specified 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 specified 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 12
 
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 final
 
Interest Payment Date is not
 
a Determination Date, the period
 
commencing
on the first
 
Determination Date prior to,
 
and ending on
 
the first 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
(i)
Interest Payment Dates
0010155-0003437 UKO2:
 
2005996996.8
48
Each
 
Floating
 
Rate
 
Note
 
bears
 
interest
 
from
 
(and
 
including)
 
the
 
Interest
Commencement Date and such interest will be payable in arrear
 
on either:
(A)
 
the Specified Interest Payment Date(s) (each an
Interest Payment Date
) in
each year specified in the applicable Final Terms; or
(B)
 
if no Specified Interest Payment Date(s)
 
is/are specified in the
 
applicable Final
Terms,
 
each date (each an
Interest Payment Date
) which falls the number of
months or other period specified as the Specified Period in the applicable
Final Terms
 
after the preceding Interest Payment Date or, in the case of the
first 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
 
first)
 
Interest
 
Payment
 
Date
 
or
 
the
 
relevant
 
payment
 
date
 
if
 
the
 
Notes
become payable on a date other than an Interest Payment Date).
If
 
a
 
Business
 
Day
 
Convention
 
is
 
specified
 
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 specified
is:
(1)
 
in any case where Specified Periods are specified in accordance with
Condition 3(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 Specified 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 Modified 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
(4)
 
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)
 
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
(other than TARGET System) specified in the applicable Final Terms;
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49
(B)
 
if TARGET System is specified as an Additional Business Centre in the
applicable Final Terms, a day on which the Trans-European Automated Real-
Time Gross Settlement Express Transfer System (known as TARGET or T2)
or any successor or replacement for that system (the
TARGET System
) is
open; and
(C)
 
either (1) in relation to any sum payable in a Specified 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 financial centre of the
country of the relevant Specified Currency (which if the Specified Currency
 
is
New Zealand dollars shall be Auckland) or (2) in relation to any sum
 
payable
in euro, a day on which the TARGET System is open.
(ii)
Rate of Interest
The Rate
 
of Interest
 
payable from
 
time to
 
time in
 
respect of
 
Floating Rate
 
Notes will
be determined in the manner specified in the applicable Final
 
Terms.
(A)
 
ISDA Determination for
 
Floating Rate Notes
Where ISDA
 
Determination is
 
specified 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
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
under
 
an
 
interest
rate swap transaction if the Agent or the Calculation Agent, as applicable, were acting
as Calculation
 
Agent (as
 
defined in
 
the ISDA
 
Definitions (as
 
defined below))
 
for that
swap
 
transaction
 
under
 
the
 
terms
 
of
 
an
 
agreement
 
incorporating
 
(i)
 
if
 
“2006
 
ISDA
Definitions”
 
is
 
specified
 
in
 
the
 
applicable Final
 
Terms,
 
the
 
2006
 
ISDA
 
Definitions as
amended
 
and
 
updated
 
as
 
at
 
the
 
Issue
 
Date
 
of
 
the
 
first
 
Tranche
 
of
 
the
 
Notes,
published by
 
the International
 
Swaps and
 
Derivatives Association, Inc.
 
(
ISDA
); or
 
(ii)
if
 
“2021
 
ISDA
 
Definitions”
 
is
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms,
 
the
 
latest
version of the 2021 ISDA Interest
 
Rate Derivatives Definitions as at the Issue
 
Date of
the
 
first
 
Tranche
 
of
 
the
 
Notes,
 
published
 
by
 
ISDA
 
(together,
 
the
ISDA
 
Definitions
)
and under which:
(1)
 
the Floating Rate
 
Option is as specified
 
in the applicable
 
Final Terms;
(2)
 
the Designated Maturity, if applicable, is a period specified in the applicable
Final Terms;
(3)
 
the relevant Reset
 
Date is the day
 
specified in the
 
applicable Final Terms;
(4)
 
if the Floating Rate Option is an Overnight Floating Rate Option,
 
the
Overnight Rate Compounding Method is one of the following as specified
 
in
the applicable Final Terms:
(A)
 
Compounding with
 
Lookback;
(B)
 
Compounding with
 
Observation Period
 
Shift; or
(C)
 
Compounding with Lockout;
 
and
0010155-0003437 UKO2:
 
2005996996.8
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(5)
 
if the Floating Rate Option is a Compounded Index Floating Rate
 
Option, the
Index Method is Compounded
 
Index Method with Observation
 
Period Shift, as
specified in the applicable Final Terms.
In connection with
 
the Overnight Rate
 
Compounding Method, references in
 
the ISDA
Definitions
 
to
 
numbers
 
or
 
other
 
items
 
specified
 
in
 
the
 
relevant
 
confirmation shall
 
be
deemed to be references
 
to the numbers or
 
other items specified for
 
such purpose in
the applicable Final Terms.
For the purposes of this
 
sub-paragraph (A), (i)
Floating Rate
,
Floating Rate Option
,
Designated
 
Maturity
,
Reset
 
Date
,
Overnight
 
Floating
 
Rate
 
Option
,
Overnight
Rate
 
Compounding Method
,
Compounding with
 
Lookback
,
Compounding with
Observation
 
Period
 
Shift
,
Compounding
 
with
 
Lockout
,
Averaging
 
with
Lookback
,
Averaging
 
with
 
Observation
 
Period
 
Shift
,
Averaging
 
with
 
Lockout
,
Compounded
 
Index
 
Floating
 
Rate
 
Option
,
Index
 
Method
and
Compounded
Index
 
Method
 
with
 
Observation
 
Period
 
Shift
have
 
the
 
meanings
 
given
 
to
 
those
terms
 
in
 
the
 
ISDA
 
Definitions,
 
(ii)
 
the
 
definition
 
of
Banking
 
Day
in
 
the
 
ISDA
Definitions
 
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 on European Union.
(B)
 
Screen Rate Determination
 
for Floating Rate
 
Notes – Term Rate
Where “Screen
 
Rate Determination” is
 
specified in the
 
applicable Final Terms
 
as the
manner in which the Rate of Interest is to be determined and “Term
 
Rate” is specified
in the applicable Final
 
Terms
 
to be “Applicable”, the
 
Rate of Interest for
 
each Interest
Period will, subject to Condition
 
3(b)(viii) (
Benchmark Discontinuation
) and subject as
provided below, be either:
(1)
 
the offered quotation;
 
or
(2)
 
the arithmetic mean (rounded if necessary to the fifth decimal place, with
0.000005 being rounded upwards) of the offered quotations,
(expressed
 
as
 
a
 
percentage
 
rate
 
per
 
annum)
 
for
 
the
 
Reference
 
Rate
 
(being
 
either
EURIBOR
 
or
 
NIBOR
 
or
 
STIBOR,
 
in
 
each
 
case
 
for
 
the
 
relevant
 
currency
 
and/or
period, all as specified in the applicable Final Terms)
 
which appears or appear, as the
case
 
may
 
be,
 
on
 
the
 
Relevant
 
Screen
 
Page
 
(or
 
such
 
replacement
 
page
 
on
 
that
service
 
which
 
displays
 
the
 
information)
 
as
 
at
 
the
 
Specified
 
Time
 
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
 
or the
 
Calculation Agent,
as applicable. If five
 
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
 
or
 
the
Calculation Agent,
 
as applicable,
 
for the
 
purpose of
 
determining the
 
arithmetic mean
(rounded as provided above) of such offered quotations.
If,
 
other
 
than
 
in
 
the
 
circumstances
 
described
 
in
 
Condition
 
3(b)(viii)
 
(
Benchmark
Discontinuation
) below,
 
the Relevant Screen Page is not
 
available or if, in the case of
Condition 3(b)(ii)(B)(1), no such offered quotation appears or, in the case of Condition
3(b)(ii)(B)(2), fewer than three such offered quotations appear, in each case as at the
0010155-0003437 UKO2:
 
2005996996.8
51
time
 
specified
 
in
 
Condition
 
3(b)(ii)(B)
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
applicable,
 
shall
 
request
 
each
 
of
 
the
 
Reference
 
Banks
 
to
 
provide
 
the
 
Agent
 
or
 
the
Calculation
 
Agent,
 
as
 
applicable,
 
with
 
its
 
offered
 
quotation
 
(expressed
 
as
 
a
percentage
 
rate
 
per
 
annum)
 
for
 
the
 
Reference
 
Rate
 
at
 
approximately
 
the
 
Specified
Time on
 
the Interest Determination Date
 
in question.
 
If two or
 
more of the Reference
Banks
 
provide
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
with
 
such
 
offered
quotations, the
 
Rate of
 
Interest for
 
such Interest
 
Period shall
 
be the
 
arithmetic mean
(rounded
 
if
 
necessary
 
to
 
the
 
fifth
 
decimal
 
place
 
with
 
0.000005
 
being
 
rounded
upwards)
 
of
 
such
 
offered
 
quotations
 
plus
 
or
 
minus
 
(as
 
appropriate)
 
the
 
Margin
 
(if
any), all as determined by the Agent or the Calculation Agent, as applicable.
If
 
on
 
any
 
Interest
 
Determination
 
Date
 
one
 
only
 
or
 
none
 
of
 
the
 
Reference
 
Banks
provides
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
with
 
such
 
offered
quotations
 
as
 
provided
 
in
 
the
 
preceding
 
paragraph,
 
the
 
Rate
 
of
 
Interest
 
for
 
the
relevant
 
Interest
 
Period
 
shall
 
be
 
the
 
rate
 
per
 
annum
 
which
 
the
 
Agent
 
or
 
the
Calculation Agent,
 
as applicable,
 
determines as
 
being the
 
arithmetic mean
 
(rounded
if necessary
 
to the
 
fifth decimal
 
place, with
 
0.000005 being
 
rounded upwards)
 
of the
rates, as communicated to (and at
 
the request of) the Agent or the
 
Calculation Agent,
as
 
applicable,
 
by
 
the
 
Reference
 
Banks
 
or
 
any
 
two
 
or
 
more
 
of
 
them,
 
at
 
which
 
such
banks
 
were
 
offered,
 
at
 
approximately
 
the
 
Specified
 
Time
 
on
 
the
 
relevant
 
Interest
Determination
 
Date,
 
deposits
 
in
 
the
 
Specified
 
Currency
 
for
 
a
 
period
 
equal
 
to
 
that
which
 
would
 
have
 
been used
 
for
 
the
 
Reference Rate
 
by
 
leading
 
banks in
 
the
 
Euro-
zone inter-bank
 
market (if
 
the Reference
 
Rate is
 
EURIBOR) or
 
the
 
Norwegian inter-
bank market (if
 
the Reference Rate
 
is NIBOR) or
 
the Stockholm inter-bank
 
market (if
the Reference Rate
 
is STIBOR) plus
 
or minus (as
 
appropriate) the Margin (if
 
any) or,
if fewer than
 
two of the
 
Reference Banks provide
 
the Agent or
 
the Calculation Agent,
as
 
applicable,
 
with
 
such
 
offered
 
rates,
 
the
 
offered
 
rate
 
for
 
deposits
 
in
 
the
 
Specified
Currency
 
for
 
a
 
period
 
equal
 
to
 
that
 
which
 
would
 
have
 
been
 
used
 
for
 
the
 
Reference
Rate,
 
or
 
the
 
arithmetic
 
mean
 
(rounded
 
as
 
provided
 
above)
 
of
 
the
 
offered
 
rates
 
for
deposits in
 
the Specified
 
Currency for
 
a period
 
equal to
 
that which
 
would have
 
been
used
 
for
 
the
 
Reference
 
Rate,
 
at
 
which,
 
at
 
approximately
 
the
 
Specified
 
Time
 
on
 
the
relevant Interest Determination Date, any one
 
or more banks (which bank
 
or banks is
or are in
 
the opinion of
 
the Issuer suitable for
 
such purpose) informs the
 
Agent or the
Calculation Agent, as applicable, it
 
is quoting to leading banks
 
in the Euro-zone inter-
bank market (if the Reference Rate is
 
EURIBOR) or the Norwegian inter-bank market
(if
 
the
 
Reference
 
Rate
 
is
 
NIBOR)
 
or
 
the
 
Stockholm
 
inter-bank
 
market
 
(if
 
the
Reference
 
Rate
 
is
 
STIBOR)
 
plus
 
or
 
minus
 
(as
 
appropriate)
 
the
 
Margin
 
(if
 
any),
provided
 
that,
 
if
 
the
 
Rate
 
of
 
Interest
 
cannot
 
be
 
determined
 
in
 
accordance
 
with
 
the
foregoing provisions of
 
this paragraph, the
 
Rate of Interest
 
shall be
 
determined as at
the last
 
preceding Interest Determination
 
Date (though substituting,
 
where a
 
different
Margin is
 
to be
 
applied to
 
the relevant
 
Interest Period
 
from that
 
which applied
 
to the
last
 
preceding
 
Interest
 
Period,
 
the
 
Margin
 
relating
 
to
 
the
 
relevant
 
Interest
 
Period,
 
in
place of the Margin relating to that last preceding Interest Period).
Reference Banks
means, in
 
the case
 
of Condition
 
3(b)(ii)(B)(1) above,
 
those banks
whose offered rates were
 
used to determine such quotation
 
when such quotation last
appeared
 
on
 
the
 
Relevant
 
Screen
 
Page
 
and,
 
in
 
the
 
case
 
of
 
Condition
 
3(b)(ii)(B)(2)
above, those
 
banks whose
 
offered quotations
 
last appeared
 
on the
 
Relevant Screen
Page when no fewer
 
than three such offered
 
quotations appeared, and in
 
each case,
as selected by the Issuer.
exhibit25p53i0
0010155-0003437 UKO2:
 
2005996996.8
52
Specified
 
Time
means
 
11.00
 
a.m.
 
(Brussels
 
time)
 
if
 
the
 
Reference
 
Rate
 
is
EURIBOR,
 
11.00
 
a.m.
 
(Stockholm
 
time)
 
if
 
the
 
Reference
 
Rate
 
is
 
STIBOR
 
or
 
12.00
noon (Oslo time) if the Reference Rate is NIBOR.
(C)
Screen Rate Determination for Floating Rate Notes – Compounded Daily
 
SONIA –
Non-Index Determination
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and “Overnight
 
Rate” to
 
be
“Applicable”; (2)
 
“Compounded Daily
 
SONIA” as
 
the Reference
 
Rate; and
 
(3) “Index
Determination” to
 
be “Not
 
Applicable”, the Rate
 
of Interest
 
for an
 
Interest Period will,
subject to Condition 3(b)(viii) (
Benchmark Discontinuation
) and as provided below, be
Compounded Daily SONIA Formula Rate
 
with respect to such
 
Interest Period plus or
minus (as indicated in the applicable Final Terms) the applicable Margin (if any).
As
 
used
 
in
 
these
 
Conditions,
Compounded
 
Daily
 
SONIA
 
Formula
 
Rate
means,
with
 
respect
 
to
 
an
 
Interest
 
Period,
 
the
 
rate
 
of
 
return
 
of
 
a
 
daily
 
compound
 
interest
investment during the Observation Period corresponding to such Interest Period (with
the
 
daily
 
SONIA
 
reference
 
rate
 
as
 
reference
 
rate
 
for
 
the
 
calculation
 
of
 
interest)
 
as
calculated
 
by
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
as
 
at
 
the
 
relevant
Interest
 
Determination
 
Date,
 
in
 
accordance
 
with
 
the
 
following
 
formula
 
(and
 
the
resulting
 
percentage
 
will
 
be
 
rounded,
 
if
 
necessary,
 
to
 
the
 
fifth
 
decimal
 
place,
 
with
0.000005 being rounded upwards):
where:
d
is the number of calendar
 
days in:
(1)
 
where “Lag” is specified as the Observation Method in the applicable
Final Terms,
 
the relevant Interest Period; or
(2)
 
where “Observation Shift”
 
is specified as the Observation Method in
the applicable Final Terms, the relevant Observation Period;
d
o
is the number of London
 
Banking Days in:
(1)
 
where “Lag” is specified as the Observation Method in the applicable
Final Terms,
 
the relevant Interest Period; or
(2)
 
where “Observation Shift”
 
is specified as the Observation Method in
the applicable Final Terms, the relevant Observation Period;
i
is
 
a
 
series
 
of
 
whole
 
numbers
 
from
 
one
 
to
 
d
o
,
 
each
 
representing
 
a
 
London
Banking
 
Day
 
in
 
chronological
 
order
 
from,
 
and
 
including,
 
the
 
first
 
London
Banking Day in:
(1)
 
where “Lag” is specified as the Observation Method in the applicable
Final Terms,
 
the relevant Interest Period; or
0010155-0003437 UKO2:
 
2005996996.8
53
(2)
 
where “Observation Shift” is specified as the Observation Method
 
in
the applicable Final Terms, the relevant Observation Period;
London Banking
 
Day
means any
 
day on
 
which commercial
 
banks are
 
open
for
 
general
 
business
 
(including
 
dealing
 
in
 
foreign
 
exchange
 
and
 
foreign
currency deposits) in London;
n
i
, for
 
any London
 
Banking Day "i",
 
means the
 
number of calendar
 
days from
(and
 
including)
 
such
 
London
 
Banking
 
Day
 
"i"
 
up
 
to
 
(but
 
excluding)
 
the
following London Banking Day;
Observation Period
means, in
 
respect of
 
an Interest
 
Period, the
 
period from
(and including)
 
the date
 
falling "p"
 
London Banking
 
Days prior
 
to the
 
first day
of such
 
Interest Period
 
to (but
 
excluding) the
 
date falling
 
"p" London
 
Banking
Days
 
prior
 
to
 
(1)
 
the
 
Interest
 
Payment
 
Date
 
for
 
such
 
Interest
 
Period
 
or
 
(2)
such earlier date, if any, on which the Notes become due and payable;
p
means:
(1)
 
where “Lag” is specified as the Observation Method in the applicable
Final Terms,
 
the number of London Banking Days specified as the
“Lag Period” in the applicable Final Terms (or,
 
if no such number is so
specified, five London Banking Days); or
(2)
 
where “Observation Shift” is specified as the Observation Method
 
in
the applicable Final Terms, the number of London Banking Days
specified as the “Observation Shift Period” in the applicable
 
Final
Terms
 
(or, if no such number is so specified, five London Banking
Days);
SONIA reference rate
means, in respect of any London Banking
 
Day (
LBD
x
),
a reference
 
rate equal
 
to the
 
daily Sterling Overnight
 
Index Average
 
(
SONIA
)
rate
 
for
 
LBD
x
as
 
provided
 
by
 
the
 
administrator
 
of
 
SONIA
 
to
 
authorised
distributors
 
and
 
as
 
then
 
published
 
on
 
the
 
Relevant
 
Screen
 
Page
 
(or,
 
if
 
the
Relevant
 
Screen
 
Page
 
is
 
unavailable,
 
as
 
otherwise
 
published
 
by
 
such
authorised
 
distributors)
 
on
 
the
 
London
 
Banking
 
Day
 
immediately
 
following
LBD
x
; and
SONIA
i
means the SONIA
 
reference rate for:
(1)
 
where “Lag” is specified as the Observation Method in the applicable
Final Terms,
 
the London Banking Day falling "p" London Banking
Days prior to the relevant London Banking Day "i"; or
(2)
 
where “Observation Shift” is specified as the Observation Method
 
in
the applicable Final Terms, the relevant London Banking Day "i".
If, where any Rate of Interest is to
 
be calculated pursuant to this Condition 3(b)(ii)(C),
in respect of any London Banking Day for which the SONIA reference rate is required
to be
 
determined, the
 
Agent or
 
the Calculation
 
Agent, as
 
applicable, determines that
the
 
applicable
 
SONIA
 
reference
 
rate
 
is
 
not
 
available
 
on
 
the
 
Relevant
 
Screen
 
Page
and
 
has
 
not
 
otherwise
 
been
 
published
 
by
 
the
 
relevant
 
authorised
 
distributors,
 
then
(unless the
 
Agent
 
or the
 
Calculation Agent,
 
as applicable,
 
has
 
been
 
notified of
 
any
0010155-0003437 UKO2:
 
2005996996.8
54
Successor
 
Rate
 
or
 
Alternative
 
Rate
 
(and
 
any
 
related
 
Adjustment
 
Spread
 
and/or
Benchmark
 
Amendments)
 
pursuant
 
to
 
Condition
 
3(b)(viii)
 
(
Benchmark
Discontinuation
),
 
if
 
applicable)
 
the
 
SONIA
 
reference
 
rate
 
in
 
respect
 
of
 
such
 
London
Banking Day shall be:
(1)
 
(I) the Bank of England’s Bank Rate (the
Bank Rate
) prevailing at 5.00 p.m.
(London time) (or, if earlier, the close of business) on such London Banking
Day; plus (II) the mean of the spread of the SONIA reference rate
 
to the Bank
Rate over the previous five London Banking Days on which a SONIA
reference rate has been published, excluding the highest spread
 
(or, if there
is more than one highest spread, one only of those highest spreads)
 
and
lowest spread (or, if there is more than one lowest spread, one only of those
lowest spreads) to the Bank Rate; or
(2)
 
if the Bank Rate under (1)(I) above is not available at the relevant time, either
(I)
 
the
 
SONIA
 
reference
 
rate
 
published
 
on
 
the
 
Relevant
 
Screen
 
Page
 
(or
otherwise
 
published
 
by
 
the
 
relevant
 
authorised
 
distributors)
 
for
 
the
 
first
preceding
 
London
 
Banking
 
Day
 
on
 
which
 
the
 
SONIA
 
reference
 
rate
 
was
published
 
on
 
the
 
Relevant
 
Screen
 
Page
 
(or
 
otherwise
 
published
 
by
 
the
relevant
 
authorised
 
distributors)
 
or
 
(II)
 
if
 
this
 
is
 
more
 
recent,
 
the
 
latest
 
rate
determined under (1) above,
and,
 
in
 
each
 
case,
 
references
 
to
 
the
 
"SONIA
 
reference
 
rate"
 
in
 
this
 
Condition
3(b)(ii)(C) shall be construed accordingly.
In
 
the
 
event
 
that
 
the
 
Rate
 
of
 
Interest
 
cannot
 
be
 
determined
 
in
 
accordance
 
with
 
the
foregoing
 
provisions,
 
the
 
Rate
 
of
 
Interest
 
shall
 
(subject
 
to
 
Condition
 
3(b)(viii)
(
Benchmark Discontinuation
)) be:
(1)
 
that determined as at the last preceding Interest Determination Date
 
(though
substituting, where a different Margin, Maximum Rate of Interest and/or
Minimum Rate of Interest is to be applied to the relevant Interest
 
Period from
that which applied to the last preceding Interest Period, the Margin,
 
Maximum
Rate of Interest and/or Minimum Rate of Interest (as the case may be)
relating to the relevant Interest Period, in place of the Margin,
 
Maximum Rate
of Interest and/or Minimum Rate of Interest (as applicable)
 
relating to that last
preceding Interest Period); or
(2)
 
if there is no such preceding Interest Determination Date, the initial
 
Rate of
Interest which would have been applicable to such Notes for the
 
first
scheduled Interest Period had the Notes been in issue for a period
 
equal in
duration to the first scheduled Interest Period but ending on
 
(and excluding)
the Interest Commencement Date (but applying the Margin and,
 
if applicable,
any Maximum Rate of Interest and/or Minimum Rate of Interest,
 
applicable to
the first scheduled Interest Period).
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding)
 
the
 
date
 
on
 
which
the
 
Notes become
 
so
 
due and
 
payable,
 
and such
 
Rate
 
of
 
Interest
 
shall continue
 
to
apply to the
 
Notes for so
 
long as interest
 
continues to accrue
 
thereon as provided
 
in
Condition 3(c) (
Accrual of Interest
).
exhibit25p56i0
0010155-0003437 UKO2:
 
2005996996.8
55
(D)
Screen Rate Determination for Floating Rate Notes – Compounded Daily
 
SONIA –
Index Determination
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and
 
“Overnight Rate”
 
to be
“Applicable”; (2)
 
“Compounded Daily
 
SONIA” as
 
the
 
Reference Rate;
 
and (3)
 
“Index
Determination”
 
to
 
be
 
“Applicable”,
 
the
 
Rate
 
of
 
Interest
 
for
 
an
 
Interest
 
Period
 
will,
subject to Condition 3(b)(viii) (
Benchmark Discontinuation
) and as provided below,
 
be
the Compounded Daily SONIA Index Rate with respect to such Interest Period plus or
minus (as indicated in the applicable Final Terms) the applicable Margin (if any).
Compounded
 
Daily
 
SONIA Index
 
Rate
means,
 
with
 
respect
 
to
 
an
 
Interest
 
Period,
the rate of
 
return of a
 
daily compound interest investment
 
as calculated by
 
the Agent
or the Calculation Agent, as applicable, on the relevant Interest Determination Date in
accordance with
 
the following formula
 
(and the
 
resulting percentage will
 
be rounded,
if necessary, to the fifth decimal place, with 0.000005 being rounded upwards):
where:
d
is
 
the
 
number
 
of
 
calendar
 
days
 
from
 
(and
 
including) the
 
day
 
in
 
relation
 
to
which SONIA
 
Compounded Index
Start
is determined
 
to (but
 
excluding) the day
in relation to which SONIA Compounded Index
End
is determined;
London Banking Day
has the meaning
 
set out in Condition
 
3(b)(ii)(C) above;
Relevant
 
Number
is
 
the
 
number
 
specified
 
as
 
such
 
in
 
the
 
applicable
 
Final
Terms
 
(or, if no such number is specified, five);
SONIA Compounded
 
Index
End
means the
 
SONIA Compounded
 
Index value
relating
 
to
 
the
 
London
 
Banking
 
Day
 
falling
 
the
 
Relevant
 
Number
 
of
 
London
Banking Days
 
prior
 
to (1)
 
the
 
Interest Payment
 
Date for
 
the
 
relevant Interest
Period
 
or
 
(2)
 
such
 
earlier
 
date,
 
if
 
any,
 
on
 
which
 
the
 
Notes
 
become
 
due
 
and
payable;
SONIA Compounded Index
Start
means the
 
SONIA Compounded Index
 
value
relating
 
to
 
the
 
London
 
Banking
 
Day
 
falling
 
the
 
Relevant
 
Number
 
of
 
London
Banking Days prior to the first day of the relevant Interest Period; and
the
SONIA Compounded Index
means, with respect
 
to any
 
London Banking
Day,
 
the
 
value
 
of
 
the
 
SONIA
 
compounded
 
index
 
that
 
is
 
provided
 
by
 
the
administrator
 
of
 
the
 
SONIA
 
reference
 
rate
 
to
 
authorised
 
distributors
 
and
 
as
then published on the Relevant Screen
 
Page (or, if
 
the Relevant Screen Page
is
 
unavailable,
 
as
 
otherwise
 
published
 
by
 
such
 
authorised
 
distributors)
 
in
respect of such London Banking Day.
If, where any Rate of Interest is to be calculated pursuant to
 
this Condition 3(b)(ii)(D),
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
determines
 
that
 
the
 
relevant
SONIA
 
Compounded
 
Index
 
value
 
required
 
to
 
determine
 
SONIA
 
Compounded
Index
Start
or
 
SONIA
 
Compounded
 
Index
End
is
 
not
 
available
 
on
 
the
 
Relevant
 
Screen
Page and has not otherwise
 
been published by the
 
relevant authorised distributors by
exhibit25p57i0
0010155-0003437 UKO2:
 
2005996996.8
56
5.00 p.m.
 
(London time)
 
(or,
 
if later,
 
by the
 
time falling
 
one hour
 
after the
 
customary
or
 
scheduled
 
time
 
for
 
publication
 
thereof
 
in
 
accordance
 
with
 
the
 
then-prevailing
operational
 
procedures of
 
the
 
administrator
 
of
 
the
 
SONIA
 
reference
 
rate
 
or
 
of
 
such
other information service, as the case may
 
be) on the relevant Interest Determination
Date, the Compounded Daily SONIA Index
 
Rate for the applicable Interest
 
Period for
which
 
the
 
relevant
 
SONIA
 
Compounded
 
Index
 
value
 
is
 
not
 
available
 
shall
 
be
"Compounded Daily
 
SONIA Formula Rate"
 
determined in accordance
 
with Condition
3(b)(ii)(C)
 
above
 
as
 
if
 
Index
 
Determination
 
had
 
been
 
specified
 
as
 
being
 
Not
Applicable
 
in
 
the
 
applicable
 
Final
 
Terms,
 
and
 
for
 
these
 
purposes:
 
(1)
 
the
"Observation
 
Method"
 
shall
 
be
 
deemed
 
to
 
be
 
"Observation
 
Shift"
 
and
 
(2)
 
the
"Observation
 
Shift
 
Period"
 
shall
 
be
 
deemed
 
to
 
be
 
equal
 
to
 
the
 
Relevant
 
Number
 
of
London
 
Banking
 
Days,
 
as
 
if
 
those
 
alternative
 
elections
 
had
 
been
 
made
 
in
 
the
applicable Final Terms.
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding)
 
the
 
date
 
on
 
which
the
 
Notes
 
become so
 
due
 
and
 
payable,
 
and
 
such
 
Rate
 
of
 
Interest
 
shall
 
continue
 
to
apply to
 
the Notes
 
for so
 
long as
 
interest continues to
 
accrue thereon as
 
provided in
Condition 3(c) (
Accrual of Interest
).
(E)
Screen
 
Rate
 
Determination
 
for
 
Floating
 
Rate
 
Notes
 
–
 
Compounded
 
Daily
 
SOFR
 
–
Non-Index Determination
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and
 
“Overnight Rate”
 
to be
“Applicable”;
 
(2)
 
“Compounded
 
Daily
 
SOFR”
 
as
 
the
 
Reference
 
Rate;
 
and
 
(3)
 
“Index
Determination” to
 
be “Not
 
Applicable”, the
 
Rate of
 
Interest for
 
an Interest
 
Period will,
subject
 
to
 
Condition
 
3(b)(ix)
 
(
Benchmark
 
Discontinuation
 
–
 
SOFR
)
 
and
 
as
 
provided
below,
 
be
 
Compounded
 
Daily
 
SOFR
 
Formula
 
Rate
 
with
 
respect
 
to
 
such
 
Interest
Period
 
plus
 
or
 
minus
 
(as
 
indicated
 
in
 
the
 
applicable
 
Final
 
Terms)
 
the
 
applicable
Margin (if any).
Compounded Daily SOFR Formula Rate
means, with respect to an
 
Interest Period,
the
 
rate
 
of
 
return
 
of
 
a
 
daily
 
compound
 
interest
 
investment
 
in
 
U.S.
 
dollars
 
(with
 
the
Secured
 
Overnight
 
Financing
 
Rate
 
as
 
the
 
reference
 
rate
 
for
 
the
 
calculation
 
of
interest)
 
as
 
calculated
 
by
 
the
 
Agent
 
or
 
the
 
Calculation Agent,
 
as
 
applicable,
 
on
 
the
relevant
 
Interest
 
Determination
 
Date
 
in
 
accordance
 
with
 
the
 
following
 
formula
 
(and
the
 
resulting
 
percentage
 
will
 
be
 
rounded,
 
if
 
necessary,
 
to
 
the
 
nearest
 
fifth
 
decimal
place, with 0.000005 being rounded upwards):
where:
d
is the number of
 
calendar days in:
(1)
 
where
 
"Lookback"
 
or
 
“Lock-out”
 
is
 
specified
 
as
 
the
 
Observation
Method in the applicable Final Terms, the relevant Interest Period; or
0010155-0003437 UKO2:
 
2005996996.8
57
(2)
 
where "Observation Shift" is specified as the Observation Method
 
in
the applicable Final Terms, the relevant Observation Period;
d
o
is the number of U.S.
 
Government Securities Business
 
Days in:
(1)
 
where "Lookback" or “Lock-out” is specified as the Observation
Method in the applicable Final Terms, the relevant Interest Period; or
(2)
 
where "Observation Shift" is specified as the Observation Method
 
in
the applicable Final Terms, the relevant Observation Period;
i
is a series
 
of whole numbers from
 
one to d
o
, each representing
 
the relevant
U.S.
 
Government
 
Securities
 
Business
 
Day
 
in
 
chronological
 
order
 
from,
 
and
including, the first U.S. Government Securities Business Day in:
(1)
 
where "Lookback" or “Lock-out” is specified as the Observation
Method in the applicable Final Terms, the relevant Interest Period; or
(2)
 
where "Observation Shift" is specified as the Observation Method
 
in
the applicable Final Terms, the relevant Observation Period;
Lock-out Period
means the period
 
from (and including)
 
the day following
 
the
Interest
 
Determination
 
Date
 
to
 
(but
 
excluding)
 
the
 
corresponding
 
Interest
Payment Date;
n
i
,
 
for
 
any U.S.
 
Government Securities
 
Business Day
 
"i", means
 
the
 
number
of
 
calendar
 
days
 
from
 
(and
 
including)
 
such
 
U.S.
 
Government
 
Securities
Business
 
Day
 
"i"
 
up
 
to
 
(but
 
excluding)
 
the
 
following
 
U.S.
 
Government
Securities Business Day;
Observation Period
means, in
 
respect of
 
an Interest
 
Period, the
 
period from
(and including) the date falling "p" U.S. Government
 
Securities Business Days
prior to
 
the first
 
day of
 
such Interest
 
Period to
 
(but excluding)
 
the date
 
falling
"p"
 
U.S.
 
Government
 
Securities
 
Business
 
Days
 
prior
 
to
 
(1)
 
the
 
Interest
Payment
 
Date
 
for
 
such
 
Interest
 
Period
 
or
 
(2)
 
such
 
earlier
 
date,
 
if
 
any,
 
on
which the Notes become due and payable;
p
means:
(1)
 
where "Lookback" is specified as the Observation Method in the
applicable Final Terms, the number of U.S. Government Securities
Business Days specified as the "Lookback Period (
p
)" in the
applicable Final Terms (or,
 
if no such number is so specified, five U.S.
Government Securities Business
 
Days); or
(2)
 
where “Lock-out” is specified as the Observation Method in the
applicable Final Terms, zero U.S. Government Securities Business
Days; or
(3)
 
where "Observation Shift" is specified as the Observation Method
 
in
the applicable Final Terms, the number of U.S. Government Securities
Business Days specified as the "Observation Shift Period" in the
applicable Final Terms (or,
 
if no such number is so specified, five U.S.
Government Securities Business Days);
0010155-0003437 UKO2:
 
2005996996.8
58
Reference Day
means each U.S. Government Securities Business Day in the
relevant Interest Period, other
 
than any U.S.
 
Government Securities Business
Day in the Lock-out Period;
SOFR
means, in respect
 
of any U.S.
 
Government Securities Business Day,
 
a
rate determined in accordance with the following provisions:
(1)
 
the Secured Overnight Financing Rate published for such U.S.
Government Securities Business Day that appears on the SOFR
Administrator's Website at or about 3.00 p.m. (New York City time) on
the U.S. Government Securities Business Day immediately following
such U.S. Government Securities Business Day; and
(2)
 
if the rate specified in paragraph (1) above does
 
not so appear, unless
both a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred, then the Agent or the Calculation
Agent, as applicable, shall use the Secured Overnight Financing
 
Rate
published on the SOFR Administrator's Website for the first preceding
U.S.
 
Government
 
Securities
 
Business
 
Day
 
on
 
which
 
the
 
Secured
Overnight Financing Rate was
 
published on the SOFR
 
Administrator's
Website;
SOFR
i
means,
 
in
 
respect
 
of
 
any
 
U.S.
 
Government
 
Securities
 
Business
 
Day
"i":
(1)
 
where "Lookback" is specified as the Observation Method in the
applicable Final Terms, SOFR in respect of the U.S. Government
Securities Business Day falling "
p
" U.S. Government Securities
Business Days prior to the relevant U.S. Government Securities
Business Day "i"; or
(2)
 
where “Lock-out” is specified as the Observation Method in the
applicable Final Terms:
(I)
 
in respect of each U.S. Government Securities Business Day
“i” that is a Reference Day, SOFR in respect of the U.S.
Government Securities Business Day immediately preceding
such Reference Day; or
(II)
 
in respect of each U.S. Government Securities Business Day
“i” that is not a Reference Day (being a U.S. Government
Securities Business Day in the Lock-out Period), SOFR in
respect of the U.S. Government Securities Business Day
immediately preceding the last Reference Day of the relevant
Interest Period (such last Reference Day coinciding with the
Interest Determination Date); or
(3)
 
where "Observation Shift" is specified as the Observation Method
 
in
the applicable Final Terms, SOFR in respect of such U.S.
 
Government
Securities Business Day "i"; and
U.S.
 
Government
 
Securities
 
Business
 
Day
means
 
any
 
day
 
except
 
for
 
a
Saturday,
 
a
 
Sunday
 
or
 
a
 
day
 
on
 
which
 
the
 
Securities
 
Industry
 
and
 
Financial
Markets
 
Association
 
recommends
 
that
 
the
 
fixed
 
income
 
departments
 
of
 
its
exhibit25p60i0
0010155-0003437 UKO2:
 
2005996996.8
59
members
 
be
 
closed
 
for
 
the
 
entire
 
day
 
for
 
purposes
 
of
 
trading
 
in
 
U.S.
government securities.
Certain
 
other
 
capitalised
 
terms
 
used
 
in
 
the
 
foregoing
 
terms
 
and
 
provisions
relating to
 
determination of the
 
Compounded Daily SOFR
 
Formula Rate have
the meanings set
 
forth under Condition
 
3(b)(ix) (
Benchmark Discontinuation –
SOFR
) below.
Notwithstanding anything
 
to
 
the
 
contrary,
 
if
 
both a
 
Benchmark Transition
 
Event and
its
 
related
 
Benchmark
 
Replacement
 
Date
 
have
 
occurred
 
with
 
respect
 
to
 
the
Compounded
 
Daily
 
SOFR
 
Formula
 
Rate
 
(or
 
any
 
component
 
part
 
thereof),
 
the
benchmark
 
replacement
 
provisions
 
set
 
forth
 
in
 
Condition
 
3(b)(ix)
 
(
Benchmark
Discontinuation –
 
SOFR
)
 
below shall
 
apply for
 
the purposes
 
of all
 
determinations of
the Rate of Interest in respect of the Notes.
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding)
 
the
 
date
 
on
 
which
the
 
Notes
 
become
 
so
 
due
 
and
 
payable,
 
and
 
such
 
Rate
 
of
 
Interest
 
shall continue
 
to
apply to
 
the Notes
 
for so
 
long as
 
interest continues
 
to accrue
 
thereon as
 
provided in
Condition 3(c) (
Accrual of Interest
).
(F)
Screen
 
Rate
 
Determination
 
for
 
Floating
 
Rate
 
Notes
 
–
 
Compounded
 
Daily
 
SOFR
 
–
Index Determination
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and
 
“Overnight Rate”
 
to be
“Applicable”;
 
(2)
 
“Compounded
 
Daily
 
SOFR”
 
as
 
the
 
Reference
 
Rate;
 
and
 
(3)
 
“Index
Determination”
 
to
 
be
 
“Applicable”,
 
the
 
Rate
 
of
 
Interest
 
for
 
an
 
Interest
 
Period
 
will,
subject
 
to
 
Condition
 
3(b)(ix)
 
(
Benchmark
 
Discontinuation
 
–
 
SOFR
)
 
and
 
as
 
provided
below,
 
be
 
the
 
Compounded
 
Daily
 
SOFR
 
Index
 
Rate
 
with
 
respect
 
to
 
such
 
Interest
Period
 
plus
 
or
 
minus
 
(as
 
indicated
 
in
 
the
 
applicable
 
Final
 
Terms)
 
the
 
applicable
Margin (if any).
Compounded SOFR Index
 
Rate
means, with
 
respect to
 
an Interest Period,
 
the rate
of
 
return
 
of
 
a
 
daily compound
 
interest
 
investment as
 
calculated by
 
the
 
Agent
 
or
 
the
Calculation
 
Agent,
 
as
 
applicable,
 
on
 
the
 
relevant
 
Interest
 
Determination
 
Date
 
in
accordance with
 
the following formula
 
(and the
 
resulting percentage
 
will be
 
rounded,
if
 
necessary,
 
to
 
the
 
nearest
 
fifth
 
decimal
 
place,
 
with
 
0.000005
 
being
 
rounded
upwards):
where:
d
is
 
the
 
number
 
of
 
calendar
 
days
 
from
 
(and
 
including)
 
the
 
day
 
in
 
relation
 
to
which "SOFR
 
Index
Start
" is
 
determined to
 
(but excluding)
 
the day
 
in relation
 
to
which "SOFR Index
End
" is determined;
Relevant
 
Number
is
 
the
 
number
 
specified
 
as
 
such
 
in
 
the
 
applicable
 
Final
Terms
 
(or, if no such number is specified, five);
0010155-0003437 UKO2:
 
2005996996.8
60
SOFR Index
End
means the SOFR Index value relating to the U.S. Government
Securities
 
Business
 
Day
 
falling
 
the
 
Relevant
 
Number
 
of
 
U.S.
 
Government
Securities
 
Business
 
Days
 
prior
 
to
 
(1)
 
the
 
Interest
 
Payment
 
Date
 
for
 
the
relevant
 
Interest
 
Period
 
or
 
(2)
 
such
 
earlier
 
date,
 
if
 
any,
 
on
 
which
 
the
 
Notes
become due and payable;
SOFR
 
Index
Start
means
 
the
 
SOFR
 
Index
 
value
 
relating
 
to
 
the
 
U.S.
Government
 
Securities
 
Business
 
Day
 
falling
 
the
 
Relevant
 
Number
 
of
 
U.S.
Government
 
Securities
 
Business
 
Days
 
prior
 
to
 
the
 
first
 
date
 
of
 
the
 
relevant
Interest Period;
the
SOFR
 
Index
means,
 
with
 
respect
 
to
 
any
 
U.S.
 
Government
 
Securities
Business
 
Day,
 
prior
 
to
 
a
 
Benchmark
 
Replacement
 
Date,
 
the
 
SOFR
 
Index
published
 
for
 
such
 
U.S. Government
 
Securities Business
 
Day
 
as
 
such
 
value
appears
 
on
 
the
 
SOFR
 
Administrator's
 
Website
 
at
 
3:00
 
p.m.
 
(New
 
York
 
City
time) on such U.S. Government Securities Business Day; and
U.S.
 
Government
 
Securities
 
Business
 
Day
has
 
the
 
meaning
 
set
 
out
 
in
Condition 3(b)(ii)(E) above.
Certain
 
other
 
capitalised
 
terms
 
used
 
in
 
the
 
foregoing
 
terms
 
and
 
provisions
relating
 
to
 
determination
 
of
 
the
 
Compounded
 
SOFR
 
Index
 
Rate
 
have
 
the
meanings
 
set
 
forth
 
under
 
Condition
 
3(b)(ix)
 
(
Benchmark
 
Discontinuation
 
–
SOFR
) below.
If, where any Rate
 
of Interest is to
 
be calculated pursuant to this
 
Condition 3(b)(ii)(F),
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
determines
 
that
 
the
 
SOFR
Index
Start
or
 
the
 
SOFR
 
Index
End
does
 
not
 
appear
 
on
 
the
 
SOFR
 
Administrator's
Website
 
by
 
3.00
 
p.m.
 
(New
 
York
 
City
 
time)
 
on
 
the
 
relevant
 
Interest
 
Determination
Date
 
and
 
a
 
Benchmark
 
Transition
 
Event
 
and
 
its
 
related
 
Benchmark
 
Replacement
Date
 
have not
 
occurred with
 
respect to
 
the
 
Compounded SOFR
 
Index
 
Rate (or
 
any
component
 
part
 
thereof),
 
the
 
Compounded
 
SOFR
 
Index
 
Rate
 
for
 
the
 
applicable
Interest
 
Period
 
for
 
which
 
such
 
SOFR
 
Index
 
value
 
is
 
not
 
available
 
shall
 
be
 
the
"Compounded
 
Daily
 
SOFR
 
Formula
 
Rate"
 
determined in
 
accordance with
 
Condition
3(b)(ii)(E)
 
above
 
as
 
if
 
Index
 
Determination
 
had
 
been
 
specified
 
as
 
being
 
Not
Applicable
 
in
 
the
 
applicable
 
Final
 
Terms,
 
and
 
for
 
these
 
purposes:
 
(1)
 
the
"Observation
 
Method"
 
shall
 
be
 
deemed
 
to
 
be
 
"Observation
 
Shift",
 
and
 
(2)
 
the
"Observation
 
Shift
 
Period"
 
shall
 
be
 
deemed to
 
be
 
equal
 
to
 
the
 
Relevant Number
 
of
U.S.
 
Government
 
Securities
 
Business
 
Days,
 
as
 
if
 
those
 
alternative
 
elections
 
had
been made in the applicable Final Terms.
Notwithstanding anything
 
to
 
the
 
contrary,
 
if
 
both
 
a
 
Benchmark Transition
 
Event
 
and
its
 
related
 
Benchmark
 
Replacement
 
Date
 
have
 
occurred
 
with
 
respect
 
to
 
the
Compounded
 
SOFR
 
Index
 
Rate
 
(or
 
any
 
component
 
part
 
thereof),
 
the
 
benchmark
replacement
 
provisions
 
set
 
forth
 
in
 
Condition
 
3(b)(ix)
 
(
Benchmark
 
Discontinuation
 
–
SOFR
) below shall apply for the purposes of
 
all determinations of the Rate of Interest
in respect of the Notes.
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding)
 
the
 
date
 
on
 
which
the
 
Notes become
 
so due
 
and
 
payable, and
 
such Rate
 
of Interest
 
shall continue
 
to
exhibit25p62i0
0010155-0003437 UKO2:
 
2005996996.8
61
apply to
 
the Notes
 
for so
 
long as
 
interest continues to
 
accrue thereon as
 
provided in
Condition 3(c) (
Accrual of Interest
).
(G)
Screen Rate Determination
 
for Floating Rate
 
Notes – Average SOFR
Where the
 
applicable Final
 
Terms
 
specifies: (1)
 
“Screen Rate
 
Determination” as
 
the
manner in
 
which the
 
Rate of
 
Interest is
 
to be
 
determined and
 
“Overnight Rate”
 
to be
“Applicable”;
 
(2)
 
“Average
 
SOFR”
 
as
 
the
 
Reference
 
Rate;
 
and
 
(3)
 
“Index
Determination” to
 
be “Not
 
Applicable”, the
 
Rate of
 
Interest for
 
an Interest
 
Period will,
subject
 
to
 
Condition
 
3(b)(ix)
 
(
Benchmark
 
Discontinuation
 
–
 
SOFR
)
 
and
 
as
 
provided
below, be
 
the Average SOFR Rate
 
with respect to such Interest Period
 
plus or minus
(as indicated in the applicable Final Terms) the applicable Margin (if any).
Average SOFR
 
Rate
means, with
 
respect to
 
an Interest Period,
 
the arithmetic mean
of
 
SOFR
 
in
 
effect
 
during
 
such
 
Interest
 
Period
 
as
 
calculated
 
by
 
the
 
Agent
 
or
 
the
Calculation
 
Agent,
 
as
 
applicable,
 
on
 
the
 
relevant
 
Interest
 
Determination
 
Date
 
in
accordance with
 
the following formula
 
(and the
 
resulting percentage will
 
be rounded,
if
 
necessary,
 
to
 
the
 
nearest
 
fifth
 
decimal
 
place,
 
with
 
0.000005
 
being
 
rounded
upwards):
where
d
o
,
i
,
SOFR
,
SOFR
i
,
n
i
and
d
have
 
the
 
meanings
 
set
 
out
 
in
 
Condition
3(b)(ii)(E) above.
Notwithstanding anything
 
to
 
the
 
contrary,
 
if
 
both a
 
Benchmark Transition
 
Event
 
and
its related
 
Benchmark Replacement Date
 
have occurred
 
with respect
 
to the
 
Average
SOFR Rate
 
(or any
 
component part
 
thereof), the
 
benchmark replacement
 
provisions
set forth in
 
Condition 3(b)(ix) (
Benchmark Discontinuation – SOFR
) below shall apply
for the purposes of all determinations of the Rate of Interest in
 
respect of the Notes.
If
 
the
 
Notes
 
become
 
due
 
and
 
payable
 
in
 
accordance
 
with
 
Condition
 
8
 
(
Events
 
of
Default
),
 
the
 
final
 
Rate
 
of
 
Interest
 
shall
 
be
 
calculated
 
for
 
the
 
period
 
from
 
(and
including)
 
the
 
previous
 
Interest
 
Payment
 
Date
 
to
 
(but
 
excluding)
 
the
 
date
 
on
 
which
the
 
Notes
 
become
 
so
 
due
 
and
 
payable,
 
and
 
such
 
Rate
 
of
 
Interest
 
shall continue
 
to
apply to
 
the Notes
 
for so
 
long as
 
interest continues
 
to accrue
 
thereon as
 
provided in
Condition 3(c) (
Accrual of Interest
).
(iii)
Minimum and/or Maximum
 
Rate of Interest
If
 
the
 
applicable
 
Final
 
Terms
 
specifies
 
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
 
specifies
 
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
exhibit25p63i4 exhibit25p63i3 exhibit25p63i4 exhibit25p63i4 exhibit25p63i3 exhibit25p63i2 exhibit25p63i1 exhibit25p63i0
 
0010155-0003437 UKO2:
 
2005996996.8
62
The
 
Agent
 
or
 
the
 
Calculation Agent,
 
as
 
applicable, 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.
The
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
will
 
calculate
 
the
 
amount
 
of
interest
 
(the
Interest
 
Amount
)
 
payable
 
on
 
the
 
Floating
 
Rate
 
Notes
 
for
 
the
 
relevant
Interest Period by applying the Rate of Interest to:
(A)
 
in the case of Floating Rate Notes which are represented by a Global Note,
the aggregate outstanding nominal amount of the Notes
 
represented by such
Global Note; or
(B)
 
in the case of
 
Floating Rate Notes in
 
definitive form, the
 
Calculation Amount;
and,
 
in
 
each
 
case, multiplying
 
such
 
sum
 
by the
 
applicable Day
 
Count
 
Fraction, and
rounding
 
the
 
resultant
 
figure
 
to
 
the
 
nearest
 
sub-unit
 
of
 
the
 
relevant
 
Specified
Currency
 
half
 
of
 
any
 
such
 
sub-unit
 
being
 
rounded
 
upwards
 
or
 
otherwise
 
in
accordance with applicable market
 
convention. Where the Specified
 
Denomination of
a
 
Floating
 
Rate
 
Note
 
in
 
definitive
 
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
 
Specified
Denomination, without any further rounding.
Day Count
 
Fraction
means, in
 
respect of
 
the calculation
 
of an
 
amount of
 
interest in
accordance with this Condition 3 (
Interest
):
(i)
 
if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the
 
applicable Final
Terms,
 
the actual number of days in the Interest Period divided by 365
 
(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 365);
(ii)
 
if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual
number of days in the Interest Period divided by 365;
(iii)
 
if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual
number of days in the Interest Period divided by 365 or, in the case of an
Interest Payment Date falling in a leap year, 366;
(iv)
 
if "Actual/360" is specified 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 specified in the applicable Final
Terms, the number of days in the Interest Period divided
 
by 360, calculated on
a formula basis as follows:
[360
(Y
2
 
Y
1
)]
[30
(M
2
M
1
)]
 
(D
2
D
1
)
DayCount
 
Fraction
where:
360
 
exhibit25p64i3 exhibit25p64i3 exhibit25p63i2 exhibit25p64i6 exhibit25p63i2 exhibit25p63i2 exhibit25p64i5 exhibit25p64i4 exhibit25p64i2 exhibit25p64i0 exhibit25p64i0 exhibit25p63i2 exhibit25p64i3 exhibit25p64i7 exhibit25p64i7 exhibit25p64i3
 
0010155-0003437 UKO2:
 
2005996996.8
63
"Y
1
" is
 
the year,
 
expressed as
 
a number,
 
in which
 
the first
 
day of
 
the Interest
Period falls:
"Y
2
"
 
is
 
the
 
year,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
 
immediately
following the last day of the Interest Period falls;
"M
1
" is
 
the calendar
 
month, expressed
 
as a
 
number,
 
in which
 
the first
 
day of
the Interest Period falls;
"M
2
"
 
is
 
the
 
calendar
 
month,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
immediately following the last day of the Interest Period falls;
"D
1
"
 
is the
 
first calendar
 
day,
 
expressed as
 
a number,
 
of the
 
Interest Period,
unless such number is 31, in which case D
1
will be 30; and
"D
2
"
 
is
 
the
 
calendar
 
day,
 
expressed
 
as
 
a
 
number,
 
immediately
 
following
 
the
last day
 
included in the
 
Interest Period, unless
 
such number would
 
be 31 and
D
1
is greater than 29, in which case D
2
will be 30;
(vi)
 
if "30E/360" or "Eurobond Basis" is specified in the applicable Final
 
Terms,
the number of days in the Interest Period divided by 360, calculated
 
on a
formula basis as follows:
[360
(Y
2
 
Y
1
)]
[30
(M
2
M
1
)]
 
(D
2
D
1
)
DayCount
 
Fraction
where:
360
"Y
1
" is
 
the year,
 
expressed as
 
a number,
 
in which
 
the first
 
day of
 
the Interest
Period falls:
"Y
2
"
 
is
 
the
 
year,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
 
immediately
following the last day of the Interest Period falls;
"M
1
" is
 
the calendar
 
month, expressed
 
as a
 
number,
 
in which
 
the first
 
day of
the Interest Period falls;
"M
2
"
 
is
 
the
 
calendar
 
month,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
immediately following the last day of the Interest Period falls;
"D
1
"
 
is the
 
first calendar
 
day,
 
expressed as
 
a number,
 
of the
 
Interest Period,
unless such number would be 31, in which case D
1
will be 30; and
"D
2
"
 
is
 
the
 
calendar
 
day,
 
expressed
 
as
 
a
 
number,
 
immediately
 
following
 
the
last day
 
included in
 
the Interest
 
Period, unless
 
such number
 
would be
 
31, in
which case D
2
will be 30; or
(vii)
 
if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of
days in the Interest Period divided by 360, calculated on a formula
 
basis as
follows:
DayCount
 
Fraction
[360
(Y
2
 
Y
1
)]
[30
(M
2
M
1
)]
 
(D
2
D
1
) 360
0010155-0003437 UKO2:
 
2005996996.8
64
where:
"Y
1
" is
 
the year,
 
expressed as
 
a number,
 
in which
 
the first
 
day of
 
the Interest
Period falls:
"Y
2
"
 
is
 
the
 
year,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
 
immediately
following the last day of the Interest Period falls;
"M
1
" is
 
the calendar
 
month, expressed
 
as a
 
number,
 
in which
 
the first
 
day of
the Interest Period falls;
"M
2
"
 
is
 
the
 
calendar
 
month,
 
expressed
 
as
 
a
 
number,
 
in
 
which
 
the
 
day
immediately following the last day of the Interest Period falls;
"D
1
"
 
is the
 
first 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 31,
in which case D1 will be 30; and
"D
2
"
 
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 31 and D
2
will
be 30.
(v)
Linear Interpolation
Where Linear
 
Interpolation is
 
specified as
 
applicable in
 
respect of
 
an Interest
 
Period
in
 
the
 
applicable
 
Final
 
Terms,
 
the
 
Rate
 
of
 
Interest
 
for
 
such
 
Interest
 
Period
 
shall
 
be
calculated by the Agent or
 
the Calculation Agent, as
 
applicable, by straight line linear
interpolation by
 
reference to two
 
rates based
 
on the relevant
 
Reference Rate (where
Screen
 
Rate Determination
 
is
 
specified
 
as applicable
 
in
 
the
 
applicable Final
 
Terms)
or
 
the
 
relevant
 
Floating
 
Rate
 
Option
 
(where
 
ISDA
 
Determination
 
is
 
specified
 
as
applicable in
 
the applicable
 
Final Terms),
 
one of
 
which shall
 
be determined
 
as if
 
the
Designated Maturity were the period of time for
 
which rates are available next shorter
than
 
the
 
length
 
of
 
the
 
relevant
 
Interest
 
Period
 
and
 
the
 
other
 
of
 
which
 
shall
 
be
determined as
 
if the
 
Designated Maturity
 
were the
 
period of
 
time for
 
which rates
 
are
available next longer than the length of the
 
relevant Interest Period provided however
that if
 
there is
 
no rate
 
available for
 
a period
 
of time
 
next shorter
 
or,
 
as the
 
case may
be,
 
next
 
longer,
 
then
 
the
 
Agent
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
shall
determine
 
such
 
rate
 
at
 
such
 
time
 
and
 
by
 
reference
 
to
 
such
 
sources
 
as
 
an
independent
 
adviser,
 
appointed
 
by
 
the
 
Issuer
 
and
 
acting
 
in
 
good
 
faith
 
and
 
in
 
a
commercially reasonable manner as an expert, determines appropriate.
Designated Maturity
means, in relation
 
to Screen
 
Rate Determination, the
 
period of
time designated in the Reference Rate.
(vi)
Notification of Rate of
 
Interest and Interest
 
Amounts
(A)
 
Except where “Screen Rate Determination” is specified in the applicable
 
Final
Terms
 
as the manner in which the Rate of Interest is to be determined
 
and
“Overnight Rate” is specified in the applicable Final Terms to be “Applicable”,
the Agent or the Calculation Agent, as applicable, will cause the
 
Rate of
Interest and each Interest Amount for each Interest Period
 
and the relevant
Interest Payment Date to be notified to the Issuer and any stock
 
exchange on
which the relevant Floating Rate Notes are for the time being listed
 
and notice
0010155-0003437 UKO2:
 
2005996996.8
65
thereof to
 
be published in
 
accordance with Condition
 
12 (
Notices
) 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
notified
 
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 notified to
 
each stock
 
exchange on which
 
the relevant
 
Floating Rate
Notes are
 
for the
 
time being
 
listed and
 
to the
 
Noteholders in
 
accordance with
Condition
 
12
 
(
Notices
).
 
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.
(B)
 
Where “Screen Rate Determination” is specified in the applicable
 
Final Terms
as the manner in which the Rate of Interest is to be determined and
“Overnight Rate” is specified in the applicable Final Terms to be “Applicable”,
the Agent or the Calculation Agent, as applicable, will cause the
 
Rate of
Interest and each Interest Amount for each Interest Period
 
and the relevant
Interest Payment Date to be notified to the Issuer and any stock
 
exchange on
which the relevant Floating Rate Notes are for the time being listed
 
and notice
thereof to be published in accordance with Condition 12 (
Notices
) as soon as
possible after their determination but in no event later than
 
(1) where the
applicable Final Terms specifies the Reference Rate as “Compounded Daily
SONIA”, the second London Banking Day thereafter or (2) where the
applicable Final Terms specifies the Reference Rate as “Compounded Daily
SOFR” or “Average SOFR”, the second U.S. Government Securities Business
Day thereafter. Each Rate of Interest, Interest Amount and Interest Payment
Date so notified 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 relevant Interest Period. Any
 
such
amendment or alternative arrangements will
 
promptly be notified to
 
each stock
exchange on which the relevant Floating Rate Notes are for the time
 
being
listed and to the Noteholders in accordance with Condition 12 (
Notices
).
(vii)
Certificates to be Final
All
 
certificates,
 
communications,
 
opinions,
 
determinations,
 
calculations,
 
quotations
and decisions given,
 
expressed, made or
 
obtained for the
 
purposes of the
 
provisions
of this Condition
 
3(b) (
Interest on Floating Rate
 
Notes
) by the
 
Agent, an Independent
Adviser
 
(as
 
defined
 
below)
 
or
 
the
 
Calculation
 
Agent,
 
as
 
applicable,
 
shall
 
(in
 
the
absence
 
of
 
wilful
 
default,
 
bad
 
faith
 
or
 
manifest
 
error)
 
be
 
binding
 
on
 
the
 
Issuer,
 
the
Issuer’s designee (as
 
defined below), the
 
Guarantor (in the
 
case of Notes
 
having the
benefit of
 
the Guarantee), the
 
Agent, the Calculation
 
Agent, the other
 
Paying Agents
and all Noteholders
 
and Couponholders and (in
 
the absence as
 
aforesaid) no liability
to
 
the Issuer,
 
the Issuer’s
 
designee, the
 
Guarantor (in
 
the
 
case of
 
Notes having
 
the
benefit of
 
the Guarantee),
 
the
 
Noteholders or
 
the
 
Couponholders shall
 
attach to
 
the
Agent, an Independent Adviser or
 
the Calculation Agent, as
 
applicable, in connection
with the
 
exercise or
 
non-exercise by
 
it of
 
its powers,
 
duties and
 
discretions pursuant
to such provisions.
(viii)
Benchmark Discontinuation
0010155-0003437 UKO2:
 
2005996996.8
66
Notwithstanding the foregoing provisions of this Condition 3(b) (
Interest on Floating
Rate Notes
), if:
(1)
 
the Reference Rate specified in the applicable Final Terms is neither
Compounded Daily SOFR nor Average SOFR; and
(2)
 
the Issuer determines that a Benchmark Event (as defined below)
 
has
occurred in relation to a Reference Rate at any time when any Rate
 
of
Interest (or the relevant component thereof) remains to be determined
 
by
reference to such Reference Rate,
then the following
 
provisions shall apply:
(A)
 
the Issuer shall use reasonable endeavours
 
to appoint, as soon as reasonably
practicable, an Independent Adviser (as defined below) to determine
 
(without
any requirement for any consent or approval of the Noteholders or
 
the
Couponholders), no later than 10 days prior to the relevant Interest
Determination Date relating to the next succeeding Interest Period
 
(the
IA
Determination Cut-off Date
), a Successor Rate (as defined below) or,
alternatively, if there is no Successor Rate, an Alternative Reference Rate (as
defined below), and in either case an Adjustment Spread (as defined
 
below),
for the purposes of determining the Rate of Interest (or the relevant
component part thereof) applicable to the Notes;
(B)
 
if a Successor Rate or, failing which, an Alternative Reference Rate (as
applicable) is determined in accordance with paragraph (A) above,
 
such
Successor Rate or, failing which, such Alternative Reference Rate (as
applicable) shall be the Reference Rate for each of the future Interest
 
Periods
for which the Rate of Interest (or the relevant component thereof)
 
was
otherwise to be determined by reference to the relevant Reference
 
Rate
(subject to the subsequent operation of, and to adjustment
 
as provided in, this
Condition 3(b)(viii) (
Benchmark Discontinuation
));
(C)
 
if the Independent Adviser determines a Successor Rate or, failing which, an
Alternative Reference Rate (as applicable) in accordance with the
 
above
provisions, the Independent Adviser, following consultation with the Issuer,
may also specify changes to these Conditions, including
 
but not limited to the
Day Count Fraction, Relevant Screen Page, Specified Time, Business Day
Convention, Business Day, Interest Determination Date, Reference Banks,
Additional Business Centre and/or the definition of Reference Rate
 
applicable
to the Notes, and/or the method for determining the fallback to the Reference
Rate in relation to the Notes, in each case in order to follow market
 
practice in
relation to the Successor Rate or the Alternative Reference Rate
 
(as
applicable). If a Successor Rate or Alternative Rate is determined in
accordance with the foregoing provisions, the Independent Adviser (in
consultation with the Issuer) will determine the Adjustment Spread
 
to be
applied to such Successor Rate or Alternative Rate (as the case
 
may be) for
each subsequent determination of a relevant Rate of Interest
 
(or a relevant
component part thereof) by reference to such Successor Rate or Alternative
Rate (as applicable). For the avoidance of doubt, the Issuer shall be
 
obliged,
and the Issuer shall direct the Agent (if applicable) who (upon such
 
direction)
shall be obliged, in each case without the requirement for any
 
consent or
approval
 
of
 
the
 
Noteholders
 
or
 
the
 
Couponholders,
 
to
 
use
 
its
 
reasonable
0010155-0003437 UKO2:
 
2005996996.8
67
endeavours to
 
effect
 
such amendments
 
to
 
the Agency
 
Agreement and
 
these
Conditions,
 
as
 
applicable,
 
as
 
may
 
be
 
specified
 
by
 
the
 
Independent
 
Adviser
following
 
consultation
 
with
 
the
 
Issuer
 
in
 
order
 
to
 
give
 
effect
 
to
 
this
 
Condition
3(b)(viii)(C)
 
(such
 
amendments,
 
the
Benchmark
 
Amendments
).
 
For
 
the
avoidance of doubt, no Noteholder or Couponholder consent shall
 
be required
in
 
connection
 
with
 
effecting
 
the
 
Benchmark
 
Amendments
 
or
 
such
 
other
changes, including for
 
the execution of
 
any documents, amendments
 
or other
steps by
 
the Issuer,
 
the Guarantor
 
(in the
 
case of
 
Notes having
 
the benefit
 
of
the
 
Guarantee)
 
or
 
the
 
Agent
 
(if
 
required).
 
Notwithstanding
 
the
 
foregoing
provisions
 
of
 
this
 
Condition,
 
the
 
Agent
 
shall
 
not
 
be
 
required
 
to
 
agree
 
to
 
the
amendments
 
and
 
changes
 
referred
 
to
 
above
 
that
 
in
 
the
 
Agent’s
 
opinion,
acting reasonably and in good faith, imposes more onerous obligations upon it
or
 
exposes
 
it
 
to
 
additional
 
duties,
 
responsibilities
 
or
 
liability,
 
or
 
reduces
 
or
amends
 
the
 
protective
 
provisions
 
afforded
 
to
 
the
 
Agent
 
in
 
the
 
Agency
Agreement.
(D)
 
the Issuer shall promptly, following the determination of any Successor Rate
or Alternative Reference Rate (as applicable), the applicable
 
Adjustment
Spread and the specific terms of any Benchmark Amendments give
 
notice
thereof to the Agent and, in accordance with Condition 12 (
Notices
), the
Noteholders and the Couponholders (which notice shall be irrevocable);
(E)
 
if a Successor Rate or an Alternative Reference Rate or, in either case, the
applicable Adjustment Spread, is not determined by an Independent Adviser
in accordance with the above provisions prior to the relevant IA Determination
Cut-off Date, then the Rate of Interest for the next Interest Period shall
 
be
determined by reference to the original Reference Rate and
 
the fallback
provisions set out in Condition 3(b)(ii)(B), (C) or (D), as applicable;
 
for the
avoidance of doubt, in such circumstances the Rate of Interest for
 
any
subsequent Interest Periods shall be subject to the subsequent operation
 
of,
and to adjustment as provided in, this Condition 3(b)(viii) (
Benchmark
Discontinuation
); and
(F)
 
an Independent Adviser appointed pursuant to this Condition 3(b)(viii)
(
Benchmark Discontinuation
) shall act in good faith and in a commercially
reasonable manner and in accordance with the provisions of
 
this Condition
3(b)(viii) (
Benchmark Discontinuation
) in respect of any determination made
by it pursuant to this Condition 3(b)(viii) (
Benchmark Discontinuation
).
The
 
occurrence
 
of
 
a
 
Benchmark
 
Event
 
shall
 
be
 
determined
 
by
 
the
 
Issuer
 
and
promptly
 
notified
 
by
 
the
 
Issuer
 
to
 
the
 
Agent,
 
the
 
Calculation
 
Agent
 
and
 
the
 
Paying
Agents. For
 
the avoidance
 
of doubt,
 
none of
 
the Agent,
 
the Calculation
 
Agent or
 
the
Paying Agents shall have any responsibility for making such determination.
For the purposes
 
of this Condition 3(b)(viii)
 
(
Benchmark Discontinuation
):
Adjustment
 
Spread
means
 
the
 
spread
 
(which
 
may
 
be
 
positive,
 
negative
 
or
 
zero),
quantum or
 
formula or
 
methodology for
 
calculating a
 
spread, which
 
the Independent
Adviser
 
(in
 
consultation
 
with
 
the
 
Issuer)
 
determines
 
is
 
required
 
to
 
be
 
applied
 
to
 
the
Successor Rate
 
or the
 
Alternative Reference
 
Rate (as
 
applicable) and
 
is the
 
spread,
quantum, formula or methodology which:
0010155-0003437 UKO2:
 
2005996996.8
68
(1)
 
in the case of a Successor Rate, is formally recommended in
 
relation to the
replacement of the Reference Rate with the Successor Rate by any
 
Relevant
Nominating Body (as defined below); or
(2)
 
in the case of a Successor Rate for which no such recommendation
 
as referred
to in (1) above has been made, or in the case of an Alternative Reference
 
Rate,
the Independent Adviser (in consultation with the Issuer) determines
 
is
recognised or acknowledged as being
 
in customary market usage
 
in international
debt capital markets transactions which reference the Reference Rate,
 
where
such rate has been replaced by the Successor Rate or the Alternative
 
Reference
Rate (as applicable); or
(3)
 
if the Independent Adviser determines that neither (1) nor (2) above
 
applies, the
Independent Adviser (in consultation with the Issuer) determines
 
as being the
industry standard for over-the-counter derivative transactions which
 
reference
the original Reference Rate, where such rate has been replaced by
 
the
Successor Rate or the Alternative Reference Rate (as applicable);
 
or
(4)
 
if the Independent Adviser determines that none of (1), (2) or 3 above
 
applies,
the Independent Adviser (in consultation with the Issuer) in its
 
discretion
determines (acting in good faith and in a commercially
 
reasonable manner) to be
appropriate;
Alternative
 
Reference
 
Rate
means
 
the
 
rate
 
that
 
the
 
Independent
 
Adviser
 
(in
consultation
 
with
 
the
 
Issuer)
 
determines (acting
 
in
 
good
 
faith
 
and
 
in
 
a
 
commercially
reasonable manner)
 
has replaced
 
the relevant
 
Reference Rate
 
in customary
 
market
usage
 
in
 
the
 
international
 
debt
 
capital
 
markets
 
for
 
the
 
purposes
 
of
 
determining
floating
 
rates
 
of
 
interest
 
(or
 
the
 
relevant
 
component
 
thereof)
 
in
 
respect
 
of
 
bonds
denominated
 
in the
 
Specified Currency
 
and
 
with an
 
interest period
 
of
 
a comparable
duration to the relevant Interest Period, or,
 
if the Independent Adviser (in consultation
with
 
the
 
Issuer)
 
determines
 
that
 
there
 
is
 
no
 
such
 
rate,
 
such
 
other
 
rate
 
as
 
the
Independent Adviser (in consultation
 
with the Issuer)
 
determines in its sole
 
discretion
is most comparable to the relevant Reference Rate;
Benchmark Event
means, with respect
 
to a Reference Rate:
(1)
 
the Reference Rate (A) ceasing to be published for a period of at
 
least five
consecutive Business Days or (B) ceasing to exist or be administered;
 
or
(2)
 
the later of (A) the making of a public statement by the administrator of
 
such
Reference Rate that it will, on or before a specified date, cease publishing
 
such
Reference Rate permanently or indefinitely (in circumstances where
 
no
successor administrator has been
 
appointed that will
 
continue publication of such
Reference Rate) and (B) the date falling six months prior to the specified
 
date
referred to in (2)(A); or
(3)
 
the making of a public statement by the supervisor of the administrator
 
of such
Reference Rate that such Reference Rate has been permanently
 
or indefinitely
discontinued; or
(4)
 
the later of (A) the making of a public statement by the supervisor of
 
the
administrator of such Reference Rate
 
that such Reference Rate will, on or
 
before
0010155-0003437 UKO2:
 
2005996996.8
69
a
 
specified
 
date,
 
be
 
permanently
 
or
 
indefinitely
 
discontinued
 
and
 
(B)
 
the
 
date
falling six months prior to the specified date referred to in (4)(A); or
(5)
 
the later of (A) the making of a public statement by the supervisor of
 
the
administrator of such Reference Rate that means such Reference Rate
 
will be
prohibited from being used or
 
that its use will be subject to
 
restrictions or adverse
consequences, in each case on or before a specified date and (B)
 
the date
falling six months prior to the specified date referred to in (5)(A); or
(6)
 
a public statement by the supervisor of the administrator
 
of such Reference Rate
that, in the view of such supervisor, such Reference Rate is no longer
representative of its underlying market; or
(7)
 
the later of (A) a public statement by the supervisor of the administrator
 
of such
Reference Rate that, in
 
the view of such supervisor, such Reference Rate
 
will, as
of a specified date, no longer be representative of its underlying
 
market and (B)
the date falling six months prior to the specified date referred
 
to in (7)(A); or
(8)
 
it has, or will prior to the next Interest Determination Date become unlawful
 
for
the Issuer, the Agent, the Calculation Agent, any other party specified in the
applicable Final Terms as being responsible for calculating the Rate of Interest
or any Paying Agent to calculate any payments due to be made to any
Noteholder or Couponholder using such Reference Rate;
Independent
 
Adviser
means
 
an
 
independent
 
financial
 
institution
 
of
 
international
repute
 
or
 
other
 
independent
 
financial
 
adviser
 
experienced
 
in
 
the
 
international
 
debt
capital markets,
 
in each
 
case appointed
 
by the
 
Issuer at
 
its own
 
expense. For
 
the
avoidance
 
of
 
doubt,
 
neither
 
the
 
Agent
 
nor
 
the
 
Calculation
 
Agent
 
shall
 
act
 
as
 
the
Independent Adviser unless it accepts such appointment in writing;
Relevant Nominating Body
means, in respect of
 
a Reference Rate:
(1)
 
the central bank for the currency to which the Reference Rate
 
relates, or any
central bank or other supervisory authority which is responsible
 
for supervising
the administrator of the Reference Rate; or
(2)
 
any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (a) the central bank for the currency
 
to which the
Reference Rate relates, (b) any central bank or
 
other supervisory authority which
is responsible for supervising the administrator of the Reference
 
Rate, (c) a
group of the aforementioned central banks or other supervisory
 
authorities, or (d)
the Financial Stability Board or any part thereof; and
Successor
 
Rate
means the
 
rate
 
that
 
the
 
Independent
 
Adviser (in
 
consultation
 
with
the
 
Issuer)
 
determines
 
(acting
 
in
 
good
 
faith
 
and
 
in
 
a
 
commercially
 
reasonable
manner)
 
is
 
a
 
successor
 
to
 
or
 
replacement
 
of
 
the
 
Reference
 
Rate
 
which
 
is
 
formally
recommended by any Relevant Nominating Body.
(ix)
Benchmark Discontinuation
 
– SOFR
Notwithstanding the
 
foregoing
 
provisions
 
of
 
this
 
Condition
 
3(b)
 
(
Interest
 
on
 
Floating
Rate Notes
), if:
0010155-0003437 UKO2:
 
2005996996.8
70
(1)
 
the Reference Rate specified in the applicable Final Terms is either
Compounded Daily SOFR or Average SOFR; and
(2)
 
any Rate of Interest (or any component part thereof) remains
 
to be
determined by reference to the Benchmark,
then the following
 
provisions shall apply:
(A)
Benchmark Replacement
If
 
the Issuer
 
or
 
its
 
designee determines
 
prior to
 
the
 
Reference Time
 
on the
 
relevant
Interest
 
Determination
 
Date
 
that
 
a
 
Benchmark
 
Transition
 
Event
 
and
 
its
 
related
Benchmark
 
Replacement
 
Date
 
have
 
occurred
 
with
 
respect
 
to
 
the
 
then-current
Benchmark, the Benchmark Replacement will replace the then-current Benchmark for
all purposes relating to the Notes in respect of all determinations on such date and all
determinations on all subsequent dates (subject to
 
any subsequent application of this
Condition 3(b)(ix) with respect to such Benchmark Replacement).
In
 
the
 
event
 
that
 
the
 
Issuer
 
or
 
its
 
designee
 
is
 
unable
 
to,
 
or
 
does
 
not,
 
determine
 
a
Benchmark
 
Replacement,
 
or
 
a
 
Benchmark
 
Replacement
 
is
 
not
 
implemented
 
in
accordance with this Condition 3(b)(ix), prior to 5:00
 
p.m. (New York
 
City time) on the
relevant
 
Interest
 
Determination
 
Date,
 
the
 
Rate
 
of
 
Interest
 
for
 
the
 
relevant
 
Interest
Period shall be:
(1)
 
that determined as at the last preceding Interest Determination Date
 
(though
substituting, where a different Margin, Maximum Rate of Interest and/or
Minimum Rate of Interest is to be applied to the relevant Interest
 
Period from
that which applied to the last preceding Interest Period, the Margin,
 
Maximum
Rate of Interest and/or Minimum Rate of Interest (as the case may be)
relating to the relevant Interest Period, in place of the Margin,
 
Maximum Rate
of Interest and/or Minimum Rate of Interest (as applicable) relating
 
to that last
preceding Interest Period); or
(2)
 
if there is no such preceding Interest Determination Date, the initial
 
Rate of
Interest which would have been applicable to such
 
Series of Notes for the
 
first
scheduled Interest Period had the Notes been in issue for a period
 
equal in
duration to the first scheduled Interest Period but ending on
 
(and excluding)
the Interest Commencement Date (and applying
 
the Margin and, if applicable,
any Maximum Rate of Interest and/or Minimum Rate of Interest,
 
applicable to
the first scheduled Interest Period).
(B)
Benchmark Replacement
 
Conforming Changes
In connection with the implementation of a Benchmark Replacement, the Issuer or
 
its
designee will
 
have the
 
right to
 
make Benchmark
 
Replacement Conforming
 
Changes
from time to time.
The Issuer
 
shall be
 
obliged, and
 
the Issuer
 
shall direct
 
the Agent
 
(if applicable)
 
who
(upon such
 
direction) shall
 
be obliged,
 
in each
 
case without
 
the requirement
 
for any
consent or
 
approval of
 
the Noteholders
 
or the
 
Couponholders, to
 
use its
 
reasonable
endeavours
 
to
 
effect
 
any
 
Benchmark Replacement
 
Conforming Changes
 
(including,
inter alia
, by the
 
execution of a supplemental
 
Agency Agreement). For the avoidance
of doubt, no Noteholder or Couponholder consent shall be required in connection with
effecting the Benchmark Replacement Conforming Changes or such other
 
changes,
0010155-0003437 UKO2:
 
2005996996.8
71
including
 
for
 
the
 
execution
 
of
 
any
 
documents,
 
amendments
 
or
 
other
 
steps
 
by
 
the
Issuer,
 
the
 
Guarantor (in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
 
Guarantee)
 
or
the Agent (if required).
Notwithstanding
 
the
 
foregoing
 
provisions
 
of
 
this
 
Condition,
 
the
 
Agent
 
shall
 
not
 
be
required
 
to
 
agree
 
to
 
the
 
amendments
 
and
 
changes
 
referred
 
to
 
above
 
that
 
in
 
the
Agent’s
 
opinion,
 
acting
 
reasonably
 
and
 
in
 
good
 
faith,
 
imposes
 
more
 
onerous
obligations
 
upon
 
it
 
or
 
exposes
 
it
 
to
 
additional
 
duties,
 
responsibilities
 
or
 
liability,
 
or
reduces
 
or
 
amends
 
the
 
protective
 
provisions
 
afforded
 
to
 
the
 
Agent
 
in
 
the
 
Agency
Agreement.
(C)
Decisions and Determinations
Any
 
determination,
 
decision
 
or
 
election
 
that
 
may
 
be
 
made
 
by
 
the
 
Issuer
 
or
 
its
designee
 
pursuant
 
to
 
this
 
Condition
 
3(b)(ix),
 
including
 
(without
 
limitation)
 
any
determination with respect to
 
a tenor,
 
rate or adjustment or
 
of the occurrence or
 
non-
occurrence of an event, circumstance or date and
 
any decision to take or refrain from
taking
 
any
 
action
 
or
 
any
 
selection,
 
will
 
be
 
conclusive
 
and
 
binding
 
absent
 
manifest
error,
 
may
 
be
 
made
 
in
 
the
 
Issuer's
 
or
 
its
 
designee's
 
sole
 
discretion
 
(as
 
applicable),
and,
 
notwithstanding
 
anything
 
to
 
the
 
contrary
 
in
 
these
 
Conditions,
 
shall
 
become
effective
 
without
 
any
 
requirement
 
for
 
the
 
consent
 
or
 
approval
 
of
 
Noteholders,
Couponholders
 
or
 
any
 
other
 
party.
 
Neither
 
the
 
Agent
 
nor
 
the
 
Calculation
 
Agent
 
(if
applicable) shall have any responsibility to make any such determinations or
 
exercise
discretion with respect to the foregoing.
In connection with any Benchmark Replacement Conforming Changes in accordance
with this Condition 3(b)(ix), if and for so long as the
 
Notes are admitted to trading and
listed on the
 
official list of
 
a stock exchange, the
 
Issuer shall comply
 
with the rules
 
of
that stock exchange.
The
 
Agent
 
and the
 
Calculation Agent
 
(if
 
applicable) shall
 
be
 
entitled to
 
conclusively
rely on
 
any determination
 
made by
 
the Issuer
 
or its
 
designee and,
 
in the
 
absence of
fraud,
 
negligence
 
or
 
wilful
 
default,
 
will
 
have
 
no
 
liability
 
for
 
actions
 
taken
 
at
 
the
direction of the Issuer or its designee.
(D)
Notice and Certification
Any Benchmark Replacement
 
Conforming Changes determined under
 
this Condition
3(b)(ix) shall be
 
notified promptly by the
 
Issuer to the
 
Agent, the Calculation Agent
 
(if
applicable)
 
and,
 
in
 
accordance
 
with
 
Condition
 
12
 
(
Notices
),
 
the
 
Noteholders.
 
Such
notice
 
shall
 
be
 
irrevocable
 
and
 
shall
 
specify
 
the
 
effective
 
date
 
of
 
such
 
Benchmark
Replacement Conforming Changes.
(E)
Definitions
In this Condition 3(b)(ix):
Benchmark
means,
 
initially,
 
SOFR
 
(provided
 
that
 
if
 
a
 
Benchmark
 
Transition
 
Event
and
 
its
 
related
 
Benchmark
 
Replacement
 
Date
 
have
 
occurred
 
with
 
respect
 
to
 
SOFR
(or
 
the
 
published
 
daily
 
SOFR
 
used
 
in
 
the
 
calculation
 
thereof)
 
or
 
any
 
Benchmark
which
 
has
 
replaced
 
it
 
in
 
accordance
 
with
 
this
 
Condition
 
3(b)(ix),
 
then
 
the
 
term
"
Benchmark
" means the applicable Benchmark Replacement);
0010155-0003437 UKO2:
 
2005996996.8
72
Benchmark Replacement
means the first alternative set forth in the order below that
can be
 
determined by
 
the Issuer
 
or its
 
designee as
 
of the
 
Benchmark Replacement
Date:
(1)
 
the sum of: (I) the alternate rate of interest that has been selected or
recommended by the Relevant Governmental Body as the replacement
 
for
the then-current Benchmark and (II) the Benchmark Replacement
Adjustment;
(2)
 
the sum of: (I) the ISDA Fallback Rate and (II) the Benchmark Replacement
Adjustment; or
(3)
 
the sum of: (I) the alternate rate of interest that has been selected by
 
the
Issuer or its designee as the replacement for the then-current Benchmark
giving due consideration to any industry-accepted rate of interest as
 
a
replacement for the then-current Benchmark for U.S. dollar denominated
floating rate notes at such time and (II) the Benchmark Replacement
Adjustment;
Benchmark
 
Replacement
 
Adjustment
means
 
the
 
first
 
alternative
 
set
 
forth
 
in
 
the
order
 
below
 
that
 
can
 
be
 
determined
 
by
 
the
 
Issuer
 
or
 
its
 
designee
 
as
 
of
 
the
Benchmark Replacement Date:
(1)
 
the spread adjustment, or method for calculating or determining
 
such spread
adjustment, (which may be a positive or negative
 
value or zero) that has been
selected or recommended by the Relevant Governmental Body for
 
the
applicable Unadjusted Benchmark Replacement;
(2)
 
if the applicable Unadjusted Benchmark Replacement is equivalent
 
to the
ISDA Fallback Rate, then the ISDA Fallback Adjustment; or
(3)
 
the spread adjustment (which may be a positive or negative value or
 
zero)
that has been selected by the Issuer or its designee giving due consideration
to any industry-accepted spread adjustment, or method for calculating
 
or
determining such spread adjustment, for the replacement of
 
the then-current
Benchmark with the applicable Unadjusted Benchmark Replacement
 
for U.S.
dollar denominated floating rate notes at such time;
Benchmark
 
Replacement
 
Conforming
 
Changes
means,
 
with
 
respect
 
to
 
any
Benchmark
 
Replacement,
 
any
 
technical,
 
administrative
 
or
 
operational
 
changes
(including
 
changes
 
to
 
the
 
definition
 
of
 
Interest
 
Period,
 
timing
 
and
 
frequency
 
of
determining rates and making
 
payments of interest, rounding
 
amounts or tenors, and
other
 
administrative
 
matters)
 
that
 
the
 
Issuer
 
or
 
its
 
designee
 
decides
 
may
 
be
appropriate
 
to
 
reflect
 
the
 
adoption
 
of
 
such
 
Benchmark
 
Replacement
 
in
 
a
 
manner
substantially consistent with
 
market practice
 
(or,
 
if the
 
Issuer or
 
its designee decides
that adoption of any
 
portion of such market practice
 
is not administratively feasible
 
or
if
 
the
 
Issuer
 
or
 
its
 
designee
 
determines
 
that
 
no
 
market
 
practice
 
for
 
use
 
of
 
the
Benchmark Replacement
 
exists, in
 
such other
 
manner as
 
the
 
Issuer or
 
its designee
determines is reasonably necessary);
Benchmark Replacement
 
Date
means the
 
earliest to
 
occur of
 
the following
 
events
with respect to
 
the then-current Benchmark (including
 
the daily published
 
component
used in the calculation thereof):
0010155-0003437 UKO2:
 
2005996996.8
73
(1)
 
in the case of paragraph (1) or (2) of the definition of "Benchmark
 
Transition
Event", the later of (1) the date of the public statement or publication of
information referenced therein and (2) the date on which the administrator
 
of
the Benchmark permanently or indefinitely ceases to provide
 
the Benchmark
(or such component); or
(2)
 
in the case of paragraph (3) of the definition of "Benchmark Transition Event",
the date of the public statement or publication of information referenced
therein.
For
 
the
 
avoidance
 
of
 
doubt,
 
if
 
the
 
event
 
giving
 
rise
 
to
 
the
 
Benchmark Replacement
Date occurs on the same day as, but earlier than, the Reference Time on the relevant
Interest
 
Determination
 
Date,
 
the
 
Benchmark
 
Replacement
 
Date
 
will
 
be
 
deemed
 
to
have occurred prior to the Reference Time for such determination;
Benchmark Transition Event
means the occurrence of
 
one or more
 
of the following
events
 
with
 
respect
 
to
 
the
 
then-current
 
Benchmark
 
(including
 
the
 
daily
 
published
component used in the calculation thereof):
(1)
 
a public statement or publication of information by or on behalf of
 
the
administrator of the Benchmark (or such component) announcing
 
that such
administrator has ceased or will cease to provide the Benchmark
 
(or such
component), permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator
 
that will continue
to provide the Benchmark (or such component);
(2)
 
a public statement or publication of information by the regulatory
 
supervisor
for the administrator of the Benchmark (or such component), the
 
central bank
for the currency of the Benchmark (or such component), an insolvency
 
official
with jurisdiction over the administrator for the Benchmark (or such
component), a resolution authority with jurisdiction over the administrator
 
for
the Benchmark (or such component) or a court or an entity with similar
insolvency or resolution authority over
 
the administrator for the Benchmark
 
(or
such component), which states that the administrator of the Benchmark
 
(or
such component) has ceased or will cease
 
to provide the Benchmark (or such
component) permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator
 
that will continue
to provide the Benchmark (or such component); or
(3)
 
a public statement or publication of information by the regulatory
 
supervisor
for the administrator of the Benchmark announcing that the Benchmark
 
is no
longer representative;
designee
means an affiliate or any
 
other agent of the
 
Issuer;
ISDA
 
Definitions
means
 
the
 
2006
 
ISDA
 
Definitions
 
published
 
by
 
ISDA
 
or
 
any
successor thereto, as amended or
 
supplemented from time to time,
 
or any successor
definitional booklet for interest rate derivatives published
 
from time to time;
ISDA Fallback
 
Adjustment
means the
 
spread adjustment
 
(which may
 
be a
 
positive
or
 
negative
 
value
 
or
 
zero)
 
that
 
would
 
apply
 
for
 
derivatives
 
transactions
 
referencing
the
 
ISDA
 
Definitions
 
to
 
be
 
determined
 
upon
 
the
 
occurrence
 
of
 
an
 
index
 
cessation
event with respect to the Benchmark;
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2005996996.8
74
ISDA
 
Fallback
 
Rate
means
 
the
 
rate
 
that
 
would
 
apply
 
for
 
derivatives
 
transactions
referencing
 
the
 
ISDA
 
Definitions
 
to
 
be
 
effective
 
upon
 
the
 
occurrence
 
of
 
an
 
index
cessation date
 
with respect
 
to the
 
Benchmark for
 
the
 
applicable tenor
 
excluding the
applicable ISDA Fallback Adjustment;
Reference Time
with respect to any determination of the Benchmark means (1) if the
Benchmark
 
is
 
SOFR,
 
3:00
 
p.m.
 
(New
 
York
 
City
 
time)
 
or
 
such
 
other
 
time
 
as
 
is
reasonably
 
agreed
 
between
 
the
 
Issuer
 
or
 
its
 
designee
 
and
 
the
 
Agent
 
or
 
the
Calculation
 
Agent,
 
as
 
applicable
 
and
 
(2)
 
if
 
the
 
Benchmark
 
is
 
not
 
SOFR,
 
the
 
time
determined
 
by
 
the
 
Issuer
 
or
 
its
 
designee
 
in
 
accordance
 
with
 
the
 
Benchmark
Replacement Conforming Changes;
Relevant
 
Governmental
 
Body
means
 
the
 
Federal
 
Reserve
 
Board
 
and/or
 
the
Federal Reserve
 
Bank of
 
New York,
 
or a
 
committee officially
 
endorsed or
 
convened
by the
 
Federal Reserve Board
 
and/or the Federal
 
Reserve Bank
 
of New York
 
or any
successor thereto;
SOFR
with
 
respect
 
to
 
any
 
day
 
means
 
the
 
Secured
 
Overnight
 
Financing
 
Rate
published
 
for
 
such
 
day
 
by
 
the
 
SOFR
 
Administrator
 
on
 
the
 
SOFR
 
Administrator's
Website;
SOFR Administrator
means the Federal Reserve Bank of New York
 
(or a successor
administrator of SOFR);
SOFR Administrator's Website
means the
 
website of the
 
Federal Reserve Bank
 
of
New York, or any successor source; and
Unadjusted
 
Benchmark
 
Replacement
means
 
the
 
Benchmark
 
Replacement
excluding the Benchmark Replacement Adjustment.
(c)
 
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)
 
five 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 12 (
Notices
).
4.
 
Payments
(a)
 
Method of Payment
Subject as provided below:
(i)
 
payments in a Specified Currency other than euro will be made
 
by transfer to an
account in the relevant Specified Currency maintained by the payee
 
with, or at the
option of the payee by a cheque in such Specified Currency drawn
 
on, a bank in the
principal financial centre of the country of such Specified Currency
 
(which, if the
Specified Currency is New Zealand dollars, shall be Auckland);
 
and
0010155-0003437 UKO2:
 
2005996996.8
75
(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) specified by
 
the payee or at
the option of the payee, by a euro cheque.
Payments
 
will be
 
subject in
 
all
 
cases to
 
any fiscal
 
or
 
other laws
 
and regulations
 
applicable
thereto
 
in
 
the
 
place
 
of
 
payment,
 
but
 
without
 
prejudice
 
to
 
the
 
provisions
 
of
 
Condition
 
6
(
Taxation
).
(b)
 
Presentation of definitive
 
Notes and Coupons
Payments of principal in respect of
 
definitive 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 definitive Notes, and payments
of
 
interest
 
in
 
respect
 
of
 
definitive
 
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 specified office 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)).
Fixed
 
Rate
 
Notes
 
in
 
definitive
 
form
 
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
 
10
 
years
 
after
 
the
 
Relevant
 
Date
 
(as
defined in
 
Condition 6
 
(
Taxation
)) in
 
respect of
 
such principal
 
(whether or
 
not such
 
Coupon
would
 
otherwise
 
have
 
become
 
void
 
under
 
Condition 7
 
(
Prescription
))
 
or,
 
if
 
later,
 
five
 
years
from
 
the
 
date
 
on
 
which
 
such
 
Coupon
 
would
 
otherwise
 
have
 
become
 
due,
 
but
 
in
 
no
 
event
thereafter.
Upon any Fixed Rate Note in definitive 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
 
in
 
definitive
 
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 definitive 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 definitive 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 specified
 
above in
 
relation to
definitive
 
Notes
 
or
 
otherwise
 
in
 
the
 
manner
 
specified
 
in
 
the
 
relevant
 
global
 
Note,
 
where
applicable against presentation or surrender,
 
as the case may
 
be, of such global Note at
 
the
specified office of any Paying Agent outside the United States.
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2005996996.8
76
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
 
beneficial
 
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 their 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
 
specified
 
office
 
of
 
a
 
Paying
Agent in the United States if:
(i)
 
the Issuer has appointed Paying Agents with specified offices outside
 
the United
States with the reasonable expectation that such Paying Agents would
 
be able to
make payment in U.S. dollars at such specified offices 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 specified
 
offices
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 benefit of the
Guarantee), adverse tax consequences to the Issuer and
 
the Guarantor (in the case of
Notes having the benefit of the Guarantee).
(e)
 
Payment Day
If
 
the
 
date
 
for
 
payment of
 
any amount
 
in
 
respect of
 
any Note
 
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 7 (
Prescription
)) is:
(i)
 
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:
(a)
 
in the case of Notes
 
in definitive form only, the relevant place
 
of presentation;
(b)
 
each
 
Additional
 
Financial
 
Centre
 
(other
 
than
 
TARGET
 
System)
 
specified
 
in
the applicable Final Terms;
0010155-0003437 UKO2:
 
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(ii)
 
if TARGET System is specified as an Additional Financial Centre in the applicable
Final Terms,
 
a day on which the TARGET System is open; and
(iii)
 
either (1) in relation to any sum payable in a Specified 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 financial centre of the country of the relevant
 
Specified
Currency (which if the Specified
 
Currency is New Zealand dollars
 
shall be Auckland) or
(2)
 
in
 
relation
 
to
 
any
 
sum
 
payable
 
in
 
euro,
 
a
 
day
 
on
 
which
 
the
 
TARGET
 
System
 
is
open.
(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 6 (
Taxation
);
(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)
 
the Make-Whole Redemption
 
Amount(s) (if any)
 
of the Notes;
(vi)
 
the Residual Call
 
Early Redemption Amount
 
(if any) of the Notes;
 
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 (
Taxation
).
5.
 
Redemption and Purchase
(a)
 
At Maturity
Unless previously redeemed
 
or purchased and
 
cancelled as specified
 
below,
 
each Note will
be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the
manner
 
specified
 
in,
 
the
 
applicable
 
Final
 
Terms
 
in
 
the
 
relevant
 
Specified
 
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 not
 
a Floating
 
Rate Note)
 
or on
 
any Interest
 
Payment Date
 
(if this
 
Note is
 
a
Floating
 
Rate
 
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
 
6
0010155-0003437 UKO2:
 
2005996996.8
78
(
Taxation
) or (in
 
the case of
 
Notes having the
 
benefit 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 official
 
interpretation of
 
such
laws
 
or
 
regulations,
 
which
 
change
 
or
 
amendment
 
becomes
 
effective
 
on
 
or
 
after
 
the
Issue Date of the first 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 benefit 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 benefit 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
 
5(b)
(
Redemption for
 
Tax
 
Reasons
), the
 
Issuer shall
 
deliver to
 
the Agent
 
a certificate
 
signed by
one director of
 
the Issuer or,
 
as the case
 
may be, one
 
director of the
 
Guarantor (in the
 
case
of Notes having the
 
benefit 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
 
benefit
 
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
 
5(b)
 
(
Redemption
 
for
 
Tax
 
Reasons
)
 
will
 
be
redeemed at
 
their Early
 
Redemption Amount
 
referred to
 
in paragraph
 
(g) 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
 
specified as
 
being applicable in
 
the applicable Final
 
Terms,
 
the Issuer
 
shall,
having given:
(i)
 
not less than 15 nor more than 30 days' notice to the Noteholders in
 
accordance with
Condition 12 (
Notices
); and
(ii)
 
not
 
less than
 
15
 
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
 
specified
 
in
 
the
 
applicable
 
Final
Terms,
 
some
 
only
 
of the
 
Notes then
 
outstanding on
 
any Optional
 
Redemption Date
 
and at
the
 
Optional Redemption
 
Amount(s) specified
 
in,
 
or determined
 
in the
 
manner
 
specified in,
the
 
applicable Final
 
Terms
 
together,
 
if
 
appropriate,
 
with
 
interest
 
accrued to
 
(but
 
excluding)
the relevant Optional Redemption Date. Any such redemption may, at the Issuer’s discretion,
be subject to one or more conditions
 
precedent, in which case the notice of redemption
 
shall
state the
 
applicable condition
 
precedent(s) and
 
that,
 
in the
 
Issuer’s discretion,
 
the Optional
Redemption
 
Date
 
may
 
be
 
delayed
 
until
 
such
 
time
 
as
 
any
 
or
 
all
 
such
 
conditions
 
shall
 
be
0010155-0003437 UKO2:
 
2005996996.8
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satisfied (or waived by the Issuer
 
in its sole discretion), or
 
such redemption may not occur in
the
 
event
 
that
 
any
 
or
 
all
 
such
 
conditions
 
shall
 
not
 
have
 
been
 
satisfied
 
(or
 
waived
 
by
 
the
Issuer
 
in
 
its
 
sole
 
discretion)
 
by
 
the
 
Optional
 
Redemption
 
Date,
 
or
 
by
 
the
 
Optional
Redemption Date so delayed.
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 specified
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 definitive Notes,
 
and in
 
accordance with the
 
rules of
 
Euroclear and/or
Clearstream,
 
Luxembourg,
 
(to
 
be
 
reflected
 
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
 
fixed for
 
redemption (such
 
date of
 
selection being
 
hereinafter called
 
the
Selection
Date
).
 
In
 
the
 
case
 
of
 
Redeemed
 
Notes
 
represented
 
by
 
definitive
 
Notes,
 
a
 
list
 
of
 
the
 
serial
numbers
 
of
 
such
 
Redeemed
 
Notes
 
will
 
be
 
published
 
in
 
accordance
 
with
 
Condition
 
12
(
Notices
)
 
not
 
less
 
than
 
15
 
days
 
prior
 
to
 
the
 
date
 
fixed
 
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
 
fixed
 
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 12 (
Notices
) at least 15 days prior to the Selection Date.
(d)
 
Make-Whole Redemption
If
 
Make-Whole
 
Redemption
 
is
 
specified
 
as
 
being
 
applicable
 
in
 
the
 
applicable
 
Final
 
Terms,
the Issuer
 
may,
 
having given
 
not less
 
than 15
 
nor more
 
than 60
 
days' notice
 
(or such
 
other
notice
 
period
 
as
 
may
 
be
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms)
 
to
 
the
 
Noteholders
 
in
accordance with
 
Condition 12
 
(
Notices
) (which
 
notice shall
 
be irrevocable
 
and shall
 
specify
the
 
date
 
fixed
 
for
 
redemption
 
(the
Make-Whole
 
Redemption
 
Date
)),
 
redeem
 
all
 
or
 
(if
redemption in part
 
is specified as
 
being applicable in
 
the applicable Final
 
Terms)
 
some only
of the Notes then outstanding on any Make-Whole Redemption Date and at the Make-Whole
Redemption
 
Amount
 
together,
 
if
 
appropriate,
 
with
 
interest
 
accrued
 
to
 
(but
 
excluding)
 
the
relevant
 
Make-Whole
 
Redemption
 
Date.
 
Any
 
such
 
redemption
 
may,
 
at
 
the
 
Issuer’s
discretion,
 
be
 
subject
 
to
 
one
 
or
 
more
 
conditions
 
precedent,
 
in
 
which
 
case
 
the
 
notice
 
of
redemption
 
shall
 
state
 
the
 
applicable
 
condition
 
precedent(s)
 
and
 
that,
 
in
 
the
 
Issuer’s
discretion, the
 
Make-Whole Redemption
 
Date may
 
be delayed
 
until such
 
time as
 
any or
 
all
such
 
conditions
 
shall
 
be
 
satisfied
 
(or
 
waived
 
by
 
the
 
Issuer
 
in
 
its
 
sole
 
discretion),
 
or
 
such
redemption may
 
not
 
occur
 
in
 
the
 
event
 
that
 
any or
 
all
 
such
 
conditions shall
 
not
 
have
 
been
satisfied
 
(or
 
waived
 
by
 
the
 
Issuer
 
in
 
its
 
sole
 
discretion)
 
by
 
the
 
Make-Whole
 
Redemption
Date, or by the Make-Whole Redemption Date so delayed.
If redemption in part
 
is specified as being applicable in
 
the applicable Final Terms,
 
any such
redemption
 
must
 
be
 
of
 
a
 
nominal
 
amount
 
not
 
less
 
than
 
the
 
Minimum
 
Redemption
 
Amount
and not
 
more than
 
the Maximum
 
Redemption Amount
 
in each
 
case as
 
may be
 
specified in
the applicable Final Terms.
In
 
the
 
case
 
of
 
a
 
partial
 
redemption
 
of
 
Notes,
 
the
 
Redeemed
 
Notes
 
will
 
be
 
selected
individually
 
by
 
lot,
 
in
 
the
 
case
 
of
 
Redeemed
 
Notes
 
represented
 
by
 
definitive
 
Notes,
 
and
 
in
accordance with
 
the rules
 
of
 
Euroclear and/or
 
Clearstream, Luxembourg
 
(to
 
be reflected
 
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,
 
on
 
a
 
Selection
 
Date
 
not
 
more
 
than
 
30
 
days
 
prior
 
to
 
the
 
Make-Whole
Redemption Date. In the case of Redeemed Notes represented by
 
definitive Notes, a list of
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the serial numbers
 
of such Redeemed
 
Notes will be
 
published in accordance with
 
Condition
12 (
Notices
) not less than
 
15 days prior to
 
the Make-Whole Redemption Date.
 
No exchange
of
 
the
 
relevant
 
Global
 
Note
 
will
 
be
 
permitted
 
during
 
the
 
period
 
from
 
(and
 
including)
 
the
Selection
 
Date
 
to
 
(and
 
including)
 
the
 
Make-Whole
 
Redemption
 
Date
 
pursuant
 
to
 
this
paragraph
 
(d)
 
and
 
notice
 
to
 
that
 
effect
 
shall
 
be
 
given
 
by
 
the
 
Issuer
 
to
 
the
 
Noteholders
 
in
accordance with Condition 12 (
Notices
) at least 15 days prior to the Selection Date.
In
 
this
 
Condition
 
5(d)
 
(
Make-Whole
 
Redemption
),
Make-Whole
 
Redemption
 
Amount
means (A) the outstanding principal amount of
 
the relevant Note or (B) if
 
higher, the
 
sum, as
determined
 
by
 
the
 
Make-Whole
 
Calculation
 
Agent,
 
of
 
the
 
present
 
values
 
of
 
the
 
remaining
scheduled
 
payments
 
of
 
principal
 
and
 
interest
 
to
 
maturity
 
(or,
 
if
 
Issuer
 
Call
 
is
 
specified
 
as
being
 
applicable
 
in
 
the
 
applicable
 
Final
 
Terms,
 
and
 
the
 
Optional
 
Redemption
 
Amount
applicable to any Optional Redemption Date is specified as
 
being an amount per Calculation
Amount equal to
 
100 per cent.
 
of the principal
 
amount of the
 
Note, the remaining
 
scheduled
payments of principal and interest to the first such Optional Redemption Date (assuming that
the Notes
 
are to
 
be redeemed on
 
such date), as
 
specified in the
 
applicable Final Terms)
 
on
the Notes to be redeemed (not including any
 
portion of such payments of interest accrued to
the date of redemption) discounted to the Make-Whole Redemption Date on an annual basis
at the
 
Reference Rate
 
plus the
 
Make-Whole Redemption
 
Margin specified
 
in the
 
applicable
Final Terms,
 
where:
CA
 
Selected
 
Bond
means
 
a
 
government
 
security
 
or
 
securities
 
(which,
 
if
 
the
 
Specified
Currency
 
is
 
euro,
 
will
 
be
 
a
German
 
Bundesobligationen
)
 
selected
 
by
 
the
 
Make-Whole
Calculation Agent as
 
having a maturity comparable
 
to the remaining
 
term of the
 
Notes to be
redeemed that
 
would be
 
utilised, at
 
the time
 
of selection
 
and in
 
accordance with
 
customary
financial practice,
 
in pricing
 
new issues
 
of corporate
 
debt securities
 
of comparable
 
maturity
to the remaining term of such Notes;
Make-Whole
 
Calculation
 
Agent
means
 
an
 
independent
 
investment,
 
merchant
 
or
commercial bank or financial institution selected by the Issuer for
 
the purposes of calculating
the
 
Make-Whole
 
Redemption
 
Amount,
 
and
 
notified
 
to
 
the
 
Noteholders
 
in
 
accordance
 
with
Condition 12 (
Notices
);
Reference Bond
means (A) if
 
CA Selected Bond
 
is specified in
 
the applicable Final
 
Terms,
the relevant
 
CA Selected
 
Bond or
 
(B) if
 
CA Selected
 
Bond is
 
not specified
 
in the
 
applicable
Final Terms,
 
the security
 
specified in
 
the applicable
 
Final Terms,
 
provided that
 
if the
 
Make-
Whole
 
Calculation Agent
 
advises
 
the
 
Issuer
 
that,
 
for
 
reasons
 
of
 
illiquidity
 
or
 
otherwise, the
relevant
 
security
 
specified
 
is
 
not
 
appropriate
 
for
 
such
 
purpose,
 
such
 
other
 
central
 
bank
 
or
government
 
security
 
as
 
the
 
Make-Whole
 
Calculation
 
Agent
 
may,
 
with
 
the
 
advice
 
of
Reference Market Makers, determine to be appropriate;
Reference Bond Price
means (i) the
 
average of three
 
Reference Market Maker
 
Quotations
for
 
the
 
relevant
 
Make-Whole
 
Redemption
 
Date,
 
after
 
excluding
 
the
 
highest
 
and
 
lowest
Reference Market Maker
 
Quotations, (ii) if
 
the Make-Whole Calculation
 
Agent obtains fewer
than three, but
 
more than one,
 
such Reference Market Maker
 
Quotations, the average
 
of all
such quotations,
 
or (iii)
 
if only
 
one such
 
Reference Market Maker
 
Quotation is
 
obtained, the
amount of the Reference Market Maker Quotation so obtained;
Reference
 
Market
 
Maker
 
Quotations
means,
 
with
 
respect
 
to
 
each
 
Reference
 
Market
Maker
 
and
 
any
 
Make-Whole
 
Redemption
 
Date,
 
the
 
average,
 
as
 
determined
 
by
 
the
 
Make-
Whole Calculation Agent,
 
of the bid
 
and asked prices
 
for the
 
Reference Bond (expressed
 
in
each
 
case
 
as
 
a
 
percentage
 
of
 
its
 
principal
 
amount)
 
quoted
 
in
 
writing
 
to
 
the
 
Make-Whole
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2005996996.8
81
Calculation
 
Agent
 
at
 
the
 
Quotation
 
Time
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
on
 
the
Reference Rate Determination Day specified in the applicable
 
Final Terms;
Reference Market Makers
means three brokers or
 
market makers of securities
 
such as the
Reference Bond selected by the Make-Whole
 
Calculation Agent or such other three
 
persons
operating
 
in
 
the
 
market
 
for
 
securities
 
such
 
as
 
the
 
Reference
 
Bond
 
as
 
are
 
selected
 
by
 
the
Make-Whole Calculation Agent in consultation with the Issuer; and
Reference
 
Rate
means,
 
with
 
respect
 
to
 
any
 
Make-Whole
 
Redemption
 
Date,
 
the
 
rate
 
per
annum
 
equal
 
to
 
the
 
equivalent yield
 
to
 
maturity of
 
the
 
Reference
 
Bond, calculated
 
using
 
a
price
 
for
 
the
 
Reference Bond
 
(expressed
 
as
 
a
 
percentage of
 
its
 
principal amount)
 
equal
 
to
the Reference
 
Bond Price for
 
such Make-Whole Redemption
 
Date. The Reference
 
Rate will
be
 
calculated
 
on
 
the
 
Reference
 
Rate
 
Determination
 
Day
 
specified
 
in
 
the
 
applicable
 
Final
Terms.
(e)
 
Issuer Residual
 
Call
If Issuer
 
Residual Call is
 
specified as
 
being applicable in
 
the applicable
 
Final Terms
 
and, at
any time, the outstanding aggregate nominal amount
 
of the Notes is equal to
 
or less than 25
per
 
cent.
 
(or
 
such
 
other
 
percentage
 
as
 
may
 
be
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
as
being
 
the
 
Residual
 
Call
 
Threshold)
 
of
 
the
 
aggregate
 
nominal
 
amount
 
of
 
the
 
Series
 
issued
(other
 
than
 
as
 
a
 
result
 
of
 
a
 
partial
 
redemption
 
of
 
the
 
Notes
 
pursuant
 
to
 
Condition
 
5(c)
(
Redemption
 
at
 
the
 
Option
 
of
 
the
 
Issuer
 
(Issuer
 
Call)
)
 
or
 
Condition
 
5(d)
 
(
Make-Whole
Redemption
)),
 
the
 
Notes may
 
be
 
redeemed at
 
the
 
option
 
of
 
the
 
Issuer
 
in whole,
 
but
 
not
 
in
part, at any time (if this Note is not
 
a Floating Rate Note) or on any Interest
 
Payment Date (if
this
 
Note
 
is
 
a
 
Floating Rate
 
Note),
 
on
 
giving
 
not
 
less
 
than
 
15
 
and
 
not
 
more
 
than
 
60
 
days’
notice (or such
 
other notice period
 
as may be
 
specified in the
 
applicable Final Terms)
 
to the
Noteholders
 
in
 
accordance
 
with
 
Condition
 
12
 
(
Notices
)
 
(which
 
notice
 
shall
 
be
 
irrevocable
and
 
shall
 
specify
 
the
 
date
 
fixed
 
for
 
redemption)
 
at
 
the
 
Residual
 
Call
 
Early
 
Redemption
Amount
 
together,
 
if
 
appropriate,
 
with
 
interest
 
accrued
 
to
 
(but
 
excluding)
 
the
 
date
 
of
redemption.
(f)
 
Redemption at the
 
Option of the Noteholders
 
(Investor Put)
If Investor Put is specified as being applicable in the
 
applicable Final Terms,
 
upon the holder
of any
 
Note giving
 
to the
 
Issuer in
 
accordance with
 
Condition 12
 
(
Notices
) not
 
less than
 
15
nor
 
more
 
than
 
30
 
days'
 
notice
 
the
 
Issuer
 
will,
 
upon
 
the
 
expiry
 
of
 
such
 
notice,
 
redeem,
 
in
whole
 
(but
 
not
 
in
 
part),
 
such
 
Note
 
on
 
the
 
Optional
 
Redemption
 
Date
 
and
 
at
 
the
 
Optional
Redemption
 
Amount
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
together,
 
if
 
appropriate,
 
with
interest accrued to (but excluding) the Optional Redemption Date.
If this Note is
 
in definitive 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 specified office
 
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
specified office
 
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 definitive 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
0010155-0003437 UKO2:
 
2005996996.8
82
such
 
exercise
 
in
 
accordance
 
with
 
the
 
standard
 
procedures
 
of
 
Euroclear
 
and
 
Clearstream,
Luxembourg
 
(which
 
may
 
include
 
notice
 
being
 
given
 
on
 
their
 
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
 
8 (
Events of
Default
).
(g)
 
Early Redemption Amounts
For the
 
purpose of
 
paragraph (b)
 
above and
 
Condition 8
 
(
Events of
 
Default
), 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) with a Final Redemption
 
Amount
which is or may be less or greater than the Issue Price or which is
 
payable in a
Specified Currency other than that in which the Notes are denominated,
 
at the amount
specified in, or determined in the manner specified in, the applicable
 
Final Terms or,
 
if
no such amount or manner is so specified in the Final Terms, at their nominal amount;
or
(iii)
 
in the case of Zero Coupon Notes, at its Early Redemption Amount
 
calculated in
accordance with the following formula:
Early Redemption Amount =
 
RP x (1 +
 
AY)
y
where:
RP
means the Reference Price;
AY
means the Accrual Yield expressed
 
as a decimal; and
y
is
 
the
 
Day
 
Count
 
Fraction
 
specified
 
in
 
the
 
applicable
 
Final
 
Terms
 
which
 
will
 
be
either
 
(i)
 
30/360
 
(in
 
which
 
case
 
the
 
numerator
 
will
 
be
 
equal
 
to
 
the
 
number
 
of
 
days
(calculated on the
 
basis of
 
a 360 day
 
year consisting of
 
12 months of
 
30 days each)
from
 
(and
 
including)
 
the
 
Issue
 
Date
 
of
 
the
 
first
 
Tranche
 
of
 
the
 
Notes
 
to
 
(but
excluding) the date fixed for redemption or (as the case may be) the date upon which
such
 
Note
 
becomes
 
due
 
and
 
repayable
 
and
 
the
 
denominator
 
will
 
be
 
360
 
(ii)
Actual/360 (in
 
which case
 
the
 
numerator will
 
be equal
 
to
 
the actual
 
number of
 
days
from
 
(and
 
including)
 
the
 
Issue
 
Date
 
of
 
the
 
first
 
Tranche
 
of
 
the
 
Notes
 
to
 
(but
excluding) the date fixed for redemption or (as the case may be) the date upon which
such
 
Note
 
becomes
 
due
 
and
 
repayable
 
and
 
the
 
denominator
 
will
 
be
 
360)
 
or
 
(iii)
Actual/365 (in
 
which case
 
the
 
numerator will
 
be equal
 
to
 
the actual
 
number of
 
days
from
 
(and
 
including)
 
the
 
Issue
 
Date
 
of
 
the
 
first
 
Tranche
 
of
 
the
 
Notes
 
to
 
(but
excluding) the date fixed for redemption or (as the case may be) the date upon which
such Note becomes due and repayable and the denominator will
 
be 365).
0010155-0003437 UKO2:
 
2005996996.8
83
(h)
 
Purchases
The Issuer
 
or the Guarantor
 
(in the case
 
of Notes having
 
the benefit of
 
the Guarantee) may
at
 
any
 
time
 
purchase
 
Notes
 
(provided
 
that,
 
in
 
the
 
case
 
of
 
definitive
 
Notes,
 
all
 
unmatured
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
 
benefit 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
Coupons attached
 
thereto or
 
surrendered therewith
 
at the
 
time of
 
redemption). All
 
Notes so
cancelled and the Notes purchased and cancelled
 
pursuant to paragraph (g) above (together
with all unmatured 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),
 
(d),
 
(e) or
 
(f)
 
above or
 
upon
 
its
 
becoming
due
 
and repayable
 
as provided
 
in
 
Condition 8
 
(
Events of
 
Default
)
 
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
 
(g)(iii) above
 
as though
 
the references
 
therein
to
 
the
 
date
 
fixed
 
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)
 
five 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 12 (
Notices
).
6.
 
Taxation
All payments
 
of principal
 
and interest
 
in respect
 
of the
 
Notes and
 
Coupons by
 
the Issuer
 
or
(in the case
 
of Notes having
 
the benefit 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
 
(
Taxes
)
 
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 benefit
 
of the
Guarantee) shall
 
pay such
 
additional amounts
 
as will
 
result
 
in receipt
 
by the
 
holders of
 
the
Notes
 
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 or Coupon:
(a)
 
presented for payment
 
in the Kingdom
 
of Norway; or
(b)
 
the holder or beneficial owner of which is liable for such Taxes in respect of such
Note or Coupon by reason of the holder or beneficial
 
owner having some connection
with the Kingdom of Norway other than the mere holding
 
of such Note or Coupon; or
0010155-0003437 UKO2:
 
2005996996.8
84
(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)
 
on account of any Taxes that are payable pursuant to the Norwegian Tax
 
Act section
10-80 on payments to related companies or undertakings
 
(as such term is defined in
the Norwegian Tax
 
Act section 10-82) tax resident in a low-tax jurisdiction (as such
term is defined in the Norwegian Tax Act section 10-63).
In
 
addition,
 
any
 
amounts
 
to
 
be
 
paid
 
on
 
the
 
Notes
 
will
 
be
 
paid
 
net
 
of
 
any
 
deduction
 
or
withholding imposed or required pursuant to
 
sections 1471 through 1474 of
 
the U.S. Internal
Revenue
 
Code
 
of
 
1986
 
(or
 
any
 
regulations
 
thereunder
 
or
 
official
 
interpretations
 
thereof)
(
FATCA
)
 
or
 
any intergovernmental
 
agreement with
 
the
 
United States
 
to
 
implement FATCA
(
IGA
)
 
(or
 
any
 
law
 
implementing
 
such
 
an
 
intergovernmental
 
agreement),
 
and
 
no
 
additional
amounts will be required to be paid on account of any such deduction
 
or withholding.
Relevant
 
Date
means
 
whichever
 
is
 
the
 
later
 
of
 
(i)
 
the
 
date
 
on
 
which
 
such
 
payment
 
first
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 12
 
(
Notices
).
7.
 
Prescription
The
 
Notes
 
and
 
Coupons
 
will
 
become
 
void
 
unless
 
claims
 
in
 
respect
 
of
 
principal
 
and/or
interest are made
 
within a period
 
of 10 years
 
(in the case
 
of principal) and
 
five 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
 
7
(
Prescription
) or
 
Condition 4(b) (
Presentation of definitive Notes
 
and Coupons)
or any Talon
which
 
would
 
be
 
void
 
pursuant
 
to
 
Condition
 
4(b)
 
(
Presentation
 
of
 
definitive
 
Notes
 
and
Coupons)
.
8.
 
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 benefit 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 principal or interest, for a period of 30 days;
 
or
(b)
 
the Issuer or (in the case of Notes having the benefit 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 90 days
 
after notice of
such default shall have been given to the Agent at its specified
 
office by any
Noteholder; or
(c)
 
the Issuer or (in the case of Notes having the benefit 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 benefit
 
of the relevant
creditors
 
in
 
respect
 
of
 
any
 
of
 
such
 
debts
 
or
 
a
 
moratorium
 
is
 
agreed
 
or
 
declared
 
in
0010155-0003437 UKO2:
 
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85
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 benefit of the
 
Guarantee) the Guarantor; or
(d)
 
(A) an order is made or an effective resolution passed for the winding-up or
 
dissolution
of the Issuer or (in the case of Notes having the benefit of the Guarantee)
 
the
Guarantor, or (B) the Issuer or (in the case of Notes having the benefit of the
Guarantee) the Guarantor ceases or threatens to cease to
 
carry on all or substantially
all of its business or operations, except:
(i)
 
(in the case of sub-paragraph
 
(B)) in the case of
 
an Asset Transfer;
(ii)
 
in the case of a
 
Permitted Reorganisation; or
(iii)
 
for the purpose of and followed by any other reconstruction,
 
amalgamation,
reorganisation, merger or consolidation, on
 
terms approved by an Extraordinary
Resolution of the Noteholders; or
(e)
 
other than in respect of the termination of the Guarantee pursuant
 
to Condition 2(c)
(
Termination of Guarantee
), if the Guarantee ceases to be, or is claimed by the Issuer
or the Guarantor not to be, in full force and effect; or
(f)
 
any event occurs which under the laws of any relevant jurisdiction
 
has an analogous
effect to any of the events referred to in (c) to (e) above,
then any Note may,
 
by notice given in writing to the Agent at its specified office 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 5(g) (
Early Redemption
Amounts
)),
 
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 (in
the case
 
of Notes
 
having the
 
benefit of
 
the Guarantee)
 
the Guarantor
 
of all
 
or substantially
all of its and its Subsidiaries' business or
 
operations, taken as a whole, to one or
 
more direct
or indirect wholly-owned Subsidiaries and/or, in the case of the Guarantor, to the Issuer;
Permitted
 
Reorganisation
means
 
any
 
(i)
 
consolidation
 
by
 
the
 
Issuer
 
or
 
(in
 
the
 
case
 
of
Notes having the benefit of
 
the Guarantee) the Guarantor with, or merger
 
of the Issuer or (in
the case
 
of Notes
 
having the
 
benefit of
 
the Guarantee)
 
the Guarantor
 
into, another
 
person,
or (ii) conveyance, transfer
 
or lease by the
 
Issuer or (in the
 
case of Notes having
 
the benefit
of
 
the
 
Guarantee)
 
the
 
Guarantor
 
of
 
all
 
or
 
substantially
 
all
 
of
 
its
 
and
 
its
 
Subsidiaries'
properties and assets, taken as a whole, to any person, in each case
 
where:
(a)
 
the person formed by such consolidation into which the Issuer or the
 
Guarantor, as
the case may be, is merged or the person which acquires by conveyance
 
or transfer,
or which leases, all or substantially all of the properties and assets
 
of the Issuer and
its Subsidiaries or the Guarantor and its Subsidiaries, in each case
 
taken as a whole,
(such person, the Successor) shall be a corporation, partnership or
 
trust, shall be
organised and validly existing under the laws of any jurisdiction and
 
shall expressly
assume, by way of a deed of assumption governed by English law
 
(the
Deed of
Assumption
), all obligations of the Issuer and/or the Guarantor, as applicable, under
the Notes and/or the Guarantee, as applicable; and
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86
(b)
 
the Issuer or the Guarantor, as the case may be, has delivered to the Agent (1) a
certificate signed by one director of the Issuer or, as the case may be, one director of
the Guarantor (in the case of Notes having the benefit of the Guarantee)
 
stating that
such consolidation, merger, conveyance, transfer or lease comply with the
requirements of this definition and that all conditions precedent
 
provided for in this
definition relating to such transaction have been complied with,
 
and (2) legal opinions
from (A) a leading firm of lawyers to the Successor in the country of incorporation
 
of
the Successor, and (B) a leading firm of lawyers to the Successor in England,
 
in each
case to the effect that, as a matter of the relevant law, the Deed of Assumption
constitutes legal, valid and binding obligations of the Successor
 
and is enforceable in
accordance with its terms, such opinions to be available
 
for inspection by
Noteholders and Couponholders at the specified offices of the Agent; and
Subsidiary
means, at
 
any particular
 
time, a
 
company of
 
which the
 
Issuer or
 
(in the
 
case of
Notes
 
having
 
the
 
benefit
 
of
 
the
 
Guarantee)
 
the
 
Guarantor
 
directly
 
or
 
indirectly
 
owns
 
or
controls at least
 
a majority of
 
the outstanding voting
 
stock having power
 
to elect directors
 
of
such company.
9.
 
Replacement of Notes,
 
Coupons and Talons
Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be
replaced at the specified office 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, Coupons or Talons must be surrendered before replacements will be issued.
10.
 
Agent and Paying Agents
The names
 
of the
 
initial Agent
 
and the
 
other initial
 
Paying Agents
 
and their
 
initial specified
offices are set out below.
The Issuer
 
and the
 
Guarantor (in
 
the case
 
of Notes
 
having the
 
benefit 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
 
specified office 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 specified office in such place as may be required by
 
the rules and
regulations of the relevant stock exchange or other relevant authority;
(ii)
 
there will at all
 
times be a Paying
 
Agent with a specified
 
office outside Norway; and
(iii)
 
there will at all times be
 
an Agent.
In
 
addition,
 
the
 
Issuer
 
and
 
the
 
Guarantor
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
Guarantee) shall forthwith appoint a Paying Agent
 
having a specified office in
 
New York
 
City
in the
 
circumstances described
 
in the
 
final paragraph
 
of Condition
 
4(d) (
General provisions
applicable
 
to
 
payments
).
 
Notice
 
of
 
any
 
variation,
 
termination,
 
appointment
 
or
 
change
 
in
Paying
 
Agents
 
will
 
be
 
given
 
to
 
the
 
Noteholders
 
promptly
 
by
 
the
 
issuer
 
in
 
accordance
 
with
Condition 12 (
Notices
).
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87
11.
 
Exchange of Talons
On
 
and
 
after
 
the
 
Interest
 
Payment
 
Date,
 
on
 
which
 
the
 
final
 
Coupon
 
comprised
 
in
 
any
Coupon
 
sheet
 
matures,
 
the
 
Talon
 
(if
 
any)
 
forming
 
part
 
of
 
such
 
Coupon
 
sheet
 
may
 
be
surrendered at the specified office
 
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 final 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 7 (
Prescription
).
12.
 
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 including
 
publication on the
 
website of
the relevant stock
 
exchange or relevant
 
authority if required
 
by those rules.
 
Any such notice
will be
 
deemed to
 
have been
 
given on
 
the date
 
of the
 
first publication
 
or,
 
where required
 
to
be
 
published
 
in
 
both
 
newspapers,
 
on
 
the
 
date
 
of
 
the
 
first
 
publication
 
in
 
both
 
such
newspapers.
Until such
 
time as
 
any definitive
 
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) or such website
 
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 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
 
definitive
 
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.
13.
 
Meetings of Noteholders,
 
Modification and
 
Waiver
The
 
Agency
 
Agreement
 
contains
 
provisions
 
for
 
convening
 
meetings
 
(including
 
by
 
way
 
of
conference call or
 
by use of
 
a videoconference platform) of
 
Noteholders to consider
 
matters
affecting
 
their
 
interests,
 
including
 
the
 
sanctioning
 
by
 
Extraordinary
 
Resolution
 
of
 
a
modification of
 
any of
 
these
 
Conditions. Such
 
a meeting
 
may
 
be convened
 
by Noteholders
holding not less than 10 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
 
Coupons,
 
(iv)
 
to
 
modify
 
the
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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
 
75 per
 
cent., or
 
at any
 
adjourned meeting not
less than
 
25 per
 
cent., in
 
principal amount
 
of the
 
Notes for
 
the time
 
being outstanding.
 
The
Agency
 
Agreement
 
provides
 
that
 
(i)
 
a
 
resolution
 
passed
 
at
 
a
 
meeting
 
duly
 
convened
 
and
held in
 
accordance with
 
the Agency
 
Agreement by
 
a majority
 
consisting of
 
not less
 
than 75
per
 
cent.
 
of
 
the
 
votes
 
cast
 
on
 
such
 
resolution,
 
(ii)
 
a
 
resolution
 
in
 
writing
 
signed
 
by
 
or
 
on
behalf
 
of
 
the
 
holders
 
of
 
not
 
less
 
than
 
75
 
per
 
cent.
 
in
 
nominal amount
 
of
 
the
 
Notes
 
for
 
the
time
 
being
 
outstanding
 
or
 
(iii)
 
consent
 
given
 
by
 
way
 
of
 
electronic
 
consents
 
through
 
the
relevant clearing system(s) (in a form satisfactory to the Agent) by or on behalf of the holders
of not
 
less than 75
 
per cent.
 
in nominal amount
 
of the Notes
 
for the time
 
being outstanding,
shall,
 
in
 
each
 
case,
 
be
 
effective
 
as
 
an
 
Extraordinary
 
Resolution
 
of
 
the
 
Noteholders.
 
Any
Extraordinary Resolution
 
duly passed
 
shall be
 
binding on
 
Noteholders (whether
 
or not
 
they
were present
 
at any
 
meeting, and
 
whether or
 
not they
 
voted on
 
such resolution)
 
and on
 
all
Couponholders.
The
 
Agent,
 
the
 
Issuer
 
and
 
(in
 
the
 
case
 
of
 
Notes
 
having
 
the
 
benefit
 
of
 
the
 
Guarantee)
 
the
Guarantor may agree, without the consent of the Noteholders or Couponholders,
 
to:
(i)
 
any modification (except as mentioned above) of the Agency Agreement
 
which is, in
the sole opinion of the Issuer and (in the case of Notes having the
 
benefit of the
Guarantee) the Guarantor, not prejudicial to the interests of the Noteholders; or
(ii)
 
any modification of the Notes, the Coupons or the Agency Agreement
 
which is, in the
sole opinion of the Issuer and (in the case of Notes having
 
the benefit of the
Guarantee) the Guarantor, 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
 
modification shall
 
be binding
 
on the
 
Noteholders and
 
the Couponholders
 
and any
such
 
modification
 
shall
 
be
 
notified
 
to
 
the
 
Noteholders
 
in
 
accordance
 
with
 
Condition
 
12
(
Notices
) as soon as practicable thereafter.
In
 
addition,
 
the
 
Agent
 
shall
 
be
 
obliged
 
to
 
use
 
its
 
reasonable
 
endeavours
 
to
 
effect
 
any
Benchmark
 
Amendments
 
or
 
Benchmark
 
Replacement
 
Confirming
 
Changes
 
in
 
the
circumstances and
 
as otherwise
 
set
 
out
 
in
 
Condition 3(b)(viii)
 
(
Benchmark Discontinuation
)
or Condition 3(b)(ix) (
Benchmark Discontinuation – SOFR
) above (as applicable), without the
consent of the Noteholders or the Couponholders.
14.
 
Substitution
The Issuer,
 
or any
 
previously substituted
 
company,
 
may at
 
any time,
 
without the
 
consent of
the
 
Noteholders
 
or
 
the
 
Couponholders,
 
substitute
 
for
 
itself
 
as
 
principal
 
debtor
 
under
 
the
Notes and
 
the Coupons
 
a company
 
(the
Substitute
) as
 
principal debtor
 
under the
 
Notes or
Coupons in
 
the manner
 
specified in
 
Schedule 6
 
to the
 
Agency Agreement,
 
provided that
 
no
payment
 
in
 
respect
 
of
 
the
 
Notes
 
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 obligations of the Substitute under the Deed Poll, the Notes and the Coupons
 
shall
be unconditionally and irrevocably guaranteed by Equinor ASA
 
(in such capacity,
 
the
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New Guarantor
and such guarantee, the
New Guarantee
) and (in the case of Notes
having the benefit of the Guarantee) the Guarantor, by means of the Deed Poll;
(ii)
 
all action, conditions and things required to be taken, fulfilled
 
and done (including the
obtaining of any necessary consents) to ensure that the Deed
 
Poll, the Notes and
Coupons represent valid, legally binding and enforceable
 
obligations of the Substitute
and in the case of the Deed Poll of the New Guarantor and
 
(in the case of Notes
having the benefit of the Guarantee) the Guarantor
 
have been taken, fulfilled and done
and are in full force and effect;
(iii)
 
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;
(iv)
 
each stock exchange or listing authority which has the Notes
 
listed on such stock
exchange shall have confirmed that following the proposed substitution
 
of the
Substitute the Notes would continue to be listed on such stock exchange;
(v)
 
legal opinions addressed to the
 
Noteholders shall have been delivered
 
to them (care of
the Agent) from a lawyer or firm of lawyers with a leading securities practice
 
in (i) the
Kingdom of Norway and, if applicable, any Substitute Jurisdiction
 
(as defined in the
final paragraph of this Condition 14 (
Substitution
)) and (ii) England, in each case as to
the fulfilment of the preceding conditions of this Condition
 
14 (
Substitution
) and the
other matters specified in the Deed Poll; and
(vi)
 
the Issuer shall have given at least 14 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 specified office of each of the Paying Agents. References
 
in
Condition 8 (
Events of Default
) to obligations under the Notes shall be deemed to
include obligations under the Deed Poll, and the events listed in Condition
 
8 (
Events of
Default
) shall be deemed to include the New
 
Guarantee not being (or being claimed by
the New Guarantor not to be) in full force and effect and the provisions of
 
Condition
8(c) to 8(e) (
Events of Default
) inclusive (other than the words "other than in respect of
the termination of the Guarantee pursuant to Condition 2(c) (
Termination of
Guarantee
)" in Condition 8(e)) shall be deemed to apply in addition
 
to the New
Guarantor.
In connection with any proposed substitution pursuant to
 
this Condition 14 (
Substitution
), the
Issuer
 
(or
 
previously
 
substituted
 
company,
 
as
 
the
 
case
 
may
 
be)
 
or
 
Substitute
 
shall
 
not
 
be
required to have regard to, or be in any way liable for,
 
the consequences of such substitution
for
 
individual
 
Noteholders
 
or
 
the
 
Couponholders resulting
 
from
 
their
 
being
 
for
 
any
 
purpose
domiciled
 
or
 
resident
 
in,
 
or
 
otherwise
 
connected
 
with,
 
or
 
subject
 
to
 
the
 
jurisdiction
 
of,
 
any
particular
 
territory.
 
No
 
Noteholder
 
or
 
Couponholder
 
shall,
 
in
 
connection
 
with
 
any
 
such
substitution, be
 
entitled to
 
claim from
 
the Issuer
 
(or
 
previously substituted
 
company,
 
as the
case
 
may
 
be)
 
or
 
Substitute
 
any
 
indemnification
 
or
 
payment
 
in
 
respect
 
of
 
any
 
tax
consequence of
 
any such
 
substitution upon
 
such individual
 
Noteholders or
 
Couponholders,
except
 
to
 
the
 
extent
 
already
 
provided
 
in
 
Condition
 
6
 
(
Taxation
)
 
as
 
modified
 
in
 
accordance
with the following paragraph.
Where
 
a
 
substitution
 
takes
 
place
 
pursuant
 
to
 
this
 
Condition
 
14
 
(
Substitution
)
 
and
 
the
Substitute
 
is
 
subject,
 
by
 
reason
 
of
 
its
 
incorporation
 
or
 
residence
 
for
 
tax
 
purposes,
 
to
 
a
jurisdiction or any political subdivision or any authority thereof or
 
therein having power to tax
0010155-0003437 UKO2:
 
2005996996.8
90
(the
Substitute Jurisdiction
)
 
other
 
than
 
the
 
Kingdom of
 
Norway (or,
 
as the
 
case may
 
be,
the
 
jurisdiction
 
of
 
incorporation
 
or
 
residence
 
for
 
tax
 
purposes
 
of
 
the
 
preceding
 
substituted
company) or
 
any political subdivision
 
or any
 
authority thereof
 
or therein having
 
power to
 
tax
(the
Previous
 
Jurisdiction
),
 
references
 
to
 
the
 
Previous
 
Jurisdiction
 
in
 
Condition
 
5(b)
(
Redemption for Tax
 
Reasons
) and Condition
 
6 (
Taxation
) shall, in
 
respect of any
 
payments
to
 
be
 
made
 
by
 
the
 
Substitute
 
(but
 
not
 
in
 
respect
 
of
 
payments
 
to
 
be
 
made
 
by
 
(A)
 
the
 
New
Guarantor under
 
the
 
New Guarantee
 
or (B)
 
(in
 
the
 
case
 
of
 
Notes having
 
the
 
benefit of
 
the
Guarantee)
 
the
 
Guarantor),
 
be
 
deemed
 
to
 
be
 
replaced
 
by
 
references
 
to
 
the
 
Substitute
Jurisdiction,
 
and
 
Conditions
 
5(b)
 
(
Redemption
 
for
 
Tax
 
Reasons
)
 
and
 
6
 
(
Taxation
)
 
shall
 
be
deemed to be modified accordingly when the substitution takes place.
15.
 
Further Issues
The
 
Issuer
 
shall
 
be
 
at
 
liberty
 
from
 
time
 
to
 
time
 
without
 
the
 
consent
 
of
 
the
 
Noteholders
 
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
 
first payment
 
of
interest thereon and so that the same shall be consolidated and form a single Series with the
outstanding Notes.
16.
 
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
 
1999
 
(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.
17.
 
Governing Law and Submission
 
to Jurisdiction
(a)
 
The Agency Agreement, the Guarantee, the Notes and the Coupons
 
and any non-
contractual obligations arising out of or in connection with
 
the Agency Agreement, the
Guarantee, the Notes and the Coupons are governed by, and shall be construed in
accordance with, English law.
(b)
 
Subject to paragraph (c) below, 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 Guarantee, the Notes
 
or the Coupons and
accordingly any legal action or proceedings arising out of or in connection
 
with the
Guarantee, the Notes or the 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.
(c)
 
This paragraph (c) is for the benefit of each of the Noteholders and Couponholders
only. To
 
the extent permitted by applicable law, each of the Noteholders and
Couponholders may take Proceedings against the Issuer and/or
 
the Guarantor in any
other court of competent jurisdiction and concurrent Proceedings in
 
any number of
jurisdictions.
(d)
 
Each of the Issuer and the Guarantor irrevocably appoints Equinor
 
UK Limited at its
registered office 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 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
0010155-0003437 UKO2:
 
2005996996.8
91
and notify the Noteholders of such appointment. Nothing herein shall
 
affect the right to
serve process in any other manner permitted by law.
0010155-0003437 UKO2:
 
2005996996.8
92
AGENT
The Bank of New
 
York Mellon, London
Branch 160 Queen Victoria Street
London EC4V
 
4LA
United Kingdom
PAYING
 
AGENT
The Bank of New York Mellon SA/NV, Luxembourg Branch
Vertigo Building - Polaris
2-4 rue,
 
Eugène
Ruppert L-2453
Luxembourg
and/or such other or further Agent and other or further Paying
 
Agents and/or specified offices as
may from time to time be duly appointed by the Issuer and notice of
 
which has been given to the
Noteholders.
0010155-0003437 UKO2:
 
2005996996.8
93
SCHEDULE 2
FORMS OF GLOBAL AND
 
DEFINITIVE NOTES, COUPONS
 
AND TALONS
PART 1
FORM OF TEMPORARY GLOBAL NOTE
EQUINOR ASA
TEMPORARY GLOBAL NOTE
Unconditionally and (subject to
 
Condition 2(c)) irrevocably
guaranteed by EQUINOR ENERGY AS
This
 
Global Note
 
is
 
a Temporary
 
Global Note
 
in
 
respect of
 
a
 
duly authorised
 
issue of
 
Notes (the
Notes
) of Equinor ASA (the
Issuer
) described, and having the provisions specified, in Part A of the
attached Final Terms
 
(the
Final Terms
).
 
References in this Global Note to the
 
Conditions shall be
to
 
the
 
Terms
 
and
 
Conditions of
 
the
 
Notes other
 
than
 
VPS
 
Notes
 
as set
 
out
 
in
 
Schedule 1
 
to
 
the
Agency Agreement (as defined
 
below) as completed by
 
the information set out
 
in the Final Terms,
but in
 
the event
 
of any
 
conflict between the
 
provisions of (a)
 
that Schedule or
 
(b) this
 
Global Note
and the information set out in the Final Terms, the Final Terms
 
will prevail.
Words and
 
expressions defined or
 
set out in
 
the Conditions and/or
 
the Final Terms
 
shall have the
same meaning when used in this Global Note.
This
 
Global
 
Note
 
is
 
issued
 
subject
 
to,
 
and
 
with
 
the
 
benefit
 
of,
 
the
 
Conditions
 
and
 
an
 
Agency
Agreement (the
Agency Agreement
,
 
which expression
 
shall be
 
construed as
 
a reference
 
to
 
that
agreement as
 
the same
 
may
 
be
 
amended, supplemented,
 
novated or
 
restated from
 
time to
 
time)
dated
 
11
 
May
 
2023
 
and
 
made
 
between
 
the
 
Issuer,
 
Equinor
 
Energy
 
AS
 
as
 
guarantor
 
(the
Guarantor
),
 
The
 
Bank
 
of
 
New
 
York
 
Mellon,
 
London
 
Branch
 
(the
Agent
)
 
and
 
the
 
other
 
agents
named in it.
For value received the Issuer, subject to
 
and in accordance with the Conditions, promises to pay to
the bearer
 
of this
 
Global Note
 
on the
 
Maturity Date
 
and/or on
 
such earlier
 
date(s) as
 
all or
 
any of
the Notes represented by this
 
Global Note may become due and
 
repayable in accordance with the
Conditions, the
 
amount payable
 
under the
 
Conditions in
 
respect of
 
the
 
Notes represented
 
by this
Global
 
Note
 
on
 
each
 
such
 
date
 
and
 
to
 
pay
 
interest
 
(if
 
any)
 
on
 
the
 
nominal
 
amount
 
of
 
the
 
Notes
from
 
time
 
to
 
time
 
represented
 
by
 
this
 
Global
 
Note
 
calculated
 
and
 
payable
 
as
 
provided
 
in
 
the
Conditions
 
together
 
with
 
any
 
other
 
sums
 
payable
 
under
 
the
 
Conditions, upon
 
(if
 
the
 
Final
 
Terms
indicates
 
that
 
this
 
Global
 
Note
 
is
 
not
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note)
 
presentation
 
and,
 
at
maturity,
 
surrender
 
of
 
this Global
 
Note to
 
or
 
to
 
the
 
order
 
of
 
the
 
Agent
 
or
 
any
 
of
 
the
 
other
 
paying
agents located
 
outside the
 
United States
 
(except as
 
provided in
 
the Conditions)
 
from time
 
to time
appointed by the Issuer
 
and the Guarantor
 
in respect of the
 
Notes, but in each
 
case subject to
 
the
requirements as to certification provided below.
If the Final Terms
 
indicates that this Global Note is intended to
 
be
 
a New Global Note, the nominal
amount of Notes represented by this Global Note shall be the aggregate nominal amount from time
to
 
time
 
entered
 
in
 
the
 
records
 
of
 
both
 
Euroclear
 
Bank
 
SA/NV
 
and
 
Clearstream
 
Banking
 
S.A.
(together,
 
the
relevant Clearing
 
Systems
).
 
The records
 
of the
 
relevant Clearing
 
Systems (which
expression in this
 
Global Note means
 
the records that
 
each relevant Clearing
 
System holds for
 
its
customers which
 
reflect the
 
amount of
 
such customer's
 
interest in
 
the
 
Notes)
 
shall be
 
conclusive
evidence of the nominal amount of Notes represented by this Global Note and, for these purposes,
a
 
statement
 
issued
 
by
 
a
 
relevant
 
Clearing
 
System
 
stating
 
the
 
nominal
 
amount
 
of
 
Notes
0010155-0003437 UKO2:
 
2005996996.8
94
represented
 
by
 
this
 
Global
 
Note
 
at
 
any
 
time
 
(which
 
statement
 
shall
 
be
 
made
0010155-0003437 UKO2:
 
2005996996.8
95
available to
 
the
 
bearer
 
upon request)
 
shall be
 
conclusive evidence
 
of
 
the records
 
of the
 
relevant
Clearing System at that time.
If
 
the
 
Final
 
Terms
 
indicates
 
that
 
this
 
Global
 
Note
 
is
 
not
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note,
 
the
nominal
 
amount
 
of
 
the
 
Notes
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
 
the
 
amount
 
stated
 
in
 
the
Final Terms
 
or, if
 
lower, the
 
nominal amount most recently
 
entered by or on
 
behalf of the Issuer
 
in
the relevant column in Part 2 or 3 of Schedule One or in Schedule
 
Two.
On any
 
redemption or payment
 
of interest being
 
made in respect
 
of, or purchase
 
and cancellation
of, any of the Notes represented by this Global Note the Issuer shall
 
procure that:
(a)
 
if the Final Terms
 
indicates that this Global Note is intended to be a New
 
Global Note,
details of
 
such redemption, payment or purchase and cancellation
 
(as the case may be)
shall be entered
pro
 
rata
in the records of the relevant Clearing Systems and, upon any
such entry being made, the nominal amount of the Notes recorded in
 
the records of the
relevant Clearing Systems and represented by this Global Note shall
 
be reduced by the
aggregate nominal amount of the Notes so redeemed or purchased
 
and cancelled; or
(b)
 
if the Final Terms
 
indicates that this Global Note is not intended to be a New
 
Global Note,
details of such redemption, payment or purchase and cancellation
 
(as the case may be)
shall be entered by or
 
on behalf of the Issuer in Schedule One and the relevant
 
space in
Schedule One recording any such redemption, payment or purchase
 
and cancellation (as
the case may be) shall be signed by or on behalf of the Issuer.
 
Upon any such redemption,
purchase and cancellation, the nominal amount of the Notes represented
 
by this Global
Note shall be reduced by the nominal amount of the Notes so redeemed
 
or purchased and
cancelled.
Payments
 
due
 
in
 
respect
 
of
 
Notes
 
for
 
the
 
time
 
being
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
made
 
to
 
the
 
bearer
 
of
 
this
 
Global
 
Note
 
and
 
each
 
payment
 
so
 
made
 
will
 
discharge
 
the
 
Issuer's
obligations
 
in
 
respect
 
thereof.
 
Any
 
failure
 
to
 
make
 
the
 
entries
 
referred
 
to
 
above
 
shall
 
not
 
affect
such discharge.
Prior to
 
the Exchange
 
Date (as
 
defined below),
 
all payments
 
(if any)
 
on this
 
Global Note
 
will only
be
 
made
 
to
 
the
 
bearer
 
hereof
 
to
 
the
 
extent
 
that
 
there
 
is
 
presented
 
to
 
the
 
Agent
 
by
 
a
 
relevant
Clearing System a certificate to the effect that it has received from or in respect of a person entitled
to
 
a
 
particular
 
nominal
 
amount
 
of
 
the
 
Notes
 
(as
 
shown
 
by
 
its
 
records)
 
a
 
certificate
 
of
 
non-US
beneficial ownership in the form required by it.
 
The bearer of this Global Note will not be entitled to
receive any
 
payment of
 
interest due
 
on or
 
after the
 
Exchange Date
 
unless upon
 
due certification
exchange of this Global Note is improperly
 
withheld or refused.
On or
 
after the
 
date (the
Exchange Date
) which
 
is 40
 
days after
 
the Issue
 
Date this
 
Global Note
may be exchanged in whole or in part (free of charge) for, as specified in the Final Terms, either:
(a)
 
security printed Definitive Notes and (if applicable) Coupons and Talons in the form set out
in Part
 
3, Part 4 and Part 5 respectively of Schedule 2 to the Agency
 
Agreement (on the
basis that all the appropriate details have been included on the
 
face of such Definitive
Notes and (if applicable) Coupons and Talons and the Final Terms
 
(or the relevant
provisions of the Final Terms) have been endorsed on or attached to such Definitive
Notes); or
(b)
 
either, (i) if the Final Terms
 
indicates that this Global Note is intended to be a New
 
Global
Note, interests recorded in the records of the relevant
 
Clearing Systems in a Permanent
Global Note or, (ii) if the Final Terms
 
indicates that this Global Note is not intended to be a
New Global Note, a Permanent Global Note, which, in either case,
 
is in or substantially in
the form set out in Part 2 of Schedule 2 to the Agency Agreement (together
 
with the Final
Terms
 
attached to it),
0010155-0003437 UKO2:
 
2005996996.8
96
in each
 
case upon
 
notice being
 
given by
 
a relevant
 
Clearing System
 
acting on
 
the
 
instructions of
any holder of an interest in this Global Note.
If
 
Definitive
 
Notes
 
and
 
(if
 
applicable)
 
Coupons
 
and/or
 
Talons
 
have
 
already
 
been
 
issued
 
in
exchange for all the
 
Notes represented for the time
 
being by the Permanent Global
 
Note, then this
Global
 
Note
 
may
 
only
 
thereafter
 
be
 
exchanged
 
for
 
Definitive
 
Notes
 
and
 
(if
 
applicable)
 
Coupons
and/or Talons
 
in accordance with the terms of this Global Note.
This
 
Global
 
Note
 
may
 
be
 
exchanged by
 
the
 
bearer
 
hereof
 
on
 
any
 
day
 
(other
 
than
 
a
 
Saturday or
Sunday) on
 
which banks
 
are open
 
for general
 
business in
 
London.
 
The Issuer
 
shall procure
 
that,
as appropriate, (i)
 
the Definitive Notes
 
or (as the
 
case may be)
 
the Permanent Global
 
Note issued
and delivered,
 
or (ii)
 
the interests
 
in the
 
Permanent Global
 
Note (where
 
the Final
 
Terms
 
indicates
that this
 
Global Note
 
is intended to
 
be a
 
New Global Note)
 
shall be
 
recorded in
 
the records
 
of the
relevant
 
Clearing
 
System,
 
in
 
each
 
case
 
in
 
exchange
 
for
 
only
 
that
 
portion
 
of
 
this
 
Global
 
Note
 
in
respect
 
of
 
which
 
there
 
shall
 
have
 
been
 
presented to
 
the
 
Agent
 
by
 
a
 
relevant
 
Clearing
 
System
 
a
certificate
 
to
 
the
 
effect
 
that
 
it
 
has
 
received
 
from
 
or
 
in
 
respect
 
of
 
a
 
person
 
entitled
 
to
 
a
 
beneficial
interest in
 
a particular
 
nominal amount
 
of the
 
Notes (as
 
shown by
 
its records)
 
a certificate
 
of non-
US
 
beneficial
 
ownership
 
from
 
such
 
person
 
in
 
the
 
form
 
required
 
by
 
it.
 
The
 
aggregate
 
nominal
amount
 
of
 
Definitive Notes
 
or
 
interests in
 
a Permanent
 
Global
 
Note
 
issued upon
 
an exchange
 
of
this Global Note will, subject to the terms
 
hereof, be equal to the aggregate nominal amount of
 
this
Global Note submitted by the bearer for exchange.
On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the
order of the Agent.
 
On an exchange of part only of this Global Note, the Issuer
 
shall procure that:
(a)
 
if the Final Terms
 
indicates that this Global Note is intended to be a New
 
Global Note,
details of such exchange shall be entered
pro rata
in the records of the relevant Clearing
Systems; or
(b)
 
if the Final Terms
 
indicates that this Global Note is not intended to be a New
 
Global Note,
details of such exchange shall be entered by or on behalf of the
 
Issuer in Schedule Two
and the relevant space in Schedule Two recording such exchange shall be signed by or on
behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes
represented by this Global Note shall be reduced by the nominal amount
 
so exchanged.
On any exchange of this Global Note for a
 
Permanent Global Note, details of such
exchange shall also be entered by or on behalf of the Issuer
 
in Schedule Two to the
Permanent Global Note and the relevant space in Schedule
 
Two to the Permanent Global
Note recording such exchange shall be signed by or on behalf of the
 
Issuer.
Until
 
the
 
exchange
 
of
 
the
 
whole
 
of
 
this
 
Global
 
Note,
 
the
 
bearer
 
of
 
this
 
Global
 
Note
 
shall
 
in
 
all
respects (except
 
as otherwise
 
provided in
 
this Global
 
Note) be
 
entitled to
 
the same
 
benefits as
 
if
they
 
were
 
the
 
bearer
 
of
 
Definitive
 
Notes
 
and
 
the
 
relative
 
Coupons
 
and/or
 
Talons
 
(if
 
any)
represented
 
by
 
this
 
Global
 
Note.
 
Accordingly,
 
except
 
as
 
ordered
 
by
 
a
 
court
 
of
 
competent
jurisdiction
 
or
 
as
 
required
 
by
 
law
 
or
 
applicable regulation,
 
the
 
Issuer
 
and
 
any
 
Paying
 
Agent
 
may
deem
 
and
 
treat
 
the
 
holder
 
of
 
this
 
Global
 
Note
 
as
 
the
 
absolute
 
owner
 
of
 
this
 
Global
 
Note
 
for
 
all
purposes.
In the event
 
that this Global
 
Note (or any
 
part of it)
 
has become due
 
and repayable in
 
accordance
with the
 
Conditions or
 
that the
 
Maturity Date
 
(if any)
 
has occurred
 
and, in
 
either case,
 
payment in
full of
 
the amount
 
due has
 
not been
 
made to
 
the bearer
 
in accordance
 
with the
 
provisions set
 
out
above,
 
then
 
from
 
8.00
 
p.m.
 
(London
 
time)
 
on
 
such
 
day
 
each
 
Noteholder
 
will
 
become
 
entitled
 
to
proceed directly against the Issuer on, and subject to, the terms of the Deed of Covenant executed
by
 
the
 
Issuer
 
on
 
13
 
May
 
2020
 
(as
 
amended,
 
supplemented,
 
novated
 
and/or
 
restated
 
as
 
at
 
the
Issue
 
Date)
 
in
 
respect
 
of
 
the
 
Notes
 
and
 
the
 
bearer
 
will
 
have
 
no
 
further
 
rights
 
under
 
this
 
Global
Note (but without
 
prejudice to the rights
 
which the bearer or
 
any other person may
 
have under the
Deed of Covenant).
 
 
 
 
0010155-0003437 UKO2:
 
2005996996.8
97
No
 
rights
 
are
 
conferred on
 
any
 
person
 
under the
 
Contracts (Rights
 
of
 
Third
 
Parties)
 
Act
 
1999 to
enforce
 
any
 
term
 
of
 
this
 
Global
 
Note,
 
but
 
this
 
does
 
not
 
affect
 
any
 
right
 
or
 
remedy
 
of
 
any
 
person
which exists or is available apart from that Act.
If
 
any
 
provision
 
in
 
or
 
obligation
 
under
 
this
 
Global
 
Note
 
is
 
or
 
becomes
 
invalid,
 
illegal
 
or
unenforceable in
 
any respect
 
under the
 
law of
 
any jurisdiction,
 
that will
 
not affect
 
or impair
 
(i) the
validity,
 
legality
 
or
 
enforceability
 
under
 
the
 
law
 
of
 
that
 
jurisdiction
 
of
 
any
 
other
 
provision
 
in
 
or
obligation under this Global Note, and
 
(ii) the validity,
 
legality or enforceability under the law of
 
any
other jurisdiction of that or any
 
other provision in or obligation under this Global Note.
This
 
Global
 
Note
 
and
 
any
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
it
 
are
governed by, and shall be construed in accordance with, English law.
This
 
Global
 
Note
 
shall
 
not
 
be
 
valid
 
unless
 
authenticated
 
by
 
the
 
Agent
 
and,
 
if
 
the
 
Final
 
Terms
indicates that this Global Note is intended to be a NGN (i) which is intended to be held in
 
a manner
which
 
would
 
allow
 
Eurosystem
 
eligibility
 
or
 
(ii)
 
in
 
respect
 
of
 
which
 
effectuation
 
is
 
applicable,
effectuated by the entity
 
appointed as common safe-keeper by the relevant Clearing Systems.
IN WITNESS
whereof the Issuer has caused
 
this Global Note to be duly
 
executed on its behalf.
EQUINOR ASA
By:
Authenticated without
recourse, warranty or liability
by
THE
 
BANK
 
OF
 
NEW
 
YORK
MELLON, LONDON BRANCH
By:
Effectuated without
 
recourse,
warranty or liability by
...................................................
as common safekeeper
By:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0010155-0003437 UKO2:
 
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98
SCHEDULE ONE TO
 
THE TEMPORARY GLOBAL NOTE
1
PART 1
INTEREST PAYMENTS
Date
made
Total
 
amount of interest
payable
 
Amount of interest
paid
Confirmation of
 
payment
on behalf of the Issuer
 
1
 
Schedule One should
 
only be completed where
 
the Final Terms indicates that this Global
 
Note is not intended
 
to be a New
Global Note.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
See the most recent entry
 
in Part 2 or 3 of
 
Schedule One or in
 
Schedule Two in order to determine
this amount.
0010155-0003437 UKO2:
 
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PART 2
REDEMPTIONS
Date
made
Total
 
amount
of principal
payable
Amount of
principal paid
Remaining nominal
amount of
 
this
Global Note
following such
redemption
*
Confirmation of
redemption on
behalf of the Issuer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
See the most recent entry
 
in Part 2 or 3 of
 
Schedule One or in
 
Schedule Two in order to determine
this amount.
0010155-0003437 UKO2:
 
2005996996.8
100
PART 3
PURCHASES AND CANCELLATIONS
Date
made
Part of nominal
amount of this Global
Note purchased and
cancelled
Remaining nominal
amount of this
 
Global Note
following such purchase
and cancellation
*
Confirmation
 
of
purchase
 
and
cancellation
 
on
 
behalf
of the Issuer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0010155-0003437 UKO2:
 
2005996996.8
101
SCHEDULE TWO TO THE
 
TEMPORARY GLOBAL NOTE
2
EXCHANGES
FOR DEFINITIVE NOTES
 
OR PERMANENT GLOBAL
 
NOTE
The following exchanges of a part of this Global Note
 
for Definitive Notes or a Permanent Global
Note have been made:
Date
made
Nominal amount of this
Global Note
 
exchanged
for Definitive Notes or a
Permanent Global Note
Remaining nominal
amount of
 
this Global
Note following such
exchange
*
Notation made
 
on
behalf of the Issuer
 
2
 
Schedule Two should only be
 
completed where the Final
 
Terms indicates that this Global Note is
 
not intended to
 
be a New
Global Note.
*
 
See the most recent
 
entry in Part 2
 
or 3 of Schedule One
 
or in Schedule Two in order
 
to determine this amount.
0010155-0003437 UKO2:
 
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102
PART 2
FORM OF PERMANENT
 
GLOBAL NOTE
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.
EQUINOR ASA
PERMANENT GLOBAL
 
NOTE
Unconditionally and (subject to
 
Condition 2(c)) irrevocably
guaranteed by EQUINOR ENERGY AS
This Global
 
Note is
 
a Permanent
 
Global Note
 
in respect
 
of
 
a duly
 
authorised issue
 
of
 
Notes (the
Notes
) of Equinor ASA (the
Issuer
) described, and having the provisions specified, in Part A of the
attached Final Terms
 
(the
Final Terms
).
 
References in this Global Note to
 
the Conditions shall be
to
 
the
 
Terms
 
and
 
Conditions of
 
the
 
Notes other
 
than
 
VPS
 
Notes
 
as set
 
out
 
in
 
Schedule 1
 
to
 
the
Agency Agreement (as defined
 
below) as completed by
 
the information set out
 
in the Final Terms,
but in
 
the event
 
of any
 
conflict between the
 
provisions of (a)
 
that Schedule or
 
(b) this
 
Global Note
and the information set out in the Final Terms, the Final Terms
 
will prevail.
Words and
 
expressions defined or
 
set out in
 
the Conditions and/or
 
the Final Terms
 
shall have the
same meaning when used in this Global Note.
This
 
Global
 
Note
 
is
 
issued
 
subject
 
to,
 
and
 
with
 
the
 
benefit
 
of,
 
the
 
Conditions
 
and
 
an
 
Agency
Agreement (the
Agency Agreement
,
 
which expression
 
shall be
 
construed as
 
a reference
 
to
 
that
agreement as
 
the same
 
may
 
be
 
amended, supplemented,
 
novated or
 
restated from
 
time to
 
time)
dated 11
 
May 2023 and made between
 
the Issuer,
 
Equinor Energy AS (the
Guarantor
), The Bank
of New York Mellon, London Branch (the
Agent
) and the other agents named in it.
For value received the Issuer, subject to and
 
in accordance with the Conditions, promises to pay to
the bearer
 
of this
 
Global Note
 
on the
 
Maturity Date
 
and/or on
 
such earlier
 
date(s) as
 
all or
 
any of
the Notes represented by this
 
Global Note may become due and
 
repayable in accordance with the
Conditions, the
 
amount payable
 
under the
 
Conditions in
 
respect of
 
the Notes
 
represented by
 
this
Global
 
Note
 
on
 
each
 
such
 
date
 
and
 
to
 
pay
 
interest
 
(if
 
any)
 
on
 
the
 
nominal amount
 
of
 
the
 
Notes
from
 
time
 
to
 
time
 
represented
 
by
 
this
 
Global
 
Note
 
calculated
 
and
 
payable
 
as
 
provided
 
in
 
the
Conditions
 
together
 
with
 
any
 
other
 
sums
 
payable
 
under
 
the
 
Conditions, upon
 
(if
 
the
 
Final Terms
indicates
 
that
 
this
 
Global
 
Note
 
is
 
not
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note)
 
presentation
 
and,
 
at
maturity,
 
surrender
 
of
 
this Global
 
Note
 
to
 
or
 
to
 
the
 
order
 
of
 
the
 
Agent
 
or
 
any
 
of
 
the
 
other
 
paying
agents located
 
outside the
 
United States
 
(except as
 
provided in
 
the Conditions)
 
from time
 
to time
appointed by the Issuer and the Guarantor in respect of the Notes.
If the Final Terms
 
indicates that this Global Note is intended to
 
be a New Global Note, the
 
nominal
amount of Notes
 
represented by this Global
 
Note shall be
 
the aggregate amount from
 
time to time
entered in the records
 
of both Euroclear Bank SA/NV and
 
Clearstream Banking S.A. (together,
 
the
relevant Clearing
 
Systems
).
 
The records
 
of the
 
relevant Clearing
 
Systems (which
 
expression in
this
 
Global
 
Note
 
means
 
the
 
records
 
that
 
each
 
relevant
 
Clearing
 
System
 
holds
 
for
 
its
 
customers
which reflect
 
the amount of
 
such customer's interest
 
in the
 
Notes) shall be
 
conclusive evidence of
the nominal amount of Notes represented by this Global Note and, for these purposes, a statement
issued by
 
a relevant
 
Clearing System
 
stating the
 
nominal
 
amount
 
of
 
Notes
 
represented
 
by
 
this
Global
 
Note
 
at
 
any
 
time
 
(which
 
statement
 
shall
 
be
 
made
0010155-0003437 UKO2:
 
2005996996.8
103
available to
 
the
 
bearer
 
upon request)
 
shall be
 
conclusive evidence
 
of
 
the records
 
of the
 
relevant
Clearing System at that time.
If
 
the
 
Final
 
Terms
 
indicates
 
that
 
this
 
Global
 
Note
 
is
 
not
 
intended
 
to
 
be
 
a
 
New
 
Global
 
Note,
 
the
nominal
 
amount
 
of
 
the
 
Notes
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
 
the
 
aggregate
 
nominal
amount stated
 
in the
 
Final Terms
 
or,
 
if lower,
 
the nominal
 
amount most
 
recently entered
 
by or
 
on
behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule
 
One or in Schedule Two.
On any
 
redemption or payment
 
of interest being
 
made in respect
 
of, or purchase
 
and cancellation
of, any of the Notes represented by this Global Note the Issuer shall
 
procure that:
(i)
 
if the Final Terms
 
indicates that this Global Note is intended to be a New Global
 
Note,
details of
 
such redemption, payment or purchase and cancellation
 
(as the case may be)
shall be entered
pro
 
rata
in the records of the relevant Clearing Systems and, upon any
such entry being made, the nominal amount of the Notes recorded in
 
the records of the
relevant Clearing Systems and represented by this Global Note shall
 
be reduced by the
aggregate nominal amount of the Notes so redeemed or purchased
 
and cancelled; or
(ii)
 
if the Final Terms
 
indicates that this Global Note is not intended to be a New
 
Global Note,
details of such redemption, payment or purchase and cancellation
 
(as the case may be)
shall be entered by or
 
on behalf of the Issuer in Schedule One and the relevant
 
space in
Schedule One recording any such redemption, payment or purchase
 
and cancellation (as
the case may be) shall be signed by or on behalf of the
 
Issuer.
 
Upon any such redemption
or purchase and cancellation,
 
the nominal amount of the Notes represented
 
by this Global
Note shall be reduced by the nominal amount of the Notes so redeemed
 
or purchased and
cancelled.
Payments
 
due
 
in
 
respect
 
of
 
Notes
 
for
 
the
 
time
 
being
 
represented
 
by
 
this
 
Global
 
Note
 
shall
 
be
made
 
to
 
the
 
bearer
 
of
 
this
 
Global
 
Note
 
and
 
each
 
payment
 
so
 
made
 
will
 
discharge
 
the
 
Issuer's
obligations
 
in
 
respect
 
thereof.
 
Any
 
failure
 
to
 
make
 
the
 
entries
 
referred
 
to
 
above
 
shall
 
not
 
affect
such discharge.
Where the Notes
 
have initially been represented
 
by one or
 
more Temporary
 
Global Notes, on
 
any
exchange of any such Temporary
 
Global Note for this Global Note or any part of it,
 
the Issuer shall
procure that:
(i)
 
if the Final Terms
 
indicates that this Global Note is intended to be a New
 
Global Note,
details of such exchange shall be entered in the records of the relevant
 
Clearing Systems;
or
(ii)
 
if the Final Terms indicates that this Global Note is not intended to be a New Global Note,
details of such exchange shall be entered by or on behalf of the
 
Issuer in Schedule Two
and the relevant space in Schedule Two recording any such exchange shall be signed by
or on behalf of the Issuer, whereupon the nominal amount of the Notes represented by this
Global Note shall be increased by the nominal amount any such Temporary Global Note so
exchanged.
In
 
certain
 
circumstances
 
further
 
notes
 
may
 
be
 
issued
 
which
 
are
 
intended
 
on
 
issue
 
to
 
be
consolidated
 
and
 
form
 
a
 
single
 
Series
 
with
 
the
 
Notes.
 
In
 
such
 
circumstances
 
the
 
Issuer
 
shall
procure that:
(i)
 
if the Final Terms
 
indicates that this Global Note is intended to be a New
 
Global Note,
details of
 
such further notes shall be entered in the records of the relevant
 
Clearing
Systems such that the nominal amount of Notes represented by
 
this Global Note shall be
increased by the amount of such further notes so issued; or
0010155-0003437 UKO2:
 
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104
(ii)
 
if the Final Terms
 
indicates that this Global Note is not intended to be a New
 
Global Note,
details of such further notes shall be entered by or on behalf of
 
the Issuer in Schedule Two
and the relevant space in
 
Schedule Two
 
recording such
 
further
 
notes
 
shall be
 
signed
 
by
or
 
on behalf
 
of
 
the
 
Issuer,
0010155-0003437 UKO2:
 
2005996996.8
105
whereupon the nominal amount of the Notes represented by this
 
Global Note shall be
increased by
 
the nominal amount of any such further notes so issued.
This
 
Global
 
Note may
 
be exchanged
 
in whole
 
but
 
not
 
in
 
part (free
 
of
 
charge) for
 
security printed
Definitive Notes and (if applicable) Coupons and/or Talons
 
in the form set out in Part 3, Part 4
 
and
Part
 
5 respectively
 
of Schedule
 
2 to
 
the Agency
 
Agreement (on
 
the
 
basis that
 
all the
 
appropriate
details
 
have
 
been
 
included on
 
the
 
face
 
of
 
such Definitive
 
Notes
 
and (if
 
applicable)
 
Coupons and
Talons
 
and the Final Terms
 
(or the
 
relevant provisions of the Final Terms)
 
have been endorsed on
or attached to such Definitive Notes) either,
 
as specified in the Final Terms:
(a)
 
upon not less than 60 days' written notice being given to the Agent by Euroclear and/or
Clearstream,
Luxembourg acting on
 
the instructions of any
 
holder of an interest
 
in this Global Note; or
(b)
 
only upon the occurrence
 
of an Exchange Event.
An
Exchange Event
means:
(i)
 
an Event of Default (as defined
 
in Condition 8) has occurred
 
and is continuing; or
(ii)
 
the Issuer has been notified
 
that both the relevant Clearing
 
Systems have been closed for
business 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.
If this Global Note is
 
only exchangeable following
 
the occurrence of an Exchange
 
Event:
(A)
 
the Issuer will promptly give notice to Noteholders in accordance with
 
Condition 12 upon
the occurrence of an Exchange Event; and
(B)
 
in the event of the occurrence of any Exchange Event, one or
 
more of the relevant Clearing
Systems acting on the instructions of any holder of an interest
 
in this Global Note may give
notice to the Agent requesting exchange.
 
Any such exchange shall occur no later than 45
days after the date of receipt of the first relevant notice by the Agent.
Any such
 
exchange will
 
be made
 
on any
 
day (other
 
than
 
a Saturday
 
or Sunday)
 
on which
 
banks
are open for general business in London by the bearer of this Global Note.
 
On an exchange of this
Global Note, this
 
Global Note shall be
 
surrendered to or
 
to the order
 
of the Agent.
 
The aggregate
nominal amount
 
of Definitive
 
Notes issued
 
upon an
 
exchange of
 
this Global
 
Note will
 
be equal
 
to
the aggregate nominal amount of this Global Note
 
at the time of such exchange.
Until the
 
exchange of
 
this Global
 
Note, the
 
bearer of
 
this Global
 
Note shall
 
in all
 
respects (except
as
 
otherwise
 
provided
 
in
 
this
 
Global
 
Note)
 
be
 
entitled
 
to
 
the
 
same
 
benefits
 
as
 
if
 
they
 
were
 
the
bearer
 
of
 
Definitive
 
Notes
 
and
 
the
 
relative
 
Coupons
 
and/or
 
Talons
 
(if
 
any)
 
represented
 
by
 
this
Global Note. Accordingly,
 
except as ordered
 
by a court
 
of competent jurisdiction
 
or as
 
required by
law
 
or
 
applicable regulation,
 
the
 
Issuer
 
and
 
any Paying
 
Agent may
 
deem and
 
treat
 
the
 
holder
 
of
this Global Note as the
 
absolute owner of this Global Note for all purposes.
In
 
the
 
event
 
that
 
(a)
 
this
 
Global
 
Note
 
(or
 
any
 
part
 
of
 
it)
 
has
 
become
 
due
 
and
 
repayable
 
in
accordance with the Conditions or that the Maturity Date has occurred
 
and, in either case, payment
in full of the amount due has not been made to the bearer in accordance with the provisions set out
above, or
 
(b) following an
 
Exchange Event,
 
this
 
Global
 
Note
 
is
 
not
 
duly
 
exchanged
 
for
 
definitive
Notes
 
by the
 
day provided
 
above,
 
then
 
from
8.00
 
p.m.
 
(London
 
time)
 
on
 
such
 
day
 
each
 
Noteholder
 
will
 
become
 
entitled
 
to
 
proceed
 
directly
against the Issuer on, and subject to, the terms of the Deed of Covenant executed by the Issuer on
13
 
May
 
2020
 
(as
 
amended,
 
supplemented,
 
novated
 
and/or
 
restated
 
as
 
at
 
the
 
Issue
 
Date)
 
in
0010155-0003437 UKO2:
 
2005996996.8
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respect of the Notes
 
and the bearer
 
 
 
 
0010155-0003437 UKO2:
 
2005996996.8
107
will
 
have
 
no
 
further
 
rights
 
under
 
this
 
Global
 
Note
 
(but
 
without
 
prejudice
 
to
 
the
 
rights
 
which
 
the
bearer or any other person may have under the Deed of Covenant).
No
 
rights
 
are
 
conferred on
 
any
 
person
 
under the
 
Contracts (Rights
 
of
 
Third
 
Parties)
 
Act
 
1999 to
enforce
 
any
 
term
 
of
 
this
 
Global
 
Note,
 
but
 
this
 
does
 
not
 
affect
 
any
 
right
 
or
 
remedy
 
of
 
any
 
person
which exists or is available apart from that Act.
If
 
any
 
provision
 
in
 
or
 
obligation
 
under
 
this
 
Global
 
Note
 
is
 
or
 
becomes
 
invalid,
 
illegal
 
or
unenforceable in
 
any respect
 
under the
 
law of
 
any jurisdiction,
 
that will
 
not affect
 
or impair
 
(i) the
validity,
 
legality
 
or
 
enforceability
 
under
 
the
 
law
 
of
 
that
 
jurisdiction
 
of
 
any
 
other
 
provision
 
in
 
or
obligation under this Global Note, and
 
(ii) the validity,
 
legality or enforceability under the law of
 
any
other jurisdiction of that or any
 
other provision in or obligation under this Global Note.
This
 
Global
 
Note
 
and
 
any
 
non-contractual
 
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
it
 
are
governed by, and shall be construed in accordance with, English law.
This
 
Global
 
Note
 
shall
 
not
 
be
 
valid
 
unless
 
authenticated
 
by
 
the
 
Agent
 
and,
 
if
 
the
 
Final
 
Terms
indicates that this Global Note is intended to be a NGN (i) which is intended to be held in
 
a manner
which
 
would
 
allow
 
Eurosystem
 
eligibility
 
or
 
(ii)
 
in
 
respect
 
of
 
which
 
effectuation
 
is
 
applicable,
effectuated by the entity
 
appointed as common safekeeper by the relevant Clearing Systems.
IN WITNESS
whereof the Issuer has caused
 
this Global Note to be duly
 
executed on its behalf.
EQUINOR ASA
By:
Authenticated without
recourse, warranty or liability
by
THE
 
BANK
 
OF
 
NEW
 
YORK
MELLON, LONDON BRANCH
By:
Effectuated without
 
recourse,
warranty or liability by
...................................................
as common safekeeper
By:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0010155-0003437 UKO2:
 
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108
SCHEDULE ONE TO THE
 
PERMANENT GLOBAL
 
NOTE
3
PART 1
INTEREST PAYMENTS
Date
made
Total
 
amount of interest
payable
 
Amount of interest
paid
Confirmation of
 
payment
on behalf of the Issuer
 
3
 
Schedule One should
 
only be completed where
 
the Final Terms indicates that this Global
 
Note is not intended
 
to be a New
Global Note.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
See the most recent
 
entry in Part 2
 
or 3 of Schedule One
 
or in Schedule Two in order
 
to determine
this amount.
0010155-0003437 UKO2:
 
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PART 2
REDEMPTIONS
Date
made
Total
 
amount
of principal
payable
Amount of
principal paid
Remaining nominal
amount of
 
this
Global Note
following such
redemption
*
Confirmation of
redemption on
behalf of
 
the
Issuer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
See the most recent
 
entry in Part 2
 
or 3 of Schedule One
 
or in Schedule Two in order
 
to determine
this amount.
0010155-0003437 UKO2:
 
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PART 3
PURCHASES AND CANCELLATIONS
Date
made
Part of nominal amount
of this Global
 
Note
purchased and
cancelled
Remaining nominal
amount of this
 
Global Note
following such purchase
and cancellation
*
Confirmation
 
of
purchase
 
and
cancellation
 
on
 
behalf
of the Issuer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0010155-0003437 UKO2:
 
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SCHEDULE TWO TO THE PERMANENT GLOBAL NOTE
4
SCHEDULE OF EXCHANGES
 
AND ISSUES OF FURTHER
NOTES
The following exchanges
 
or further notes affecting the nominal
 
amount of this Global Note
 
have been
made:
Date
made
Nominal amount of
Temporary Global
Note exchanged for
this Global Note or
nominal amount of
further notes issued
Remaining nominal
amount of this Global
Note following such
exchange or further
notes issued
*
Notation made
 
on
behalf of the Issuer
 
 
0010155-0003437 UKO2:
 
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112
4
 
Schedule Two should only be
 
completed where the Final
 
Terms indicates that this Global Note is
 
not intended to
 
be a New
Global Note.
*
 
See the most recent entry
 
in Part 2 or 3 of
 
Schedule One or in
 
Schedule Two in order to determine
 
this amount.
 
0010155-0003437 UKO2:
 
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PART 3
FORM OF DEFINITIVE
 
NOTE
(
Face of Note
)
[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.]
(1)
EQUINOR ASA
unconditionally and (subject
 
to Condition 2(c)) irrevocably
guaranteed by EQUINOR ENERGY AS
[
Specified Currency and Nominal Amount of Tranche
]
EURO MEDIUM TERM
 
NOTES DUE [
Year of Maturity
]
This
 
Note
 
is
 
one
 
of
 
a
 
duly
 
authorised
 
issue
 
of
 
Euro
 
Medium
 
Term
 
Notes
 
denominated
 
in
 
the
Specified
 
Currency
 
maturing
 
on
 
the
 
Maturity
 
Date
 
(the
Notes
)
 
of
 
Equinor
 
ASA
 
(the
Issuer
).
References herein to
 
the Conditions shall
 
be to the
 
Terms
 
and Conditions of
 
the Notes
 
other than
VPS Notes
 
[endorsed hereon/set
 
out in
 
Schedule 1
 
to the
 
Agency Agreement
 
(as defined
 
below)
which shall be
 
incorporated by reference
 
herein and have
 
effect as
 
if set out
 
herein] as completed
by
 
the
 
Final
 
Terms
 
(the
Final
 
Terms
)
 
(or
 
the
 
relevant
 
provisions
 
of
 
the
 
Final
 
Terms)
 
endorsed
hereon,
 
but
 
in
 
the
 
event
 
of
 
any
 
conflict
 
between
 
the
 
provisions
 
of
 
the
 
Conditions
 
and
 
the
information in the Final Terms, the Final Terms
 
will prevail.
This
 
Note
 
is
 
issued
 
subject
 
to,
 
and
 
with
 
the
 
benefit
 
of,
 
the
 
Conditions
 
and
 
an
 
amended
 
and
restated
 
Agency
 
Agreement (the
Agency Agreement
,
 
which expression
 
shall be
 
construed
 
as a
reference to that agreement as the same may be amended,
 
supplemented or restated from time to
time)
 
dated
 
11
 
May
 
2023
 
and
 
made
 
between
 
[(
inter
 
alios
)]
 
the
 
Issuer,
 
Equinor
 
Energy
 
AS
 
as
guarantor, The Bank of New York
 
Mellon, London Branch (the
Agent
) and the other parties named
therein.
For value
 
received, the
 
Issuer,
 
subject to
 
and in
 
accordance with
 
the Conditions,
 
promises to
 
pay
to the
 
bearer hereof on the
 
Maturity Date and/or on
 
such earlier date(s) as
 
this Note may
 
become
due and repayable in accordance with
 
the Conditions, the amount payable under
 
the Conditions in
respect
 
of
 
this
 
Note
 
on
 
each
 
such
 
date
 
and
 
to
 
pay
 
interest
 
(if
 
any)
 
on
 
this
 
Note
 
calculated
 
and
payable as provided in the Conditions together with any other
 
sums payable under the Conditions.
If
 
any
 
provision in
 
or
 
obligation under
 
this
 
Note
 
is
 
or
 
becomes
 
invalid, illegal
 
or
 
unenforceable in
any
 
respect under the law of
 
any jurisdiction, that will not
 
affect or impair (i)
 
the validity,
 
legality or
enforceability
 
under
 
the
 
law
 
of
 
that
 
jurisdiction
 
of
 
any
 
other
 
provision
 
in
 
or
 
obligation
 
under
 
this
Note, and
(ii) the
 
validity,
 
legality or
 
enforceability under
 
the law
 
of any
 
other jurisdiction
 
of that
 
or any
 
other
provision in or obligation under this Note.
This Note shall not be
 
validly issued unless authenticated
 
by the Agent.
IN WITNESS
whereof the Issuer has caused
 
this Note to be duly
 
executed on its behalf.
EQUINOR ASA
0010155-0003437 UKO2:
 
2005996996.8
114
(1)
 
This legend can be
 
deleted if TEFRA C
 
or TEFRA not applicable
 
is specified in the
 
applicable Final Terms.
0010155-0003437 UKO2:
 
2005996996.8
115
By:
 
............................................
Authorised Signatory
Authenticated without
 
recourse,
warranty or liability by
THE BANK OF NEW
 
YORK MELLON, LONDON
 
BRANCH
By:
0010155-0003437 UKO2:
 
2005996996.8
116
(
Reverse of Note
)
Terms and Conditions of the Notes other than
 
VPS Notes
[
Terms and Conditions of the Notes other than VPS
 
Notes to be as
set out in Schedule 1 to the Agency Agreement
]
Final Terms
[
Here may be set
 
out text of Final
Terms relating to the Notes
]
exhibit25p118i0
 
exhibit25p118i1
 
exhibit25p118i2
0010155-0003437 UKO2:
 
2005996996.8
117
PART 4
FORM OF
 
COUPON
(
Face of Coupon
)
EQUINOR ASA
[
Specified Currency and
 
Nominal Amount
Tranche
] NOTES DUE [
Year of Maturity
]
Series No. [
 
]
Part A
[
For Fixed Rate Notes
:
This Coupon is payable to bearer, separately
 
Coupon
for negotiable and subject to the Terms and
 
[
]
Conditions of the Notes other than
VPS Notes of the said Notes.
 
due
on [
 
]
20[
 
]]
Part B
[
For Floating Rate Notes
:
Coupon for the amount due in accordance with
 
Coupon
due the Terms
 
and Conditions of the Notes other than
VPS Notes on the said
 
Notes on
 
in [
 
]
the Interest Payment Date falling
 
in
 
20[
 
]]
[
 
] 20[
 
].
This Coupon is payable
 
to bearer,
separately negotiable and subject to
such Terms
 
and Conditions of the Notes
other than
VPS Notes, under which
 
it may become
void before its due date.]
ANY
 
UNITED
 
STATES
 
PERSON
 
WHO
 
HOLDS
 
THIS
 
OBLIGATION
 
WILL
 
BE
 
SUBJECT
 
TO
LIMITATIONS
 
UNDER
 
THE
 
UNITED
 
STATES
 
TAX
 
LAWS
 
INCLUDING
 
THE
 
LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
 
REVENUE CODE.
00
 
000000
 
[ISIN]
 
00
 
000000
0010155-0003437 UKO2:
 
2005996996.8
118
PART 5
FORM OF
 
TALON
(
Face of Talon
)
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.
EQUINOR ASA
[
Specified Currency and Nominal Amount of
Tranche
] EURO MEDIUM TERM
 
NOTES DUE [
Year
of Maturity
]
Series No. [
 
]
On and after
 
[
 
] further Coupons [and
 
a further Talon]
 
appertaining to the Note
 
to which this Talon
appertains will be issued at the specified office of the Agent
 
or any of the Paying Agents set out on
the reverse hereof (and/or any
 
other or further Paying Agents and/or
 
specified offices as may from
time to
 
time be
 
duly appointed
 
and notified
 
to the
 
Noteholders) upon
 
production and
 
surrender of
this Talon.
This
 
Talon
 
may,
 
in
 
certain
 
circumstances,
 
become
 
void
 
under
 
the
 
Terms
 
and
 
Conditions
 
of
 
the
Notes other than VPS Notes endorsed on the Notes to which
 
this Talon
 
appertains.
EQUINOR ASA
By:
 
............................................
Authorised Signatory
0010155-0003437 UKO2:
 
2005996996.8
119
(
Reverse of Coupon and Talon
)
AGENT
The Bank of New
 
York Mellon, London
Branch 160 Queen Victoria Street
London EC4V
 
4LA
United Kingdom
PAYING
 
AGENT
The Bank of New York Mellon SA/NV, Luxembourg Branch
Vertigo Building - Polaris
2-4 rue,
 
Eugène
Ruppert L-2453
Luxembourg
and/or such other or further Agent and other or further Paying
 
Agents and/or specified offices as
may from time to time be duly appointed by the Issuer and notice of
 
which has been given to the
Noteholders.
0010155-0003437 UKO2:
 
2005996996.8
120
SCHEDULE 3
FORM OF DEED OF COVENANT
THIS DEED OF COVENANT
is made on 13 May 2020 by
EQUINOR ASA
(the
Issuer
) in favour of
the
 
account holders
 
specified below
 
of Clearstream
 
Banking S.A.,
 
Euroclear Bank
 
SA/NV,
 
and/or
any
 
other
 
additional
 
clearing
 
system
 
or
 
systems
 
as
 
are
 
specified
 
in
 
Part
 
B
 
of
 
the
 
Final
 
Terms
relating to any Note (as defined below) (each a
Clearing System
).
WHEREAS
:
(A)
 
The Issuer has entered into an amended and restated Programme
 
Agreement (the
Programme Agreement
, which expression includes the
 
same as it may be further
amended and/or restated and/or supplemented from time
 
to time) dated 13 May 2020 with
the Dealers named therein under which
 
the Issuer proposes from time to time to issue
Euro Medium Term
 
Notes (the
Notes
).
(B)
 
The Notes (other than the VPS Notes (as defined in the Programme Agreement))
 
will
initially be represented by, and comprised in, Temporary
 
Global Notes (the
Temporary
Global Notes
) and thereafter may be represented by, and comprised in, Permanent Global
Notes (the
Permanent Global Notes
, the Temporary Global Notes and Permanent Global
Notes being herein together
 
called the
Global Notes
) representing a certain
 
number of
underlying Notes (the
Underlying Notes
).
(C)
 
Each Global Note may, after issue, be deposited with a depositary for one or more Clearing
Systems (each such Clearing System or all such Clearing
 
Systems together, the
Relevant
Clearing System
). Upon such deposit of a Global Note the Underlying Notes
 
represented
by such Global Note will be credited to a securities account or securities
 
accounts with the
Relevant Clearing System.
 
Any account holder with the Relevant Clearing System which
has Underlying Notes credited to its securities account from time
 
to time (each a
Relevant
Account Holder
) will, subject to and in accordance with the terms and conditions
 
and
operating procedures or management regulations of
 
the Relevant Clearing System,
 
be
entitled to transfer such Underlying
 
Notes and (subject to and upon payment
 
being made by
the Issuer to the bearer in accordance with the terms of the relevant
 
Global Note) will be
entitled to receive payments from the Relevant Clearing System
 
calculated by
 
reference to
the Underlying Notes credited to its securities account.
(D)
 
In certain circumstances specified in each Global Note, the bearer of
 
the Global Note will
have no further rights under the Global Note (but without prejudice
 
to the rights which any
person may have pursuant to this Deed of Covenant). The time at which
 
this occurs is
hereinafter referred to as the
Relevant Time
.
 
In such circumstances each Relevant
Account Holder will, subject to and in accordance with the terms of
 
this Deed, acquire
against the Issuer all those rights which such Relevant Account
 
Holder would have had if,
prior to the Relevant Time, duly executed and authenticated Definitive Note(s) (as defined
in the Agency Agreement (the
Agency Agreement
, which expression includes the same as
it may be further amended and/or restated and/or supplemented
 
from time to time) dated
13 May 2020) and interest coupons (the
Coupons
) appertaining to the Definitive Note(s) (if
appropriate) had been issued in respect of its Underlying Note(s)
 
and such Definitive
Notes(s) and Coupons (if appropriate) were held and beneficially
 
owned by such Relevant
Account Holder.
NOW THIS DEED WITNESSES
 
AS FOLLOWS
:
1.
 
If at any time the bearer of the Global Note ceases to have rights under
 
it in accordance
with the terms thereof, the Issuer hereby undertakes
 
and covenants with each Relevant
0010155-0003437 UKO2:
 
2005996996.8
121
Account Holder (other than when any Relevant Clearing System
 
is an account holder of
any other Relevant Clearing System)
 
that
 
each
 
Relevant
 
Account
 
Holder
 
shall
automatically
 
acquire
 
at
 
the
 
Relevant
 
Time,
0010155-0003437 UKO2:
 
2005996996.8
122
without the
 
need for any
 
further action on
 
behalf of any
 
person, against the
 
relevant Issuer
all
 
those
 
rights
 
which
 
such
 
Relevant
 
Account
 
Holder
 
would
 
have
 
had
 
if
 
at
 
the
 
Relevant
Time it
 
held and beneficially owned duly
 
executed and authenticated Definitive Note(s) and
Coupons
 
(if
 
appropriate)
 
in
 
respect
 
of
 
each
 
Underlying
 
Note
 
represented
 
by
 
such
 
Global
Note
 
which
 
such
 
Relevant
 
Account
 
Holder
 
has
 
credited
 
to
 
its
 
securities
 
account
 
with
 
the
Relevant
 
Clearing
 
System
 
at
 
the
 
Relevant
 
Time.
 
The
 
Issuer's
 
obligation
 
pursuant
 
to
 
this
clause
 
shall
 
be
 
a
 
separate
 
and
 
independent
 
obligation
 
by
 
reference
 
to
 
each
 
Underlying
Note
 
which
 
a
 
Relevant
 
Account
 
Holder
 
has
 
credited
 
to
 
its
 
securities
 
account
 
with
 
the
Relevant
 
Clearing
 
System
 
and
 
the
 
Issuer
 
agrees
 
that
 
a
 
Relevant
 
Account
 
Holder
 
may
assign its rights hereunder in whole or in part.
2.
 
The records of the Relevant Clearing System shall be conclusive evidence
 
of the identity of
the Relevant Account Holders and the number of Underlying Notes
 
credited to the
securities account of each Relevant Account Holder.
 
For the purposes hereof a statement
issued by the Relevant Clearing System stating:
(a)
 
the name of the Relevant
 
Account Holder to which such
 
statement is issued; and
(b)
 
the aggregate nominal amount of Underlying Notes
 
credited to the securities
account of such Relevant Account Holder as at the opening
 
of business on the first
day following the Relevant Time on which the Relevant Clearing System is open for
business,
shall be conclusive evidence
 
of the records of the
 
Relevant Clearing System at the
 
Relevant
Time.
3.
 
In the event of a dispute, the determination of the Relevant Time by the Relevant Clearing
System
 
(in the absence of manifest error) shall be final and conclusive
 
for all purposes in
connection with
 
the Relevant Account Holders with securities accounts with the
 
Relevant
Clearing System.
4.
 
The Issuer undertakes in favour of each Relevant Account Holder
 
that, in relation to any
payment to be made by it under this Deed, it will comply with the
 
provisions of Condition 6
to the extent that they apply to any payments in respect of Underlying
 
Notes as if those
provisions had been set out in full in this Deed.
5.
 
The Issuer agrees to pay any stamp and other similar duties and
 
taxes, including interest
and penalties, payable on or in connection with the execution of this
 
Deed and any action
taken by any Relevant Account Holder to enforce the provisions of
 
this Deed.
6.
 
The Issuer hereby warrants, represents and covenants with each Relevant
 
Account Holder
that it has all corporate power, and has taken all necessary corporate or other steps, to
enable it to execute, deliver and perform this Deed, and that this Deed
 
constitutes a legal,
valid and binding obligation of the Issuer enforceable in accordance
 
with its terms subject
to the laws of bankruptcy and other laws affecting the rights of creditors
 
generally.
7.
 
This Deed shall take effect as a Deed Poll for the benefit of the Relevant Account
 
Holders
from time to time and for the time being.
 
This Deed shall be deposited with and held by the
depositary or common safekeeper, as the case may be, for the Relevant Clearing System
(being at the date hereof The Bank of New York Mellon at One Canada Square, London
E14 5AL) until all the obligations of the Issuer hereunder have been discharged
 
in full.
8.
 
The Issuer hereby acknowledges the right of every Relevant Account
 
Holder to the
production of, and the right of every Relevant Account Holder to
 
obtain (upon payment of a
reasonable charge) a copy of, this Deed, and further acknowledges
 
and covenants that the
obligations binding upon it contained herein are owed to, and shall
 
be for the account of,
0010155-0003437 UKO2:
 
2005996996.8
123
each and every Relevant Account Holder, and that each Relevant Account Holder shall be
entitled severally to enforce the said obligations against the
 
Issuer.
0010155-0003437 UKO2:
 
2005996996.8
124
9.
 
If any provision in or obligation under this Deed is or becomes invalid,
 
illegal or
unenforceable in any respect under the law of any jurisdiction,
 
that will not affect or impair
(i) the validity, legality or enforceability under the law of that jurisdiction of any other
provision in or obligation under this Deed, and (ii) the validity, legality or enforceability
under the law of any other jurisdiction of that or any other provision in or
 
obligation under
this Deed.
10.
 
This Deed and any non-contractual obligations arising out of or
 
in connection with it are
governed by, and shall be construed in accordance with, English law.
The courts of
 
England are to have
 
jurisdiction to settle any
 
disputes which may arise
 
out of
or
 
in
 
connection
 
with
 
this
 
Agreement
 
(including
 
a
 
dispute
 
relating
 
to
 
any
 
non-contractual
obligations
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
this
 
Agreement)
 
and
 
accordingly any
 
legal
action
 
or
 
proceedings
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
this
 
Agreement
 
(
Proceedings
)
may
 
be
 
brought
 
in
 
such
 
courts.
 
The
 
Issuer
 
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
 
benefit
 
of
 
each
 
of
 
the
 
Relevant
 
Account
 
Holders
and, to
 
the extent
 
allowed by applicable
 
law,
 
shall not limit
 
the right or
 
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).
The
 
Issuer
 
irrevocably appoints
 
Equinor
 
UK
 
Limited (whose
 
offices
 
are
 
at
 
the
 
date
 
of
 
this
Agreement at One Kingdom Street, Paddington Central,
 
London W2 6BD) as its authorised
agent
 
for
 
service
 
of
 
process
 
in
 
England.
 
If
 
for
 
any
 
reason
 
such
 
agent
 
shall
 
cease
 
to
 
be
such
 
agent
 
for
 
service
 
of
 
process,
 
the
 
Issuer
 
shall
 
forthwith,
 
on
 
request
 
of
 
the
 
Agent,
appoint a
 
new agent
 
for service
 
of process
 
in England
 
and deliver
 
to
 
the Agent
 
a copy
 
of
the new agent's acceptance of that
 
appointment within 30 days.
 
Nothing in this Agreement
shall affect the right to serve process in any other manner permitted by law.
IN
 
WITNESS
whereof
 
the
 
Issuer
 
has
 
caused
 
this
 
Deed
 
to
 
be
 
duly
 
executed
 
the
 
day and
 
year
first
 
above mentioned.
EXECUTED
as a
DEED
)
by EQUINOR ASA and signed
 
and
 
)
delivered as a deed on its
 
)
behalf by
 
)
an authorised representative of
 
the company
 
)
0010155-0003437 UKO2:
 
2005996996.8
125
SCHEDULE 4
PROVISIONS FOR MEETINGS
 
OF NOTEHOLDERS
1.
 
As
 
used
 
in
 
this
 
Schedule
 
the
 
following
 
expressions
 
shall
 
have
 
the
 
following
 
meanings
unless
 
the context otherwise requires:
(a)
voting certificate
shall mean an English language certificate issued by a Paying
Agent and dated in which it is stated:
(i)
 
that on the date thereof Notes (not being Notes in respect of
 
which a block
voting instruction has been issued and is outstanding in respect of
 
the
meeting specified in such voting certificate and any adjourned
 
such meeting)
bearing specified serial numbers were deposited with such Paying
 
Agent or
(to the satisfaction of such Paying Agent) were held to its order
 
or under its
control and that no such Notes will cease to be so deposited or
 
held until the
first to occur of:
(A)
 
the conclusion of the meeting specified in such certificate or, if
applicable, any adjourned such meeting; and
(B)
 
the surrender of the certificate to the Paying Agent who issued the
same;
 
and
(ii)
 
that the bearer thereof is entitled to attend and vote at such
 
meeting and any
adjourned such meeting in respect of the Notes represented by
 
such
certificate;
(b)
block
 
voting
 
instruction
shall
 
mean
 
an
 
English
 
language
 
document
 
issued
 
by
a
 
Paying Agent and dated in which:
(i)
 
it is certified that Notes (not being Notes in respect of which a voting
certificate has been issued and is outstanding in respect of
 
the meeting
specified in such block voting instruction and any adjourned such
 
meeting)
have been deposited with such Paying Agent or (to the satisfaction of
 
such
Paying Agent) were held to its order or under its control and that no
 
such
Notes will cease to be so deposited or held until the first to
 
occur of:
(A)
 
the conclusion of the meeting specified in such document or, if
applicable, any adjourned such meeting; and
(B)
 
the surrender to the Paying Agent not less than 48 hours before
 
the
time for which such meeting or any adjourned such meeting is
convened of the receipt issued by such Paying Agent in respect
 
of
each such deposited Note which is to be released or (as the case
may require) the Note or Notes ceasing with the agreement of
 
the
Paying Agent to be held to its order or under its control and the
 
giving
of notice by the Paying Agent to the Issuer in accordance with
paragraph 17 hereof of the necessary amendment to the block
 
voting
instruction;
(ii)
 
it is certified that each holder of such Notes has instructed such Paying
Agent that the vote(s) attributable to the Note or Notes so deposited
 
or held
should be cast in a particular way in relation to the resolution
 
or resolutions
to be put to such meeting
 
or any adjourned such meeting and that all such
0010155-0003437 UKO2:
 
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126
instructions are during the period commencing
 
48 hours
 
prior
 
to
 
the
 
time
for
 
which
 
such
 
meeting
 
or
 
any
 
adjourned
0010155-0003437 UKO2:
 
2005996996.8
127
such
 
meeting
 
is
 
convened
 
and
 
ending
 
at
 
the
 
conclusion
 
or
 
adjournment
thereof neither revocable nor capable of amendment;
(iii)
 
the total number and the serial numbers of the Notes so deposited or
 
held
are listed distinguishing with regard to each such
 
resolution between those
in respect of which instructions have been given as
 
aforesaid that the votes
attributable thereto should be cast in
 
favour of the resolution and those in
respect of which instructions have been so given that the votes
 
attributable
thereto should be cast against the resolution; and
(iv)
 
one or more persons named in such document (each hereinafter
 
called a
proxy
) is or are authorised and instructed by such Paying Agent to
 
cast the
votes attributable to the Notes so listed in accordance with
 
the instructions
referred to in paragraph (iii) above as set out in such document.
The
 
holder
 
of
 
any
 
voting
 
certificate
 
or
 
the
 
proxies
 
named
 
in
 
any
 
block
 
voting
instruction
 
shall
 
for
 
all
 
purposes
 
in
 
connection
 
with
 
the
 
relevant
 
meeting
 
or
adjourned meeting of Noteholders be deemed to be the holder of the Notes to which
such voting
 
certificate or
 
block voting
 
instruction relates
 
and the
 
Paying Agent
 
with
which such Notes have been
 
deposited or the person holding
 
the same to the order
or under the control of such Paying Agent shall be deemed for
 
such purposes not to
be the holder of those Notes.
(c)
 
References herein to the
Notes
are to the Notes in respect of which the relevant
meeting is convened.
2.
 
The Issuer may at any time and, upon a requisition in writing of
 
Noteholders holding not
less than
 
10 per cent. in nominal amount of the Notes
 
for the time being outstanding, shall
convene a meeting of the Noteholders and if the Issuer makes default
 
for a period of seven
days in convening such a meeting the same may be convened by
 
the requisitionists.
Whenever the Issuer is about to convene any such meeting it shall
 
forthwith give notice in
writing to the Agent and the Dealers of the day, time and place thereof (which need not be
a physical place and instead may be by way of conference
 
call, including by use of a
videoconference platform) and of the nature of the business
 
to be transacted thereat.
Every such meeting shall be held at such time and place as
 
the Agent may approve.
3.
 
At least 21 days' notice (exclusive of the day on which the notice is given
 
and the day on
which the meeting is held) specifying the place, day and hour of
 
meeting shall be given to
the Noteholders
 
prior to any meeting of the Noteholders in the manner provided
 
by
Condition 12.
 
Such notice shall state generally the nature of the business
 
to be transacted
at the meeting thereby convened but
 
(except for an Extraordinary Resolution) it shall not
be necessary to specify in such notice the terms of any resolution
 
to be proposed.
 
Such
notice shall include a statement to the effect that Notes may be deposited
 
with Paying
Agents for the purpose of obtaining voting certificates or appointing
 
proxies not less than 24
hours before the time fixed for the meeting or that, in the case
 
of corporations, they may
appoint representatives by resolution of their directors or other governing
 
body.
 
A copy of
the notice shall be sent by post to the Issuer (unless the
 
meeting is convened by the
Issuer).
4.
 
Some person (who may but need not be a Noteholder) nominated in
 
writing by the Issuer
shall be entitled to take the chair at every such meeting but if no such
 
nomination is made
or if at any
 
meeting the person nominated shall not be present
 
within fifteen minutes after
the time appointed for holding the meeting the Noteholders
 
present shall choose one of
their number to be Chair.
5.
 
At any such meeting one or more persons present holding Notes or
 
voting certificates or
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being proxies and holding or representing in the aggregate not
 
less than 20 per cent. in
nominal amount of the Notes
 
for the
 
time being
 
outstanding shall
 
(except for
 
the purpose
of
 
passing an
 
Extraordinary
0010155-0003437 UKO2:
 
2005996996.8
129
Resolution) form a
 
quorum for the
 
transaction of business
 
and no business
 
(other than the
choosing
 
of
 
a
 
Chair)
 
shall
 
be
 
transacted
 
at
 
any
 
meeting
 
unless
 
the
 
requisite
 
quorum
 
be
present at
 
the commencement
 
of business.
 
The quorum
 
at any
 
such meeting
 
for passing
an
 
Extraordinary
 
Resolution
 
shall
 
(subject
 
as
 
provided
 
below)
 
be
 
one
 
or
 
more
 
persons
present holding Notes
 
or voting
 
certificates or
 
being proxies and
 
holding or
 
representing in
the
 
aggregate
 
a
 
clear
 
majority
 
in
 
nominal
 
amount
 
of
 
the
 
Notes
 
for
 
the
 
time
 
being
outstanding
 
PROVIDED
 
THAT
 
at
 
any
 
meeting
 
the
 
business
 
of
 
which
 
includes
 
any
 
of
 
the
following matters (each
 
of which
 
shall only
 
be capable of
 
being
 
effected after
 
having been
approved by Extraordinary Resolution) namely:
(a)
 
modification of the Maturity Date of the Notes or reduction or cancellation
 
of the
nominal amount payable upon maturity; or
(b)
 
reduction or cancellation of the amount payable or modification
 
of the payment date
in respect of any interest in respect of the Notes or variation of
 
the method of
calculating the rate of interest in respect of the Notes; or
(c)
 
reduction of any Minimum Interest Rate and/or Maximum Interest Rate
 
specified in
the applicable Final Terms of any Note; or
(d)
 
modification of the currency in which payments under the Notes and/or
 
Coupons
appertaining thereto are to be made; or
(e)
 
modification of the
 
majority required to pass
 
an Extraordinary Resolution;
 
or
(f)
 
the sanctioning of any
 
such scheme or proposal as
 
is described in paragraph 18(f)
below; or
(g)
 
alteration of this proviso or
 
the proviso to paragraph 6
 
below;
the
 
quorum
 
shall
 
be
 
one
 
or
 
more
 
persons
 
present
 
holding
 
Notes
 
or
 
voting
 
certificates
 
or
being
 
proxies
 
and
 
holding
 
or
 
representing
 
in
 
the
 
aggregate
 
not
 
less
 
than
 
75
 
per
 
cent.
 
in
nominal amount
 
of the
 
Notes for
 
the time
 
being outstanding.
 
An Extraordinary
 
Resolution
passed
 
at
 
any
 
meeting
 
of
 
the
 
holders
 
of
 
Notes
 
will
 
be
 
binding
 
on
 
all
 
holders
 
of
 
Notes,
whether or not they are
 
present at the meeting, and
 
on all holders of Coupons appertaining
to such Notes.
6.
 
If within fifteen minutes after the time appointed for any such meeting
 
a quorum is not
present the meeting shall if convened upon
 
the requisition of Noteholders be dissolved. In
any other case it shall stand adjourned to the
 
same day in the next week (or if such day is a
public holiday the next succeeding business day) at the same
 
time and place (except in the
case of a meeting at which an Extraordinary Resolution is to be proposed
 
in which case it
shall stand adjourned for such period being not less than 14 days nor
 
more than 42 days,
and at such place as may be appointed by the Chair and approved by
 
the Agent) and at
such adjourned meeting one or more persons present holding Notes
 
or voting certificates or
being proxies (whatever the nominal amount of the Notes so held
 
or represented by them)
shall (subject as provided below) form a quorum and shall (subject
 
as provided below) have
power to pass any Extraordinary Resolution or other resolution and
 
to decide upon all
matters which could properly have been dealt with at the meeting
 
from which the
adjournment took place had the requisite quorum been present
 
PROVIDED THAT at any
adjourned meeting the business of which includes any of the matters
 
specified in the
proviso to paragraph 5 above the quorum shall be one or more
 
persons present holding
Notes or voting certificates or being proxies and holding
 
or representing in the aggregate
not less than a clear majority in nominal amount
 
of the Notes for the time being
outstanding.
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7.
 
Notice of any adjourned meeting at which an Extraordinary Resolution
 
is to be submitted
shall be given in the same manner as notice of an original meeting
 
but as if 10 were
substituted for 21 in paragraph 3
 
above
 
and such
 
notice
 
shall (except
 
in cases
 
where the
proviso
 
to
 
paragraph
 
6 above
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131
shall apply when it
 
shall state the
 
relevant quorum) state that
 
one or more persons
 
present
holding Notes or
 
voting certificates or being
 
proxies at the
 
adjourned meeting whatever the
nominal amount
 
of the
 
Notes held
 
or represented
 
by them
 
will form
 
a quorum.
 
Subject as
aforesaid it shall not be necessary to give any notice of an adjourned
 
meeting.
8.
 
Except whilst the Notes are in global form and only one proxy is
 
attending the meeting,
every question submitted to a meeting shall be decided in the first instance
 
by a show of
hands.
 
In case of equality of votes the Chair shall both on a show of
 
hands and on a poll
have a casting vote in
 
addition to the vote or
 
votes (if any) to which they
 
may be entitled as
a Noteholder or as a holder of a voting
 
certificate or as a proxy.
9.
 
At any meeting, unless the Notes are in global form and
 
only one proxy is attending the
meeting or a poll is (before or on the declaration of
 
the result of the show of hands)
demanded by the Chair or the Issuer or by one or more persons
 
present holding Notes or
voting certificates or being proxies (whatever the nominal amount
 
of the Notes so held by
them), a declaration by the Chair that a resolution has been
 
carried or carried by a
particular majority or lost or not carried by a particular majority shall be
 
conclusive evidence
of the fact without proof of the number or proportion of the votes
 
recorded in favour of or
against such resolution.
10.
 
Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be
taken in such manner and subject as hereinafter
 
provided either at once or
 
after an
adjournment as the Chair directs and the result of
 
such poll shall be deemed to be the
resolution of the meeting at which the poll was demanded as at
 
the date of the taking of the
poll.
 
The demand for a poll shall not prevent the continuance
 
of the meeting for the
transaction of any business other than the motion on which the
 
poll has been demanded.
11.
 
The Chair may with the consent of
 
(and shall if directed by) any
 
such meeting adjourn the
same from time to time and from place to place but no
 
business shall be transacted at any
adjourned meeting except business which might lawfully (but for lack
 
of required quorum)
have been transacted at the meeting from which the adjournment
 
took place.
12.
 
Any poll demanded at any such meeting on the election of a Chair
 
or on any question of
adjournment shall be taken at the meeting without adjournment.
13.
 
Any director or officer of the Issuer and its lawyers may attend and speak
 
at any meeting.
Save as aforesaid, but without prejudice to the proviso to the definition
 
of
outstanding
in
subclause 1.2 of this Agreement, no person shall be entitled
 
to attend and speak nor shall
any person be entitled to vote at any meeting of the Noteholders
 
or join with others in
requisitioning the convening of such a meeting unless they either
 
produce the Note or
Notes of which they are the holder or a voting certificate or is a proxy.
 
Neither the Issuer
nor any of its Subsidiaries shall be entitled to vote at any meeting
 
in respect of Notes held
by it for the benefit of any such company and no other person shall be entitled
 
to vote at
any meeting in respect of Notes held by it for the benefit of any such
 
company. Nothing
herein contained shall prevent any of the proxies named in any block
 
voting instruction
from being a director, officer or representative of or otherwise connected with the Issuer.
14.
 
Subject as provided in paragraph
 
13 hereof at any meeting:
(a)
 
on
 
a
 
show of
 
hands
 
every person
 
who is
 
present
 
in
 
person and
 
produces a
 
Note
or
 
voting certificate or is a proxy shall have one vote; and
(b)
 
on a poll every person who
 
is so present shall have one vote
 
in respect of:
(i)
 
in the case of a meeting of the holders of Notes all of which are
denominated in a
 
single currency, each minimum integral amount of such
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currency; and
0010155-0003437 UKO2:
 
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(ii)
 
in the case of a meeting of the holders of Notes denominated in more
 
than
one currency, each €1.00 or,
 
in the case of a Note denominated in a
currency other than euro, the equivalent of €1.00 in such currency at
 
the
Agent's spot buying rate for the relevant currency against euro at
 
or about
11.00 a.m. (London time) on the date of publication of the notice of the
relevant meeting (or of the original meeting of
 
which such meeting is an
adjournment),
or
 
such
 
other
 
amount
 
as
 
the
 
Agent
 
shall
 
in
 
its
 
absolute
 
discretion
 
stipulate
 
in
nominal
 
amount
 
of
 
Notes
 
so
 
produced
 
or
 
represented
 
by
 
the
 
voting
 
certificate
 
so
produced or in respect of which they are a proxy.
Without prejudice to the obligations of the proxies named in any block voting instruction any
person
 
entitled to
 
more than
 
one vote
 
need
 
not use
 
all
 
their
 
votes or
 
cast
 
all the
 
votes to
which they are entitled in the same way.
15.
 
The proxies named in any
 
block voting instruction need
 
not be Noteholders.
16.
 
Each block voting instruction together (if so requested by the
 
Issuer) with proof satisfactory
to the Issuer of its due execution on behalf of the relevant Paying Agent
 
shall be deposited
at such place as the Agent shall approve not less than 24 hours
 
before the time appointed
for holding the meeting or adjourned meeting at which the proxies named
 
in the block
voting instruction propose to vote and in default the block voting instruction
 
shall not be
treated as valid unless the Chair of the meeting decides otherwise
 
before such meeting or
adjourned meeting proceeds to business.
 
A certified copy of each block voting instruction
shall be deposited with the Agent before the commencement
 
of the meeting or adjourned
meeting but the Agent shall not thereby be obliged to investigate
 
or be concerned with the
validity of or the authority of the proxies named in any such block voting
 
instruction.
17.
 
Any vote given in accordance with the terms of a block voting instruction
 
shall be valid
notwithstanding the previous revocation or amendment of the block
 
voting instruction or of
any of the Noteholders' instructions pursuant to which it was executed
 
PROVIDED THAT
no intimation in writing of such revocation or amendment shall
 
have been received from the
relevant Paying Agent
 
by the Issuer at its registered office (or such other
 
place as may
have been approved by the Agent for the purpose) by the
 
time being 24 hours before the
time appointed for holding the meeting or adjourned meeting at which
 
the block voting
instruction is to be used.
18.
 
A meeting of the Noteholders shall in addition to the powers hereinbefore
 
given have the
following powers exercisable by Extraordinary Resolution (subject
 
to the provisions relating
to quorum contained in paragraphs 5 and 6 above) only, namely:
(a)
 
power to sanction any compromise or arrangement proposed
 
to be made between
the Issuer and the Noteholders and Couponholders or any of
 
them;
(b)
 
power to sanction any abrogation, modification, compromise or arrangement
 
in
respect of
 
the rights of the Noteholders and Couponholders against the Issuer or
against any of its property whether such rights shall arise under
 
this Agreement, the
Notes or the Coupons or otherwise;
(c)
 
power to assent to any modification of the provisions contained in
 
this Agreement or
the Conditions, the Notes, the Coupons or the Deed of Covenant
 
which shall be
proposed by the Issuer;
(d)
 
power to give any authority or sanction which under the provisions
 
of this
Agreement or the Notes is required to be given by Extraordinary
 
Resolution;
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2005996996.8
134
(e)
 
power to appoint any persons (whether Noteholders or not) as a
 
committee or
committees to represent the interests of the Noteholders and
 
to confer upon such
committee or committees any powers or discretions which the Noteholders
 
could
themselves exercise by
 
Extraordinary Resolution;
(f)
 
power to sanction any scheme or proposal for the exchange or
 
sale of the Notes for,
or the conversion of the Notes into or the cancellation of the Notes
 
in consideration
of, shares, stock, notes, bonds, debentures, debenture stock and/or
 
other
obligations and/or securities of the Issuer or any other company
 
formed or to be
formed, or for or into or in consideration of cash, or partly for or into
 
or in
consideration of such shares, stock, notes, bonds, debentures, debenture
 
stock
and/or other obligations and/or securities as aforesaid and partly
 
for or into or in
consideration of cash; and
(g)
 
power to approve the substitution of any entity in place of (i) the Issuer
 
(or any
previous substitute) as the principal debtor in respect of the Notes and
 
the
Coupons.
19.
 
Any resolution (i) passed at a meeting of the Noteholders duly convened
 
and held; (ii)
passed as a resolution in writing or (iii) passed by way of electronic
 
consents given by
Noteholders through the relevant clearing system(s), in accordance
 
with the provision
hereof shall be binding upon all the Noteholders whether present
 
or not present at such
meeting referred to in (i) above and whether or not voting and
 
upon all Couponholders and
each of them shall be bound to give effect thereto accordingly and the passing
 
of any such
resolution shall be conclusive evidence that the circumstances
 
justify the passing thereof.
Notice of the result of the voting on any resolution duly considered
 
by the Noteholders shall
be published in accordance with Condition 12 by the Issuer within
 
14 days of such result
being known PROVIDED THAT the non-publication of such notice shall not invalidate such
resolution.
20.
 
The expression
Extraordinary Resolution
when used
 
in this
 
Agreement or
 
the Conditions
means
(a)
 
a
 
resolution
 
passed
 
at
 
a
 
meeting
 
of
 
the
 
Noteholders
 
duly
 
convened
 
and
 
held
 
in
accordance with the provisions herein contained by a majority consisting of not less than 75
per cent. of the
 
persons voting thereat upon a show
 
of hands or if
 
a poll be duly demanded
then by a majority consisting of not less than 75
 
per cent. of the votes given on such poll
 
or
(b) a resolution in writing signed by
 
or
 
on behalf of the holders of not
 
less than 75 per cent.
in nominal
 
amount
 
of the
 
Notes for
 
the time
 
being outstanding,
 
which resolution
 
in writing
may be contained in
 
one document or
 
in several documents in
 
similar form each signed
 
by
or
 
on
 
behalf
 
of
 
one
 
or
 
more
 
of
 
the
 
Noteholders or
 
(c)
 
consent
 
given
 
by
 
way
 
of
 
electronic
consents through the
 
relevant clearing system(s)
 
(in a form
 
satisfactory to the
 
Agent) by or
on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes for the
time being outstanding.
21.
 
Minutes of all resolutions and proceedings at
 
every such meeting as aforesaid
 
shall be
made and duly entered in books to be from time to time provided
 
for that purpose by the
Issuer and any such Minutes as aforesaid if purporting
 
to be signed by the Chair of the
meeting at which such resolutions were passed or proceedings
 
had shall be conclusive
evidence of the matters therein contained and until the contrary is
 
proved every such
meeting in respect of the proceedings of which Minutes have been
 
made shall be deemed
to have been duly held and convened and all resolutions passed
 
or proceedings had
thereat to have been duly passed or had.
22.
 
Subject to all other provisions contained herein the Agent
 
may without the consent of the
Issuer, the Noteholders or the Couponholders prescribe such further regulations regarding
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135
the requisitioning and/or
 
the holding of meetings of Noteholders
 
and attendance and voting
thereat as the Agent may in its sole discretion think
 
fit (including, without limitation, the
holding of meetings by conference call, including
 
by use of a videoconference platform).
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SCHEDULE 5
FORM OF PUT NOTICE
for Notes in definitive
 
form
EQUINOR ASA
[
title of relevant Series
 
of Notes
]
By depositing this duly completed
 
Notice with any Paying Agent for
 
the above Series of Notes
 
(the
Notes
)
 
the
 
undersigned holder
 
of
 
such
 
Notes surrendered
 
with this
 
Notice and
 
referred to
 
below
irrevocably exercises its option to have
 
such Notes redeemed in accordance with Condition 5(
f
) on
[redemption date].
This Notice relates to Notes in
 
the aggregate nominal
 
amount of
.............. bearing the following serial numbers:
................................................................
................................................................
................................................................
If the
 
Notes referred
 
to above
 
are to
 
be returned
 
(1) to
 
the
 
undersigned under
 
subclause 10.4
 
of
the Agency Agreement, they should be returned by post to:
.........................
.........................
.........................
Payment Instructions
Please make
 
payment
 
in respect
 
of the
 
above-mentioned Notes
 
by [cheque
 
posted to
 
the
 
above
address/transfer to the following bank account] (2):
Bank:
 
................................
Branch Address:
 
................................
Branch Code:
 
................................
Account Number:
 
................................
Signature of holder:
 
................................
Duly authorised on behalf of [
]
[To
 
be completed by
 
recipient Paying
Agent]
Details of missing unmatured
 
Coupons
 
....................
 
(3)
Received by:
 
.........................
0010155-0003437 UKO2:
 
2005996996.8
137
[Signature and stamp of
 
Paying Agent]
At its office at:
 
.................................
On:
 
......................................
Notes
(1)
 
The Agency Agreement provides that Notes so returned will
 
be sent by post, uninsured and
at the
 
risk of the Noteholder, unless the Noteholder otherwise
 
requests and pays the costs
of such insurance to the relevant Paying Agent at
 
the time of depositing the Note referred
to above.
(2)
 
Delete as applicable.
(3)
 
Only relevant for Fixed
 
Rate Notes in definitive
 
form.
N.B.
 
The
 
Paying
 
Agent
 
with
 
whom
 
the
 
above-mentioned
 
Notes
 
are
 
deposited
 
will
 
not
 
in
 
any
circumstances
 
be
 
liable
 
to
 
the
 
depositing
 
Noteholder
 
or
 
any
 
other
 
person
 
for
 
any
 
loss
 
or
damage
 
arising
 
from
 
any
 
act,
 
default
 
or
 
omission
 
of
 
such
 
Paying
 
Agent
 
in
 
relation
 
to
 
the
said Notes
 
or any
 
of them
 
unless such
 
loss or
 
damage was
 
caused by
 
the fraud
 
or gross
negligence of such Paying Agent or its directors, officers or employees.
This
 
Put
 
Notice
 
is
 
not
 
valid
 
unless
 
all
 
of
 
the
 
paragraphs
 
requiring
 
completion
 
are
 
duly
completed.
 
Once
 
validly
 
given
 
this
 
Put
 
Notice
 
is
 
irrevocable
 
except
 
in
 
the
circumstances
 
set
 
out
 
in subclause 10.4 of the Agency Agreement.
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138
SCHEDULE 6
FORM OF
 
DEED POLL
This Deed
 
Poll is made
 
on [
 
] by
 
[
name of existing
 
issuer
] as
 
existing issuer (in
 
its capacity as
existing issuer
 
of
 
the
 
Notes
 
(as
 
defined
 
below),
 
the
Existing
 
Issuer
),
 
a
 
company
 
incorporated
in
 
[
 
],
 
[and] [
name
 
of
 
Substitute
]
 
as
 
the
 
substitute
 
of
 
the
 
Existing
 
Issuer
 
(the
Substitute
),
 
a
company
 
incorporated
 
in
 
[
 
]
 
[and
 
Equinor ASA
 
[and
 
Equinor Energy
 
AS] as
 
guarantor[s] (in
[its][their]
 
capacity
 
as
 
guarantor[s],
 
the
Guarantor[s]
),
 
[a
 
company][companies]
 
incorporated
 
in
The Kingdom of Norway].
(A)
 
The Existing Issuer has entered into a Programme Agreement
 
dated 11 May 2023 (the
Programme Agreement
which expression includes the same as it may be amended,
supplemented or restated from time to time) with the Dealers named therein
 
under which
the Existing Issuer has issued and
 
has outstanding Euro Medium Term Notes (
Notes
).
(B)
 
The Notes have been issued subject to and have the benefit of an
 
Agency Agreement
dated 11 May 2023 (the
Agency Agreement
which expression includes the same as it may
be amended, supplemented or restated from time to time) and entered
 
into between,
inter
alios
, the Existing
 
Issuer, The Bank of New York
 
Mellon, London Branch as Agent (the
Agent
which expression shall include its successor or successors
 
for the time being under
the Agency Agreement) and the other parties named therein.
(C)
 
The Existing Issuer has executed a Deed of Covenant dated 13 May
 
2020 (the
Deed of
Covenant
, which expression includes the same as it may be amended, supplemented
 
or
restated from time to time) relating to Global Notes (as defined
 
in the Agency Agreement)
issued by the Existing Issuer pursuant to the Programme Agreement.
(D)
 
It has been proposed that in respect of the Notes there will
 
be a substitution of the
Substitute for the Existing Issuer as the issuer of the Notes.
 
Expressions defined in the
Agency Agreement have the same meaning in this Deed unless
 
the context requires
otherwise.
(E)
 
References herein to
Notes
include any
Underlying Notes
(as defined in the Deed of
Covenant). References herein to
Coupons
are to Coupons relating to the Notes.
References herein to
Holder
means any Noteholder, Couponholder or, in relation to any
Underlying Notes, any Relevant Account Holder.
THIS DEED WITNESSES
as follows:
1.
 
The Substitute agrees that, with effect from and including the first date on
 
which notice has
been given by the Existing Issuer pursuant to Condition 14 and
 
all the other requirements of
such Condition have been met (the
Effective Date
), it shall be deemed to be
the Issuer
for
all purposes in respect of the Notes and any Coupons
 
and accordingly it shall be entitled to
all
 
the rights, and
 
subject to all the liabilities, on the part of the Existing Issuer
 
contained in
them.
2.
 
With effect from and including
 
the Effective Date:
(a)
 
the
 
Existing
 
Issuer
 
shall
 
be
 
released
 
from
 
all
 
its
 
liabilities, in
 
its
 
capacity as
issuer
 
of
 
the Notes, contained in the Notes and any Coupons; and
(b)
 
the Terms and Conditions of the Notes (the
Conditions
) shall be amended as
 
follows:
(i)
 
all references to
the Kingdom of Norway
[(or, as the case may be, the
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139
jurisdiction of
 
incorporation
 
or
 
residence
 
for
 
tax
 
purposes
 
of
 
the
preceding
 
substituted
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140
company)] in Condition 5(b)
 
shall, in respect of
 
payments to be made
 
by the
Substitute
 
(but
 
not
 
in
 
respect
 
of
 
payments
 
to
 
be
 
made
 
by
 
[[(A)]
 
the
 
New
Guarantor
 
(as
 
defined
 
below)
 
][[or
 
(B)]
 
the
 
Guarantor[s])]
 
under
 
this
 
Deed
Poll), be replaced
 
by references to
 
"[
jurisdiction of a
 
country of residence
 
of
the Substitute for tax purposes and/or, if different, of its incorporation
]"; and
(ii)
 
all references to
the Kingdom of Norway
[(or, as the case may be, the
jurisdiction of incorporation or residence for tax purposes of the
 
preceding
substituted company)] in Condition 6 shall, in respect of payments
 
to be
made by the Substitute (but not in respect of payments to be
 
made by [[(A)]
the New Guarantor (as defined below) ][[or (B)] the Guarantor[s])]
 
under this
Deed Poll), be replaced by references to "[
jurisdiction of a country of
residence of the Substitute for tax purposes and/or,
 
if different, of its
incorporation
]".
3.
 
(a)
 
The [Existing Issuer (in such capacity, the
New Guarantor
)[ and the] Guarantor[s][,
subject (in the case of Equinor Energy AS) to Condition [2(c)]
 
(
Termination of the
Guarantee
) and clause 3(g) below,] unconditionally and irrevocably guarantee[s] [on
a joint and several basis] that, if for any reason the Substitute does not
 
pay any sum
payable by it under any Note or Coupon (whether or not attached
 
to it) or this Deed
on the date specified for such payment (whether on the normal
 
due date, on
acceleration or otherwise), [the New
 
Guarantor ][or] the Guarantor[s] will pay that
sum in the currency in which it is payable under such Note
 
to the
 
Holder on
 
that
date on
 
demand to
 
[either][ the
 
New Guarantor
 
at [
]][ or
 
]the Guarantor[s] at [
 
]].
(b)
 
As between [the New Guarantor][, ][the Guarantor[s]]
 
and each Holder but without
effecting the Substitute's obligations, [each of][ the New Guarantor ][and
 
][the
Guarantor[s]] will be [jointly and severally] liable under this Deed as
 
if it were the
sole principal debtor and not merely a surety.
 
Accordingly, [each of][ the New
Guarantor][and][ the Guarantor[s]] will
 
not be discharged, nor will its liability be
affected, by anything which would not discharge it or affect is liability if it were
 
the
sole principal debtor (including (i) any time, indulgence, concession,
 
waiver or
consent at any time given to the Substitute or any other person, (ii)
 
any amendment
or supplement to any of the Conditions or to this Deed or to any security
 
or other
guarantee or indemnity, (iii) the making or absence of any demand on the Substitute
or any other person for payment, (iv) the enforcement or absence
 
of enforcement of
any Note
 
or any Coupon or this Deed or of any security or other
 
guarantee or
indemnity, (v) the
 
taking, existence or release of any security, guarantee or
indemnity, (vi) the winding-up, dissolution, amalgamation, reconstruction or
reorganisation of the Substitute or any other person or (vii)
 
the illegality, invalidity or
unenforceability of or any defect in any provision of any Note
 
or any Coupon or this
Deed or any of the Substitute's obligations under any of them).
(c)
 
The [New Guarantor's ][and, subject (in the case of Equinor
 
Energy AS) to
Condition [2(c)] (
Termination of Guarantee
) and clause 3(g) below, the
Guarantor[s]'[s] respective] obligations under this Deed are and will
 
remain in full
force and effect by way of continuing security until no sum remains payable
 
under
the Notes or any Coupons or this Deed. Furthermore, these
 
obligations of [each of][
the New Guarantor ][and ][the Guarantor[s]] are additional
 
to, and not instead of,
any security or other guarantee or indemnity at any time existing
 
in favour of any
person, whether from [the New Guarantor][, ][the Guarantor[s]] or otherwise,
 
and
may be enforced without first having recourse to the Substitute, any
 
other person,
any security or any other guarantee or indemnity.
 
[The][Each of the][ New
Guarantor ][and][ the Guarantor[s]] irrevocably waive[s] all notices and
 
demands
0010155-0003437 UKO2:
 
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whatsoever.
0010155-0003437 UKO2:
 
2005996996.8
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(d)
 
So long as any sum remains payable under any Note or any
 
Coupon or this Deed
no right of the [New Guarantor ][or ][the Guarantor[s]], by reason of
 
the performance
of any of [its][their] obligations under this Deed, to be indemnified
 
by the Substitute
or to take the benefit of or enforce any security or other guarantee
 
or indemnity shall
be exercised or enforced.
(e)
 
[The][Each of the][ New Guarantor ][and the] Guarantor[s]]
 
shall on demand [jointly
and severally] indemnify the relevant Holder against any
 
cost, loss, expense or
liability sustained or incurred by it (other than value added
 
tax or similar tax to the
extent recoverable by the relevant Holder) as a result of it
 
being required for any
reason (including any bankruptcy, insolvency, winding-up, dissolution, or similar law
of any jurisdiction) to refund all or part
 
of any amount received or recovered by it in
respect of any sum payable by the Substitute under any
 
relevant
 
Note
 
or
 
Coupon
or
 
this
 
Deed
 
and
 
[each
 
of
 
][the
 
New
 
Guarantor
 
][and
][the Guarantor[s]] shall in
 
any event pay
 
to it on
 
demand the amount
 
as refunded by
it.
(f)
 
As
 
separate,
 
independent
 
and
 
alternative
 
stipulations,
 
[each
 
of
 
][the
 
New
Guarantor
 
][and
][the
 
Guarantor[s]]
 
unconditionally
 
and
 
irrevocably
 
agrees[,
 
on
 
a
 
joint
 
and
 
several
basis]: (i)
 
that any
 
sum which,
 
although expressed
 
to
 
be payable
 
by the
 
Substitute
under any
 
Note or
 
any Coupon or
 
this Deed, is
 
for any
 
reason (whether or
 
not now
existing
 
and
 
whether
 
or not
 
now
 
known
 
or
 
becoming known
 
to the
 
Substitute, [the
New
 
Guarantor][
 
the
 
Guarantor[s]]
 
or
 
any
 
Noteholder
 
or
 
Couponholder)
 
not
recoverable from [either [of ]][the
 
New Guarantor ][or
][the
 
Guarantor[s]]
 
on
 
the
 
basis
 
of
 
a
 
guarantee
 
shall
 
nevertheless
 
be
 
recoverable
from
 
it
 
if
 
it
 
were
 
the
 
sole
 
principal
 
debtor
 
and
 
shall
 
be
 
paid
 
by
 
it
 
to
 
the
 
relevant
Holder on demand
 
and
(ii) as
 
a primary
 
obligation to
 
indemnify each
 
Holder against
 
any loss
 
suffered by
 
it
as a result of any sum expressed to
 
be payable by the Substitute under any Note or
any Coupon
 
or this
 
Deed not
 
being paid
 
by the
 
time, on
 
the date
 
and otherwise
 
in
the manner
 
specified therein or
 
any payment obligation
 
of the
 
Substitute under any
Note or any Coupon or this Deed being or becoming
 
void, voidable or unenforceable
for
 
any
 
reason
 
(whether
 
or
 
not
 
now
 
existing
 
and
 
whether
 
or
 
not
 
now
 
known
 
or
becoming
 
known
 
to
 
the
 
Substitute,
 
[the
 
New
 
Guarantor][,
 
the
 
Guarantor[s]]
 
or
 
any
Noteholder or
 
Couponholder), the
 
amount of
 
that loss
 
being the
 
amount expressed
to be payable by the Substitute in respect of the relevant sum.
(g)
 
[The release of Equinor Energy AS in accordance with Condition
 
2(c) (
Termination
of Guarantee
) from its obligations under this Deed Poll will take effect automatically
unconditionally, without prejudice to any obligations which may have accrued prior
to that time, without the need for any further act or thing to be done.]
4.
 
All payments made by [either [of ]][the New Guarantor ][or ][the Guarantor[s]]
 
under this
Deed
 
shall be made free and clear of, and without withholding or deduction
 
for, any taxes,
duties, assessments or governmental charges (
Taxes
) 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
that event [either [of]][the New Guarantor ][or ][the Guarantor[s]] shall
 
pay such additional
amounts as will result in receipt by the Noteholders and Couponholders 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 in respect of any Note or Coupon:
(a)
 
to, or to a third party on behalf of, a Holder who presented the
 
relevant Note or
Coupon for payment in the Kingdom of Norway;
0010155-0003437 UKO2:
 
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(b)
 
to, or to a third party on behalf of, a Holder who is liable (or where
 
the beneficial
owner is liable) to such Taxes by reason of the Holder having some connection with
the Kingdom of Norway other than the mere holding of the Note
 
or Coupon;
0010155-0003437 UKO2:
 
2005996996.8
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(c)
 
to, or to a third party on behalf of, a Holder who presented the
 
relevant Note or
Coupon for payment more than 30 days after the Relevant Date
 
(as defined in the
Conditions) except to the extent that such Holder would have been entitled
 
to such
additional amounts on presenting the same for payment on such
 
thirtieth day;
(d)
 
on account of any Taxes that are payable pursuant to the Norwegian Tax
 
Act
section 10-80 on payments to related companies or undertakings
 
(as such term is
defined in the Norwegian Tax Act section 10-82) tax resident in a low-tax jurisdiction
(as such term is defined in the Norwegian Tax Act section 10-63); or
(e)
 
as a result of any FATCA Withholding (as defined in the Agency
 
Agreement).
5.
 
The Conditions shall apply, where the context so admits, with any necessary consequential
modifications, to [the New Guarantor ][, ][the Guarantor[s]] and
 
to [its][their respective]
obligations under this Deed.
 
For the avoidance of doubt:
(a)
 
in Condition 2(b) (
Status of Guarantee
) the payment obligations shall include those
of [the New Guarantor ][and ][the Guarantor[s]] under this Deed;
(b)
 
[Condition 2(c) (
Termination of Guarantee
) shall apply,
mutatis mutandis
, to the
obligations of Equinor Energy AS (but not, for the avoidance of
 
doubt, the
[New][other] Guarantor) under clause 3 of this Deed;]
(c)
 
in Condition 5(b) (
Redemption for Tax Reasons
):
(i)
 
references to "the Guarantee" shall be replaced by references
 
to the
obligations of
 
the [New Guarantor ][[and ][the Guarantor[s][, as applicable,]
under clause 3 of this Deed; and
(ii)
 
references to "the Guarantor" shall be replaced by references to
 
"[each of][
the New Guarantor ][and ][the Guarantor[s]]";
(d)
 
Condition 5(h) (
Purchases
) shall apply,
mutatis mutandis,
to [the New Guarantor ][,
][the Guarantor[s]] and any Notes so purchased shall not entitle the
 
holder to vote
at, or attend, or be counted towards the quorum at meetings of
 
the Noteholders for
such Notes;
(e)
 
Condition 8 (
Events of Default
):
(i)
 
references to the Issuer in subclause (d) (
Winding-up
), shall include a
reference to [the New Guarantor][ and ][the Guarantor[s]];
(ii)
 
there
 
shall
 
be
 
an
 
additional
 
Event
 
of
 
Default
 
if
 
the
 
Substitute
 
ceases
 
to
be wholly-owned and controlled by Equinor ASA; and
(iii)
 
there shall be an additional Event of Default if the obligations
 
of [the New
Guarantor ][or ][either of ][the Guarantor[s]] under this Deed are not
 
(or are
claimed by [the New Guarantor ][or ][either of
 
][the Guarantor[s]] not to be) in
full force and effect; and
(f)
 
in Condition 13 (
Meetings of Noteholders, Modification and Waiver
) an extra
category shall be added to the proposals for which a special quorum
 
is required,
namely a proposal to modify or cancel the obligations of [either
 
[of]][ the New
Guarantor][ or ][the Guarantor[s]] under this Deed.
0010155-0003437 UKO2:
 
2005996996.8
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6.
 
The Substitute[, / and][ the New Guarantor ][and][ the Guarantor[s]]
 
agree that the benefit of
the undertakings and the covenants binding upon them contained
 
in this Deed shall be for
the benefit of each and every Holder and
 
each Holder shall be entitled severally
 
to enforce
such obligations against the Substitute[, / and][ the New Guarantor
 
][and ][ the
Guarantor[s]].
7.
 
This Deed shall be deposited with and held to the exclusion of the
 
Substitute[, / and][ the
New Guarantor ][and ][the Guarantor[s]] by the Agent at its specified
 
office for the time
being under the Conditions and the Substitute[, / and][ the New
 
Guarantor ][and][ the
Guarantor[s]] hereby acknowledge the right of every Noteholder
 
to production of this Deed
and, upon request and
 
payment of the expenses incurred in connection therewith,
 
to the
production of a copy hereof certified by the Agent to be a true and
 
complete copy.
8.
 
This Deed may only be amended in the same way as the other
 
Conditions are capable of
amendment under Schedule 4 of the Agency Agreement and any
 
such amendment of this
Deed will constitute
 
one of the proposals specified in Condition 13 (
Meetings of
Noteholders, Modification and Waiver
) to which special quorum provisions apply.
9.
 
The Deed and any non-contractual obligations arising out of or in connection
 
with it are
governed
 
by, and shall be construed in accordance with, English law.
10.
 
The Courts of England are to have jurisdiction to settle any disputes which
 
may arise out of
or in connection with this Deed and accordingly any legal action or proceedings
 
arising out
of or in connection with this Deed (
Proceedings
) may be brought in such courts.
 
Each of
the Substitute[, / and][ the New Guarantor ][and][ the Guarantor[s]]
 
irrevocably submits to
the jurisdiction of such courts and waives any objection to Proceedings
 
in 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 benefit of each Holder
 
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).
11.
 
No rights are conferred on any person under the Contracts
 
(Rights of Third Parties) Act
1999 to enforce any term of this Deed, but this does not affect any right or
 
remedy of any
person which
 
exists or is available apart from that Act.
12.
 
Each
 
of
 
the
 
Substitute[, /
 
and][
 
the
 
New
 
Guarantor
 
][and][
 
the
 
Guarantor[s]]
 
irrevocably
appoints [
 
]
 
of
 
[
 
]
 
as
 
its
 
agent
 
in
 
England
 
to
 
receive
 
service
 
of
 
process
 
in
respect
 
of
 
any Proceedings in England.
 
If for any reason it does not have such an agent
for service of process, the Substitute[, / or][ the New Guarantor ][or
 
][the [relevant]
Guarantor], as the case may be, will promptly appoint a substitute
 
process agent and notify
the Noteholders of such appointment in accordance with the Conditions. Nothing herein
shall affect the right to serve process in any other manner permitted by law.
IN WITNESS
whereof this Deed has been
 
executed as a deed poll on
 
the date stated at the
beginning.
EXECUTED
as a
DEED
)
by EQUINOR ASA and signed
 
)
and delivered as a deed on its
 
)
behalf by
 
)
an authorised representative of
 
the company
 
)
0010155-0003437 UKO2:
 
2005996996.8
146
EXECUTED
as a
DEED
)
by [
Substitute
] and signed
 
)
and delivered as a deed on its
 
)
behalf by
 
)
an authorised representative of
 
the company
 
)
[
EXECUTED
as a
DEED
)
by EQUINOR ENERGY AS and signed
)
and signed
 
)
and delivered as a deed on its
 
)
behalf by
 
)
an authorised representative of
 
the company
 
)]
0010155-0003437 UKO2:
 
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147
SCHEDULE 7
FORM OF ISSUER – ICSDs
 
AGREEMENT
Agreement to be sent to
 
both:
Euroclear Bank
 
SA/NV
New Issues Department
1 Boulevard du
 
Roi Albert
II B-1210 Brussels,
Belgium
newissues.issuerageement@euroclear.
com Fax: +32 (0) 2 224 1421
and
 
Clearstream Banking
SA New Issues
Department 42
Avenue J.F. Kennedy
L-1855 Luxembourg
issueragreements@clearstream.co
m Fax: +44 (0)207 862 7005
PROGRAMME FORM
AGREEMENT ENTERED INTO THIS
 
10 MAY,
 
OF 2019, AMONG:
Name of issuer:
 
Equinor ASA
Address of issuer:
 
Forusbeen 50, N-4035 Stavanger, Norway
 
(the
Issuer
); and
Euroclear Bank SA/NV of 1 Boulevard du
 
Roi Albert II, B-1210 Brussels, Belgium and
 
Clearstream
Banking
 
SA
 
of
 
42
 
Avenue
 
J.F.
 
Kennedy,
 
L-1855
 
Luxembourg
 
(each
 
a
Relevant
 
Clearing
System
).
Subject: Acceptance of:
Programme Name:
Equinor ASA €20,000,000,000
 
Euro Medium Term Note Programme
Programme Number: 4138
This agreement
 
sets forth
 
the understanding
 
of the
 
parties with
 
respect to
 
securities to
 
be issued,
as
 
applicable, in
 
(i)
 
bearer
 
New Global
 
Note form
 
(
NGN
 
Securities
)
 
or
 
(ii)
 
registered
 
form
 
under
the
 
New
 
Safekeeping
 
Structure
 
(
NSS
 
Securities
)
 
under
 
the
 
above-captioned
 
programme
 
(the
Securities
)
 
that
 
the
 
Issuer
 
may
 
request
 
be
 
made
 
eligible
 
for
 
settlement
 
with
 
Euroclear
 
Bank
SA/NV and Clearstream Banking
 
SA (the
ICSDs
).
In order to allow the ICSDs to accept the Securities as eligible for settlement with the ICSDs and to
properly service the
 
Securities, the Issuer
 
hereby represents and
 
warrants to the
 
ICSDs that
 
in all
matters relating to
 
the Securities it will, and it
 
will require any agent appointed by it to,
 
comply with
the requirements for the Securities set out herein.
1.
 
The ICSDs hereby agree that:
(a)
 
with respect to the issue outstanding amount (
IOA
) of the Securities, each of them will (in
the case
 
of NGN Securities) maintain their respective portion of
 
the IOA through their
records; will (in the case of NSS Securities) reflect through their records
 
their respective
portion of the IOA as maintained by the NSS securities' register; will
 
undertake daily
reconciliations of such amounts with each other; and will
 
ensure on a daily basis that the
aggregate total of their respective records matches the IOA;
(b)
 
each of them will promptly update their records to reflect the discharge
 
of the Issuer's
obligations with respect to the Securities upon the receipt of (i) a
 
redemption payment as
required pursuant to
 
the terms of the Securities; and (ii) a confirmation from the Issuer or
0010155-0003437 UKO2:
 
2005996996.8
148
its agent of a mark
-up (that is,
0010155-0003437 UKO2:
 
2005996996.8
149
increase) or
 
mark-down (that
 
is,
 
decrease) of
 
the IOA
 
of the
 
Securities; in
 
doing so,
 
each
ICSD will consult with the
 
other to ensure that the aggregate
 
of the amounts so updated by
them is equal to the total mark-up or mark-down notified to them;
(c)
 
each of them will, or will require any agent appointed by it
 
to, provide the necessary
information to the Issuer's agents to enable the Issuer's agents
 
to comply with 2(c) below;
and
(d)
 
each of them confirms that, upon the Issuer’s request,
 
it will produce for the Issuer’s use a
statement showing the sum of the total nominal amount of its customer
 
holdings for the
Securities as of a specified date.
2.
 
The Issuer must procure
 
that, in relation to any
 
Securities:
(a)
 
it or its agents will inform the ICSDs (through the
 
common service provider appointed by
the ICSDs to service the Securities (the
CSP
)) of the initial IOA for such Securities
 
on or
prior to the applicable closing date;
(b)
 
if any event occurs that requires a mark-up or mark-down of the records
 
that an ICSD holds
for its customers to reflect such customers’ interest in such Securities,
 
one of its agents will
promptly provide details of the amount of such mark-up or mark-down,
 
together with a
description of the
 
event that requires it, to the ICSDs (through the CSP) to
 
ensure that the
IOA of such NGN Securities in the records of the ICSDs, or the records
 
of the ICSDs
reflecting the IOA of such NSS Securities, remain(s) at all times
 
accurate;
(c)
 
it or its agents will at least monthly perform a reconciliation process with
 
the ICSDs (through
the CSP) with respect to the IOA for such Securities and will promptly
 
inform the ICSDs
(through the CSP) of any discrepancies;
(d)
 
it or its agents will promptly assist the ICSDs (through the CSP) in
 
resolving any
discrepancy identified in the IOA of such NGN Securities or in the
 
records reflecting the IOA
of such NSS Securities;
(e)
 
it or its agents will promptly provide to the ICSDs (through the CSP)
 
details of all amounts
paid under the Securities (or, where the Securities provide for delivery of assets other than
cash, of the assets so delivered);
(f)
 
it or its agents will promptly provide to the ICSDs (through the CSP)
 
any changes to the
Securities that will affect the amount of, or date for, any payment due under such
Securities;
(g)
 
it or its agents will promptly provide to the ICSDs
 
(through the CSP) copies of all
information that is given to the holders of the Securities;
(h)
 
its agents will promptly pass on to it all communications they
 
receive from the ICSDs
directly or through the CSP relating to the Securities; and
(i)
 
its agents will promptly notify the ICSDs (through the CSP) of any failure
 
by the Issuer to
make any payment or delivery due under the Securities when due.
The
 
Issuer’s
 
obligations
 
under
 
this
 
Agreement
 
will
 
be
 
discharged
 
if
 
it
 
includes
 
provisions
substantially to
 
the effect
 
set out
 
in the
 
paragraph above
 
in any
 
agreement it
 
has with
 
its agents.
The
 
Issuer
 
agrees
 
that
 
the
 
ICSDs
 
may
 
rely
 
on
 
communication
 
from
 
its
 
agents
 
as
 
if
 
such
communication was received directly from the Issuer.
3.
 
This Agreement is not intended to create and does not create any
 
relationship of agency
0010155-0003437 UKO2:
 
2005996996.8
150
between the parties to it.
exhibit25p152i3 exhibit25p152i1
 
exhibit25p152i2 exhibit25p152i0
0010155-0003437 UKO2:
 
2005996996.8
151
4.
 
This Agreement is governed by
 
the law of the
 
jurisdiction marked on Schedule
 
1.
Signed on behalf of:
Equinor ASA
By:
 
(
Signature of Authorised
 
Officer of Issuer or agent
 
with Authorisation of Issuer
)
Name of Signatory:
On behalf of Euroclear Bank
 
SA/NV
 
On behalf of Clearstream
 
Banking, société
anonyme
Stéphane
 
Bernard, Managing
 
Director,
 
Head
 
of
Asset
 
Servicing
 
&
 
Transaction
 
Operations
 
&
Client Services
Berthold Kracke
Member of Executive Board
 
Laurence
 
Van
 
Der
 
Haegen,
 
Head
 
of
Department New Issues
Marc Kieffer, Executive Vice President,
Issuance & Distribution Services
exhibit25p153i0
0010155-0003437 UKO2:
 
2005996996.8
152
Schedule 1
Please tick one jurisdiction
 
only.
Austria
 
Latvia
Belgium
 
Liechtenstein
Canada
 
Lithuania
Cyprus
 
Luxembourg
Czech Republic
 
Malta
Denmark
 
Netherlands
England & Wales
Norway
Estonia
 
Poland
Finland
 
Portugal
France
 
Scotland
Germany
 
Slovakia
Greece
 
Slovenia
Hungary
 
Spain
Iceland
 
Switzerland
Ireland
 
Sweden
Italy
 
U.S.A. - New York
Japan
 
- Other State
(
Name of Other State
)
0010155-0003437 UKO2:
 
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153
SCHEDULE 8
ADDITIONAL DUTIES
 
OF THE AGENT
In relation to each Series
 
of Notes that are NGNs,
 
the Agent will comply with the
 
following provisions:
1.
 
The Agent will inform each of Euroclear and Clearstream, Luxembourg
 
(the
ICSDs
),
through the common service provider appointed by the ICSDs
 
to service the Notes (the
CSP
), of the initial issue outstanding amount (
IOA
) for each Tranche on or prior to the
relevant Issue Date.
2.
 
If any event occurs that requires a mark up or mark down of the records
 
which an ICSD
holds for its customers to reflect such customers' interest in the
 
Notes, the Agent will (to the
extent known to it) promptly provide details
 
of the amount of such mark up or
 
mark down,
together with a description of the event
 
that requires it, to the ICSDs (through the
CSP)
to
ensure that the IOA of the Notes
 
remains at all times accurate.
3.
 
The Agent will at least once every month reconcile its record of
 
the IOA of the Notes with
information received from the ICSDs (through the CSP) with
 
respect to the IOA maintained
by the ICSDs for the Notes and will promptly inform the ICSDs (through
 
the CSP) of any
discrepancies.
4.
 
The Agent will promptly assist the ICSDs (through the CSP) in resolving
 
any discrepancy
identified in the IOA of the Notes.
5.
 
The Agent will promptly provide to the ICSDs (through the CSP) details
 
of all amounts paid
by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of
the assets so delivered).
6.
 
The Agent will (to the extent known to it) promptly provide to the ICSDs
 
(through the CSP)
notice
 
of any changes to the Notes that will affect the amount of, or date
 
for, any payment
due under the Notes.
7.
 
The Agent will (to the extent known to it) promptly provide to the ICSDs
 
(through the CSP)
copies of all information that is given to the holders of the Notes.
8.
 
The Agent will promptly pass on to the Issuer all communications it
 
receives from the
ICSDs
 
directly or through the CSP relating to the Notes.
9.
 
The Agent will (to the extent known to it) promptly notify the ICSDs (through
 
the CSP) of
any failure by the Issuer to make any payment or delivery due under
 
the Notes when due.
exhibit25p155i0
exhibit25p156i0 exhibit25p156i3 exhibit25p156i4 exhibit25p156i0 exhibit25p156i3 exhibit25p156i5
0010155-0003437 UKO2:
 
2005996996.8
124
The Agent
THE BANK OF NEW
 
YORK MELLON, LONDON
 
BRANCH
160 Queen
 
Victoria
Street London EC4V
4LA United Kingdom
Email:
 
corpsov4@bnymellon.co
m Copy to Fax:
 
+44 207 964 2536
Attention:
 
Corporate Trust Administration
 
EQUINOR ASA
By:
The other Paying Agent
THE BANK OF NEW
 
YORK MELLON SA/NV, LUXEMBOURG BRANCH
Vertigo Building
Polaris 2-4 rue
 
Eugene
Ruppert L-2453
Luxembourg
Telephone:
Luc Biever: +352 24 52 5320
Sebastien Loiseau: +352 24 52
 
4436
Rima Hachoud: +352
 
24 52
5673 Email:
 
LUXMB_SPS@bnymellon.co
m
Fax:
 
+352 24 52 42 04
Attention:
 
Corporate Trust Administration
 
EQUINOR ASA
All communications c/o
 
the Agent
By:
0010155-0003437 UKO2:
 
2005996996.8
125
APPENDIX 1
FORM OF CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT
[
 
]
EQUINOR ASA
as
Issuer
and
[EQUINOR ENERGY
 
AS
as Guarantor]
€20,000,000,000
EURO MEDIUM TERM
 
NOTE PROGRAMME
126
CONTENTS
Clause
 
Page
1.
 
Appointment of the Calculation
 
Agent
 
................................
 
................................
 
...............
 
127
2.
 
Duties of Calculation Agent
 
................................
 
................................
 
...............................
 
127
3.
 
Expenses................................
 
................................
 
................................
 
..........................
 
128
4.
 
Indemnity
 
................................
 
................................
 
................................
 
..........................
 
128
5.
 
Conditions of Appointment
 
................................
 
................................
 
................................
 
128
6.
 
Termination of Appointment
 
................................
 
................................
 
..............................
 
129
7.
 
Notices
 
................................
 
................................
 
................................
 
.............................
 
130
8.
 
General
 
................................
 
................................
 
................................
 
............................
 
131
9.
 
Contract (Rights of
 
Third Parties) Act 1999
 
................................
 
................................
 
.......
 
131
10.
 
Governing Law and Submission
 
to Jurisdiction
 
................................
 
................................
 
.
 
131
Signatories
 
................................
 
................................
 
................................
 
................................
 
...
 
133
0010155-0003437 UKO2:
 
2005996996.8
127
CALCULATION AGENCY AGREEMENT
in respect of the
EQUINOR ASA
 
€20,000,000,000
EURO MEDIUM TERM
 
NOTE PROGRAMME
THIS AGREEMENT
is made on [
 
]
BETWEEN
:
(1)
EQUINOR ASA
of Forusbeen 50, N-4035 Stavanger, Norway
 
(the
Issuer
);
(2)
 
[
EQUINOR ENERGY AS
of Forusbeen 50, N-4035
 
Stavanger, Norway (the
Guarantor
)]; and
(3)
 
[
 
]
 
of
 
[
 
]
 
(the
Calculation
 
Agent
,
 
which
 
expression
 
shall
 
include
 
its
 
successor
or successors for the time being as calculation agent hereunder).
WHEREAS
:
(A)
 
The Issuer has entered into an amended and restated Programme
 
Agreement with the
Dealers named therein dated 11 May 2023 under which the
 
Issuer may issue Euro Medium
Term
 
Notes (
Notes
) with an aggregate nominal amount of up to €20,000,000,000
 
(or its
equivalent in other currencies).
(B)
 
The Notes will be issued subject to and with the benefit of an amended
 
and restated
Agency Agreement (the
Agency Agreement
) dated 11 May 2023 and entered into
between the Issuer, The Bank of New York Mellon, London Branch as Agent (the
Agent
which expression shall include its successor or successors
 
for the time being under the
Agency Agreement) and the other parties
 
named therein.
NOW IT IS HEREBY
 
AGREED
that:
1.
 
APPOINTMENT OF
 
THE CALCULATION AGENT
The Issuer hereby appoints [
 
]
 
as
 
Calculation
 
Agent
 
in
 
respect
 
of
 
each
 
Series
 
of
Notes
 
described in
 
the Schedule
 
hereto (the
Relevant Notes
)
 
for the
 
purposes set
 
out in
clause
 
2
 
below,
 
all
 
upon the
 
provisions hereinafter
 
set
 
out.
 
The
 
agreement
 
of
 
the
 
parties
hereto that this Agreement
 
is to apply to
 
each Series of Relevant
 
Notes shall be evidenced
by the manuscript annotation and
 
signature in counterpart of the Schedule hereto.
2.
 
DUTIES OF CALCULATION AGENT
The
 
Calculation
 
Agent
 
shall
 
in
 
relation
 
to
 
each
 
Series
 
of
 
Relevant
 
Notes
 
perform
 
all
 
the
functions
 
and duties
 
imposed on
 
the Calculation
 
Agent by
 
the terms
 
and conditions
 
of the
Relevant Notes
 
(the
Conditions
) including
 
endorsing the
 
Schedule hereto
 
appropriately in
relation to
 
each Series
 
of Relevant
 
Notes.
 
In addition,
 
the Calculation
 
Agent agrees
 
that it
will
 
provide
 
a
 
copy
 
of
 
all
 
calculations
 
made
 
by
 
it
 
which
 
affect
 
the
 
nominal
 
amount
outstanding of
 
any Relevant Notes
 
which are
 
identified on the
 
Schedule as being
 
NGNs to
The
 
Bank
 
of
 
New
 
York
 
Mellon,
 
London
 
Branch
 
to
 
the
 
contact
 
details
 
set
 
out
 
on
 
the
signature page hereof.
Notwithstanding any
 
other provision
 
of this
 
Agreement, the
 
Calculation Agent
 
shall not
 
be
obliged
 
to perform
 
any functions
 
and duties
 
imposed on
 
it by
 
the Conditions
 
as a
 
result of
any
 
Benchmark
 
Amendments
 
and/or
 
Benchmark
 
Replacement
 
Conforming
 
Changes
 
(as
0010155-0003437 UKO2:
 
2005996996.8
128
applicable) enacted without
0010155-0003437 UKO2:
 
2005996996.8
129
the
 
consent
 
of
 
the
 
Calculation
 
Agent
 
if,
 
in
 
the
 
Calculation
 
Agent’s
 
opinion,
 
acting
reasonably
 
and
 
in
 
good
 
faith,
 
such
 
Benchmark
 
Amendments
 
and/or
 
Benchmark
Replacement Conforming
 
Changes (as
 
applicable) impose
 
more onerous
 
obligations upon
it
 
or
 
expose
 
it
 
to
 
additional
 
duties,
 
responsibilities
 
or
 
liability,
 
or
 
reduce
 
or
 
amend
 
the
protective provisions afforded to the Calculation Agent in the Conditions or
 
this Agreement.
3.
 
EXPENSES
[
To
be agreed at the time
 
of appointment
.]
4.
 
INDEMNITY
4.1
 
The Issuer shall indemnify (and failing the Issuer so indemnifying,
 
the Guarantor agrees so
to indemnify) the Calculation Agent against any loss, liability, cost, claim, action, demand or
expense (including, but not limited to, all reasonable costs, legal
 
fees, charges and
expenses paid or incurred in disputing or defending
 
any of the foregoing) which it
 
may incur
or which may be made against the
 
Calculation Agent as a result of or in connection with its
appointment or the exercise of its powers and duties hereunder except
 
such as may (i)
result from its own default, negligence or bad faith or that
 
of its officers, directors or
employees or the breach by
 
it of the terms of this Agreement or
 
(ii) be governed by any
other provision of this Agreement.
4.2
 
The Calculation Agent shall indemnify the Issuer and the Guarantor
 
against any loss,
liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable
costs, legal fees, charges and expenses paid or incurred in disputing or defending
 
any of
the foregoing) which the Issuer may incur or which may be made
 
against the Issuer as a
result of the breach by the
 
Calculation Agent of the terms of this Agreement or its default,
negligence or bad faith or that of its officers, directors or employees.
5.
 
CONDITIONS OF APPOINTMENT
5.1
 
In acting hereunder and in
 
connection with the Relevant Notes, the
 
Calculation Agent shall
act solely as agent of the Issuer [and the Guarantor] and will not
 
thereby assume any
obligations towards or relationship of agency or trust for or with
 
any of the owners or
holders of the Relevant Notes or the coupons (if any) appertaining
 
thereto (the
Coupons
).
5.2
 
In relation to each issue of Relevant Notes, the Calculation Agent hereby
 
undertakes to the
Issuer to perform such obligations and duties, and shall be obliged
 
to perform such duties
and only such
 
duties as are herein and in the Conditions specifically set
 
forth and no
implied duties or obligations shall be read into this Agreement
 
or the Relevant Notes
against the Calculation Agent, other than the duty to act honestly
 
and in good faith and to
exercise the diligence of a reasonably prudent agent in comparable
 
circumstances.
5.3
 
The Calculation Agent may consult with legal and other professional advisers
 
and the
opinion of such advisers shall be full and complete
 
protection in respect of any action
 
taken,
omitted or suffered hereunder in good faith and in accordance with
 
the opinion of such
advisers.
5.4
 
The Calculation Agent shall be protected and shall incur no liability
 
for or in respect of any
action taken, omitted or suffered in reliance upon any instruction, request
 
or order from the
Issuer [or the Guarantor] or any notice, resolution, direction, consent,
 
certificate, affidavit,
statement, cable, telex or other paper or document which it reasonably
 
believes to be
genuine and to have been delivered, signed or sent by the proper party
 
or parties or upon
written instructions from the Issuer [or the Guarantor].
0010155-0003437 UKO2:
 
2005996996.8
130
5.5
 
The Calculation Agent and any of its officers, directors and employees
 
may become the
owner of, or acquire any interest in, any Notes or
 
Coupons (if any) with the same rights that
it or they would have if the Calculation Agent were
 
not appointed hereunder, and may
engage or be interested in any financial or other transaction with
 
the Issuer [or the
Guarantor] and may act on, or as depositary, trustee or agent for, any committee or body of
holders of Notes or Coupons (if any) or in connection with any other
 
obligations of the
Issuer [or the Guarantor] as freely as if the Calculation Agent were
 
not appointed
hereunder.
6.
 
TERMINATION OF APPOINTMENT
6.1
 
The Issuer [or the Guarantor]
 
may terminate the appointment
 
of the Calculation Agent at
any time by giving to the Calculation
 
Agent at least 45 days' prior written notice to that
effect, provided that, so long as any of the Relevant Notes is outstanding:
(a)
 
such notice shall not expire less than 45 days before any date upon which
 
any
payment is
 
due in respect of any Relevant Notes; and
(b)
 
notice shall be given in accordance with the Conditions, to the
 
holders of the
Relevant Notes at least 30 days prior to any removal of
 
the Calculation Agent.
6.2
 
Notwithstanding the provisions
 
of subclause 6.1 above, if
 
at any time:
(a)
 
the Calculation Agent becomes incapable of acting, or is adjudged
 
bankrupt or
insolvent, or files a voluntary petition in bankruptcy or makes an assignment
 
for the
benefit of its
 
creditors or consents to the appointment of an administrator, liquidator
or administrative or other receiver of all or any substantial
 
part of its property, or
admits in writing its inability
 
to pay or meet its debts as they may mature or
suspends payment thereof, or if any order of any
 
court is entered approving any
petition filed by or against it under the provisions of any applicable
 
bankruptcy or
insolvency law or if a receiver of it or of all or a substantial part of its
 
property is
appointed or if any officer takes charge or control of the Calculation Agent
 
or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation; or
(b)
 
the Calculation Agent fails duly to perform any function or duty imposed
 
upon it by
the Conditions and this Agreement,
the
 
Issuer
 
[and
 
the
 
Guarantor]
 
may
 
forthwith
 
without
 
notice
 
terminate
 
the
 
appointment
 
of
the
 
Calculation
 
Agent,
 
in
 
which
 
event
 
notice
 
thereof
 
shall
 
be
 
given
 
to
 
the
 
holders
 
of
 
the
Relevant Notes, in accordance with the Conditions as soon as practicable
 
thereafter.
6.3
 
The termination of the appointment pursuant to subclause 6.1
 
or 6.2 above of the
Calculation Agent hereunder shall not entitle the Calculation
 
Agent to any amount by way of
compensation but shall be without prejudice to any amount then
 
accrued due.
6.4
 
The Calculation Agent may resign its appointment
 
hereunder at any time by giving to the
Issuer [and the Guarantor] at least 90 days' prior
 
written notice to that effect.
 
Following
receipt of a notice of resignation from the Calculation Agent, the
 
Issuer shall promptly give
notice thereof to the holders
 
of the Relevant Notes, in accordance with the Conditions.
6.5
 
Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4 above,
 
so long as any of the
Relevant Notes is outstanding, the termination of the appointment of
 
the Calculation Agent
(whether by the Issuer [and the Guarantor] or by the resignation
 
of the Calculation Agent)
shall not be effective unless upon the expiry of the relevant notice a successor
 
Calculation
Agent has been appointed.
 
The Issuer [and the Guarantor] agrees with the Calculation
Agent that if, by the day falling 10 days
 
before the
 
expiry of
 
any notice
 
under subclause
0010155-0003437 UKO2:
 
2005996996.8
131
6.1
 
or
 
6.4, the
 
Issuer
 
[and
 
the Guarantor]
 
has
 
not
0010155-0003437 UKO2:
 
2005996996.8
132
appointed
 
a
 
replacement
 
Calculation
 
Agent,
 
the
 
Calculation
 
Agent
 
shall
 
be
 
entitled,
 
on
behalf
 
of
 
the
 
Issuer
 
to
 
appoint
 
as
 
a
 
successor
 
Calculation
 
Agent
 
in
 
its
 
place
 
a
 
reputable
financial
 
institution
 
of
 
good
 
standing
 
which
 
the
 
Issuer
 
[and
 
the
 
Guarantor]
 
shall
 
approve
(such approval not to be unreasonably withheld or delayed).
6.6
 
Upon its appointment becoming effective, a successor Calculation Agent
 
shall without
further act, deed or conveyance, become vested with all the authority, rights, powers,
trusts, immunities, duties and obligations of such predecessor with
 
like effect as if originally
named as the Calculation Agent hereunder.
6.7
 
If the appointment of the Calculation Agent hereunder is terminated
 
(whether by the Issuer
[and the Guarantor] or by the resignation of the Calculation
 
Agent), the Calculation Agent
shall, on the date on which such termination
 
becomes effective, deliver to the successor
Calculation Agent any records concerning the Relevant
 
Notes maintained by it (except such
documents and records as it is obliged by law or regulation to retain
 
or not to release), but
shall have no other duties or responsibilities hereunder.
6.8
 
Any corporation into which the Calculation Agent may be
 
merged or converted, or any
corporation with which the Calculation Agent may be consolidated,
 
or any corporation
resulting from any merger, conversion or consolidation to which the Calculation Agent shall
be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer
all or substantially all of its assets shall, on the date when such
 
merger, consolidation or
transfer becomes effective and to the extent permitted by any applicable
 
laws, become the
successor Calculation Agent under this Agreement without
 
the execution or filing of any
paper or any further act on the part of any of the parties hereto,
 
unless otherwise required
by the Issuer and after the said effective date all references in this Agreement
 
to the
Calculation Agent shall be deemed to be references to such corporation.
 
Written notice of
any such merger, conversion, consolidation or transfer shall forthwith be given to the Issuer
and the Agent.
6.9
 
Upon giving notice of the intended termination of the appointment
 
of the Calculation Agent,
the Issuer shall use all reasonable endeavours to appoint a
 
further financial institution of
good standing
 
as successor Calculation Agent.
7.
 
NOTICES
Any notice or communication
 
given hereunder shall be
 
sufficiently given or served:
(a)
 
if delivered in person to the relevant address specified on
 
the signature pages
hereof or such other address as may be notified by the recipient
 
in accordance with
this clause and, if so delivered, shall be deemed to have been delivered
 
at time of
receipt; or
(b)
 
if by email, when sent, subject to no delivery failure notification being
 
received by
the
 
sender within 24 hours of the time of sending, to the relevant email
 
address
specified on the signature pages hereof or such other email address as
 
may be
notified by the recipient in accordance with this clause; or
(c)
 
if sent by facsimile to the relevant number specified on the signature
 
pages hereof
or such other address as may be notified by the recipient in accordance
 
with this
clause and, if so sent, shall be deemed to have been delivered immediately
 
after
transmission provided such transmission is confirmed when an acknowledgement
 
of
receipt is received.
Where a communication is received
 
after business hours it shall
 
be deemed to be
 
received
and become effective on the
 
next business day.
 
Every communication shall be irrevocable
0010155-0003437 UKO2:
 
2005996996.8
133
save in respect of any manifest error therein.
0010155-0003437 UKO2:
 
2005996996.8
134
8.
 
GENERAL
8.1
 
The descriptive headings in this Agreement are for convenience of
 
reference only and shall
not define or limit the provisions hereof.
8.2
 
This Agreement may be executed by any one or more of the parties hereto
 
in any number
of counterparts, each of which
 
shall be deemed to be an
 
original, but all such counterparts
shall together constitute one and the same instrument.
8.3
 
If any provision in or obligation
 
under this Agreement is or becomes
 
invalid, illegal or
unenforceable in any respect under the law of any jurisdiction,
 
that will not affect or impair
(i) the validity, legality or enforceability under the law of that jurisdiction of any other
provision in or obligation under this Agreement, and (ii) the
 
validity, legality or enforceability
under the law of any other jurisdiction of that or any other provision in or
 
obligation under
this Agreement
[
Consider whether contractual recognition language (pursuant
 
to Article 55 of the EU Bank
Recovery and
 
Resolution Directive) is required to be included.
]
9.
 
CONTRACT (RIGHTS OF
 
THIRD PARTIES) ACT 1999
A person
 
who is
 
not a
 
party to
 
this Agreement
 
has no
 
right under
 
the Contracts
 
(Rights of
Third Parties)
 
Act 1999
 
to enforce
 
any term
 
of this
 
Agreement but
 
this does
 
not affect
 
any
right or remedy of a third party which exists or is available
 
apart from that Act.
10.
 
GOVERNING LAW AND SUBMISSION
 
TO JURISDICTION
10.1
 
This Agreement and any non-contractual obligations arising out of or
 
in connection with it
are governed by, and shall be construed in accordance with, English law.
10.2
 
The courts of England are to have jurisdiction to settle any disputes
 
which may arise out of
or in connection with this Agreement (including a dispute relating to
 
any non-contractual
obligations arising out of or in connection with this Agreement) and
 
accordingly any legal
action or proceedings arising out of or in connection with this Agreement
 
(
Proceedings
)
(including any Proceedings relating to any non-contractual obligations
 
arising out of or in
connection with this Agreement) may be brought in such courts.
 
The Issuer [and the
Guarantor each] 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 benefit of the Calculation Agent and shall not
 
limit its right 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).
10.3
 
The Issuer [and the Guarantor each] irrevocably appoints Equinor UK
 
Limited (whose
offices are at the date of this Agreement at One Kingdom Street, Paddington
 
Central,
London W2 6BD) as its agent for service of process in
 
respect of any Proceedings in
England.
 
If for any reason such agent shall cease to be such agent
 
for service of process,
the Issuer shall forthwith, on request of the Calculation Agent, appoint
 
a new agent for
service of process in England and deliver to the Calculation
 
Agent a
 
copy of the
 
new
agent's
 
acceptance
 
of that appointment
 
within 30
 
days. Nothing in this Agreement shall
affect the right to serve process in any other manner permitted by law.
IN WITNESS
whereof this Agreement has
 
been entered into the day
 
and year first above
 
written.
0010155-0003437 UKO2:
 
2005996996.8
135
SCHEDULE TO THE
 
CALCULATION AGENCY AGREEMENT
Series number
 
Issue Date
 
Maturity Date
Title
and
Nomina
l
Amount
NGN
[Yes/No
]
Annotation
by
Calculation
Agent/Issuer
0010155-0003437 UKO2:
 
2005996996.8
136
SIGNATORIES
EQUINOR ASA
Forusbeen 50
N-4035 Stavanger
Norway
Telefax
 
No:
 
+ 47 51 99 90 17
Attention:
 
Compliance Officer, Group
Finance By:
[
EQUINOR ENERGY
 
AS
Forusbeen 50
N-4035 Stavanger
Norway
Telefax
 
No:
 
+ 47 51 99 90 17
Attention:
 
Compliance Officer, Group
Finance By:
 
]
[Name of Calculation Agent]
[Address of
 
Calculation
Agent] Telefax
 
No:
 
[
 
]
Attention:
 
[
 
]
By:
 
.............................................................................
Contact Details
THE BANK OF NEW
 
YORK MELLON, LONDON
 
BRANCH
160 Queen
 
Victoria
Street London EC4V
4LA United Kingdom
Email:
 
corpsov4@bnymellon.c
om Copy to Fax:
 
+44 207 964 2536
Attention:
 
Corporate Trust Administration
 
EQUINOR ASA
 
 
 
 
 
 
 
 
 
 
 
 
Significant subsidiaries
The following table shows significant subsidiaries and significant equity accounted companies within the
 
Equinor group as of
 
31 December 2023.
Significant subsidiaries and significant equity accounted companies
Name
in %
Country of
incorporation
Name
in %
Country of
incorporation
BeGreen ApS
100
Denmark
Equinor International Netherlands BV
100
Netherlands
Danske Commodities A/S
100
Denmark
Equinor Natural Gas LLC
100
USA
Equinor Angola Block 17 AS
100
Norway
Equinor New Energy AS
100
Norway
Equinor Apsheron AS
100
Norway
Equinor Nigeria Energy Company Ltd.
100
Nigeria
Equinor Argentina SAU
100
Argentina
Equinor Refining Norway AS
100
Norway
Equinor Brasil Energia Ltda.
100
Brazil
Equinor Renewables B.V.
100
Netherlands
Equinor Canada Ltd. (Group)
100
Canada
Equinor UK Ltd. (Group)
100
United Kingdom
Equinor Dezassete AS
100
Norway
Equinor US Holding Inc. (Group)
100
USA
Equinor Energy AS
100
Norway
Equinor Ventures AS
100
Norway
Equinor Energy do Brasil Ltda.
100
Brazil
Equinor Wind Power AS
100
Norway
Equinor Energy International AS
100
Norway
Equinor Wind US LLC
100
USA
Equinor Holding Netherlands BV
100
Netherlands
Horus Investimentos SA
100
Brazil
Equinor In Salah AS
100
Norway
Triton Power Holdings Ltd.
1
50
United Kingdom
Equinor Insurance AS
100
Norway
1) Equity accounted entities.
For investments, voting rights correspond to ownership.
Code of
Conduct
Dear Colleague,
Our vision for Equinor
 
is to be recognised
 
as a company that
 
is shaping the future
 
of energy. Our
innovative, open
 
and collaborative
 
culture is central
 
to realising this
 
vision. In Equinor, how we
 
deliver is as
important as what
 
we deliver. I strongly believe
 
that an ethical
 
business culture
 
is the cornerstone
 
of a
sustainable company.
 
This Code of Conduct
 
is your guide to
 
ethical business
 
practice. It reflects
 
our values and our
 
belief that
conducting business
 
in an ethical
 
and transparent
 
manner is not just
 
the
right
way to work, but
 
is the
only
way to work. The
 
Code of Conduct
 
includes mandatory
 
requirements for
 
everyone who works
 
on behalf of
Equinor. My expectation is
 
that the Code of
 
Conduct, together
 
with your good judgment,
 
will lead you to
the right decisions.
 
You should seek guidance from
 
your leader or other
 
internal resources
 
referred to in
the Code of Conduct
 
if you are uncertain
 
on how to proceed.
Fundamental changes
 
are happening in
 
our industry which has
 
a key role in
 
the energy transition
 
towards
a net zero society. From geopolitics
 
and energy markets
 
to our industry
 
and our climate,
 
we face new
realities. But our
 
commitment to high
 
ethical standards
 
in our business
 
operations stays
 
firm. It is more
important than ever
 
to earn the trust
 
of our stakeholders
 
– our people, our
 
owners, our business
 
partners
and our communities.
 
The Code of Conduct
 
will assist us in
 
earning and sustaining
 
this trust and in
building a prosperous
 
company for the
 
future. 
 
We must work together
 
to create our future
 
Equinor. I want Equinor
 
to continue to be
 
a leader in ethical
business conduct.
 
I expect that you
 
carefully consider
 
your business decisions
 
to ensure that
 
they are in
line with the Code
 
of Conduct. Only
 
then will we maintain
 
Equinor’s reputation
 
and continue
 
to earn the
trust that allows
 
the company to
 
succeed with our
 
vision – the Equinor
 
Way.
 
Anders Opedal
President and CEO
Table
 
of contents
1
 
The Equinor Way
 
5
1.1
 
Equinor’s Commitment
 
5
1.2
 
Our Code of Conduct
 
5
1.3
 
Your Responsibilities
 
6
1.4
 
Responsibilities for Leaders
 
6
1.5
 
Asking Questions and Reporting Concerns 7
1.6
 
Ethics Helpline
 
7
 
1.7
 
Non-Retaliation Policy
 
7
1.8
 
Consequences of Breaches
 
8
1.9
 
Ethics and Compliance in Equinor
 
8
2
 
Respecting our People
 
10
2.1
 
Equality, Diversity and Inclusion
 
10
2.2
 
Bullying and Harassment
 
11
2.3
 
Safety and Security
 
12
2.4
 
Privacy and Data Protection
 
13
2.5
 
Drugs and Alcohol
 
14
2.6
 
Purchase of Sexual Services
 
15
 
3
 
Conducting our Operations
 
17
3.1
 
Anti-Corruption
 
17
3.2
 
Conflict of Interest
 
18
3.3
 
Directorships, Secondary Employment and Ownership Interests
 
19
3.4
 
International Trade Restrictions
 
20
3.5
 
Anti-Money Laundering and
 
 
Facilitation of Tax
 
Evasion
 
21
3.6
 
Financial and Business Records
 
 
and Reporting
 
22
3.7
 
Property and Assets
 
23
3.8
 
IT Solutions and IT Equipment
 
24
3.9
 
Information Management
 
 
and Confidentiality
 
25
3.10
 
Inside Information
 
26
4
 
Relating to our Business Partners
 
28
4.1
 
Suppliers and Business Partners
 
28
4.2
 
Intermediaries
 
29
4.3
 
Fair Competition
 
30
4.4
 
Gifts, Hospitality and Expenses
 
31
5
 
Communities and Environment
 
33
5.1
 
Local Stakeholder Engagement
 
33
 
5.2
 
Environment
 
34
5.3
 
Public Communication
 
35
5.4
 
Public Affairs
 
36
5.5
 
Public Officials
 
37
 
The Code of Conduct will be printed in updated versions when deemed necessary. However, any changes
 
will be updated in the
electronic version as and when required, and this will always represent the most recent edition. English and Norwegian are the
official versions.
1
 
The Equinor way
1.1
 
Equinor’s Commitment
Our ability to create value is dependent on applying high ethical
 
standards to create a trust-based relationship with
our people, our owners, our business partners and our
 
communities.
 
In our business activities, we will comply with applicable laws,
 
act in an ethical, sustainable and socially responsible
manner and practice good corporate governance. We
 
will conduct our business consistently with the United Nations
Guiding Principles on Business and Human Rights and the ten
 
Principles of the Global Compact, in the manner as
set out in our Human Rights Policy.
 
We support the Paris Climate Agreement and
 
the UN Sustainable Development
Goals. We will maintain an open dialogue on ethical
 
issues, internally and externally.
 
1.2
 
Our Code of Conduct
The Code of Conduct (the Code) sets out our expectations,
 
commitments and requirements for ethical conduct.
 
The
Code applies to Equinor’s board members, employees and hired personnel.  
 
The Code reflects our values: Open, Collaborative, Courageous,
 
and Caring. The Code includes our most important
requirements, provides references to more detailed requirements
 
in our governing documents and refers to other
helpful resources. However,
 
the Code does not remove the need for you to exercise
 
good judgment.
 
The Code has been approved by the Equinor’s Board of Directors
 
and provided for in
The Equinor Book.
1.3
 
Your
 
Responsibilities
We set high ethical standards for everyone who acts
 
on Equinor’s behalf and in an Equinor capacity.
 
It is your
responsibility to comply with the Code, both in letter and
 
in spirit. You
 
are also responsible for complying with other
governing documents and applicable laws relevant to
 
your work.
 
What this means for you
 
Familiarise yourself with the Code as well as other governing
 
documents and applicable laws relevant to your work.
 
●
 
Act comfortably within our ethical standards and within the law.
 
Operating in a grey zone increases the risk
of things going wrong. When in doubt, disclose the issue to
 
your leader and discuss it openly.
●
 
Spend sufficient time on difficult decisions
 
and raise issues early.
 
The wrong decisions are often taken
when things have not been thought through properly and you
 
are pressured into taking a rash decision.
 
●
 
If there is a difference between a legal requirement
 
and the Code, apply the most stringent standard.
●
 
Participate in required ethics and compliance training
 
and confirm annually that you have familiarised
yourself and will comply with the Code.
 
1.4
 
Responsibilities for Leaders
We are committed to recruiting and continuously
 
developing the best leaders for our company.
 
We expect our
leaders to demonstrate ownership and commitment to our ethical
 
standards by what they say and do. As a leader
you must ensure that activities within your area of responsibility
 
are carried out in accordance with the Code, other
governing documents and applicable laws.
What this means for you
 
●
 
Be a role model for ethical leadership through promotion
 
of our values and ethical standards. Show by
behaviour what it means to act with integrity.
●
 
Communicate the requirements in the Code, give advice
 
on its interpretation and application, and follow up
concerns raised.
 
●
 
Facilitate a working environment free from harassment, bullying
 
and discrimination.
●
 
Create an environment where people feel comfortable speaking
 
up and asking questions without the risk of
retaliation.
 
●
 
Be consistent when enforcing our standards and holding people
 
accountable for their behaviour at work.
 
●
 
Make sure your team members participate in required
 
ethics and compliance training.
1.5
 
Asking Questions and Reporting
Concerns
 
The Code aims at being as clear and direct as possible,
 
but it cannot address every situation that may arise. We
have an open communications policy,
 
and you should raise questions or seek advice when you
 
are uncertain about
how to proceed in any given situation.
 
If you suspect a possible violation of the Code or other
 
unethical conduct, it is your duty to report it immediately.
This includes any attempts of corruption you may become aware
 
of. We recognise that raising a concern
 
is not
always easy and we have several channels for taking concerns
 
forward.
 
What this means for you
 
●
 
Inform your leader immediately if you become aware of any activity
 
that you think is a violation of the Code.
Alternatively, you can
 
contact your leader’s superior.
 
●
 
If you do not feel comfortable with those options, you can
 
contact your local people and organisation
representative, your local compliance officer or
 
the legal, ethics and compliance function.
 
●
 
If you are uncomfortable using any of these channels, you
 
can report your concern to the Ethics Helpline.
 
●
 
You may use
 
the same channels to ask any questions regarding compliance
 
with the Code.
1.6
 
The Ethics Helpline
 
The Ethics Helpline is a multi-language service available 24/7 providing phone service and a web portal. It is available to anyone
who has a legitimate concern. You may choose to remain anonymous, if permitted by law.
Additional
 
requirements
 
and helpful tools
WR1408 Ethics Helpline
1.7
 
Non-Retaliation Policy
 
We will not tolerate any form of retaliation against any person who has raised an ethical or legal concern in good faith, including
witnesses or any other persons who contribute to an investigation of a reported concern. Acting in good faith means that you
have made a sincere report in a responsible manner. This applies even if your report does not turn out to be an actual violation.
1.8
 
Consequences of Breaches
We will not tolerate any breaches of the Code or
 
the law. Potential misconduct
 
may be investigated by Corporate
Audit and Investigation, or other relevant internal or external
 
experts. We will pursue remedial measures or other
follow up of personnel if you breach the Code or laws.
 
The same applies to leaders who disregard or tolerate
 
such
breaches either through negligence or actual knowledge. The
 
remedial measures may include termination of your
employment contract and reporting to relevant authorities.
 
Incidents of ethical misconduct shall be registered and reported
 
in accordance with our governing documents.
 
1.9
 
Ethics and Compliance in Equinor
We work in a systematic manner to ensure compliance
 
with the Code and applicable laws. Our ethics and
compliance programmes apply to all parts of Equinor.
 
Our ethics and compliance function, headed by the Chief
Ethics and Compliance Officer,
 
is responsible for supervising Equinor’s ethics and compliance activities,
 
including
guidance on the Code and following up potential breaches.
 
The Chief Ethics and Compliance Officer will appoint
one compliance officer to assist in such work
 
for each business area and for selected corporate staff
 
functions. The
business areas and corporate functions shall appoint local compliance
 
officers where required.
 
The corporate executive committee constitutes Equinor’s ethics committee.
 
In addition, ethics committees have
been established in the business areas and most corporate functions,
 
comprising the respective management
teams. The committees will ensure a strong focus on,
 
common understanding of, and compliance with Equinor’s
ethical requirements.
• Corporate directive CD04-
 
Committees
• Corporate policy CP02-
 
Human rights policy
• FR16 People and organisation
• WR1408 Ethics Helpline
•
 
WR2417 Ethics incident reporting
 
• WR2595 The compliance officer role
2
 
Respecting our people
2.1
 
Equality,
 
Diversity and Inclusion
Every employee is an important member of the Equinor
 
team. We are committed to providing an inclusive
environment recognised for its equality and diversity,
 
and we will treat everyone with fairness, respect and
 
dignity.
 
We do not tolerate any discrimination of colleagues
 
or others affected by our operations. Discrimination
 
includes
exclusion, preference or illegal distinction based on ethnicity,
 
age, gender, gender identity,
 
disability, sexual
orientation, religion or belief, political views, or any other
 
characteristic that compromise the principle of equality.
 
What this means for you
 
●
 
Treat everyone with fairness, respect
 
and dignity.
●
 
Base your work-related decisions on merit and not on other characteristics
 
that result in compromising the
principle of equality.
2.2
 
Bullying and Harassment
Courtesy and respect
 
are important aspects
 
of a sound working
 
environment and
 
business dealings.
 
We expect
you to treat everyone
 
you meet through
 
work or work-related
 
activities in a
 
respectful manner.
 
We will not tolerate
any form of harassment
 
or other inappropriate,
 
intimidating or offensive
 
conduct,
 
including any form
 
of unwanted
and troublesome
 
attention of a se
 
xual nature.
What this means for you
 
●
 
Take
 
responsibility to create and maintain a good working environment.
 
●
 
Never engage in harassment, bullying, workplace violence
 
or other behaviour that colleagues or business
partners may regard as threatening or degrading.
 
●
 
Offensive messages, derogatory remarks and inappropriate
 
jokes are never acceptable.
 
●
 
Respect other people’s customs and culture.
 
●
 
Speak up if you observe or experience harassment or
 
bullying.
2.3
 
Safety and Security
Equinor’s safety and security vision is zero harm. We are committed
 
to providing a safe, healthy and secure
environment for all personnel at our facilities and job sites,
 
preventing accidents and incidents from affecting
 
people,
environment and our assets. To
 
build a culture that is Always Safe will require consistent
 
use of I am Safety
expectations, Security Rules, Life Saving Rules and a continued
 
focus on building a proactive safety culture
applying Human and Organizational Performance Principles.    
 
What this means for you
 
●
 
Safety and security is everyone’s responsibility.
 
You must
 
understand and act on your responsibilities to
contribute to a healthy,
 
safe and secure work environment.
 
●
 
Stop work immediately if you consider it unsafe.
 
●
 
Report any incident or unsafe condition as soon as possible.
 
If you see something, say something.
●
 
Know the relevant emergency procedures for your work.
2.4
 
Privacy and Data Protection
Privacy and data protection laws protect the integrity and confidentiality
 
of a person’s private information. We
 
are
committed to protecting the privacy rights of our employees
 
and everyone with whom we do business. We will
 
only
use personal data for appropriate purposes, and personal data
 
will be processed in accordance with applicable
laws, internal requirements and Equinor’s Binding Corporate Rules.
What this means for you
 
●
 
Respect everyone’s right to privacy.
 
Only process personal data for legitimate business purposes
 
and in
accordance with applicable requirements.
●
 
If your job includes handling personal data, make sure
 
you are sufficiently familiar with our external and
internal requirements for the processing of personal data,
 
and take appropriate training necessary to
perform your tasks.
2.5
 
Drugs and Alcohol
 
Equinor is a drug and alcohol-free workplace. We
 
will not tolerate anyone being under the influence of drugs
 
or
alcohol while at work for Equinor.
 
Limited amounts of alcohol may,
 
however, be consumed
 
when local custom and
occasion make it appropriate, and provided the consumption
 
is not combined with operating machinery,
 
driving or
any other incompatible activity.
 
Tests
 
for drugs and alcohol may be conducted whenever deemed
 
necessary and in
accordance with applicable laws.
What this means for you
 
●
 
Be conscious about work-related events where alcohol
 
is served and show moderation.
2.6
 
Purchase of Sexual Services
Purchase of sexual services may be illegal, support human
 
trafficking and pose a security risk.
 
Human trafficking is
a violation of human rights. Regardless of local rules, regulations
 
and customs, Equinor prohibits the purchase of
sexual services when on assignments or business trips
 
for Equinor. This also includes
 
any contribution to the
purchase of such services.
 
What this means for you
 
●
 
Never purchase sexual services when you are on business
 
trips or other assignments, including long-term
assignments.
●
 
Never influence others to purchase sexual services and never
 
accept to receive sexual services others
have paid for.
• FR10 Safety and security
 
• FR16 People and organisation
 
• WR1495 Processing of personal data
 
• GL0658 Handle harassment/bullying complaint
 
• Binding Corporate Rules
 
• GL0473 Guideline for Processing of Personal Data
• Corporate policy CP03 - Security policy
• CP02-Human Rights Policy
3
 
Conducting our operations
 
3.1
 
Anti-Corruption
Corruption undermines legitimate business activities, distorts
 
competition, ruins reputations and exposes
companies and individuals to risk. We have zero
 
tolerance for corruption in any form, including bribery,
facilitation payments and trading in influence. We will
 
comply with all applicable anti-corruption laws and
regulations and take active steps to ensure that corruption
 
does not occur in relation to Equinor’s business
activities.
Transparency is vital in the combat of corruption.
 
We are committed to conducting our business
 
activities in an
open and transparent manner,
 
promoting transparency in our industry and supporting
 
efforts to combat
corruption worldwide.
What this means for you
 
●
 
Never engage in, authorise or tolerate corruption at any
 
time for any reason.
 
●
 
Never offer or accept an improper advantage. An
 
improper advantage is an advantage that has no
legitimate business purpose and is given to influence the
 
recipient’s decision making.
●
 
Payment extorted from you under threat of life, health,
 
safety or illegal detention is allowed and will not
result in any form of retaliation, but you must report the
 
payment immediately.
●
 
Know your business partner,
 
follow our integrity due diligence requirements and never
 
engage others to do
something we cannot ethically or legally do ourselves.
●
 
Participate in required anti-corruption training and understand the
 
risks you face in your work.
3.2
 
Conflict of Interest
Equinor respects your right to manage your personal affairs
 
and investments. However,
 
a conflict of interest may
occur when your personal interests and Equinor’s interests are different,
 
and this may interfere with your ability to
make the right decision for Equinor.
 
We expect you to always act in the best interest
 
of Equinor when you are
representing the company.
 
You should
 
avoid situations with actual, potential or perceived conflict
 
of interest.
 
What this means for you
 
●
 
Do not work in connection with any Equinor or Equinor-related
 
transaction, procurement, contract award or
other matter in which you have, or a related party has
 
a financial interest. A related party means your
partner, close relative, or any
 
other person with whom you have close relations.
 
●
 
The same restriction applies where there are other circumstances
 
that undermine trust in your ability to act
in the best interest of Equinor.
 
●
 
Ensure you understand what a conflict of interest is, and ensure
 
you have the necessary information to
assess it. Be open, disclose and discuss with your leader
 
any actual, potential or perceived conflict of
interest. The leader will then decide whether any measures
 
should be taken, for instance stepping back
from the situation that caused the conflict of interest.
3.3
 
Directorships, Secondary Employment
and Ownership Interests
 
We expect you to spend your full working day on
 
Equinor matters. Before accepting external directorships,
secondary employment or other material assignments,
 
you must obtain prior written consent from your leader’s
leader or, for employees reporting
 
directly to senior vice president level, or above,
 
your leader. Volunteer
 
work and
directorships in non-commercial entities held in a private capacity,
 
do not require prior written consent. Approved
directorships shall be registered in relevant personnel
 
data systems, be kept updated and verified once a year.
Directorships in Equinor subsidiaries or when representing
 
Equinor in non-controlled companies do not require
registration.
If you hold directorships on behalf of Equinor,
 
you are not entitled to board remuneration, but
 
if you hold
directorships where you are not representing Equinor,
 
you may retain any remuneration paid. Elected employee
representatives on the board of Equinor ASA may receive
 
the remuneration decided by the corporate assembly.
The CEO, executive vice presidents and senior vice presidents
 
and employee representatives on the board of
Equinor ASA shall register their direct ownership interests
 
in other companies. This information must be kept
updated and verified once a year.
 
It is not necessary to register shares in securities
 
funds or shares in Equinor ASA.
Furthermore, persons in these groups cannot hold ownership
 
interests, or options to ownership interests, directly or
indirectly, in any company
 
that does or seeks to do business with Equinor
 
if they can exert influence on business
decisions related to such company.
 
The same applies to companies that are competitors
 
to Equinor. This prohibition
does not apply to ownership interests in securities funds
 
or shares in Equinor ASA.
 
What this means for you
 
●
 
Ensure you have the required approval before
 
accepting an external directorship,
 
secondary employment, or
other material assignments.
●
 
Ensure that registered information regarding
 
directorships and ownership interests
 
is kept updated.
●
 
Note the special prohibition of ownership
 
interests in other companies for
 
certain employees.
3.4
 
International Trade Restrictions
Countries can impose various economic sanctions restrictions
 
targeting business dealings with specific countries,
economic sectors, entities or individuals of concern. Export
 
controls on the export or in-country transfer of certain
restricted items, technology and software are also common.
 
We will comply with all applicable economic sanctions
as well as export and import control laws. We will
 
assess whether government authorisation is required before
engaging in activities involving restricted items, sanctioned
 
parties or countries and will obtain and comply with
 
all
required authorisations.
 
What this means for you
 
●
 
Screen your business partners, suppliers and other parties (including any
 
ownership of the same) against
relevant restricted parties’ lists.  
 
●
 
Obtain and comply with necessary governmental licences
 
where cross-border export or import activity
involves restricted items, technology or software.
 
●
 
Be mindful that both sanctions and export control regulations
 
are complex and subject to frequent changes.
Stay updated on the rules applicable to your business activity.
●
 
Seek advice from the legal department if asked to deal with
 
a sanctioned party,
 
market or country.
3.5
 
Anti-Money Laundering and
 
 
Facilitation of Tax
 
Evasion
Money laundering
 
is illegal and
 
supports other
 
criminal activities,
 
including drug
 
trafficking,
 
terrorism, corruption,
human rights
 
violations and
 
tax evasion.
 
Money laundering
 
is the processes
 
of disguising
 
the proceeds
 
of crime in
order to hide
 
its illegal origins
 
or otherwise
 
dealing with
 
the proceeds
 
of crime. Criminal
 
proceeds include
 
not only
money, but all forms
 
of assets, real
 
estate and intangible
 
property that
 
are derived from
 
criminal activity. We will
comply with
 
all applicable
 
anti-money laundering
 
laws.
Tax evasion is an illegal
 
practice where
 
a person or entity
 
evades paying
 
their actual tax
 
liability. We do not tolerate
the facilitation
 
of tax evasion
 
by persons who
 
act for or on
 
behalf of Equinor.
What this means for you
 
●
 
Be attentive to unusual payments, invoicing and banking arrangement
 
as well as unusual tax status of
suppliers.
●
 
Seek advice from the legal department if you need a better understanding
 
of money laundering or tax
evasion and how to mitigate such risk to Equinor.
●
 
Know your business partners and make sure you follow our integrity
 
due diligence requirements.
3.6
 
Financial and Business Records and
Reporting
 
Recording and
 
reporting financial
 
or non-financial
 
information
 
completely, accurately
 
and objectively
 
are essential
 
for
Equinor’s
 
credibility and
 
reputation. It
 
is also a prerequisite
 
for meeting legal
 
and regulatory
 
obligations and
 
reporting
standards. We
 
are committed
 
to transparency
 
and accuracy
 
in all our dealings,
 
and we will provide
 
full, fair, accurate
and understandable
 
disclosures in
 
our financial
 
and non-financial
 
reports, in documents
 
filed with regulatory
 
authorities
and in other
 
public communication.
 
What this means for you
 
●
 
The data and information you enter in our records must be
 
accurate, complete, and reliable. This includes
financial and non- financial information for both internal
 
and external use.
●
 
Any accounting information you provide must be complete,
 
accurate, valid, and recorded in accordance with
applicable laws, relevant accounting and reporting standards
 
and the Equinor accounting manual.
 
●
 
Make sure you are familiar with and comply with internal control
 
over financial reporting requirements
relevant to your work.
●
 
Never enter false, misleading, or artificial entries in our
 
records and reports. Any such intentional act may
be treated as fraud.
●
 
The highest standard of care should always be exercised
 
when recording and reporting financial or non-
financial information.
●
 
If you suspect or become aware of any indications of fraud, improper
 
financial business records and
reporting or allegations of such, you must report it to your
 
leader or the Ethics Helpline immediately. 
3.7
 
Property and Assets
We trust you
 
with Equinor’s
 
assets so that
 
you can effectively
 
do your work.
 
You are responsible for
 
safeguarding
those assets
 
against loss,
 
theft, and misuse.
 
Equinor’s
 
assets include
 
facilities,
 
equipment, IT
 
solutions and
 
IT
equipment, information,
 
intangible property
 
rights and financial
 
assets. We will
 
not tolerate
 
any misuse of
 
our assets or
work processes
 
for personal
 
benefit.
 
What this means for you
 
●
 
Any use of Equinor’s assets for purposes not directly related to our
 
business, unless specifically provided
for in this Code, requires permission from your leader.
 
●
 
Ensure that documentation used to obtain property or payments
 
from the company is accurate and
complete. This includes time sheets, invoices, benefit claims
 
and travel and expense reimbursement reports
and underlying documentation. Inaccurate or unsubstantiated records
 
may be treated as fraud.
 
●
 
As a leader you must ensure proper control before you
 
approve any time sheets, invoices, benefit claims
and travel and expense reimbursement reports and underlying
 
documentation for people in your team.
3.8
 
IT Solutions and IT Equipment
Our IT solutions and IT equipment shall be used for business
 
purposes. Information produced and stored on our
authorized IT solutions and IT equipment is Equinor’s property and
 
may be accessed in accordance with applicable
law.
 
Cyberattacks and malicious activities are a continuous threat to
 
Equinor, and the use of our
 
authorized IT solutions
and IT equipment is monitored to detect such risk. This
 
includes blocking access to inappropriate web sites and
interception of any information transmitted by or stored
 
on our IT solutions.
 
What this means for you
 
●
 
Handle and archive documents according to Equinor’s information management
 
requirements and security
classification system.
 
●
 
Never use our IT solutions or IT equipment to perform
 
illegal or unethical activities, including downloading,
streaming, or sharing of offensive material.
 
●
 
Respect computer software copyrights and comply with the terms
 
and conditions of software licences.
●
 
Limited private use of our IT solutions and IT equipment is permitted,
 
but such use should be kept to a
minimum and have no adverse effect on cost, IT security
 
or productivity. This
 
includes private use of social
media.
 
●
 
You must
 
be vigilant of cyberattacks and malicious activities, such as
 
phishing, and immediately report any
incidents.
3.9
 
Information Management and
Confidentiality
During the course of business, we gain and produce information
 
that is vital to our financial and business integrity.
Such information may,
 
however, also be valuable for competitors
 
and others. We will protect information created by
us, or given to us, to ensure appropriate confidentiality and
 
integrity. It is important
 
to share information across the
organisation to ensure collaboration, efficiency
 
and experience transfer,
 
but information transfer and access must
take place in accordance with our security classification system for
 
information management.
 
What this means for you
 
●
 
Make sure you are familiar with
 
and comply with our information management and security
 
classification
system when handling company information.
 
●
 
Do not use Equinor’s information acquired through your
 
work for personal advantage or for the purpose
 
of
competing
 
with Equinor.
●
 
You have a duty of confidentiality, which applies
 
even after your employment or assignment with Equinor
 
has
ended.
3.10
 
Inside Information
Equinor supports fair and open securities markets wherever
 
we operate. You
 
may become aware of information
about Equinor or other companies that is not publicly available.
 
Such information may constitute inside information.
Inside information is precise information likely to have
 
a significant effect on the price of securities and
 
which is not
publicly available or commonly known to the market. If you
 
are in possession of inside information, even if acquired
incidentally, you have
 
a legal duty of confidentiality and due care of handling
 
to prevent such information from
coming into the possession of unauthorised persons. Any
 
use of inside information about Equinor or other publicly
traded companies for personal gain is prohibited.
Certain persons, such as members of the Board of Directors
 
and Corporate Executive Committee, are considered
primary insiders. Additional restrictions apply for primary
 
insiders.
What this means for you
 
●
 
Never buy or sell Equinor’s or other companies’ shares or other securities,
 
or provide advice to others’
investment decisions, when you have access to inside information.
●
 
Holders of inside information must treat this confidentially
 
and can only pass such information to individuals
who need it in their work for Equinor based on authorisation
 
from the information owner.
 
●
 
Holders of inside information relevant for the Equinor share
 
price must be listed in Equinor’s insider listing
system.
 
●
 
The restriction on buying Equinor shares when you hold inside
 
information does not prevent you from
participating in our share savings program.
• FR14 Finance and control
 
• WR0158 Manage data and information
• WR2893 IT Rules
• WR1366 Accounting manual
 
• WR1921 Primary insiders
 
• WR2305 Handling of Inside Information related
 
to commodities
• WR2401 Inside information
 
• WR2988 Integrity due diligence
• GL0358 Legal recommendations for compliance-
 
selected sanctions
• GL0548 Equinor Board of directors handbook
 
• FR19 Legal and compliance
• Anti-corruption compliance manual
 
• Anti-Corruption Compliance Program
• Sanctions lists on the integrity due diligence
 
portal
4
 
Relating to our business partners
 
4.1
 
Suppliers and Business Partners
Business relationships based on trust and transparency
 
are vital to our business. Our suppliers and business
partners are essential to our ability to do business but
 
can also cause or contribute to harm people and expose
 
us
to reputational, operational and legal risk. We expect
 
our suppliers and business partners to comply with
 
applicable
laws, respect internationally recognised human rights
 
and adhere to ethical standards which are consistent with our
ethical requirements when working for or together with
 
us. We seek to work with others who share our commitment
to ethics and compliance, and we manage risk through
 
in-depth knowledge of our suppliers, business partners
 
and
markets. Equinor will not voluntarily enter into partnerships
 
with anonymously owned companies.
What this means for you
 
●
 
Before you establish or amend any business relationship,
 
you must follow our procedures for integrity due
diligence and human rights due diligence.
 
●
 
Communicate and follow-up regularly and clearly our
 
expectations to our suppliers and business partners.
●
 
Report any misconduct by a supplier or business partner to your
 
leader or any of the other reporting
channels listed in the Code.
4.2
 
Intermediaries
Intermediaries are a particular type of business partner and include
 
agents, consultants, lobbyists and others who
act as a link between Equinor and others. The use of
 
intermediaries may pose a particular risk to us, and we
therefore have additional requirements for hiring intermediaries.
 
It is mandatory to perform integrity due diligence
 
on
all intermediaries. The agreed compensation must be proportionate
 
to the service rendered and only paid against
satisfactory documentation of work performed, which must be
 
regularly monitored. The agreement with the
intermediary must be made in writing, describe the true
 
relationship with Equinor and include an obligation to
 
follow
the Code.
 
What this means for you
 
●
 
Any intermediary you plan to hire must be subject to
 
integrity due diligence.
 
●
 
Monitor regularly the work performed by the intermediary
 
to ensure it is in line with the Code.
4.3
 
Fair Competition
 
We believe in the benefits of competition, and Equinor
 
will always compete in a fair and ethically justifiable manner.
We will comply with applicable competition and
 
antitrust laws. We will not engage in or tolerate
 
anyone who
engages in anti-competitive behaviour,
 
such as price fixing, bid rigging, market sharing or
 
abuse of market power.
Collaboration with other companies must not have an
 
anti-competitive purpose or effect. It may also
 
be a violation
of competition and antitrust rules to receive or share
 
non-public commercially sensitive information with actual
 
or
potential competitors. Commercially sensitive information includes
 
information which may reduce uncertainty about
future market conduct, such as prices, competitive bids,
 
commercial strategies, costs, customers, and suppliers.
 
What this means for you
 
●
 
Do not enter into anti-competitive agreements or engage in
 
anti-competitive conduct, such as agreeing with
competitors to fix prices or to allocate markets by territory,
 
by products or by customers.
●
 
Be vigilant of situations where non-public commercially
 
sensitive information may be exchanged and speak
out against disclosure of information by others to you.
 
Never share such information with competitors.
●
 
Competition laws are complex and often require a detailed
 
assessment of facts. If you are in doubt, seek
advice from the legal department.
●
 
Participate in required competition and antitrust compliance
 
training.
4.4
 
Gifts, Hospitality and Expenses
 
Relationships with our business partners can be built and strengthened
 
through legitimate networking and social
interaction. However, giving or
 
accepting gifts and hospitality may be regarded as
 
corruption in certain situations,
and we have strict limits for when we allow the giving or
 
acceptance of gifts and hospitality.
As a general rule, we do not offer or accept
 
gifts, except for promotional items of minimal value. In a situation
 
where
it would clearly give offence to refuse, the gift
 
may be accepted if it is of reasonable value and handed
 
over to
Equinor immediately.
 
We only offer or accept hospitality
 
where there is a clear business reason for Equinor to
participate and the costs involved are reasonable. We
 
will always pay our own costs related to travel,
accommodation and other related expenses. Except as
 
otherwise stated in the Code, we do not pay travel,
accommodation and other related expenses for others.
 
What this means for you
 
●
 
Never offer or accept gifts, except for promotional items
 
of minimal value.
●
 
Before accepting or offering hospitality,
 
ensure that it is in line with our requirements. Written
 
approval from
your leader is required unless the hospitality clearly is
 
acceptable.
 
●
 
Ask yourself how the acceptance or offer would be perceived
 
by others and never offer or accept anything
that is or could be perceived as an improper advantage.
●
 
Ensure that all acceptance and offering of hospitality
 
are open, transparent and properly documented.
●
 
• Corporate policy CP02-
 
Human rights policy
●
 
• WR1837 Inspections by authorities
 
●
 
• WR2447 Competition law compliance
 
●
 
• WR2452 Joint venture management related to
 
anti-corruption compliance
 
●
 
• WR2988 Integrity due diligence
 
●
 
• WR1803 Management of social investment
●
 
• GL0349 Guidance on anti-corruption for non Equinor
 
operated joint ventures
●
 
•
 
GL0754 Guidance on partnerships with anonymously
 
owned companies
●
 
• GL0537 Offering and accepting gifts, hospitality and expenses
 
●
 
• GL0782 Compliance Guideline on Social Investments
●
 
• Integrity due diligence portal
 
●
 
• Competition compliance manual
5
 
Communities and Environment
5.1
 
Local Stakeholder Engagement
 
Stakeholder
 
engagement is
 
a central element
 
of our commitment
 
to create lasting
 
local value.
 
Timely and meaningful
 
engagement with
 
potentially
 
affected stakeholders,
 
including through
 
appropriate and
 
effective
grievance mechanisms,
 
is a central
 
element of our
 
commitment to assess
 
actual and potential
 
human rights
 
impacts
linked to our
 
activities or
 
business relationships.
 
Where needed,
 
we aim to take
 
appropriate and
 
mitigating actions.
Where we have
 
caused or contributed
 
to adverse human
 
rights impacts,
 
we will provide
 
or cooperate in
 
providing
appropriate
 
remediation.
In our engagement
 
and dialogue
 
with all stakeholders
 
we seek to understand
 
their expectations
 
and explore
opportunities
 
for mutual benefits.
 
Solutions identified
 
must be relevant
 
to local conditions
 
and our business
 
needs, and
comply with
 
our values, policies
 
and local regulations.
 
Our contribution
 
to communities
 
may include direct
 
and indirect
employment, procurement
 
of goods and
 
services, infrastructure
 
development and
 
competence building
 
as well as
social investments.
 
What this means for you
 
●
 
Familiarise yourself with our human rights policy and report any
 
potential or actual negative human rights
impact related to our operations or those of our business
 
partners.
 
●
 
Through human rights due diligence, systematically assess
 
and address the impact our activities may have
on stakeholders and take this into account when making
 
business decisions, including in relation to their
use of land, water and other natural resources.
 
●
 
When seeking to apply effective prevention and mitigation
 
actions, ensure that they are addressing potential
impacts fairly and without discriminating to any affected
 
members of the local community.
 
●
 
Be particularly attentive to those most vulnerable to adverse
 
impacts, including women, children and
indigenous peoples.
 
●
 
Actively identify opportunities related to our activities that can
 
contribute to local value creation through local
employment, procurement and capacity development.
 
●
 
Ensure that social contributions are made in compliance with our
 
anti-corruption requirements.
5.2
 
Environment
 
We systematically manage our environmental aspects
 
in accordance with good international practices and
principles and have to comply with applicable environmental
 
laws and regulations. Recognising that our activities
may have impacts on the environment, we apply a precautionary
 
approach and the principle of continual
improvement of our environmental performance, aiming to
 
protect nature and support nature conservation and
restoration initiatives. We work actively to limit greenhouse
 
gas emissions from our activities.
 
What this means for you
 
●
 
Ensure that the impacts our activities have or may have on
 
the environment are assessed and
communicated.
●
 
Ensure that relevant measures are taken into account when
 
making business decisions, including
application of the mitigation hierarchy (to avoid, minimise,
 
restore and offset potential significant direct
impacts in our projects), and the use of environmentally friendly
 
technologies.
 
●
 
Contribute actively to efficient use of resources, carbon
 
efficient operations and mitigation of negative
impacts and enhancement of positive impacts on the natural
 
environment.
 
●
 
Follow up and evaluate results and contribute to continual
 
improvement.
5.3
 
Public Communication
 
We believe that open, honest and accurate communication
 
is essential to our integrity and business success.
 
We
will communicate about Equinor in a consistent manner,
 
and only authorised persons may talk to the media,
members of the investment community or make statements on
 
Equinor’s behalf on social media. Any private use of
social media must not breach confidentiality obligations
 
and should not compromise Equinor’s reputation or
business interests.
 
What this means for you
 
●
 
Do not speak on Equinor’s behalf unless authorised to do so. Enquiries
 
from the media shall be directed to
corporate communication.
 
●
 
If you participate in social media, use good judgement and
 
show respect towards your colleagues, business
partners and communities. Be vigilant that participating in social
 
media may represent a security risk.
5.4
 
Public Affairs
 
We will make Equinor’s position known on important industry
 
matters through proactive engagement with
government policy makers and other stakeholders, such
 
as the media, civil society and international institutions.
However, we will not make
 
gifts, donations or otherwise support political parties or
 
individual politicians. We may
nevertheless be members of interest organisations relevant
 
for our industry that support political parties or certain
political issues. Any hiring of lobbyists will be in accordance with
 
applicable law and subject to full disclosure to any
external party they wish to influence that the lobbyist represents
 
Equinor.
 
What this means for you
 
●
 
Do not use company funds or resources to support any
 
political candidates or party.
 
Never use your
position in Equinor to try to influence any person to make
 
political contributions.
●
 
Ensure that all contracts with lobbyists impose an obligation
 
to disclose to any external party they wish to
influence that the lobbyist represents Equinor.
●
 
If you choose to participate in political activities or give
 
any public contributions, this must be personal and
not linked to Equinor.
.
5.5
 
Public Officials
 
In our business operations or public affairs activities,
 
we often interact with public officials. Many countries
 
have
rules regarding accepted conduct when dealing with public officials,
 
such as prohibiting giving anything of value. We
will never offer or authorise anything of value
 
or payments to public officials unless specifically
 
provided for in the
Code. We can, however,
 
cover the reasonable and legitimate travel, accommodation
 
and other related travel
expenses of public officials when they are related
 
to the promotion or demonstration of our products or services
 
or
the execution of a contract with a government.
 
What this means for you
 
●
 
Take
 
particular care when interacting with public officials.
 
●
 
Never offer or agree to pay travel or accommodation
 
for any public official unless a hosting application
 
has
been completed and properly approved by the Chief Ethics
 
and Compliance Officer and the relevant EVP.
• Corporate policy CP02-
 
Human rights policy
• FR11 Sustainability
 
• FR13 Communication
 
• WR1803 Management of social investment
 
• WR2297 The rights of indigenous and
 
tribal people
 
• WR2614 Community grievance mechanisms
 
• WR9623 Human Rights Due Diligence
• GL0626 Community engagement guidelines
 
• GL0782 Compliance Guideline on Social
 
Investments
• Hosting form for public officials
 
• Social Media Guidelines
• Equinor Biodiversity position
 
I, Anders Opedal, certify that:
 
1.
 
I have reviewed this Annual report on Form 20-F of Equinor ASA;
 
2.
 
Based on my knowledge, this report does not contain any untrue statement of a material
 
fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such
 
statements were made, not
misleading with respect to the period covered by this report;
 
3.
 
Based on my knowledge, the financial statements, and other financial information included
 
in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the company as
 
of, and for, the periods
presented in this report;
 
4.
 
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
 
over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
 
(a)
 
Designed such disclosure controls and procedures, or caused such disclosure controls and
 
procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly
 
during the period in
which this report is being prepared;
 
(b)
 
Designed such internal control over financial reporting, or caused such internal control over financial
 
reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability
 
of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
 
accepted
accounting principles;
 
(c)
 
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
 
(d)
 
Disclosed in this report any change in the company’s internal control over financial reporting that
 
occurred during
the period covered by the annual report that has materially affected, or is reasonably likely to materially
 
affect, the
company’s internal control over financial reporting; and
 
5.
 
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons
performing the equivalent functions):
 
(a)
 
All significant deficiencies and material weaknesses in the design or operation of internal control
 
over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and
report financial information; and
 
(b)
 
Any fraud, whether or not material, that involves management or other employees who
 
have a significant role in
the company’s internal control over financial reporting.
 
Date:
 
21 March 2024
 
By:
 
/s/
 
Anders Opedal
 
Name:
 
Anders Opedal
 
Title:
 
President and Chief Executive Officer
 
 
I, Torgrim Reitan,
 
certify that:
 
1.
 
I have reviewed this Annual report on Form 20-F of Equinor ASA;
 
2.
 
Based on my knowledge, this report does not contain any untrue statement of a material
 
fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such
 
statements were made, not
misleading with respect to the period covered by this report;
 
3.
 
Based on my knowledge, the financial statements, and other financial information included
 
in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the company as
 
of, and for, the periods
presented in this report;
 
4.
 
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
 
over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
 
(a)
 
Designed such disclosure controls and procedures, or caused such disclosure controls and
 
procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly
 
during the period in
which this report is being prepared;
 
(b)
 
Designed such internal control over financial reporting, or caused such internal control over financial
 
reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability
 
of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
 
accepted
accounting principles;
 
(c)
 
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
 
(d)
 
Disclosed in this report any change in the company’s internal control over financial reporting that
 
occurred during
the period covered by the annual report that has materially affected, or is reasonably likely to materially
 
affect, the
company’s internal control over financial reporting; and
 
5.
 
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons
performing the equivalent functions):
 
(a)
 
All significant deficiencies and material weaknesses in the design or operation of internal control
 
over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and
report financial information; and
 
(b)
 
Any fraud, whether or not material, that involves management or other employees who
 
have a significant role in
the company’s internal control over financial reporting.
 
Date:
 
21 March 2024
By:
 
/s/
 
Torgrim Reitan
 
Name:
 
Torgrim Reitan
Title:
 
Executive Vice President and Chief Financial Officer
 
 
Certification
 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
 
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b)
 
of section 1350, chapter 63 of title 18, United
States Code), the undersigned officer of Equinor ASA, a company incorporated under the laws of Norway (the “Company”),
 
hereby
certifies, to such officer’s knowledge, that:
 
The Annual Report on Form 20-F for the year ended 31 December 2023 of the Company (the “Report”)
 
fully complies with the
requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934
 
and information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations
 
of the Company.
 
Date:
 
21 March 2024
By:
 
/s/
 
Anders Opedal
 
Name:
 
Anders Opedal
Title:
 
President and Chief Executive Officer
 
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of
 
2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code) and is not being
 
filed as part of the Report or as a separate disclosure
document.
 
A signed original of this written statement required by section 906 has been provided
 
to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
 
Certification
 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b)
 
of section 1350, chapter 63 of title 18, United
States Code), the undersigned officer of Equinor ASA, a company incorporated under the laws of Norway (the “Company”),
 
hereby
certifies, to such officer’s knowledge, that:
 
The Annual Report on Form 20-F for the year ended 31 December 2023 of the Company (the “Report”)
 
fully complies with the
requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934
 
and information contained in the Report
fairly presents, in all material respects, the financial condition and results of operations
 
of the Company.
 
Date:
 
21 March 2024
 
By:
 
/s/
 
Torgrim Reitan
 
 
Name:
 
Torgrim Reitan
Title:
 
Executive Vice President and Chief Financial Officer
 
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of
 
2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code) and is not being
 
filed as part of the Report or as a separate disclosure
document.
 
A signed original of this written statement required by section 906 has been provided
 
to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following
 
Registration Statements:
 
(1)
 
Registration Statement (Form F-3 No. 333-271647) of Equinor ASA,
(2)
 
Registration Statement (Form F-3 No. 333-271647-01) of Equinor US Capital LLC,
(3)
 
Registration Statement (Form F-3 No. 333-271647-02) of Equinor Energy AS, and
(4)
 
Registration Statement (Form S-8 No. 333-262601) pertaining to the Employee Share Purchase Plan of
Equinor US Holdings Inc
of our reports dated 12 March 2024, with respect to the
 
consolidated financial statements of Equinor ASA and the
effectiveness of internal control over financial reporting of
 
Equinor ASA included in this
 
Annual Report (Form 20-F)
of Equinor ASA for the year ended 31 December 2023.
/s/ Ernst & Young AS
Stavanger, Norway
21 March 2024
DeGolyer
 
and
 
MacNaughton
5001
 
Spring
 
Valley
 
Road
Suite
 
800
 
Eas
t
Dallas,
 
Texas
 
75244
February 27, 2024
Equinor ASA
Forusbeen 50
N-4035 Stavanger
Norway
Ladies and Gentlemen:
We hereby
 
consent to
 
the references
 
to DeGolyer
 
and MacNaughton
 
contained
in
 
the
 
section
 
entitled
 
“Operational
 
Performance;
 
Proved
 
Oil
 
and
 
Gas
 
Reserves;
Preparation of reserves estimates; DeGolyer and
 
MacNaughton report” of the Exhibit
15.5
 
Oil
 
and Gas
 
Reserves Report
 
to
 
Form
 
20-F
 
for
 
the
 
year
 
ended
 
December 31,
2023,
 
of
 
Equinor ASA (the
 
“Form 20-F”), to
 
the
 
inclusion
 
of
 
our
 
report
 
of
 
third
 
party
dated February 21,
 
2024, concerning our
 
independent evaluation,
 
as of December
 
31,
2023, of certain properties in
 
which Equinor ASA has represented
 
it holds an interest
(our “Report of Third Party”), which is
 
included as an exhibit to the Form
 
20-F,
 
and to
the incorporation by reference thereof of
 
our Report of Third Party in
 
the Registration
Statements
 
on
 
Form
 
S-8
 
(File Nos.
 
333-121382,
 
333-168426,
 
and
 
333-262601)
pertaining to the Equinor US Holdings Inc. Employee Share Purchase
 
Plan and in the
Registration Statement
 
on Form
 
F-3 (File No.
 
333-271647) of
 
Equinor ASA,
 
Equinor
Energy AS, and Equinor US Capital LLC.
Very truly yours,
/s/ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON
Texas
 
Registered Engineering Firm F-
716
DeGolyer
 
and
 
MacNaughton
5001
 
Spring
 
Valley
 
Road
Suite
 
800
 
Eas
t
Dallas,
 
Texas
 
75244
February 21, 2024
Equinor ASA
Forusbeen 50
N-4035 Stavanger
Norway
Ladies and Gentlemen:
Pursuant
 
to
 
your
 
request,
 
this
 
report
 
of
 
third
 
party
 
presents
 
an
 
independent
evaluation,
 
as
 
of December
 
31, 2023,
 
of the
 
estimated
 
net
 
proved oil,
 
condensate,
 
liquefied
petroleum gas (LPG),
 
and sales gas
 
reserves of certain
 
properties (Table
 
1) in which
 
Equinor
ASA
 
(Equinor)
 
has
 
represented
 
it
 
holds
 
an
 
interest.
 
This
 
evaluation
 
was
 
completed
 
on
February 21, 2024. Equinor has represented that these
 
properties account for 100 percent, on
a net equivalent barrel
 
basis, of Equinor’s net
 
proved reserves as
 
of December 31, 2023,
 
and
that Equinor’s
 
estimates
 
of
 
net proved
 
reserves
 
have
 
been prepared
 
in accordance
 
with the
reserves
 
definitions
 
of
 
Rules
 
4–10(a)
(1)–(32) of Regulation S–X
 
of the United States Securities
 
and Exchange Commission (SEC).
It
 
is
 
our
 
opinion
 
that
 
the
 
procedures
 
and
 
methodologies
 
employed
 
by
 
Equinor
 
for
 
the
preparation
 
of
 
its
 
proved
 
reserves
 
estimates
 
as
 
of
 
December
 
31,
 
2023,
 
comply
 
with
 
the
current
 
requirements
 
of
 
the
 
SEC.
 
We
 
have
 
reviewed
 
information
 
provided
 
to
 
us
 
by
 
Equinor
that it represents
 
to be Equinor’s
 
estimates of the
 
net reserves, as
 
of December 31,
 
2023, for
the
 
same
 
properties
 
as
 
those
 
which
 
we
 
have
 
independently
 
evaluated.
 
This
 
report
 
was
prepared in accordance with guidelines
 
specified in Item 1202 (a)(8)
 
of Regulation S–K and is
to be used for inclusion in certain SEC filings by Equinor
 
.
Reserves estimated herein
 
are expressed as
 
net reserves as
 
represented by Equinor
and
 
as
 
estimated
 
by
 
DeGolyer
 
and
 
MacNaughton.
 
Gross
 
reserves
 
are
 
defined
 
as
 
the
 
total
estimated
 
petroleum
 
remaining
 
to
 
be
 
produced
 
from
 
these
 
properties
 
after
 
December
 
31,
2023.
 
Net
 
reserves
 
are
 
defined
 
as
 
that
 
portion
 
of
 
the
 
gross
 
reserves
 
attributable
 
to
 
the
interests held by Equinor after deducting all interests held
 
by others.
 
2
DeGolyer and MacNaughton
Estimates
 
of
 
reserves
 
should
 
be
 
regarded
 
only
 
as
 
estimates
 
that
 
may
 
change
 
as
further
 
production
 
history
 
and
 
additional
 
information
 
become
 
available.
 
Not
 
only
 
are
 
such
estimates based
 
on that
 
information which
 
is currently
 
available, but
 
such estimates
 
are also
subject
 
to
 
the
 
uncertainties
 
inherent
 
in
 
the
 
application
 
of
 
judgmental
 
factors
 
in
 
interpreting
such information.
Information
 
used
 
in
 
the
 
preparation
 
of
 
this
 
report
 
was
 
obtained
 
from
 
Equinor.
 
In
 
the
preparation
 
of
 
this
 
report
 
we
 
have
 
relied,
 
without
 
independent
 
verification,
 
upon
 
information
furnished
 
by Equinor
 
with
 
respect
 
to the
 
property
 
interests
 
being evaluated,
 
production
 
from
such
 
properties,
 
current
 
costs
 
of
 
operation
 
and
 
development,
 
current
 
prices
 
for
 
production,
agreements relating to current and future operations
 
and sale of production, and various other
information
 
and
 
data
 
that
 
were
 
accepted
 
as
 
represented.
 
A
 
field
 
examination
 
was
 
not
considered necessary for the purposes of this report.
Definition of Reserves
Petroleum
 
reserves
 
estimated
 
by
 
Equinor
 
and
 
by
 
us
 
included
 
in
 
this
 
report
 
are
classified
 
as
 
proved.
 
Only
 
proved
 
reserves
 
have
 
been
 
evaluated
 
for
 
this
 
report.
 
Reserves
classifications
 
used
 
by Equinor
 
and
 
by us
 
in this
 
report
 
are in
 
accordance
 
with
 
the reserves
definitions of
 
Rules
 
4–10(a)
 
(1)–(32) of
 
Regulation
 
S–X of
 
the SEC.
 
Reserves
 
are judged
 
to
be
 
economically
 
producible
 
in
 
future
 
years
 
from
 
known
 
reservoirs
 
under
 
existing
 
economic
and
 
operating
 
conditions
 
and
 
assuming
 
continuation
 
of
 
current
 
regulatory
 
practices
 
using
conventional
 
production
 
methods
 
and
 
equipment.
 
In
 
the
 
analyses
 
of
 
production-decline
curves,
 
reserves
 
were
 
estimated
 
only
 
to
 
the
 
limit
 
of
 
economic
 
rates
 
of
 
production
 
under
existing
 
economic
 
and
 
operating
 
conditions
 
using
 
prices
 
and
 
costs
 
consistent
 
with
 
the
effective
 
date
 
of
 
this
 
report,
 
including
 
consideration
 
of
 
changes
 
in
 
existing
 
prices
 
provided
only by contractual
 
arrangements but
 
not including
 
escalations based
 
upon future
 
conditions.
The petroleum reserves are classified
 
as follows:
Proved
 
oil
 
and
 
gas
 
reserves
 
–
 
Proved
 
oil
 
and
 
gas
 
reserves
 
are
 
those
quantities
 
of
 
oil
 
and
 
gas,
 
which,
 
by
 
analysis
 
of
 
geoscience
 
and
 
engineering
data,
 
can
 
be
 
estimated
 
with
 
reasonable
 
certainty
 
to
 
be
 
economically
producible—from
 
a
 
given
 
date
 
forward,
 
from
 
known
 
reservoirs,
 
and
 
under
existing
 
economic
 
conditions,
 
operating
 
methods,
 
and
 
government
regulations—prior to the time
 
at which contracts providing
 
the right to operate
expire,
 
unless
 
evidence
 
indicates
 
that
 
renewal
 
is
 
reasonably
 
certain,
regardless of
 
whether deterministic
 
or probabilistic
 
methods are
 
used for
 
the
estimation. The project to extract the hydrocarbons
 
must have commenced or
the
 
operator
 
must
 
be
 
reasonably
 
certain
 
that
 
it
 
will
 
commence
 
the
 
project
within a reasonable time.
(i) The area of the reservoir considered as proved includes:
3
DeGolyer and MacNaughton
(A) The area
 
identified by
 
drilling and
 
limited by
 
fluid contacts,
 
if any,
and
 
(B)
 
Adjacent
 
undrilled
 
portions
 
of
 
the
 
reservoir
 
that
 
can,
 
with
reasonable
 
certainty,
 
be
 
judged
 
to
 
be
 
continuous
 
with
 
it
 
and
 
to
contain
 
economically
 
producible
 
oil
 
or
 
gas
 
on
 
the
 
basis
 
of
 
available
geoscience and engineering data.
(ii)
 
In
 
the
 
absence
 
of
 
data
 
on
 
fluid
 
contacts,
 
proved
 
quantities
 
in
 
a
reservoir
 
are
 
limited
 
by
 
the
 
lowest
 
known
 
hydrocarbons
 
(LKH)
 
as
seen
 
in
 
a
 
well
 
penetration
 
unless
 
geoscience,
 
engineering,
 
or
performance data and reliable technology establishes
 
a lower contact
with reasonable certainty.
(iii)
 
Where
 
direct
 
observation
 
from
 
well
 
penetrations
 
has
 
defined
 
a
highest
 
known
 
oil
 
(HKO)
 
elevation
 
and
 
the
 
potential
 
exists
 
for
 
an
associated
 
gas
 
cap,
 
proved
 
oil
 
reserves
 
may
 
be
 
assigned
 
in
 
the
structurally
 
higher
 
portions
 
of
 
the
 
reservoir
 
only
 
if
 
geoscience,
engineering,
 
or
 
performance
 
data
 
and
 
reliable
 
technology
 
establish
the higher contact with reasonable certainty.
(iv)
 
Reserves
 
which
 
can
 
be
 
produced
 
economically
 
through
application
 
of
 
improved
 
recovery
 
techniques
 
(including,
 
but
 
not
limited
 
to,
 
fluid
 
injection)
 
are
 
included
 
in
 
the
 
proved
 
classification
when:
(A)
 
Successful
 
testing
 
by
 
a
 
pilot
 
project
 
in
 
an
 
area
 
of
 
the
 
reservoir
with
 
properties
 
no
 
more
 
favorable
 
than
 
in
 
the
 
reservoir
 
as
 
a
 
whole,
the operation of an installed program
 
in the reservoir or an analogous
reservoir,
 
or other evidence
 
using reliable
 
technology establishes
 
the
reasonable certainty
 
of the engineering
 
analysis on
 
which the project
or
 
program
 
was
 
based;
 
and
 
(B)
 
The
 
project
 
has
 
been
 
approved
 
for
development
 
by
 
all
 
necessary
 
parties
 
and
 
entities,
 
including
governmental entities.
(v)
 
Existing
 
economic
 
conditions
 
include
 
prices
 
and
 
costs
 
at
 
which
economic producibility from a reservoir
 
is to be determined. The price
shall
 
be
 
the
 
average
 
price
 
during
 
the
 
12-month
 
period
 
prior
 
to
 
the
ending
 
date
 
of
 
the
 
period
 
covered
 
by
 
the
 
report,
 
determined
 
as
 
an
unweighted
 
arithmetic
 
average of
 
the
 
first-day-of-the-month
 
price for
each
 
month
 
within
 
such
 
period,
 
unless
 
prices
 
are
 
defined
 
by
contractual
 
arrangements,
 
excluding
 
escalations
 
based
 
upon
 
future
conditions.
 
4
DeGolyer and MacNaughton
Developed
 
oil
 
and
 
gas
 
reserves
 
–
 
Developed
 
oil
 
and
 
gas
 
reserves
 
are
reserves of any category that can be expected to be recovered:
(i)
 
Through
 
existing
 
wells
 
with
 
existing
 
equipment
 
and
 
operating
methods
 
or
 
in
 
which
 
the
 
cost
 
of
 
the
 
required
 
equipment
 
is
 
relatively
minor compared to the cost of a new well; and
(ii)
 
Through
 
installed
 
extraction
 
equipment
 
and
 
infrastructure
operational at the
 
time of the
 
reserves estimate
 
if the
 
extraction is by
means not involving a well.
Undeveloped
 
oil
 
and
 
gas
 
reserves
 
–
Undeveloped
 
oil
 
and
 
gas
 
reserves
 
are
reserves
 
of
 
any
 
category
 
that
 
are
 
expected
 
to
 
be
 
recovered
 
from
 
new
 
wells
on
 
undrilled
 
acreage,
 
or
 
from
 
existing
 
wells
 
where
 
a
 
relatively
 
major
expenditure is required for recompletion.
(i)
 
Reserves
 
on
 
undrilled
 
acreage
 
shall
 
be
 
limited
 
to
 
those
 
directly
offsetting
 
development
 
spacing
 
areas
 
that
 
are
 
reasonably
 
certain
 
of
production
 
when
 
drilled,
 
unless
 
evidence
 
using
 
reliable
 
technology
exists that
 
establishes reasonable
 
certainty of
 
economic producibility
at greater distances.
(ii)
 
Undrilled
 
locations
 
can
 
be
 
classified
 
as
 
having
 
undeveloped
reserves only if
 
a development plan
 
has been adopted
 
indicating that
they are
 
scheduled to
 
be drilled
 
within five
 
years, unless
 
the specific
circumstances justify a longer time.
(iii)
 
Under
 
no
 
circumstances
 
shall
 
estimates
 
for
 
undeveloped
reserves
 
be
 
attributable
 
to
 
any
 
acreage
 
for
 
which
 
an
 
application
 
of
fluid injection
 
or other
 
improved recovery
 
technique is
 
contemplated,
unless
 
such
 
techniques
 
have
 
been
 
proved
 
effective
 
by
 
actual
projects in
 
the same
 
reservoir
 
or an
 
analogous reservoir,
 
as defined
in
 
[section
 
210.4–10
 
(a)
 
Definitions],
 
or
 
by
 
other
 
evidence
 
using
reliable technology establishing reasonable certainty.
Methodology and Procedures
Estimates
 
of
 
reserves
 
were
 
prepared
 
by
 
the
 
use
 
of
 
appropriate
 
geologic,
 
petroleum
engineering,
 
and
 
evaluation
 
principles
 
and
 
techniques
 
that
 
are
 
in
 
accordance
 
with
 
the
reserves
 
definitions
 
of
 
Rules
 
4–10(a)
 
(1)–(32)
 
of
 
Regulation
 
S–X
 
of
 
the
 
SEC
 
and
 
with
practices
 
generally
 
recognized
 
by
 
the
 
petroleum
 
industry
 
as
 
presented
 
in
 
the
 
publication
 
of
the
 
Society
 
of
 
Petroleum
 
Engineers
 
entitled
 
“Standards
 
Pertaining
 
to
 
the
 
Estimating
 
and
5
DeGolyer and MacNaughton
Auditing
 
of
 
Oil
 
and
 
Gas
 
Reserves
 
Information
 
(revised
 
June
 
2019)
 
Approved
 
by
 
the
 
SPE
Board on
 
25 June
 
2019” and
 
in
 
Monograph 3
 
and Monograph
 
4 published
 
by the
 
Society of
Petroleum Evaluation Engineers.
 
The method or combination
 
of methods used in
 
the analysis
of each
 
reservoir was
 
tempered by
 
experience with
 
similar reservoirs,
 
stage of
 
development,
quality and completeness of basic data, and production
 
history.
Based
 
on
 
the
 
current
 
stage
 
of
 
field
 
development,
 
production
 
performance,
 
the
development
 
plans
 
provided
 
by Equinor,
 
and analyses
 
of areas
 
offsetting
 
existing
 
wells
 
with
test
 
or
 
production
 
data,
 
reserves
 
were
 
classified
 
as
 
proved.
 
The
 
proved
 
undeveloped
reserves
 
estimates
 
were
 
based
 
on
 
opportunities
 
identified
 
in
 
the
 
plans
 
of
 
development
provided by Equinor.
Equinor
 
has
 
represented
 
that
 
its
 
senior
 
management
 
is
 
committed
 
to
 
the
development
 
plans
 
provided
 
by
 
Equinor
 
and
 
that
 
Equinor
 
has
 
the
 
financial
 
capability
 
to
execute
 
the
 
development
 
plans,
 
including
 
the
 
drilling
 
and
 
completion
 
of
 
wells
 
and
 
the
installation of equipment and facilities.
When applicable, the volumetric
 
method was used
 
to estimate the
 
original oil in
 
place
(OOIP)
 
and
 
original
 
gas
 
in
 
place
 
(OGIP).
 
Structure
 
maps
 
were
 
prepared
 
to
 
delineate
 
each
reservoir,
 
and
 
isopach
 
maps
 
were
 
constructed
 
to
 
estimate
 
reservoir
 
volume.
 
Electrical
 
logs,
radioactivity logs,
 
core analyses,
 
and other
 
available data
 
were used
 
to prepare
 
these maps
as well as to estimate representative values for porosity
 
and water saturation. When adequate
data were available and when circumstances justified,
 
material-balance and other engineering
methods were used to estimate OOIP and OGIP.
For
 
those
 
fields
 
where
 
the
 
volumetric
 
method
 
was
 
applied,
 
estimates
 
of
 
ultimate
recovery
 
were
 
obtained
 
by
 
applying
 
recovery
 
factors
 
to
 
OOIP
 
and
 
OGIP.
 
These
 
recovery
factors were based on
 
consideration of the type
 
of energy inherent
 
in the reservoirs, analyses
of the petroleum, the
 
structural positions of
 
the reservoirs, and
 
the production histories.
 
When
applicable, material
 
-balance
 
and other
 
engineering methods
 
were used
 
to estimate
 
recovery
factors
 
based
 
on
 
an
 
analysis
 
of
 
reservoir
 
performance,
 
including
 
production
 
rate,
 
reservoir
pressure, and reservoir fluid properties.
For depletion-type reservoirs or those whose performance
 
disclosed a reliable decline
in
 
producing-rate
 
trends
 
or
 
other
 
diagnostic
 
characteristics,
 
reserves
 
were
 
estimated
 
by
 
the
application of appropriate decline-curve
 
or other performance relationships.
 
In the analyses of
production decline
 
curves, reserves
 
were estimated
 
only to
 
the limits
 
of economic
 
production
as defined under
 
the Definition
 
of Reserves
 
heading of
 
this report or
 
to the limit
 
of production
licenses as appropriate.
For
 
the
 
evaluation
 
of
 
unconventional
 
reservoirs,
 
a
 
performance-based
 
methodology
integrating
 
the
 
appropriate
 
geology
 
and
 
petroleum
 
engineering
 
data
 
was
 
utilized
 
for
 
this
6
DeGolyer and MacNaughton
report.
 
Performance-based
 
methodology
 
primarily
 
includes
 
(1) production
 
diagnostics,
 
(2)
decline-curve
 
analysis,
 
and
 
(3)
 
model-based
 
analysis
 
(if
 
necessary,
 
based
 
on
 
availability
 
of
data).
 
Production
 
diagnostics
 
include
 
data
 
quality
 
control,
 
identification
 
of
 
flow
 
regimes,
 
and
characteristic
 
well
 
performance
 
behavior.
 
These
 
analyses
 
were
 
performed
 
for
 
all
 
well
groupings (or type-curve areas).
Characteristic
 
rate-decline
 
profiles
 
from
 
diagnostic
 
interpretation
 
were
 
translated
 
to
modified hyperbolic
 
rate profiles,
 
including one
 
or multiple
 
b-exponent
 
values followed
 
by an
exponential
 
decline.
 
Based
 
on
 
the
 
availability
 
of
 
data,
 
model-based
 
analysis
 
may
 
be
integrated to evaluate
 
long-term decline behavior,
 
the effect of
 
dynamic reservoir and
 
fracture
parameters
 
on
 
well
 
performance,
 
and
 
complex
 
situations
 
sourced
 
by
 
the
 
nature
 
of
unconventional reservoirs.
In certain
 
cases, reserves
 
were estimated
 
by incorporating
 
elements of
 
analogy with
similar wells or reservoirs for which more complete data
 
were available.
Data
 
provided
 
by
 
Equinor
 
from
 
wells
 
drilled
 
through
 
October
 
31,
 
2023,
 
and
 
made
available
 
for
 
this
 
evaluation
 
were
 
used
 
to
 
prepare
 
the
 
reserves
 
estimates
 
herein.
 
These
reserves
 
estimates
 
were
 
based
 
on
 
consideration
 
of
 
monthly
 
production
 
data
 
available
 
for
certain
 
properties
 
only
 
through
 
October
 
2023.
 
Estimated
 
cumulative
 
production,
 
as
 
of
December
 
31,
 
2023,
 
was
 
deducted
 
from
 
the
 
estimated
 
gross
 
ultimate
 
recovery
 
to
 
estimate
gross reserves. This required that production be estimated for up
 
to 2 months.
Oil
 
and
 
condensate
 
reserves
 
estimated
 
herein
 
are those
 
to
 
be
 
recovered
 
by
 
normal
field
 
separation.
 
LPG
 
reserves
 
estimated
 
herein
 
consist
 
primarily
 
of
 
propane
 
and
 
butane
fractions
 
and
 
are
 
the
 
result
 
of
 
low-temperature
 
plant
 
processing.
 
Oil,
 
condensate,
 
and
 
LPG
reserves
 
included
 
in
 
this
 
report
 
are
 
expressed
 
in
 
millions
 
of
 
barrels
 
(10
6
bbl).
 
In
 
these
estimates, 1 barrel equals 42 United States gallons.
Gas quantities
 
estimated herein
 
are expressed
 
as sales
 
gas. Sales
 
gas is defined
 
as
the
 
total
 
gas
 
to
 
be
 
produced
 
from
 
the
 
reservoirs
 
after
 
reduction
 
for
 
shrinkage
 
from
 
field
 
or
platform
 
handling,
 
separation,
 
processing
 
(including
 
liquid
 
removal),
 
fuel
 
usage,
 
flaring,
reinjection,
 
pipeline
 
losses,
 
and
 
onshore
 
processing
 
measured
 
at
 
the
 
point
 
of
 
delivery.
 
Gas
reserves
 
estimated
 
herein
 
are
 
reported
 
as
 
sales
 
gas.
 
Gas
 
quantities
 
are
 
expressed
 
at
 
a
temperature base
 
of 15.6 degrees
 
Celsius (°C)
 
and at a
 
pressure base
 
of 14.696
 
pounds per
square inch
 
absolute (psia).
 
Gas quantities
 
included in
 
this report
 
are expressed
 
in billions
 
of
cubic feet (10
9
ft
3
).
Gas
 
quantities
 
are
 
identified
 
by
 
the
 
type
 
of
 
reservoir
 
from
 
which
 
the
 
gas
 
will
 
be
produced.
 
Nonassociated
 
gas
 
is
 
gas
 
at
 
initial
 
reservoir
 
conditions
 
with
 
no
 
oil
 
present
 
in
 
the
reservoir.
 
Associated gas
 
includes both
 
gas-cap gas
 
and solution gas.
 
Gas-cap gas
 
is gas at
initial reservoir conditions and is
 
in communication with an underlying
 
oil zone. Solution gas is
 
7
DeGolyer and MacNaughton
gas dissolved
 
in oil
 
at initial
 
reservoir conditions.
 
The gas
 
quantities estimated
 
herein consist
of both associated and nonassociated gas reserves.
At the
 
request of
 
Equinor,
 
sales gas
 
reserves estimated
 
herein were
 
converted to
 
oil
equivalent
 
using
 
an
 
energy
 
equivalent
 
factor
 
of
 
5,612.1
 
cubic
 
feet
 
of
 
gas
 
per
 
1 barrel
 
of
 
oil
equivalent.
Primary Economic Assumptions
This report
 
has
 
been
 
prepared
 
using
 
initial
 
prices,
 
expenses,
 
and
 
costs
 
provided
 
by
Equinor
 
in
 
United
 
States
 
dollars
 
(U.S.$).
 
Future
 
prices
 
were
 
estimated
 
using
 
guidelines
established by the SEC
 
and the Financial
 
Accounting Standards Board (FASB).
 
The following
economic assumptions were used for estimating the reserves
 
reported herein:
Oil, Condensate,
 
and LPG Prices
Equinor
 
has
 
represented
 
that
 
the
 
oil,
 
condensate,
 
and
 
LPG
 
prices
were
 
based
 
on
 
a
 
reference
 
price,
 
calculated
 
as
 
the
 
unweighted
arithmetic average
 
of the
 
first-day-of-the-month
 
price for
 
each month
within
 
the
 
12-month
 
period
 
prior
 
to
 
the
 
end
 
of
 
the
 
reporting
 
period,
unless
 
prices
 
are
 
defined
 
by
 
contractual
 
agreements.
 
Equinor
supplied
 
differentials
 
by
 
field
 
to
 
a
 
Brent
 
oil
 
reference
 
price
 
of
U.S.$83.27
 
per
 
barrel
 
and
 
the
 
prices
 
were
 
held
 
constant
 
thereafter.
The
 
volume-weighted
 
average
 
prices
 
attributable
 
to
 
the
 
estimated
proved reserves
 
over the lives
 
of the properties
 
were U.S.$80.86
 
per
barrel
 
of
 
oil,
 
U.S.$72.70
 
per
 
barrel
 
of
 
condensate,
 
and
 
U.S.$40.27
per barrel of LPG.
Gas Prices
Equinor
 
has
 
also
 
represented
 
that
 
the
 
gas
 
prices
 
were
 
based
 
on
 
a
reference
 
price,
 
calculated
 
as
 
the
 
unweighted
 
arithmetic
 
average
 
of
the
 
first-day-of-the-month
 
price
 
for
 
each
 
month
 
within
 
the
 
12-month
period
 
prior
 
to
 
the
 
end
 
of
 
the
 
reporting
 
period,
 
unless
 
prices
 
are
defined
 
by
 
contractual
 
agreements.
 
A
 
significant
 
quantity
 
of
 
the
 
gas
sold
 
by
 
Equinor
 
is
 
subject
 
to
 
contract
 
prices,
 
and
 
the
 
range
 
of
 
such
prices is
 
varied. Where
 
appropriate, Equinor
 
supplied differentials
 
by
field
 
to
 
a
 
Title
 
Transfer
 
Facility
 
gas
 
price
 
index
 
reference
 
price
 
of
U.S.$13.30
 
per
 
million
 
Btu,
 
and
 
the
 
prices
 
were
 
held
 
constant
thereafter.
 
The
 
volume-weighted
 
average
 
price
 
attributable
 
to
 
the
estimated
 
proved
 
reserves
 
over
 
the
 
lives
 
of
 
the
 
properties
 
was
U.S.$11.02 per million
 
Btu of gas.
8
DeGolyer and MacNaughton
Operating Expenses, Capital Costs, and Abandonment Costs
Estimates
 
of
 
operating
 
expenses
 
and
 
future
 
capital
 
expenditures,
provided
 
by
 
Equinor
 
and
 
based
 
on
 
existing
 
economic
 
conditions,
were
 
held
 
constant
 
for
 
the
 
lives
 
of
 
the
 
properties.
 
In
 
certain
 
cases,
future expenditures,
 
either higher
 
or lower than
 
current expenditures,
may
 
have
 
been
 
used
 
because
 
of
 
anticipated
 
changes
 
in
 
operating
conditions,
 
but
 
no
 
general
 
escalation
 
that
 
might
 
result
 
from
 
inflation
was
 
applied.
 
Abandonment
 
costs,
 
which
 
are
 
those
 
costs
 
associated
with
 
the
 
removal
 
of
 
equipment,
 
plugging
 
of
 
wells,
 
and
 
reclamation
and restoration
 
associated
 
with the
 
abandonment,
 
were provided
 
by
Equinor
 
for
 
all
 
properties
 
and
 
were
 
not
 
adjusted
 
for
 
inflation.
Abandonment costs herein
 
are inclusive of
 
costs incurred for
 
existing
wells
 
and
 
facilities
 
as
 
well
 
as
 
those
 
for
 
future
 
development
associated
 
with
 
the
 
proved
 
reserves
 
estimated
 
herein.
 
Operating
expenses, capital
 
costs, and
 
abandonment costs
 
were considered
 
in
determining
 
the
 
economic
 
viability
 
of
 
the
 
undeveloped
 
reserves
estimated herein.
In
 
our
 
opinion,
 
the
 
information
 
relating
 
to
 
estimated
 
proved
 
reserves
 
of
 
oil,
condensate,
 
LPG,
 
and
 
sales
 
gas
 
contained
 
in
 
this
 
report
 
has
 
been
 
prepared
 
in
 
accordance
with
 
Paragraphs
 
932-235-50-4,
 
932-235-50-6,
 
932-235-50-7,
 
and
 
932-235-50-9
 
of
 
the
Accounting
 
Standards
 
Update
 
932-235-50,
Extractive
 
Industries
 
–
 
Oil
 
and
 
Gas
 
(Topic
 
932):
Oil and
 
Gas Reserve
 
Estimation and
 
Disclosures
 
(January 2010)
 
of the
 
FASB
 
and Rules
 
4–
10(a)
 
(1)–(32)
 
of
 
Regulation
 
S–X
 
and
 
Rules 302(b),
 
1201,
 
1202(a)
 
(1),
 
(2),
 
(3),
 
(4),
 
(8),
 
and
1203(a)
 
of
 
Regulation
 
S–K
 
of
 
the
 
SEC;
 
provided,
 
however,
 
that
 
estimates
 
of
 
proved
developed and proved undeveloped reserves are not
 
presented at the beginning of the year.
To
 
the
 
extent
 
that
 
the
 
above-enumerated
 
rules,
 
regulations,
 
and
 
statements
 
require
determinations of
 
an accounting
 
or legal
 
nature, we,
 
as engineers,
 
are necessarily
 
unable to
express an opinion
 
as to whether
 
the above-described
 
information is
 
in accordance therewith
or sufficient therefor.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9
DeGolyer and MacNaughton
Summary of Conclusions
DeGolyer and
 
MacNaughton has
 
performed an
 
independent evaluation
 
of the
 
extent
of
 
the
 
estimated
 
net
 
proved
 
oil,
 
condensate,
 
LPG,
 
and
 
sales
 
gas
 
reserves
 
of
 
certain
properties in which Equinor has represented
 
it holds an interest. Equinor has
 
represented that
its estimated
 
net proved
 
reserves
 
attributable to
 
the evaluated
 
properties were
 
based on
 
the
definition of proved reserves of the
 
SEC. Equinor has represented that
 
its estimates of the net
proved reserves,
 
as of
 
December 31,
 
2023, attributable
 
to these
 
properties, which
 
represent
100
 
percent
 
of
 
Equinor’s
 
reserves
 
on
 
a
 
net
 
equivalent
 
basis,
 
are
 
summarized
 
as
 
follows,
expressed in millions of barrels (10
6
bbl), billions of cubic feet (10
9
ft
3
), and millions of barrels of
oil equivalent (10
6
boe):
Estimated by Equinor
Net Proved Reserves as of December 31, 2023
Oil
(10
6
bbl)
Condensate
(10
6
bbl)
LPG
(10
6
bbl)
Sales
Gas
(10
9
ft
3
)
Oil
Equivalent
(10
6
boe)
Total
 
Proved
2,354.55
29.60
251.20
14,470.92
5,213.87
Note: Sales gas reserves estimated herein were converted to oil equivalent using an
energy equivalent factor of 5,612.1 cubic feet of gas per 1 barrel of oil equivalent.
DeGolyer
 
and
 
MacNaughton’s
 
independent
 
estimates
 
of
 
Equinor’s
 
net
 
proved
reserves,
 
as
 
of
 
December
 
31,
 
2023,
 
attributable
 
to
 
the
 
evaluated
 
properties
 
were
 
based
 
on
the
 
definition
 
of
 
proved
 
reserves
 
of
 
the
 
SEC
 
and
 
are
 
summarized
 
as
 
follows,
 
expressed
 
in
millions
 
of
 
barrels
 
(10
6
bbl),
 
billions
 
of
 
cubic
 
feet
 
(10
9
ft
3
),
 
and
 
millions
 
of
 
barrels
 
of
 
oil
equivalent (10
6
boe):
Estimated by DeGolyer and MacNaughton
Net Proved Reserves as of December 31, 2023
Oil
(10
6
bbl)
Condensate
(10
6
bbl)
LPG
(10
6
bbl)
Sales
Gas
(10
9
ft
3
)
Oil
Equivalent
(10
6
boe)
Total
 
Proved
2,276.39
170.23
280.27
15,104.76
5,418.35
Note: Sales gas reserves estimated herein were converted to oil equivalent using an
energy equivalent factor of 5,612.1 cubic feet of gas per 1 barrel of oil equivalent.
 
10
DeGolyer and MacNaughton
Regnald A. Boles, P.E.
 
Executive Vice President
DeGolyer and MacNaughton
In comparing
 
the detailed
 
net proved
 
reserves
 
estimates
 
prepared
 
by DeGolyer
 
and
MacNaughton
 
and
 
by
 
Equinor,
 
differences
 
have
 
been
 
found,
 
both
 
positive
 
and
 
negative,
resulting
 
in
 
an
 
aggregate
 
difference
 
of
 
3.9
 
percent
 
when
 
compared
 
on
 
the
 
basis
 
of
 
net
equivalent
 
barrels.
 
It
 
is
 
DeGolyer
 
and
 
MacNaughton’s
 
opinion
 
that
 
the
 
net
 
proved
 
reserves
estimates
 
prepared
 
by
 
Equinor
 
on
 
the
 
properties
 
evaluated
 
and
 
referred
 
to
 
above,
 
when
compared
 
on
 
the
 
basis
 
of
 
net
 
equivalent
 
barrels,
 
in
 
aggregate,
 
do
 
not
 
differ
 
materially
 
from
those prepared by DeGolyer and MacNaughton.
While the oil and gas
 
industry may be subject
 
to regulatory changes from
 
time to time
that could
 
affect
 
an
 
industry
 
participant’s
 
ability
 
to recover
 
its reserves,
 
we are
 
not
 
aware
 
of
any such
 
governmental actions
 
which would
 
restrict the
 
recovery of
 
the December
 
31, 2023,
estimated reserves.
DeGolyer and MacNaughton is
 
an independent petroleum engineering
 
consulting firm
that
 
has
 
been
 
providing
 
petroleum
 
consulting
 
services
 
throughout
 
the
 
world
 
since
 
1936.
DeGolyer and
 
MacNaughton does
 
not have
 
any financial
 
interest, including
 
stock ownership,
in
 
Equinor.
 
Our
 
fees
 
were
 
not
 
contingent
 
on
 
the
 
results
 
of
 
our
 
evaluation.
 
This
 
report
 
has
been
 
prepared
 
at
 
the
 
request
 
of
 
Equinor.
 
DeGolyer
 
and
 
MacNaughton
 
has
 
used
 
all
assumptions,
 
data,
 
procedures,
 
and methods
 
that
 
it considers
 
necessary
 
and appropriate
 
to
prepare this report.
Submitted,
DeGOLYER and
 
MacNAUGHTON
Texas
 
Registered Engineering Firm F-716
 
 
DeGolyer and MacNaughton
Regnald A. Boles, P.E.
 
Executive Vice President
DeGolyer and MacNaughton
CERTIFICATE of QUALIFICATION
I,
 
Regnald
 
A.
 
Boles,
 
Petroleum
 
Engineer
 
with
 
DeGolyer
 
and
 
MacNaughton,
5001 Spring Valley
 
Road, Suite 800 East, Dallas, Texas,
 
75244 U.S.A., hereby certify:
1.
 
That I
 
am an
 
Executive Vice
 
President with
 
DeGolyer
 
and MacNaughton,
 
which firm
did
 
prepare
 
the
 
report
 
of
 
third
 
party
 
addressed
 
to
 
Equinor
 
dated
 
February 21, 2024,
and
 
that
 
I,
 
as
 
Executive
 
Vice
 
President,
 
was
 
responsible
 
for
 
the
 
preparation
 
of
 
this
report of third party.
2.
 
That
 
I
 
attended
 
Texas
 
A&M
 
University,
 
and
 
that
 
I
 
graduated
 
with
 
a
 
Bachelor
 
of
Science
 
degree
 
in
 
Petroleum
 
Engineering
 
in
 
the
 
year
 
1983;
 
that
 
I
 
am
 
a
 
Registered
Professional
 
Engineer
 
in
 
the
 
State
 
of
 
Texas;
 
that
 
I
 
am
 
a
 
member
 
of
 
the
 
Society
 
of
Petroleum
 
Engineers,
 
the
 
Society
 
of
 
Petroleum
 
Evaluation
 
Engineers,
 
and
 
the
European
 
Association
 
of
 
Geoscientists
 
&
 
Engineers;
 
and
 
that
 
I
 
have
 
more
 
than
40 years of experience in oil and gas reservoir studies
 
and evaluations.
 
DeGolyer and MacNaughton
TABLE 1
Country
Field
Algeria
In Amenas
In Salah
Angola
Acacia
Cravo
Dalia
Girassol
Kizomba A
Kizomba B
Lirio
Marte
Mondo
Orquidea-Violeta
Perpetua-Hortensia
Plutao
Rosa
Saturno
Saxi-Batuque
Venus
Zinia
Argentina
Bandurria Sur
Azerbaijan
Azeri-Chirag-Gunashli
Azeri-Chirag-Gunashli-ACE
Brazil
Bacalhau Concession
Bacalhau PSA
Peregrino
Raia
Roncador
Canada
Hebron
Hibernia
Hibernia Southern Extension
Libya
Mabruk
Murzuq
Nigeria
Agbami
 
DeGolyer and MacNaughton
TABLE 1
 
–
(Continued)
Country
Field
Norway
Aasta Hansteen
Aerfugl North
Alve
Andvare
Asgard
Bauge
Berling
Breidablikk
Byrding
Eirin
Enoch
Fram
Fram H-North
Fulla
Gina Krog
Goliat
Grane
Gudrun
Gullfaks Area
Gungne
Halten East
Hanz
Heidrun
Hyme
Idun North
Irpa
Ivar Aasen
Johan Castberg
Johan Sverdrup
Kristin
Kristin South Phase 1
Kvitebjorn
Martin Linge
Marulk
Mikkel
Morvin
Munin
Njord
Norne
Ormen Lange
Ormen Lange Phase 3
Orn
Oseberg
Oseberg East
Oseberg South
Sigyn
Skarv
Skuld
TABLE 1
–
(Continued)
Country
 
DeGolyer and MacNaughton
Field
Norway –
(Continued)
Sleipner East
Sleipner West
Snohvit
Snorre
Statfjord
Statfjord East
Statfjord North
Svalin
Sygna
Symra
Tordis
Trestakk
Troll
Tune
Tyrihans
Urd
Utgard
Valemon
Verdande
Vigdis
Visund
Visund South
United Kingdom
Barnacle
Buzzard
Mariner
Rosebank
Statfjord UK
United States
APB North Non-Op
APB Op
APB South Non-Op
Big Foot
Caesar-Tonga
Heidelberg
Jack
Julia
Sparta
St. Malo
Stampede
Tahiti
Titan
Vito
 
Introduction
Equinor 2023 Integrated Annual Report
 
1
 
exhibit154p2i0
 
 
 
 
 
 
 
 
 
 
Introduction
Equinor 2023 Integrated Annual Report
 
2
2023
 
Integrated
 
annual
 
report
 
Introduction
Equinor 2023 Integrated Annual Report
 
3
Chapter overview
About us
An introduction to who we are, our business and our strategy.
Group performance
Group financial and sustainability performance, and our research and innovation activities.
Reporting segment performance
Financial, operational and sustainability performance review and strategic update by our reporting segments.
Financial statements
Consolidated financial statements of the Equinor group and parent company financial statements
 
of Equinor ASA.
Additional information
Complementary sections supporting the total report.
 
Introduction
Equinor 2023 Integrated Annual Report
 
4
Report overview
Introduction
Reporting segment performance
Report overview
Introduction to segmental reporting
Key figures
3.1
Exploration & Production Norway
Key events
3.2
Exploration & Production International
Message to stakeholders
3.3
Exploration & Production USA
About the report
3.4
Marketing, Midstream and Processing
3.5
Renewables
3.6
Other group
About us
1.1
We are Equinor
Financial statements and notes
1.2
Our history
4.1
Consolidated financial statements of the Equinor group
1.3
Our business
4.2
Parent company financial statements
1.4
The world in which we operate
1.5
Our strategy
Additional information
1.6
Progress on our Energy transition plan
 
5.1
Shareholder information
1.7
Our people
5.2
Risk factors
1.8
Engaging with stakeholders
5.3
EU taxonomy
1.9
Governance and risk management
5.4
Additional sustainability information
5.5
Statements on this report incl. independent
 
auditor reports
Group performance
5.6
Use and reconciliation of non-GAAP financial measures
Our 2023 performance
5.7
Terms and abbreviations
2.1
Financial performance
5.8
Forward-looking statements
Strategic financial framework
Our market perspective
Group financial performance
Oil and gas reserves
2.2
Sustainability performance
Sustainability approach
Materiality assessment
Material topics' performance
Always safe
Safe and secure operations
Protecting nature
Respecting human rights
Workforce for the future
High value
Profitable portfolio
Energy provision and value creation for society
Integrity and anti-corruption
Low carbon
Net zero pathway
2.3
Fuelling innovation
 
exhibit154p5i1 exhibit154p5i0
 
Introduction
Equinor 2023 Integrated Annual Report
 
5
Key figures for 2023
Key figures by segment
* For items marked with an asterisk throughout this
 
report, see section 5.6 Use and reconciliation of
 
non-GAAP financial measures.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Introduction
Equinor 2023 Integrated Annual Report
 
6
January
Equinor
 
and
RWE
 
agree MoU to work together to
develop large-scale value chains for low carbon
hydrogen.
 
Equinor
 
is awarded
26
 
new production licences on
the NCS, of which
18
 
as operator.
February
 
Equinor
makes a new oil discovery close to the Troll
Field in the North Sea.
 
March
Equinor
 
signs an agreement to acquire
Suncor
Energy UK Limited
.
 
EU Commission President
 
Ursula von der Leyen,
NATO Secretary General
Jens Stoltenberg and
Norwegian Prime Minister
 
Jonas Gahr Støre visit the
Troll A platform in the North Sea.
April
 
Production starts from the
Bauge
 
subsea field in the
Norwegian Sea.
 
May
Equinor
 
and partners announce final investment
decision for the
Raia
 
project in Brazil.
 
Official opening of the
Njord
 
field.
The
Johan Sverdrup
 
field in the North Sea produces
at increased plateau of 750,000 boe per day.
 
June
Equinor
 
signs long-term LNG purchase agreement
with
Cheniere
. The deliveries will start in 2027 and is
expected to reach 1.75 million tonnes per year
towards the end of this decade.
 
July
 
Equinor
 
acquires Brazilian onshore renewables
company
Rio Energy
 
including selected assets
.
Rio
Energy
is a leading onshore renewables company in
Brazil.
 
August
Hywind Tampen,
the world’s largest floating offshore wind farm
officially opens.
Gullfaks
 
and
Snorre
 
are the first oil and gas fields
in the world to receive power from offshore wind.
Equinor
acquires stake in the
Bayou Bend
 
CCS project.
September
Equinor
 
and
Itacha
Energy
 
take the final investment decision to
progress the
Rosebank
 
field on the UK continental shelf.
October
Dogger Bank
, the world’s largest offshore wind farm, produces
power for the first time, marking a major milestone in the
development of the industry and the transition to a cleaner, more
secure energy system.
Breidablikk
in the North Sea comes on stream ahead of schedule.
 
Equinor
signs new supply agreement for natural gas with
Germany’s major energy company
RWE
.
 
November
Equinor
 
makes a commercially viable gas discovery by the
Gina
Krog
 
field in the North Sea.
Equinor
enters into agreement to sell its Nigerian interests to
Chappal Energies.
December
Equinor
enters into an agreement to acquire
Shell’s
equity and
operatorship of the
Linnorm
 
discovery in the Norwegian Sea.
Equinor
 
and Germany’s
SEFE
 
enter into long-term gas sales
agreements and pursue large scale hydrogen supplies.
Equinor
and operating co-owner,
Shell Offshore Inc
, reach the
final investment decision for Sparta, an oil field in the US Gulf of
Mexico.
Equinor
signs an agreement to sell its interests in Azerbaijan to
SOCAR
.
Key events
 
 
 
 
 
 
 
 
 
 
 
Introduction
Equinor 2023 Integrated Annual Report
 
7
Message to stakeholders
 
2023 was marked by energy markets becoming more complex and less predictable. Against the backdrop
 
of geopolitical
instability, supply chain
 
bottlenecks and inflation, energy companies face difficult trade-offs in delivering reliable,
affordable and sustainable energy.
 
As the largest energy provider to Europe, Equinor continues to develop its broad
portfolio to contribute to energy security.
 
Our ambition is to be a leading company in the energy transition.
 
Safety is our number one priority.
 
Over the years, our safety performance has seen a positive trend. In 2023, the
serious incident frequency per million hours worked (SIF) was 0.4. The number of serious incidents were measured at
the lowest level so far. Tragically,
 
however, we had a fatality on a contracted tanker in Malaysia.
 
We also recorded two
incidents with major accident potential. This is a stark reminder of the importance of our continuous improvement
 
effort
to ensure that all our people return safely home from work. To
 
safeguard our people and to meet increased geopolitical
tensions and security risks, we have further reinforced the protection of assets and operations.
In 2023, we delivered strong financial results, with adjusted earnings* of USD 36 billion before tax. This is
 
the second-
best result in the history of the company,
 
only beaten by the record results of 2022. The delivery of a solid global
operational performance in 2023 resulted in a total liquids and gas production of around 2,100 mboe per day,
 
a 2.1%
growth from 2022. The strong cash flow and competitive capital distribution in the year of USD 17 billion,
 
including share
buy backs, support our goal of creating shareholder value.
 
We continued to optimise the oil and gas portfolio, both in Norway and internationally,
 
delivering strong results. Equinor
expects to deliver above 5% production growth for oil and gas from 2023 – 2026 and maintain production of around 2
million barrels per day in 2030. The outlook for Norwegian continental shelf is extended, expecting around 1.2 million
barrels a day in 2035. With major projects under development, the cash flow from the international portfolio is expected
to increase by 50% by 2030. With a robust financial position, we are well positioned for growth and transition.
The year included several milestones for the company.
 
The investment decisions on Raia and Rosebank, and the
increased ownership in the Linnorm discovery,
 
show how we continued to optimise our oil and gas portfolio. The
acquisition of an interest in Bayou Bend and continued maturation of carbon capture and storage projects shows
 
how
we create new market opportunities in low carbon solutions. The long-term gas sales agreement with SEFE (Germany’s
state-owned energy company) is one of the largest gas sales agreements that we have made, demonstrating the long-
term attractiveness of natural gas to Europe. Finally,
 
first power from Dogger Bank, the world’s biggest offshore wind
farm, and the opening of the floating wind farm Hywind Tampen,
 
demonstrate our capabilities to create high value
growth in renewables.
For Equinor’s energy transition, 2023 was marked by a focus on capacity building. Last year,
 
20% of our investments
were directed towards renewables and low carbon solutions. We are on track to reach our ambition
 
to invest more than
50% in profitable renewables and low carbon solutions by 2030. We also strengthened our renewables portfolio,
 
adding
8 GW to our renewables pipeline. Important milestones were the acquisitions of onshore renewables platforms BeGreen
and Rio Energy. In the short term, we will
 
see an increase in oil and gas production, but the company will alongside
provide a broader energy offering.
Oil and gas will continue to be the foundation for our value creation,
supplying the energy needed and contributing to
energy security. We
 
will continue to reduce emissions from the production of oil and gas and developing a pipeline of
renewable and low carbon projects. With this we will increase both the production of low carbon energy and our
capacity for CO
2
 
transport and storage. We are delivering the energy needed today,
 
while developing the energy
solutions for tomorrow.
In 2023, we welcomed over 2,000 new employees to the company,
 
renewing competence and replacing retirement. The
energy transition requires skills and dedication, and we are proud of the strong efforts made
 
across Equinor to deliver
our results. We would also like to thank Equinor’s shareholders for their continued investments and commitment.
 
Jon Erik Reinhardsen, Chair of the board
Anders Opedal, President and CEO
 
Introduction
Equinor 2023 Integrated Annual Report
 
8
About the report
 
Equinor Integrated annual report for 2023
We release for the second time an integrated annual report for the full year of 2023, combining financial and
 
sustainability reporting
into a single report. The integration reflects the increasing importance of sustainability for the company's operational
 
and financial
performance. This format aligns reporting with Taskforce on Climate-related Financial Disclosure (TCFD) and requirements from the
European Union (EU) under the Corporate Sustainability Reporting Directive (CSRD).
This report presents the
●
Board of director’s report (Chapters 0-3 and Chapter 5 excluding sections 5.4, 5.7,
 
5.8)
●
Consolidated financial statements of the Equinor group (section 4.1)
●
Parent company financial statements of Equinor ASA (section 4.2)
●
The company’s sustainability reporting, prepared in accordance with the Global Reporting Initiative (GRI) Standards.
●
Communication on Progress to the UN Global Compact (advanced reporting level)
●
Statement on equality and anti-discrimination (section 2.2 Workforce for the future, Diversity and inclusion)
Other 2023 Reporting published on equinor.com/reports
●
Remuneration report, incl. 2021 Remuneration policy
●
Oil and gas reserves report
●
Payments to governments
●
Board statement on Corporate governance
●
Annual report on Form 20-F
●
Integrated annual report – Norwegian (XBRL data ESEF)
●
Human rights statement
●
GRI and WEF index
●
UK modern slavery statement
●
Equinor datahub (ESG reporting centre)
This publication constitutes the Statutory annual report in accordance with Norwegian requirements
 
for Equinor ASA for the year
ended 31 December 2023. The Integrated annual report is filed with the Norwegian Register of company
 
accounts. The version
prepared in accordance with the European Single Electronic Format (“ESEF”), filed with Oslo
 
Børs, is the official version of the
Company’s Integrated Annual report, and the ESEF version prevails in case of any questions or
 
conflicts to other versions. Further
information on the boundary conditions for sustainability data can be found in section 5.4 Additional
 
sustainability information.
This report should be read in conjunction with the cautionary statement in section 5.8 Forward-looking
 
statements.
The Integrated annual report may be downloaded from Equinor’s website at www.equinor.com/reports. References in this document
or other documents to Equinor’s website are included as an aid to their location
 
and are not incorporated by reference into this
document.
 
 
About us
Equinor 2023 Integrated Annual Report
 
9
 
About
 
us
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
We are Equinor
Our history
Our business
The world in which we operate in
Our strategy
Progress on our Energy transition plan
Our people
Engaging with stakeholders
Governance and risk management
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
10
1.1 We are Equinor
We are an international energy company, headquartered in Stavanger,
 
Norway. Our portfolio encompasses oil and
gas, renewables and low carbon solutions.
Around 23,000
employees in
around 30
countries.
A leading offshore
oil and gas
operator.
The largest single
supplier of energy
to Europe.
 
A competitive
developer and
operator in offshore
and onshore
renewables.
Driven by our
purpose
Turning natural resources into energy for people and progress for society
Deliver on our
ambition
To
 
be a leading company in the energy transition
Guided by our
values
●
 
Open
●
 
Courageous
●
 
Collaborative
●
 
Caring
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
11
1.2 Our history
 
1970s
A foundation for the future
Equinor, formerly Statoil, was founded on 18 September 1972. Our role was to be the state’s financial, commercial
and industrial instrument in the development of the Norwegian oil and gas resources. In the
 
early years, our
operations were focused on the exploration, development and production of oil and gas assets
 
on the NCS. By 1979,
the Statfjord field was discovered in the North Sea and production commenced.
 
1980s
An offshore pioneer
The 1980s was a decade of strong growth, with discoveries and the development of large
 
fields on the NCS. In 1981,
we gained operatorship of the Gullfaks development in the North Sea, as the first Norwegian
 
operator. In 1987
Equinor took over the operatorship of Statfjord.
 
1990s
An international player
In the 1990s Equinor grew internationally. We became a major supplier to the European gas market, entering large-
sales contracts for the development and operation of gas transport systems and terminals. In
 
1992 Equinor entered
an alliance with BP to grow internationally. We expanded manufacturing and marketing across Scandinavia and
established a comprehensive network of service stations. Statoil fuel and retail was later listed and fully
 
divested in
2012.
2000s
An ambitious and innovative operator
In 2001, we were listed on Oslo Børs and New York Stock Exchange under the name Statoil ASA, with the
Norwegian State retaining a 67% stake. In 2007, Statoil merged with Norsk Hydro's
 
oil and gas division. By the end
of the decade, Equinor’s international exploration and partnerships included Angola,
 
Algeria, Brazil, Canada,
Tanzania and onshore and offshore in the US.
 
2010s
An eye to the future
The 2010s started with international growth, with acquisitions leading to a large position in
 
the growing production
onshore in the US and the start-up of the Peregrino field in 2011, making us an operator in Brazil. Later, we began
positioning ourselves for the energy transition, announcing a strategy to become a broader energy company
 
in 2017.
At the AGM in 2018 Statoil ASA became Equinor ASA, reflecting the strategic direction.
 
In October 2019 the Johan
Sverdrup field came on stream – powered by electricity from shore, it is one of the world’s most carbon-efficient
fields.
 
2020s
A leading company in the energy transition
For the 2020s, Equinor set out its ambition to become a net-zero company by 2050. In 2022, Equinor
 
presented its
Energy transitional plan. This action plan includes the short- and medium-term actions necessary to
 
realise our
ambition of becoming a net zero company. The plan was endorsed with 97.5% shareholder vote at our annual
general meeting in 2022.
 
 
 
 
exhibit154p12i0 exhibit154p12i1
About us
Equinor 2023 Integrated Annual Report
 
12
1.3
 
Our business
 
Equinor is present in around 30 countries around the world.
A broader energy offering – our current and future value chains
 
We deliver energy to customers through optimising our oil and gas portfolio, high value growth in renewables
 
and new market
opportunities in low carbon solutions. This is a non-exhaustive illustration of Equinor’s
 
current and future value chains. The aim is to
illustrate our business activities that deliver the energy needed today while developing a broader
 
energy offering for tomorrow.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
13
Four main areas of operation
Oil and gas
We produce around two million barrels of oil equivalent daily. Two thirds of our equity
production comes from the NCS. Equinor operates around 70% of the total Norwegian oil
and gas production. One third of the equity production comes from outside of Norway, a
share that is expected to increase over the coming years. The Peregrino field in Brazil and
the Mariner field in the UK are our largest operatorships outside of Norway.
Refining, processing
and marketing
Our refinery, processing plants and terminals transform crude oil and natural gas into
everyday commodities such as petrol, diesel, heating oil and consumer-ready natural gas.
The transportation, marketing, and trading of our products maximises value creation. Most of
our output is exported to continental Europe, but we also export to the UK, North America
and Asia.
Equinor also markets and sells the Norwegian State’s share of the natural gas and crude oil
produced on the NCS. Danske Commodities is a leading energy trading house fully owned
by Equinor.
Renewable energy
Equinor currently provides more than one million European homes with renewable power.
We develop some of the world's largest offshore wind farms, located in Europe and the US,
and are in the process of building positions within onshore renewable and energy storage in
the UK, the US, Poland, Denmark and Brazil. By 2030, we aim to have grown
 
our installed
renewables capacity from 2023’s 0.9 GW to 12-16 GW.
Carbon capture and
storage (CCS)
Equinor is pursuing new business models to make carbon capture, transport and storage
commercially viable. We have decades of experience from CCS projects of various sizes,
successfully maturing the technology from the Research & Development (R&D) stage
 
to
operations. We are progressing on the CO
2
 
transport and storage projects Northern Lights
and Smeaheia in Norway and Bayou Bend in the US.
A strong competitive position
A technology leader
We have a strong and proven ability to develop and apply new technologies and digital
solutions. As we pursue our ambition to be a leading company in the energy transition,
technology leadership will be a key enabler.
An offshore pioneer
Our fifty years of experience of building the oil and gas industry in Norway represents a
competitive advantage for the company today. Examples of our work include piped gas
infrastructure network, and the world’s first subsea gas compression plant. Equinor is a
global offshore wind major and the world’s leading floating offshore wind developer and
operator.
An early mover and
industry shaper
We seek to create value as an early mover and industry shaper. Examples of our approach
include the development of CCS at the Sleipner field in the 1990s and the testing
 
of floating
offshore wind for the Hywind demo in the 2000s – which have contributed to our latest
technology developments of Northern Lights and Hywind Tampen.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
14
Six business areas
Exploration &
Production Norway
(EPN)
EPN is responsible for the exploration and extraction of crude oil, natural gas, and natural
gas liquids on the Norwegian continental shelf. As operator and partner, EPN aims to
manage resources in a safe and efficient manner, creating value for our owners, suppliers,
and Norwegian society. EPN is applying digital technologies and solutions to achieve higher
recovery rates, energy efficiency, lower costs and reduced emissions.
Exploration &
Production International
(EPI)
EPI is responsible for our international exploration and production activities and manages
upstream activities in countries outside of Norway. It has operations across five continents,
covering offshore and onshore exploration and extraction of crude oil, natural gas, and
natural gas liquids, and implements rigorous safety, security and sustainability standards,
alongside technological innovations. EPI intends to build a competitive international portfolio,
including through partner-operated activities.
Renewables (REN)
REN is responsible for Equinor’s offshore and onshore wind farms, solar plants, other forms
of renewable energy, green hydrogen and energy storage. Equinor is evolving into an
integrated power producer with a diversified power portfolio by combining Equinor’s wider
energy expertise, project delivery capabilities, and ability to integrate technological solutions.
Marketing, Midstream. &
Processing (MMP)
MMP aims to maximise value creation in Equinor’s global midstream and downstream
positions. It is responsible for the global marketing and trading of crude oil, petroleum
products, natural gas, electric power and green certificates, including marketing of the
Norwegian State’s natural gas and crude oil resources from the NCS. It also manages
onshore plants and transportation, and the development of value chains to ensure flow
assurance for Equinor’s upstream production. Low-carbon solutions, such as carbon capture
and storage and hydrogen and marketing of these services are also a part of MMP’s remit.
Projects, Drilling &
Procurement (PDP)
PDP is responsible for the global project portfolio, well deliveries, and procurement and
supply chain management across Equinor. It aims to deliver safe, secure, and efficient
project development and well construction, founded on world-class project execution and
technology excellence. PDP utilises innovative technologies, digital solutions, and carbon-
efficient concepts to shape a competitive project portfolio at the forefront of the energy
transition. Value is created through a simplified and standardised fit-for-purpose approach to
project delivery.
Technology,
 
Digital &
Innovation (TDI)
TDI is responsible for developing technology to help Equinor reach its business targets and
ambitions within oil and gas, renewables and low carbon solutions. In addition, TDI is
identifying, testing and scaling new business opportunities supporting the energy transition
through venturing and strategic partnerships. It also has the corporate digital and IT
responsibility for daily operations and for enabling the company to onboard innovative
solutions to digitise and automate operations. Research and collaboration with universities
and external innovation hubs is part of TDI.
 
 
exhibit154p15i0
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
15
1.4 The world in which we operate
In recent years, energy markets have become significantly
 
more complex and less predictable. Although society
continues to take major steps forward in the transition
 
towards lower carbon energy sources, recent geopolitical
uncertainty and economic headwinds present new challenges
 
to delivering energy security,
 
energy affordability
and energy sustainability.
 
Solving this “energy trilemma” (see diagram) requires
 
that policy makers, industries and
consumers work together to find the best short and long-term
 
balance between its three dimensions.
As countries look to find the best balance across these three dimensions,
 
they are pushed to make trade-offs
between them. For example, in 2022 and 2023, the war
 
in Ukraine demanded trade-offs from sustainability
towards security and affordability.
 
It is therefore necessary for energy companies, including
 
Equinor, to adapt
accordingly, while pursuing
 
a resilient long-term business strategy on the journey
 
towards a low-carbon future.
 
Key considerations include:
 
●
A need to respond to a challenging geopolitical situation
 
The turbulent geopolitical environment including wars in Ukraine
 
and the Middle East, and the increased
tensions between the US and China has led to a somewhat
 
reprioritised focal point in the trilemma. The
weaponisation of energy means that energy projects and assets
 
require additional physical and cybersecurity,
as well as alternative supply sources. The urgency for
 
Europe to rapidly replace Russian oil and gas has
necessitated increased supply from producers in other regions,
 
but also impacted emissions, industrial activity
and economic growth.
 
●
A lack of stable decarbonisation policies and commercial
 
frameworks
 
Whilst the energy transition creates business opportunities for
 
new technologies and value chains, the
supporting policies and frameworks needed to drive large
 
scale investment are lagging in many countries and
regions. Choosing where to invest and how fast to transition
 
therefore pose significant strategic risk which
must be balanced with needs for financial stability,
 
resilience, and shareholder value.
 
●
An added incentive to accelerate renewables growth
 
In parallel with meeting short-term energy supply needs,
 
and to increase energy security,
 
there is an
accelerated drive to transition into renewable energy.
 
This presents long-term business opportunities for
energy companies, but the faster pace may increase reliance
 
on currently non-diversified supply chains with
lower standards of social and environmental practices
 
(e.g. human rights).
 
●
An acute cost-of-living crisis could have broad fallout
 
Energy affordability remains a key concern for many,
 
potentially leading to social unrest and policy
backtracking on decarbonisation ambitions, and poses
 
uncertainties for investors in terms of future political
The energy trilemma
 
Energy affordability
 
– access to affordable energy for
domestic and commercial use
Energy security
– capacity to meet current and future energy
demand while maintaining resilience to system shocks
Energy decarbonisation
 
– transition towards lower carbon
energy systems through substituting use of fossil fuels and
increase energy efficiency.
 
 
About us
Equinor 2023 Integrated Annual Report
 
16
intervention. Inflation levels were high in most regions in 2023
 
and growing activity across the energy industry
means that many sectors are capacity constrained and
 
experiencing supply chain pressures.
 
Despite global challenges, Equinor’s strategic beliefs stand firm. The
 
energy industry has a key role to play in
the energy transition, and oil and gas will continue to be
 
needed for while the transition happens on the back
of massive investments.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
17
1.5 Our strategy
The world’s energy systems are in a transition to meet the challenge of climate change. As Equinor transforms, we must strike
the right balance between being a safe and reliable provider of energy and generating cash flow to enable the energy
transition, while supporting our purpose of providing energy and progress to society and continuing to be an attractive
investment for our shareholders. We have a strong financial position and a solid balance sheet. This enables us to seize
opportunities provided by the energy transition. Despite the current turbulence, our strategic beliefs - the foundation of our
strategy - remain firm.
Our strategic beliefs
Creating value through
the energy transition
Net-zero ambition gives
rise to new industry
opportunities
Technological excellence
and innovation will define
winners.
The emerging market
dynamics put margins
under pressure.
Fast, structural changes
can create new localised
business models and
offer new ways for
consumers to access
energy. Oil and gas will
stay in our long-term
energy mix, but only the
most robust upstream
projects can be expected
to be developed, and
carbon considerations will
continue to influence all
our portfolio choices. For
renewables and low
carbon solutions, close
collaboration with
customers, regulators and
industry will be key to
develop new markets and
lay the foundation for
future value creation.
 
Climate change and the
energy transition have
become mainstream
concerns for
governments, societies
and investors. Therefore,
functioning markets for
low carbon solutions will
emerge and new
opportunities will arise for
developers of these
solutions. As policy and
regulations shape energy
markets, the social
licence to operate and the
ability to run a profitable
business will be closely
tied to how companies act
on their net-zero
ambitions.
As the magnitude and
speed of change intensify,
technology, digitisation
and innovation will be key
enablers. New ways of
working will evolve. We
will continue to build on
our existing competence
and experience and
develop capabilities in
new areas. A culture of
innovation, learning and
empowerment is needed
to stay competitive.
 
Worldwide energy
demand is expected to
grow in the short to
medium term. However,
an abundance of energy
from intermittent sources
could lead to an
increased volatility in
energy prices, exposing
the industry to new
competition and
increasing the pressure
on margins. The energy
landscape is
transforming, with
innovative technologies,
new customers, new
competitors, and new
ways of creating value.
 
Our strategic pillars – embedded in everything we do
Always safe
High value
Low carbon
●
 
Safeguarding our people
●
 
Protecting our assets
●
 
Committed to a just
transition
●
 
Competitive at all times
●
 
Value creation through the
transition
●
 
Reducing own emissions
●
 
Increasing investments in
renewables and low
carbon solutions
 
 
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
18
How we will get there – our strategic focus areas
Optimised oil & gas portfolio
High-value growth in renewables
New market opportunities in low-
carbon solutions
We expect our oil and gas portfolio
to continue to provide strong free
cash flow for many years. Equinor
will pursue activities where we have
the competence, experience, scale,
and an overall competitive
advantage to secure a leadership
position.
We are focusing on high-value
growth in renewables, both onshore
and offshore, aiming to deliver
above 65 TWh from renewables
power generation by 2035.
 
We are actively contributing to
maturing CCS and hydrogen
markets, aiming for a market share
of 25% for storage and 10% for
hydrogen by 2030.
 
 
 
 
 
 
 
 
exhibit154p19i2
 
 
 
 
 
 
exhibit154p19i1
 
 
 
 
 
exhibit154p19i0
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Equinor 2023 Integrated Annual Report
 
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Equinor’s 2023 material topics
Our material topics are linked to our strategic pillars: always safe, high value and low carbon. We have identified eight material
 
topics
that we believe are key to delivering on our strategy. In line with the concept of double materiality, these are topics that may
significantly affect our financial or operational performance, or that may significantly impact societies and
 
ecosystems in which we
operate. In section 2.2, we provide more detail on each of these eight topics, their significance for
 
Equinor and our stakeholders, the
way we manage them, the metrics we use to monitor progress, and our performance in 2023.
Profitable portfolio:
 
Portfolio development and composition to ensure ongoing profitability with
 
risk assessment and
management of current asset base
.
Energy provision and value creation for society:
Securing energy supply and generating revenue, job opportunities and
economic prosperity through local employment, procurement and taxes.
Integrity and anti-corruption:
 
Preventing corruption and ensuring ethical business culture across the company.
 
Net zero pathway
:
 
Reducing greenhouse gas emissions towards net-zero by 2050, including emissions from
 
the use of our
products.
Safe and secure operations:
 
Ensuring the health, safety and security of people, environment and assets.
Protecting nature:
Preventing the loss of and enhancing biodiversity in areas where Equinor operates.
Respecting human rights:
Respecting human rights in Equinor’s own activities and supply chain.
Workforce for the future:
Building a future-resilient, diverse and inclusive workplace with equal opportunities
 
and human
capital development, and where people can unlock their potential.
 
 
 
exhibit154p20i0
About us
Equinor 2023 Integrated Annual Report
 
20
1.6 Progress on our Energy transition plan
 
Our Energy transition plan, published in 2022, outlines
 
the measures that will allow us to deliver on our
net-zero ambition. It includes ambitions and actions for
 
how to reduce emissions, build a
renewables portfolio and develop low carbon solutions.
 
Each year, we provide
 
an update on the
company’s progress.
 
 
For our Energy transition plan, 2023 was a year of execution
 
and capacity building against a backdrop of
continuing energy security concerns and new market
 
challenges.
 
Status on our Energy transition plan in 2023
 
On an annual basis, we saw mixed progress towards our main climate
 
ambitions. Operational factors and market
dynamics negatively affected our metrics for emissions
 
reductions and progress toward net zero, while increased
gross capital expenditure*
 
towards renewables and low carbon solutions shows continued
 
progress on the leading
indicator of investment. As we simultaneously deliver on
 
the energy needs of today and work on building the
energy system of the future, it is important to maintain
 
a multiyear perspective. Our transition journey will not
 
be
linear, but the direction is clear.
 
The ambitions in our Energy transition plan remain
 
firm and we remain focused on
delivering on our strategic aim to be a net zero company
 
by 2050.
 
Acting on our emissions
 
Our ambition is to reduce emissions from our own operations
 
by 50% by 2030 compared to 2015 levels.
We aim for at least 90% of this ambition to be realised
 
by absolute emission reductions.
In 2023, our total scope 1 and 2 operated greenhouse
 
gas (GHG) emissions were 11.6
 
million tonnes CO2e,
which is 30% lower than in base year 2015 and 0.2 million tonnes
 
higher than in 2022. The resumption of the
Hammerfest LNG facility in Norway and the return to normal
 
full-year production at the Peregrino oil field in Brazil
were the main contributors to the increase in operated
 
emissions.
 
 
Notable achievements toward emissions reductions from the operated
 
portfolio included the start-up of Hywind
Tampen,
 
the world's first floating wind installation in the Norwegian
 
North Sea, which supplies energy to the
Gullfaks A and Snorre fields, and the electrification of the Gina
 
Krog field with power from shore. Additionally,
 
the
approval of the Snøhvit Future project by the Norwegian
 
government was a major milestone. The project aims
 
to
fully electrify the Hammerfest LNG facility by 2030, resulting
 
in an approximate annual reduction of 850,000
 
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
21
tonnes of CO2 emissions. As outlined in our Energy transition
 
plan, rapid reductions in operated emissions from
our oil and gas activities in Norway depend on the availability
 
of, and access to, electricity supplies.
 
 
In 2023, we maintained our focus on the carbon efficiency
 
of our upstream production. Upstream CO2 intensity
was 6.7kg CO2/boe, which is a slight improvement from the
 
level achieved in 2022 and below our target of 7.0kg
CO2/boe for 2025. We remain on track to achieve
 
our ambition of 6.0kg CO2/boe in 2030. The
 
average methane
intensity of our operated assets held steady at 0.02%,
 
roughly one-tenth of the OGCI (Oil and Gas Climate
Imitative) industry average of 0.2%.
 
Key figures
6.7 KG/BOE
CO2 upstream intensity.
 
Scope 1 CO2 emissions, Equinor operated, 100% basis
30 PERCENT
Reduction in scope 1 + 2 operated emissions
 
since 2015
Investing in the transition
We are targeting high-value growth in renewables.
 
Our ambition is that over 50% of our annual gross
capex will be invested in renewables and low carbon
 
solution by 2030, and 30% by 2025, subject to
availability of robust projects.
In 2023 we invested 20% of our gross capex* into renewable
 
energy and low carbon solutions, which is a 50%
increase from the previous year.
 
The majority of these investments were allocated
 
to renewables, with the
remainder allocated to our Northern Lights Carbon Capture and
 
Storage (CCS) project. The figure does not
include investments into abatement projects for the decarbonisation
 
of our oil and gas production. As Equinor
grows and transforms, we expect to invest more to renewables
 
and low carbon solutions, subject to an attractive
sufficient access to opportunities and to deliver
 
profitable growth.
 
Our investment strategy paves the way to a broader energy
 
mix for the company.
 
While less than one percent of
the total energy we delivered in 2023 was from renewables
 
and low carbon solutions such as hydrogen, this figure
is estimated to reach between 8-10% in 2030 and between
 
15-20% in 2035
1
.
 
Advancing towards net zero
 
Our ambition is to reduce the net carbon intensity (NCI)
 
of the energy we provide by 20% by 2030. This
ambition includes scope 3 emissions from the use
 
of sold products.
 
In 2023, the NCI of the energy provided by Equinor was
 
67gCO2e/ MJ, which is a one percentage point increase
compared to 2022 and a 1% decrease compared to the 2019
 
baseline year. The
 
year-on-year rise is attributable
to an increase in the ratio of oil to gas in our production portfolio
 
as the energy security crisis in Europe stabilised
and the extraordinary increase in demand for Equinor’s gas seen
 
in 2022 subsided. An increase in the overall oil
and gas production from 2,039 thousand barrels of oil equivalent per
 
day (mboe/d) in 2022 to 2,082 (mboe/d) in
2023, resulted in a 3 % increase in absolute scope 3
 
emissions to 250 million tonnes.
1
 
Using a fossil equivalency basis for renewable energy
 
exhibit154p22i0 exhibit154p22i2 exhibit154p22i1
About us
Equinor 2023 Integrated Annual Report
 
22
Key figures
8 GW
Renewables pipeline additions Equinor share, unrisked
9 MTPA
CCS storage volumes added, equity to Equinor
While renewables represented a small fraction of our total
 
energy output in 2023, we made progress in building a
foundation for these sources to play an increasingly important
 
role in our future portfolio as a broad energy
company. In October,
 
we achieved a significant milestone in the UK, with the
 
first power delivery from Dogger
Bank, which is set to become the world's largest offshore
 
wind farm when all phases of the project are complete.
Our acquisition of Rio Energy,
 
a leading onshore renewables company in Brazil,
 
and the closing of the acquisition
of Danish solar company BeGreen, added around 8 GW
 
of capacity to our pipeline in 2023.
In addition to progress on renewables, we saw an increase in
 
the volume of CO2 stored from our operated assets
Snøhvit and Sleipner in 2023 to 0.8 million tonnes,
 
up from 0.5 million tonnes in 2022. Accumulated, Equinor
 
has
stored 27.1 million tonnes of CO2 on the NCS since 1996.
 
We saw two major developments in our CCS portfolio
in 2023. Our acquisition of a 25% stake in Bayou Bend,
 
a major CCS project in the US Gulf Coast with gross
potential storage resources of more than a billion metric
 
tonnes, provides us with an opportunity to engage in the
decarbonisation of a key industrial region and adds 5 million tonnes
 
per annum (mtpa) of transport and storage to
our portfolio. In the UK, Equinor and its partners secured additional
 
CCS storage licenses in the Northern
Endurance Partnership, adding up to 4mtpa to our annual storage capacity
 
in the project, which comprises six
CO2 storage sites in the southern North Sea. These projects
 
will be important contributors to our increased
ambition of 30-50mtpa of transport and CO2 storage by
 
2035.
 
 
 
 
 
exhibit154p23i1 exhibit154p23i0
About us
Equinor 2023 Integrated Annual Report
 
23
 
As deployment of renewables
 
and CCS accelerates in the coming years, we expect
 
to see greater progress in
NCI reductions, with the majority of progress towards the 20% reduction
 
ambition in 2030 expected in the second
half of this decade.
As outlined in our Energy transition plan, the transition
 
will require an approach that takes account of impacts on
our employees, nature, and society.
 
In this respect, 2023 was also a year of capacity
 
building. The launch of our
new renewables organisation in May,
 
aimed at focusing the competence and capacity needed to
 
maximise value
creation in our fastest growing business area, resulted in
 
a 94% increase in the number of colleagues formally
working in renewables, with most reallocated from roles
 
in other parts of the company.
 
On nature, we continued to
expand our activities, including implementation of site-specific inventories
 
of key biodiversity features for 35
existing sites. In 2023, we also continued to integrate human
 
rights practices into the way we work, including
engagement with peers and suppliers to address systemic
 
issues, the development of new internal monitoring
indicators for forced labour in our supply chain, and adoption
 
of global Equinor working requirements for human
rights due diligence.
Relevant information:
 
●
 
The energy transition plan
 
●
 
Biodiversity position
●
 
Human Rights Policy
●
 
A just energy transition
 
 
About us
Equinor 2023 Integrated Annual Report
 
24
1.7 Our people
 
At Equinor, our people are our most valued resource. Every individual makes a difference by contributing their skills, experiences,
ideas, and perspectives to the common goals of delivering reliable energy and reaching net zero
 
by 2050.
Our culture is firmly rooted in a shared understanding that safety is our number one priority. Our values guide us in how we work and
deliver on our goals together. We have clear requirements and expectations towards our employees to ensure that our company
culture continues to develop and thrive.
We work systematically to integrate diversity and inclusion (D&I) in our human resources (HR) processes, from recruitment, career
development, and succession planning to leadership deployment.
Developing our people capabilities
In 2023, we further strengthened our workforce planning process in collaboration with leaders
 
and employee representatives. The
reinforced framework aims to ensure a robust connection between our strategy, business plans, and the development of people’s
capabilities. We continuously address gaps between current and future workforce needs using various tools
 
and new technologies.
Our recruitment strategies comply with statutory requirements for the use of temporary hires.
Focusing on both short-term and long-term development planning, we enable employees to
 
cultivate the necessary skills to meet
present and future objectives. Our ongoing performance development process, based on continuous feedback,
 
allows leaders and
employees to prioritise and align their expectations throughout the year.
Building and utilising our collective competence
Our collective competence is a key enabler for Equinor to deliver on current and future
 
ambitions. Employees have opportunities to
learn and grow through our Equinor university courses, partnerships with top universities
 
for training and research, and our internal job
market. We monitor the participation of all formal learning to secure continuous management focus and a relevant
 
learning portfolio.
Creating a great place to work
In Equinor, everyone is involved in the development of the company. This includes internal cross-functional collaboration, liaising with
union representatives and safety delegates according to local law and practice, and following
 
up on the results from our annual global
people survey (GPS). We respect employees’ rights to organise and to voice their opinions, and we have the same
 
clear expectations
for our suppliers and partners. In 2023, union representatives and safety delegates were
 
involved in discussions on the further
optimisation of our operating model, the hire-in regulations in Norway, and model for career development in the company.
In 2023, we worked further on implementing our flexible work principles. Our continuous goal
 
is to achieve a good balance in
supporting the diverse needs of our people in their daily working lives and ensuring that time
 
and effort are directed to prioritised
activities.
Performance and reward framework
 
In Equinor, how we deliver is as important as what we deliver. Our performance and reward framework measures progress and
results, and rewards individual performance in a holistic way, attributing equal weight to business delivery and behaviour. The
performance of the CEO, his direct reports and Equinor’s broader
 
leadership is assessed based on results within a wide range of
behavioral, financial, operational and sustainability topics.
A comprehensive set of performance indicators and monitoring reports are made available to all
 
employees in Equinor’s management
information system. The performing indicators are reported on a regular basis from operational levels
 
to the governing bodies to
ensure transparency in risk and performance management – this is how we keep employees accountable
 
for the development of our
company.
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
25
1.8 Engaging with stakeholders
Throughout 2023, we regularly engaged with stakeholders, such as governments, regulators, business
 
partners, suppliers and local
communities. Broadly, the aim is to help us build support for policies that align with our strategy, as well as to create value in
collaboration with partners, suppliers and local communities.
 
 
Engaging with policymakers
 
Equinor engages with policymakers to ensure our license to operate, to express our position
 
on important industry issues, and to
promote policies in line with our strategy and our Energy transition plan. We have a dialogue with government through
 
our Chairman,
Chief Executive Officer and other senior leaders – as well as through consultation responses and cross-industry initiatives.
We work
with key government entities to reach common goals in line with our ambitions, promote adequate
 
framework conditions that drive
investments in necessary energy sources and technologies - and deliver projects necessary for the transition. 
 
In Equinor, our political and public affairs team manages relationships with governments and
policymakers. We engage primarily with
decision makers in countries where we have significant operations, such as Norway, Brazil, the UK and the US, as well as with
regional structures like the European Union. These interactions are mainly related to
 
developing competitive, stable and predictable
industry framework conditions, taxes and legislation that affect our activities. We also collaborate on developing new value chains
needed in a low carbon future, such as hydrogen and CCS.
 
 
Our public policy work covers a wide territory, including oil and gas, low carbon solutions and renewables. Achieving the necessary
decarbonisation and political will to ensure affordability, and at the same time maintain security of supply will be a key political and
industrial challenge going forward. To achieve our corporate strategic priorities for the energy transition it is important to work with
policymakers in key markets. Further information on our sustainability governance activities can be found
 
in section 2.2 Sustainability
Performance.
Our partners and suppliers
The values we create are to a large extent dependent on our relationships with business partners and suppliers. We believe
 
our
efforts to ensure close collaboration and active engagement has the potential to impact health and safety standards,
 
supplier diversity
and inclusion and promote responsible supply among others. We regularly engage in meetings with our partners
 
to support safe and
efficient operations and drive potential to improve efficiencies. Our suppliers constitute a key part of our value chain, for example in
engineering, construction and installation of plants and platforms. We aim for fair competition and enabling efficient and sustainable
supply chains in support of both their and our own performance.
 
Local communities
We believe that we can bring a range of positive benefits to the societies where we operate, when these
 
are pursued in collaboration
and based on good communication with those potentially impacted by our planned or ongoing activities.
 
exhibit154p26i0
About us
Equinor 2023 Integrated Annual Report
 
26
1.9 Governance and risk management
Corporate governance
Our corporate governance framework and processes are formed to promote transparency and accountability in
 
decision-making and
day-to-day operations. Good corporate governance is a prerequisite for a sound and
 
sustainable company, and to ensure that we run
our business in a justifiable and profitable manner for the benefit of employees, shareholders,
 
partners, customers and society.
As a public limited liability company with shares listed in Oslo and New York, Equinor adheres to relevant regulations and applicable
corporate governance codes, including the Norwegian Code of Practice for Corporate Governance.
 
For a comprehensive account of our corporate governance framework, please refer to the Board statement
 
on corporate governance
report.
Governing bodies
The general meeting
 
of shareholders is Equinor’s supreme corporate body. It serves as a democratic and effective forum for
interaction between the company’s shareholders, the board of directors (BoD) and management. At Equinor's
 
AGM on 11 May 2023,
78.02% of the share capital was represented.
The
corporate assembly
is Equinor’s body for supervision of the BoD and the management of the company. They represent a broad
cross-section of the company’s shareholders and stakeholders, and one of their main duties is to elect the
 
company’s BoD. The
corporate assembly consists of 18 members and three observers, of which 12 members
 
are nominated by the nomination committee
and elected by the general meeting, while six members and the observers are elected by and
 
among employees in Equinor ASA or a
subsidiary in Norway. More information on the corporate assembly can be found in the Board statement on corporate governance
report.
The BoD
 
has the overriding responsibility for supervising Equinor’s management and operations
 
and establishing control systems.
The work of the BoD is based on its rules of procedures and applicable legislation describing
 
its responsibility, duties and
administrative procedures. This includes a duty to decide the company’s strategy, ensure adequate control of the company’s overall
risk management and to appoint the chief executive officer (CEO). For a more detailed description, see the rules of procedures
available at www.equinor.com/board
The BoD shall consist of nine to eleven board members and as of 31 December 2023 had
 
ten members of which seven were
shareholder representatives and three were employee representatives. Of the board members six are men, four
 
are women and two
 
About us
Equinor 2023 Integrated Annual Report
 
27
are non-Norwegians resident outside of Norway. The nomination committee nominates the shareholder-representatives, and all board
members are elected by the corporate assembly. The BoD has determined that, in its judgment, all the shareholder representatives on
the board are considered independent as under Norwegian law.
The BoD has adopted an annual plan for its work which is revised with regular intervals.
 
Recurring items on the board's annual plan
are: safety, security,
 
sustainability and climate, corporate strategy, business plans and targets, quarterly and annual results, annual
reporting, ethics and compliance, management's performance reporting, management leadership assessment
 
and compensation and
succession planning, project status review, people and organisation strategy and priorities, and an annual review of the board's
governing documentation. The board has dedicated strategy and risk sessions twice a year where the
 
corporate executive committee
presents, and they align on the strategy going forward. The board discusses climate change and the
 
energy transition in all ordinary
board meetings either as integral parts of strategy and investment discussions or as separate topics.
 
The work of the board is set out in detail in the Board statement on corporate governance report.
The BoD’s three sub-committees act as preparatory bodies:
The audit committee (BAC)
The
 
BAC
 
acts as a preparatory body for the board in connection with risk management, internal control
 
and financial and
sustainability reporting. In particular, the BAC assists the board in exercising its oversight responsibilities in relation to:
●
The financial reporting process and the integrity of the financial statements
●
The sustainability reporting process and the integrity of the sustainability reporting
●
The company’s internal control, internal audit and risk management systems and practices including the enterprise
 
risk
management framework.
●
The election of and qualifications, independence and oversight of the work of the external auditors
●
Business integrity, including handling of complaints and reports.
For a more detailed description of the objective and duties of the committee, see the instructions available at
www.equinor.com/auditcommittee.
The safety, sustainability,
 
and ethics committee (SSEC)
SSEC
 
acts as a preparatory body for the board in connection with reviewing the practices and performance
 
of the company primarily
in matters regarding safety, security, ethics, sustainability and climate.
This includes review of the company’s policies, risk, practices and performance related to
●
 
Safety
 
●
 
Security, including cyber and information security, physical security and personnel security
●
 
Climate and Sustainability, including human rights, social responsibility and environment
●
 
Code of Conduct
●
 
Ethics and anti-corruption Compliance Program
●
 
Results of audits, verifications and investigations relevant for the SSEC
●
 
Effectiveness of the internal control for safety, security and sustainability matters
For a more detailed description of the objective and duties of the committee, see the instructions available at
www.equinor.com/ssecommittee.
The compensation and executive development committee
 
(BCC)
The BCC acts as a preparatory body for the board and assists in matters relating to management
 
compensation and leadership
development.
The BCC gives recommendation to the board in matters relating to principles and framework
 
for
 
 
exhibit154p28i0
About us
Equinor 2023 Integrated Annual Report
 
28
●
 
Executive rewards
●
 
Remuneration strategies and concepts
●
 
CEO's contract and terms of employment
●
 
Leadership development, assessments and succession planning
BCC also oversees and advises the company's management in its work on Equinor's remuneration
 
strategy and remuneration policies
for senior executives.
For a more detailed description of the objective and duties of the committee, see the instructions available at
www.equinor.com/compensationcommittee.
The BoD considers its composition to be competent with respect to the expertise, capacity
 
and diversity appropriate to attend to the
company's strategy, goals, main challenges, and the common interest of all shareholders. The BoD also deems its composition to
consist of individuals who are willing and able to work as a team, resulting in an efficient and collegiate
 
board.
The BoD develops its knowledge and competence and among others had sessions in the following
 
topics in 2023;
●
 
Energy Perspectives and the evolving external context – geopolitics, policy and energy
●
 
Low carbon solutions
 
●
 
Financial deep-dive
●
 
Technology deep-dive
●
 
Cyber security
Furthermore, external speakers presented to the BoD their view on the energy transition in a geopolitical
 
and a financial context.
Reports from the committees are given on each board meeting to update the board on matters
 
handled by each committee. The BAC
had two competence days with deep-dives into different topics such as data governance, structure for trading
 
mandates, internal
control over financial reporting framework, EU ESRS reporting requirements, material topics for sustainability
 
reporting, and inflation
pressure impact on the portfolio. The SSEC had deep-dives on topics within human rights,
 
compliance, cyber security, net-zero and
safety. The BCC attended a yearly session on development and trends within executive talent market.
The BoD conducts an annual self-evaluation of its work and competence, which generally
 
is externally facilitated. Climate change
capabilities, and the oversight of Equinor’s human rights policy are included as key components
 
in the annual board evaluation. The
evaluation report is discussed in a board meeting and is made available to the nomination
 
committee.
The board members have experience from inter alia oil, gas, renewables, shipping, telecom and
 
Norwegian defense forces.
Equinor ASA has purchased and maintains a Directors and Officers Liability Insurance on behalf of the
 
members of the board of
directors and the CEO. The insurance also covers any employee acting in a managerial capacity
 
and includes controlled subsidiaries.
The insurance policy is issued by a reputable insurer with an appropriate rating.
More information about the BoD can be found in the Board statement on corporate governance
 
report.
 
exhibit154p29i0
About us
Equinor 2023 Integrated Annual Report
 
29
Corporate executive committee (CEC)
The president and chief executive officer (CEO) has the overall responsibility for day-to-day operations in Equinor. The CEO appoints
the corporate executive committee, which considers proposals for strategy, goals, financial statements, as well as important
investments prior to submission to the BoD. The purpose of the CEC is to set direction, drive prioritisation
 
and execution, build
capabilities and ensure compliance. The CEC works to safeguard and promote the corporate
 
interests of the company through
developing the management system and securing adequate risk management and control systems. The CEC
 
includes the CEO, the
chief financial officer (CFO), the executive vice presidents of the business areas and the executive vice presidents
 
for Safety, Security
& Sustainability, Legal & Compliance, People & Organisation and Communication.
The CEC ensures proactive management and control of sustainability-related impacts through the
 
safety, security and sustainability
committee which is held on a quarterly basis. Risk, performance, and mitigating actions are
 
key topics for the work in the committee.
Ethical and reputational issues such as anti-corruption are monitored and mitigated through the
 
CEC ethics committee. The ethics
committee meets as needed and at least three times a year.
 
In addition, through the corporate risk committee the CEC manages Equinor’s
 
overall risk exposure, and material topics related to
health and safety, human rights, corruption, climate and environment is assessed as part of the overall risk management. The
corporate risk committee functions as an advisory body to the CEO and CFO, and the work
 
of the corporate risk committee is
presented to the CEC on a regular basis.
In 2023, the CEC, as well as the BAC, and the SSEC were involved in the assessment, prioritisation
 
and articulation of Equinor’s
material sustainability topics.
Corporate executive committee (CEC)
Remuneration of BoD
The remuneration of the BoD is decided by the corporate assembly annually, following a recommendation from the nomination
committee. Remuneration for board members is not linked to performance, and board members
 
do not receive any shares or similar
as part of their remuneration. The board members receive an annual fixed fee. Deputy members,
 
who are only elected for employee-
elected board members, receive remuneration per meeting attended. The employee-elected
 
members of the board receive the same
remuneration as the shareholder-elected members.
Remuneration of the corporate executive committee
The BoD is responsible for preparing and implementing a remuneration policy for the members
 
of the corporate executive committee.
The policy is effective for a period of four years, subject to any proposed material changes by the BoD requiring
 
adoption by the
annual general meeting before the four-year term concludes.
The policy shall contribute to attracting and retaining executives and motivate them to drive the success of the
 
company. A key
principle for Equinor’s remuneration policy is moderation. The reward should be competitive,
 
but not market-leading, and aligned with
the markets that the company recruits from, maintaining an overall sustainable cost level. Equinor
 
places a high focus on fostering
alignment between the interests of its executive management and those of its owners and
 
other stakeholders. Variable remuneration
is aimed at driving performance in line with the company’s strategy and securing long-term commitment and retention with
 
the
company.
 
About us
Equinor 2023 Integrated Annual Report
 
30
The receipt of variable remuneration depends on individual and company performance and is subject
 
to a holding period requirement
for some elements. Performance-based variable remuneration has been capped in accordance
 
with the relevant Norwegian state
guidelines.
 
All KPIs and behaviour goals applicable for an executive are weighted equally when setting
 
the individual bonus level. One of the
common KPIs used to decide the annual variable pay (bonus) component of variable pay for
 
all executives is “Upstream C02 intensity:
<= 8 kg/boe”.
In the behaviour part of the assessment there is a common goal to transform own organisation to
 
deliver on our purpose and become
a leading company in the energy transition.
 
Executive remuneration policy
The executive remuneration policy which was approved by the 2021 annual general meeting serves
 
as the basis for the 2023
remuneration report. This policy can be found in an appendix to the 2023 remuneration report at
 
equinor.com.
 
A revised policy was presented for a binding vote and approved at the annual general meeting
 
in 2023. The approved policy came
into effect on 1 January 2024 and is available on Equinor’s website.
Risk management
Enterprise risk management (ERM) relates to managing uncertainties in order to deliver Equinor’s
 
purpose in line with our core values.
Risk, which refers to both threats and opportunities, is assessed as part of strategy selection and
 
managed through execution to
deliver the strategic pillars and objectives throughout the company. The constantly changing internal and external business context
means that risks can emerge and evolve quickly, underpinning the need for well-designed, adaptive and effective risk management
approaches.
 
The current most material enterprise risks and risk factors are described in section 5.2 Risk factors.
Equinor’s ERM framework is integrated across all our business activities with a focus
 
on creating value and avoiding unwanted
incidents. We consider risks in shorter and longer-term perspectives, and across enduring risks, dynamic risks as well
 
as more
immature or emerging risk issues that can impact our business ambitions. Through BAC the
 
BoD oversees the ERM framework and
reviews its effectiveness.
The ERM approach enables risk-informed decisions and risk response in a way that supports delivering value
 
in a sustainable frame.
This means that we consider the overall value upside or downside of risks for Equinor, whilst ensuring we live up to our principles for
avoiding safety, security,
 
sustainability, human rights and business integrity incidents, such as accidents, fraud and corruption.
 
In general, risks are managed in the business line as an integral part of employee and manager
 
tasks. The business areas and
corporate functions regularly identify and evaluate risk using established procedures, assess the
 
need for risk-adjusting actions, and
review overall risk management performance. Some risks, such as oil and natural gas price risks and
 
interest and currency risks, are
managed at the corporate level to provide optimal solutions. A holistic corporate risk perspective
 
is also applied in strategy
development, portfolio prioritisation processes, and capital structure discussions. Throughout the year, the CEO and the Board Audit
Committee maintain oversight of the risk management framework, processes, top enterprise risks
 
and the overall risk picture. Areas of
particular risk oversight currently include IT and cyber security, progress on net-zero, low-carbon value proposition, political and
regulatory frameworks, human rights, and capacity and capability constraints.
Equinor’s risk management process is based on ISO 31000 risk management and
 
seeks to ensure that risks are identified, analysed,
evaluated, and appropriately managed. A standardised risk process across Equinor supports
 
consistency and efficiency that informs
key decisions. Risk is integrated into the company’s management information system (IT tool), where it is linked
 
with Equinor’s
purpose, vision and strategy and associated strategic objectives and KPIs. This tool is
 
used to capture risks, follow up risk-adjusting
actions and related assurance activities, and supports a risk-based approach in the context
 
of a three lines model
(https://www.equinorbook.com/brandcenter/en/equinorbook/component/default/82415).
Whilst our approach includes continuous improvement of risk management practices, Equinor has
 
recognised a need to strengthen
resilience to global uncertainty and volatility that affect our business. With support from the CEO, CFO
 
and BAC, Equinor has initiated
focused activities to strengthen a future-fit ERM framework. This includes further development
 
of the corporate risk appetite
framework supported by strengthened governance for executive follow-up of the top enterprise risks.
Equinor risk management can be broadly considered across the following enterprise impact areas. More
 
detail on specific themes is
provided in relevant material topics sections of this report.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
31
Strategic and commercial risks:
Equinor needs to navigate uncertainty and manage risk to
deliver value, transition its portfolio, and remain financially
robust through the changing energy context. Climate and
other sustainability-related factors influence many aspects
of our strategy selection and execution. Global, regional
and national political developments can change the
operating environment and economic outcomes. Market
conditions related to supply and demand, technological
change, customer preferences and global economic
conditions can significantly impact company financial
performance. Our ability to deliver value from projects and
operations can be impacted by factors related to partners,
contractors, global supply chains as well as public
stakeholders and regulatory frameworks. Digital and cyber
threats are constantly evolving and can cause major
disruption across our value chains.
Strategic and commercial risk factors:
●
 
Prices and markets
●
 
Hydrocarbon resource base and renewable and low
carbon opportunities
●
 
Climate change and transition to a lower carbon
economy
●
 
International politics and geopolitical change
●
 
Digital and cyber security
●
 
Project delivery and operations
●
 
Joint arrangements and contractors
●
 
Competition and technological innovation
●
 
Ownership and actions by the Norwegian State
●
 
Policies and legislation
●
 
Financial risks, liquidity and capital management
●
 
Trading and commercial supply activities
●
 
Workforce capabilities and organisational change
●
 
Crisis management, business continuity and
insurance coverage
Strategic and commercial risk management
Overall, Equinor manages risk through portfolio selection, robust financial framework, stress-testing and
 
business
planning, investment, and review processes. We take a long-term view of energy supply and demand, ensuring
robustness of our oil and gas portfolio, developing and investing in low carbon businesses of the
 
future whilst seeking to
safeguard shareholder returns.
The company is exposed to oil and gas market price levels. Corporate hedges may be entered
 
into to reduce the cash
flow volatility generated from the price levels risk. Equinor has an insurance-based approach to this
 
hedging, securing
downside protection only while keeping the upside in price exposure open. For the trading business,
 
derivatives risk is
managed through Value at Risk and trader mandates, loss limitation systems and daily monitoring of trading profit and
loss. Equinor’s liquidity framework is based on a forward-looking risk management approach
 
to assure that Equinor’s
strategic liquidity reserve will cover both expected and unexpected cash outflows over the
 
subsequent six months,
including a potential crisis event and significant collateral needs.
Risks related to low carbon solutions, climate change and transition to a lower carbon
 
economy, workforce and
organisation, cyber security, and actions by the Norwegian State are included within top enterprise risks and have direct
follow-up at the executive level. Top enterprise risks are assessed in relation to risk appetite statements that represent
the company’s willingness to take on risk exposure. Actions to manage exposure are implemented and assessed
 
based
on their effectiveness. Risks are reviewed by both the first line (risk owner) and second line (Corporate risk) with regards
to risk management and followed up by the CEC and the BoD.
We recognise the importance of ESG matters in our current and future business, and seek to be open around ESG
matters related to our activities through recognised ESG reporting methodologies. To support portfolio resilience in
multiple energy pathways, we have a financial framework in place addressing climate-related risks, we
 
stress test our
portfolio across different energy scenarios, and assess climate-related physical risks. Risks relating to policies and
regulatory frameworks, international politics and geopolitical change, together with competition and technological
innovation are regularly assessed, monitored and managed to improve outcomes for the company
 
as part of the
Equinor’s risk update.
Risks related to projects and operations are managed at many levels, including through quality
 
assurance processes
(competence area reviews, e.g., facilities, safety and security, environment, commercial and country risk) within the
investment phase, quality and risk management within the project execution risk phase, and
 
continuous improvement
programs in operations. Crisis management, business continuity and insurance coverage are included in
 
the evaluation of
actions to reduce the impact of unwanted incidents. Digital security and cyber security remain in
 
high focus through a
cyber security improvement programme to maintain and strengthen cyber security capability and reduce
 
cyber risk.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
About us
Equinor 2023 Integrated Annual Report
 
32
Security, safety and environmental risks
We undertake business activities globally that expose
Equinor to a wide range of factors that can impact the
health and safety of people, the integrity of facilities, and
nature. Our activities could be exposed to risk from the
physical effects of climate change, and Equinor could be
subject to hostile acts that cause harm and disrupt
operations. Incidents may include release of health
hazardous substances, fire, explosions, and environmental
contamination.
Security, safety and environment risk factors
●
 
Health, safety and environmental factors
●
 
Security breaches
Security, safety and environment risk management
Ensuring low and tolerable levels of security, safety and environmental risks is a central aspect of our investment
decisions and operations processes. We regularly assess our performance through indicators, reviews and assurance
activities and, when needed, instigate improvements. In the current business context, we
 
have a specific focus on top
enterprise risks related to major accidents, security incidents and human rights breaches, as well as following
 
up on
aspects of our ambitions to net zero (under strategic and commercial risks). Mitigation of the major accident
 
risk is
through continued focus on our I am Safety Roadmap and rollout of major accident
 
prevention training across the
company. We continue to deepen understanding and potential mitigation of physical climate risk to our business activities.
We consider latest scientific understanding and environmental data to inform risk management
 
when planning and
executing our projects. Risk exposure to human rights is addressed through a specific action plan that
 
prioritises key
actions to prevent forced labour in the supply chain and establish new working requirements for
 
human rights due
diligence. We maintain high focus on security risk management in light of the European security
 
situation, and work to
mitigate state actor threats through safeguarding physical security, including offshore and onshore facilities and pipelines,
and to further develop the management of cyber security.
Threats associated with third parties are consistently assessed
and addressed as an integral part of cyber risk management. Cyber risk assessments and risk management
 
services are
delivered by internal experts. External assessors are engaged to benchmark security discipline maturity levels.
 
Compliance and control risks
Breaches of laws, regulations or guidelines or ethical
misconduct can lead to public or regulatory responses that
affect our reputation, operating results, shareholder value
and continued licence to operate. Failure to control risks
related to trading processes and transactions can result in
fines and monetary losses and potentially affect Equinor’s
licence to trade.
 
Compliance and control risk factors
●
 
Supervisions, regulatory reviews and reporting
●
 
Business integrity and ethical misconduct
Compliance and control risk management
Equinor’s Code of Conduct sets out our commitment and requirements for how we
 
do business at Equinor. We train our
employees on how to apply the Code of Conduct in their daily work and require annual
 
confirmation that all employees
understand and will comply with requirements. We require our suppliers to act in a way that is consistent with
 
our Code of
Conduct and engage with them to help them understand our ethical requirements and how we
 
do business. Equinor
operates a Compliance Programme with the aim to ensure that anti-bribery and corruption risks are identified,
 
reported,
and mitigated, and have a network of compliance officers who support the business areas globally.
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
33
Group
 
performance
2.1
2.2
 
2.3
Our 2023
 
performance
Financial performance
Strategic financial
 
framework
Our market perspective
Group financial
 
performance
Oil and gas
 
reserves
Sustainability performance
Sustainability approach
Materiality assessment
Material topics’ performance
Always safe
Safe and
 
secure operations
Protecting nature
Respecting human rights
Workforce for
 
the future
High value
Profitable portfolio
Energy provision and
 
value creation
 
for society
Integrity and anti
-
corruption
Low carbon
Net-
zero pathway
 
Fuelling innovation
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
34
Our 2023 performance
Financial performance
We present our 2023 financial results, our strategies for capital and liquidity management, our future outlook
 
and an update on our oil
and gas reserves.
Sustainability performance
Gain insight into our sustainability performance, approach to sustainability and how we identify and
 
assess our material topics.
Fuelling innovation
Learn about our research and innovation activities and the technological developments that can improve
 
our performance and
increase our competitiveness.
 
exhibit154p35i0
Group performance
Equinor 2023 Integrated Annual Report
 
35
2.1 Financial performance
We delivered strong earnings and competitive capital distribution, while focusing on capital discipline and making solid progress
 
on
our ambitions.
 
We aim to deliver profitable growth towards 2035 and provide long-term shareholder value.
 
“We delivered solid operational performance and
production growth, leading to strong financial
results in 2023. Industrial progress on and
development of our portfolios in oil and gas,
renewables and low carbon solutions, position
us for growth and transition forward.
Towards 2035 we aim to maintain high
profitability while transforming, and deliver a
stronger cash flow from a broader energy mix
with lower emissions.”
Torgrim Reitan, CFO
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
36
Strategic financial framework
Equinor’s financial framework is underpinned by four principles that we believe will
 
allow us to develop our company and drive capital
discipline.
 
Value over volume
Value creation is a key priority for Equinor and is an integral part of how we steer our company. By being value driven, we expect to
deliver a return on average capital employed* of above 15% from 2024 to 2030
2
.
 
 
Robust to lower prices
Given the cyclical nature of our industry, we aim to remain robust to lower prices and continue to deliver value through the cycles. Our
current portfolio is estimated to be net cash flow* neutral between 2024 and 2030
 
at around 55 USD/bbl
3
. Robustness is developed
through a balanced portfolio composition in addition to low break-even prices on projects. Ensuring
 
a base line of stable returns from
the upstream business coupled with a targeted high value renewable and LCS portfolio we
 
seek to create robustness through cycles
and seasons. By remaining disciplined and utilising our flexible investment program, we aim to
 
ensure resilience in a low-price
scenario.
 
Robust capital structure
Ensuring a solid balance sheet and necessary financial flexibility is important to support a dynamic
 
strategy through economic and
market cycles. We also aim to maintain a credit rating within the single A category on a stand-alone basis as
 
a key objective
4
. Equinor
expects a long-term net debt to capital employed* ratio between 15-30% (20-35% including IFRS
®
 
Accounting Standards - IFRS 16
leases) to be consistent with this.
Energy transition plan
In line with Equinor’s Energy transition plan, we are focusing on high-value growth in
 
renewables and aim to invest over 30% of gross
capex* to renewables and low carbon solutions by 2025, growing to over 50% by 2030, subject
 
to the availability of robust projects.
We also aim to reduce operated net scope 1+2 emissions by 50% by 2030 and reduce our net carbon intensity
 
by 20% by 2030 and
40% by 2035
54
.
Growing cash flows from operations
It is expected that this financial framework will enable Equinor to generate a strong
 
cash flow from operations after taxes paid* (CFFO
after taxes paid*). We aim to deliver a CFFO after taxes paid* of around USD 20 billion annually from oil and gas
 
activities between
2024 and 2035 and around USD 3 billion from the renewables and low carbon solutions
 
portfolio by 2030, growing to USD 6 billion by
2035
1 6.
 
This cash flow will be allocated to create shareholder value, following three capital
 
allocation priorities:
 
1.
Stable oil and gas investments while growing investment to transition
By continuing to reinvest in our oil and gas activities towards 2035, in an attractive
 
project portfolio with low break-even prices, we aim
to build a strong foundation of profitable stability to keep the business steady as we
 
transform. Capital will also continue to be
allocated towards investing in our growing project portfolio within renewables and low-carbon solutions
 
in line with our Energy
transition plan.
 
2.
 
Competitive, growing ordinary cash dividend through the cycles
Investing in high-value projects should enable Equinor to maintain a competitive capital distribution through
 
the energy transition.
Equinor has an ambition to grow the annual ordinary cash dividend through the cycles in line with
 
long-term underlying earnings, at a
minimum of 2 cents per share per year.
3.
 
Share buy-backs as flexible tool for capital distribution
As part of our shareholder distribution programme, Equinor also buys back shares. The share buy-back
 
programme is a flexible
means of additional capital distribution, where the ambition is to maintain a minimum of
 
USD 1.2 billion in annual share buy-backs in
the longer term.
2
Based on reference case 75 USD/bbl scenario using
 
USD/NOK exchange rate of 10 and price assumptions:
 
Brent Blend 75 USD/bbl, Henry
Hub 3.5 USD/mmbtu and European gas price
 
13 USD/mmbtu for 2024 and 2025, thereafter
 
9 USD/mmbtu.
3
Net cash flow* neutral before capital distribution,
 
based on lower case 55 USD/bbl scenario (excluding
 
2023 tax lag) using USD/NOK
exchange rate of 10 and price assumptions:
 
Brent Blend 55 USD/bbl, Henry Hub 2.5
 
USD/mmbtu and European gas price 8 USD/mmbtu
 
for
2024 and 2025, thereafter 6 USD/mmbtu.
4
Without uplift in rating due to state ownership.
5
See equinor.com for more details around Equinor’s Energy
 
transition plan.
6
Oil and gas activities defined as being from
 
E&P Norway and/or E&P International including
 
MMP (with the exception of LCS) and other
group elements. Renewables and low carbon solutions
 
portfolio defined as being from REN and
 
LCS including relevant trading.
 
Group performance
Equinor 2023 Integrated Annual Report
 
37
 
Our market perspective
Market overview
At the start of 2023, the global economy wrestled with the interplay of recovery from the
 
pandemic-induced downturn and geopolitical
challenges. In particular, the war in Ukraine continued to distort energy market dynamics and global trade patterns, pushing upward
prices that were already inflated in the aftermath of the pandemic.
As 2023 progressed, central banks responded to high inflation with tight monetary policy. In Europe, political attention was also
focused on Ukraine's counter-offensive, which did not yield the anticipated gains and prompted a shift towards greater
 
realism. With
this backdrop, and in contrast to the cautious optimism for consumers and service industry worldwide,
 
capital and energy-intensive
industries faced headwinds. The industrial sector in the Eurozone was hit, and EU GDP growth
 
decelerated to 0.5% year-on-year.
In October, Hamas' surprise terrorist attack on Israel triggered a new crisis in the Middle East - one that directly impacted global
energy flows and raised the prospects of further escalation.
Despite these challenges global GDP surprised with an estimated growth of 2.7% in
 
2023, partially driven by economic resilience in
the US, reflecting declining inflation, a robust labor market and strong private consumption.
While the outlook for 2024 indicates declining inflation rates and policy rate cuts, the global
 
economy is expected to continue on a
path of moderation. Geopolitical developments, as well as the trajectory of inflation and interest
 
rates, will be key factors shaping
global markets also in 2024.
Global oil prices
The oil market was quite balanced in 2023 with some oversupply in the first
 
half and undersupply in the second half. The price for
Dated Brent crude oil averaged 82.6 USD/bbl in 2023, with the second half of the year stronger
 
than the first half. This marked a
significant drop from an average price of 101 USD/bbl in 2022.
 
During the first half of 2023, Dated Brent crude prices fluctuated within the range of 72-88 USD/bbl.
 
The EU and G7 sanctions on oil
imports from Russia did not lead to major supply disruptions, and interest rate hikes among global
 
central banks, as well as inflation
and recession concerns, kept prices muffled.
By the second half of 2023, oil prices responded to the effects of the Opec+ oil production cuts. The
 
Brent price reached its highest
point for the year at 98 USD/bbl in September. Prospects for slower economic growth and oil demand and the higher-than-expected
supply from non-Opec+ producers pushed prices down towards year-end. The Israel-Hamas conflict led to
 
a short-lived price increase
in October, but prices fell again as fears of supply disruptions eased.
Mid-December, concerns about shipping disruptions in the Red Sea due to attacks from Houthi rebels, lifted oil prices briefly. Brent
averaged 78.2 USD/bbl in December 2023.
Global gas prices
European natural gas prices (TTF) decreased by 66% from the extraordinary levels in 2022 caused by the war
 
in Ukraine,
 
averaging
12.8 USD/MMBtu. The year was marked by a historical European gas storage surplus at the
 
end of the winter with lower gas demand
across Europe and North-East Asia. Several factors played a role, such as the mild winter weather, higher renewable and nuclear
output, persistent end-user energy savings, sluggish industrial demand and slower than
 
expected economic growth in China. New
import terminals across Europe allowed for larger and better distribution of LNG volumes across the region.
 
Russian gas volumes
were further reduced by about 59% year-on-year. Long-term contracts returned to the horison, with German players very active in
signing several new contracts with US producers, Qatar and Norway, while other big players also moved to secure more LNG
volumes from US and Qatar. The European joint gas purchases platform was launched in May with mixed feedback and limited
market impact.
The US natural gas market in 2023 was uneventful, after the soar in prices in 2021/22 in response
 
to the European energy crisis.
Looking ahead, Henry Hub is expected to continue to play a crucial role in balancing both
 
domestic and international demand, as the
US solidifies its leading position in global LNG export. With rising awareness of climate change, energy
 
affordability, and escalation of
geopolitical tensions, US natural gas will remain an important topic in the global energy discussions.
Global LNG spot prices were volatile in 2023, with the Asian LNG price (JKM) averaging 13.8 USD/MMBtu,
 
down from 34
USD/MMBtu in 2022. The lower price was driven by lower demand in Europe and Asia
 
compared to 2022 and the high storage levels
 
Group performance
Equinor 2023 Integrated Annual Report
 
38
amid healthy supply in both regions. The volatility in prices was due to the structural market
 
tightness related to the extended
maintenance in Norway in September, the Australian LNG workers strikes in October, and the ongoing conflict in the Middle East
since October. Although 30 bcm lower than 2022, a relatively high global LNG contracting activity continued in 2023, with long-term
supply agreements (10+ years) reaching 100 bcm.
European electricity and CO
2
 
prices
Compared to the extraordinary levels seen in 2022, power prices in major West European markets (UK, France,
 
Germany, Belgium,
Netherlands, Spain, and Italy) decreased by 60% to 101 EUR/MWh as the market was able to
 
cope with the lack of Russian gas into
the system. In addition, the high price environment kept pushing European demand downwards (-3.1%
 
vs 2022, -6.5% vs 2017-21).
More precipitation in North-west Europe, the improvement of French nuclear availability and a strong increase
 
in wind and solar
capacity additions led to a substantial decrease in coal and gas generation in 2023.
The EU ETS followed a volatile downwards price trend from its 100 EUR/t historical peak
 
back in February, ending the year at 69
EUR/t. ETS was driven by low emissions in power and industry and an influx of frontloaded
 
allowances as part of REPowerEU
regulations.
From a policy perspective, there were three main legislative efforts in Europe to be highlighted:
(1)
 
the EU Commission (EC) announced its proposal on electricity market design in March as a response to the
 
high price
environment resulting from the European energy security situation. The key focus of the proposal is
 
on consumer
protection, improving market transparency and security of supply.
(2)
 
In late October the EC presented the “European Wind Power Action Plan” which
 
aims at accelerating wind deployment
through increased predictability and faster permitting, and the creation of a European wind
 
supply chain.
(3)
 
In the UK, after the disappointing Contract for Difference auction results, the government announced
 
additional funds
and slight changes to the subsidy allocation mechanism with the aim of attracting more applications
 
for the upcoming
auctions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
39
Group financial performance
Solid production increases in 2023 were delivered, securing a strong financial performance despite the
 
impact of lower commodity
prices relative to 2022.
Strong sustained production levels from Johan Sverdrup on the NCS, including phase
 
2 which came onstream in December 2022,
contributed substantially to the increased production. Internationally, Peregrino in Brazil and a strong performance from the US
offshore assets supported production growth, which was also buoyed relative to 2022 with new volumes from
 
Buzzard in the UK
following the Suncor Energy UK Limited acquisition and the ramp-up of partner-operated Vito in the US.
Operational challenges, turnarounds, and extended maintenance activities, particularly affecting NCS gas assets contributed
 
to the
decline in gas production year-on-year and partially offset the total production increases.
Equinor’s prior year divestments in Martin Linge and Ekofisk also partially offset production levels
 
compared to the prior year.
Power generation from the Brazilian acquisition, Rio Energy in 2023 and Triton Power in the UK acquired in the
 
second half of 2022,
contributed well to Equinor’s power generation in 2023. These additions
 
coupled with continued maturation of both onshore and
offshore projects within the Renewable portfolio resulted in an increase in power generation compared to
 
the prior year.
Results
Condensed income statement
For the year ended 31 December
(in USD million)
2023
2022
Change
Revenues
106,848
149,004
(28%)
Net income/(loss) from equity accounted investments
(1)
620
N/A
Other income
327
1,182
(72%)
Total revenues and other income
107,174
150,806
(29%)
Purchases [net of inventory variation]
(48,175)
(53,806)
(10%)
Operating, selling, general and administrative expenses
(11,800)
(10,593)
11%
Depreciation, amortisation and net impairments
(10,634)
(6,391)
66%
Exploration expenses
(795)
(1,205)
(34%)
Net operating income/(loss)
35,770
78,811
(55%)
Net financial items
2,114
(207)
N/A
Income/(loss) before tax
37,884
78,604
(52%)
Income tax
(25,980)
(49,861)
(48%)
Net income/(loss)
11,904
28,744
(59%)
 
Group performance
Equinor 2023 Integrated Annual Report
 
40
Solid production increases combined with high realised prices drove strong revenue and results for 2023.
 
Realised commodity prices,
particularly gas, were markedly reduced from the elevated levels in 2022, and as such more than
 
offset the production increase,
resulting in a decline in revenue relative to the prior year.
In contrast to the extraordinary market conditions in the prior year, a reduction in gas market volatility and declined geographical
spreads limited favourable opportunities to capture value within Gas and Power trading compared
 
to 2022. However, Crude, product
and liquid results in MMP were strong for 2023, effectively capturing financial and physical market
 
opportunities in addition to
optimisation of the shipping portfolio, contributing well to total results.
The additions to production capacity throughout the year and resulting increased production,
 
coupled with prevailing inflationary
pressures drove an increase in operating, selling, general and administrative expenses compared to
 
2022 levels. In contrast, a
reduction in energy prices from 2022 contributed to a reduction in transportation tariffs relative to
 
the prior year partially offsetting the
increase. The overall growth in operating expenditure was partially masked by the strengthening
 
of the USD against the NOK.
Depreciation, amortisation and net impairments increased by 66% in 2023, impacted significantly
 
by net impairments totaling USD
1,260 million in the year. This included the recognition of an impairment to our offshore wind project on the US North East Coast
following rejection of petitions related to offtake agreements, and the planned exit from Azerbaijan announced at
 
the end of the year.
The prior year in contrast included net impairment reversals of USD 2,487 million mainly
 
due to updated estimates of value in use of
property, plant and equipment impacted by internal forecasts on cost, production profiles and commodity prices, partially offset by the
impairment recognised in relation to the exit from Russia. For more information,
 
see note 14 to the Consolidated financial statements.
The positive trend in net financial items from a loss in 2022 to income of USD 2,114 million in 2023 is driven by an increase in interest
income from liquidity management reflecting the upward movement of interest rates over the year. There was, however, a decrease in
long-term interest rates resulting in a gain on derivative financial instruments in the year, also contributing to the year-on-year
movement.
Income taxes decreased from USD 49,861 million in 2022 to USD 25,980 million in
 
2023. This is equivalent to a positive effective tax
rate of 68.6% for 2023, an increase of 5.2 percentage points compared to 63.4% in
 
2022. The tax rate in 2022 was impacted by the
recognition of a deferred tax asset in the US of USD 2.7 billion.
A successful net income result of USD 11,904 million was recorded for 2023. While this is a significant reduction from the
extraordinary year of 2022, it is a historically high result for Equinor driven by a solid
 
production delivery.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
41
Capital management and distribution
Equinor’s ambition is to grow the annual cash dividend in line with long-term
 
underlying earnings, in addition to buying back shares.
When deciding the interim dividends and recommending the total annual dividend level, the
 
BoD takes into consideration a range of
factors, including the macro environment, expected cash flow, capital expenditure plans, financing requirements and appropriate
financial flexibility. Dividends are declared in USD. For further details on Equinor’s dividend policy see the Board statement on
corporate governance at Equinor.com/reports
As part of our distribution of capital to shareholders, Equinor also buys back shares. 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 are cancelled. According to a
separate agreement between Equinor and the Norwegian State, a proportionate share of the Norwegian
 
State’s shares will be
redeemed and annulled at the annual general meeting, ensuring that the State’s ownership interest in Equinor
 
remains unchanged at
67%. Execution of share buy-backs after the 2024 annual general meeting is subject to a renewed authorisation,
 
including renewal of
the agreement with the Norwegian State. Share buy-backs will be executed within applicable safe harbour provisions.
Capital distribution
The strong financial performance in 2023 allowed Equinor to distribute a total of USD 3,686
 
million in ordinary dividends in the year
and USD 6,347 million in extraordinary dividends (2022: 2,814 million annual ordinary dividends
 
and USD 6,247 million extraordinary
dividends).
 
per share (in USD)
2023
2022
Q1
Q2
Q3
Q4
Sum
Q1
Q2
Q3
Q4
Sum
Ordinary dividend
0.30
0.30
0.30
0.35
1.25
0.20
0.20
0.20
0.30
0.90
Extraordinary dividend
0.60
0.60
0.60
0.35
2.15
0.20
0.50
0.70
0.60
2.00
Sum
0.90
0.90
0.90
0.70
3.40
0.40
0.70
0.90
0.90
2.90
For the fourth quarter of the year, the BoD proposes to the annual general meeting a cash dividend of USD 0.35 per share, and an
extraordinary quarterly dividend of USD 0.35 per share. Considering the proposed dividend, USD 1,649 million will
 
be allocated to
retained earnings in the parent company.
For 2023, Equinor initiated a USD 6,000 million share buy-back programme. The 2023
 
share buy-back programme started with the
first tranche in February 2023 and ended with the fourth tranche, which was completed in January
 
2024. The Norwegian State share
related to the second, third and fourth tranches of the 2023 share buy-back programme and the
 
first tranche of the 2024 share buy-
back programme, amounting to USD 4,154 million, will be redeemed in 2024. Redemption is
 
subject to approval in the annual general
meeting in May 2024.
For further information see note 20 Shareholders’ equity, capital distribution and earnings per share to the Consolidated financial
statements.
Review of cash flows
Consolidated statement of cash flows
Full year
(in USD million)
2023
2022
Cash flows provided by operating activities
 
24,701
35,136
Cash flows used in investing activities
(12,409)
(15,863)
Cash flows provided by/(used in) financing activities
(18,142)
(15,414)
Net increase/(decrease) in cash and cash equivalents
(5,850)
3,860
 
exhibit154p42i0
Group performance
Equinor 2023 Integrated Annual Report
 
42
Strong financial results from the business during 2023, driven by a solid operational performance,
 
generated cash flow provided by
operating activities before taxes paid and working capital items of USD 48,016 million. The
 
downward movement in commodity prices
drove the decrease of USD 35,592 million from the prior year.
Taxes paid of USD 28,276 million in the year have reduced from the prior year outflow of USD 43,856 million.
 
The payments primarily
consist of Norwegian corporation tax instalments paid for income relating to
 
six months of the prior year and six months of 2023. The
reduction in payments compared to the same period in the prior year reflects the relatively lower
 
pricing environment of 2023.
A working capital decrease of USD 4,960 million, related to reduced price realisation,
 
positively impacted cash flow in 2023, compared
to an increase of USD 4,616 million in 2022.
An increase in cash used in business combinations and a significant increase in shareholder distribution
 
paid, from USD 8,695 million
in 2022 to USD 16,495 million in 2023, further contributed to an overall cash outflow of USD
 
5,850 million in the year, down from an
inflow of USD 3,860 million in 2022.
 
USD 19.7 billion
Cash flow from operations after taxes
paid*
Delivery of a solid operational performance, with growth
in production year-on-year,
 
contributed to a strong
CFFO* of USD 19.7 billion in 2023 (2022: USD 39.8
billion).
Although subdued compared to 2022, the effect of high
commodity prices coupled with production increases
drove this strong result in the year. The pattern
 
of
payments for Norwegian corporation tax instalments
impacted the CFFO*,
 
with USD 15.5 billion of the total
NCS tax payments in the year (USD 27.0 billion) relating
to the extraordinary 2022 year.
 
exhibit154p43i0
Group performance
Equinor 2023 Integrated Annual Report
 
43
Debt and liquidity management
Debt and credit rating
Equinor generally seeks to establish financing at the corporate (top company) level. Loans
 
or equity are then extended to subsidiaries
to fund their capital requirements. Project financing may be used for risk mitigation,
 
access to projects and to facilitate for farm down.
The aim is to always have access to a variety of funding sources across different markets and instruments,
 
as well as maintain
relationships with a core group of international banks that provide a wide range of banking
 
services.
Our credit rating target is within the single A category on a stand-alone basis. This rating
 
ensures access to relevant capital markets at
favourable terms and conditions.
 
The Group's borrowing needs are usually covered through the issuance of short-, medium- and long-term
 
securities, including
utilisation of a US Commercial Paper Programme (programme limit USD 5.0 billion) and issuances
 
under a Shelf Registration
Statement filed with the SEC in the US and a Euro Medium-Term Note (EMTN) Programme (programme limit EUR 20 billion) listed on
the London Stock Exchange. In addition, Equinor has a multicurrency revolving credit
 
facility of USD 6 billion, including a USD 3 billion
swing line (same day value) option. The credit facility is used as a backstop for the group’s US Commercial
 
Paper Programme and
has a sustainability linked financing element included in the loan agreement related to Equinor’s
 
CO
2
 
upstream intensity target.
Equinor believes that given its current liquidity reserves, including the committed revolving credit facility
 
of USD 6 billion and its access
to global capital markets, Equinor will have sufficient funds available to meet its liquidity and working capital
 
requirements.
Equinor did not issue any new bonds in 2023
 
and 2022. The redemption profile of previously issued bonds by currency denomination
is shown above.
 
This includes bonds issued in the US and European bond markets. All the
 
bonds are unconditionally guaranteed by
Equinor Energy AS. The long-term debt portfolio is partially swapped to floating USD interest
 
rate. Equinor manages its interest rate
exposure on its bond debt based on risk and reward considerations from an enterprise risk management
 
perspective. This means that
the fixed/floating mix on interest rate exposure may vary from time to time. After the
 
effect of currency swaps, the major part of
Equinor’s borrowings is in USD.
The management of financial assets and liabilities takes into consideration funding sources, the
 
maturity profile of long-term debt,
interest rate risk, currency risk and available liquid assets. In addition, interest rate derivatives, primarily interest
 
rate swaps, are used
to manage the interest rate risk of the long-term debt portfolio.
As of 31 December 2023, Equinor had a long-term credit rating of Aa2 (Moody’s Investors Service)
 
and AA- (Standard & Poor’s
Global Ratings), including an uplift due to state ownership (two notches from Moody’s Investors Service and
 
one notch from Standard
& Poor’s Global Ratings compared to their respective stand-alone credit rating assessments
 
of Equinor). This rating is well above our
rating target and ensures sufficient predictability when it comes to funding access at attractive terms and conditions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
44
Liquidity management
Equinor diversifies its cash investments across a range of financial instruments and counterparties to
 
avoid concentrating risk in any
one type of investment or any single country. As of 31 December 2023, approximately 39% of Equinor’s liquid assets were held
 
in
NOK-denominated assets, 35% in EUR, 15% in USD, 7% in SEK, 3% in AUD and 1%
 
in GBP before the effect of currency swaps and
forward contracts. Approximately 53% of Equinor’s liquid assets were held in time deposits,
 
23% in treasury bills and commercial
papers, 14% in corporate bonds, 5% in money market funds and 1% in current accounts.
As of 31 December 2023, approximately 4% of Equinor’s liquid assets were
 
classified as restricted cash and cash equivalents
(including collateral deposits).
Balance sheet and financial indicators
Non-current assets
The sum of equity-accounted investments and non-current segment assets was USD 67,038 million for
 
the year ending 31 December
2023, compared to USD 64,414 million for the year ending 31 December 2022. Acquisitions, including the Suncor
 
Energy UK Limited
transaction and the renewable companies BeGreen and Rio Energy, are the primary contributors to this increase relative to the prior
year. Additions to PP&E also increased, however this was partially offset by impairments booked in the year.
Financial indicators
 
For the year ended 31 December
(in USD million)
2023
2022
Gross interest-bearing debt
 
1)
31,796
32,168
Net interest-bearing debt before adjustments
(7,069)
(13,288)
Net debt to capital employed ratio*
 
2)
(17.1%)
(32.6%)
Net debt to capital employed ratio adjusted, including lease
 
liabilities*
 
3)
(11.6%)
(14.3%)
Net debt to capital employed ratio adjusted*
 
3)
(21.6%)
(23.9%)
Cash and cash equivalents
9,641
15,579
Current financial investments
29,224
29,876
1)
Defined as non-current and current finance debt.
2)
As calculated based on IFRS Accounting Standards
 
balances. Net debt to capital employed
 
ratio* is the net debt divided by capital
employed. Net debt is interest-bearing debt
 
less cash and cash equivalents and current
 
financial investments. Capital employed is net
debt, shareholders' equity and minority interest.
3)
In order to calculate the net debt to capital employed
 
ratio* adjusted, Equinor makes adjustments to
 
capital employed as it would be
reported under IFRS Accounting Standards. The
 
following adjustment is made in calculating the
 
net debt to capital employed adjusted*,
including lease liabilities ratio* and the net debt
 
to capital employed adjusted ratio*: collateral
 
deposits (classified as Cash and cash
equivalents in the Consolidated balance sheet),
 
and financial investments held in Equinor Insurance
 
AS (classified as Current financial
investments in the Consolidated balance sheet) are
 
treated as non-cash and excluded from the calculation
 
of these non-GAAP measures.
Collateral deposits are excluded since they relate
 
to certain requirements of exchanges where Equinor
 
is trading and presented as
restricted cash and cash equivalents. Financial investments
 
in Equinor Insurance are excluded as these
 
investments are not readily
available for the group to meet short term commitments.
 
This adjustment results in a higher net debt
 
figure and in Equinor’s view provides
a more prudent measure of the net debt to
 
capital employed ratio* than would be the
 
case without such exclusions.
Gross interest-bearing debt
Gross interest-bearing debt was USD 31.8 billion and USD 32.2 billion at 31 December 2023
 
and 2022, respectively. The USD 0.4
billion net decrease from 2022 to 2023 was due to the decline in finance debt and lease liabilities.
 
Current finance debt and lease
liabilities increased by USD 1.7 billion, mainly due to an increase in the utilisation of the US Commercial
 
Paper programme. Non-
current finance debt decreased by USD 2.0 billion due to reclassification of non-current debt to
 
current debt and currency effects. The
weighted average annual interest rate on finance debt was 3.41% and 3.29% at 31 December
 
2023 and 2022, respectively. Equinor’s
weighted average maturity on finance debt was nine years at 31 December 2023 and
 
nine years at 31 December 2022.
Net interest-bearing debt
Net interest-bearing debt before adjustments was negative USD 7.1 billion and negative USD
 
13.3 billion at 31 December 2023 and
2022, respectively. The decrease of USD 6.2 billion from 2022 to 2023 was mainly related to a decrease in cash and cash equivalents
of USD 5.9 billion, a USD 0.7 billion decrease in current financial investments and a decrease in gross
 
interest-bearing debt of USD
0.4 billion.
 
exhibit154p45i0
Group performance
Equinor 2023 Integrated Annual Report
 
45
The net debt to capital employed ratio*
The net debt to capital employed ratio* before adjustments was negative 17.1% and negative 32.6%
 
in 2023 and 2022, respectively.
The net debt to capital employed ratio adjusted* was negative 21.6% and negative 23.9% in 2023
 
and 2022, respectively.
The 15.5 percentage point increase in net debt to capital employed ratio* before adjustments from
 
2022 to 2023 was mainly related to
the reduction of net interest-bearing debt of USD 6.2 billion.
The 2.3 percentage points increase in net debt to capital employed ratio adjusted* from 2022
 
to 2023 was related to the decline in net
interest-bearing debt adjusted of USD 1.8 billion and a decrease in capital employed adjusted* of USD
 
3.7 billion.
Return on average capital employed (ROACE)*
 
The return on average capital employed (ROACE)*
 
was 24.9% in 2023, compared to 55.1% in 2022. The change from 2022 was
mainly due to the decrease in adjusted earnings* after tax.
Cash, cash equivalents and current financial investments
Cash and cash equivalents were USD 9.6 billion and USD 15.6 billion at 31 December
 
2023 and 2022, respectively. See note 19
Cash and cash equivalents to the Consolidated financial statements for information concerning
 
restricted cash and cash equivalents.
Current financial investments, which are part of Equinor’s liquidity management,
 
amounted to USD 29.2 billion and USD 29.9 billion at
31 December 2023 and 2022, respectively.
Relative TSR
Equinor performs an assessment of performance against a peer group of 11 European and U.S. companies by relative Total
Shareholder Return (TSR). TSR is the sum of a share’s price growth and dividends for the same period,
 
divided by the share price at
the beginning of the period and is provided by a third-party service provider.
The chart below shows TSR for 2023. Equinor is number eight with a TSR of -0.2% (measured in USD).
2023 was a relatively strong year for global equity markets, but not specifically strong for
 
oil and gas equities. Other sectors had
experienced difficulties over the last years, not least due to covid and its aftermath, while energy companies had seen
 
high profits in
2022 when energy prices surged after the Russian invasion of Ukraine. There was a certain rebalance
 
in 2023 as it became clear that
energy prices were drifting back to more normal levels. In the European gas market in
 
2023, gas prices were much below the
abnormal prices experienced in the year before, with the full gas storage and mild winter, which had an impact on Equinor.
 
 
exhibit154p46i0
Group performance
Equinor 2023 Integrated Annual Report
 
46
The graph below shows the relative performance of Equinor over five years from 2019
 
until 2023. Over this period, Equinor ranks
number 2 with a TSR of 102%.
Equinor’s peer group consists of the following companies:
 
Aker BP,
 
BP,
 
Chevron, ConocoPhillips, Eni, ExxonMobil, Galp, Repsol, Shell, TotalEnergies and Ørsted.
 
Continued operation
In accordance with §3-3a of the Norwegian Accounting Act, the BoD confirms that the going
 
concern assumption on which the
financial statements were prepared is appropriate.
 
Group outlook
●
Organic capital expenditures*
 
are estimated at around USD 13 billion for 2024
7
.
●
Oil & gas production
 
for 2024 is estimated to be stable compared to the 2023 level.
●
Renewable power generation
for 2024 is estimated to double compared to the 2023 level.
●
 
Equinor’s ambition is to keep the
unit of production cost
 
in the top quartile of its peer group.
●
Scheduled maintenance activity
 
is estimated to reduce equity production by around 60 mboe per day for the full year
 
of 2024.
These forward-looking statements reflect current views about future events and are, by their nature, subject
 
to significant risks and
uncertainties because they relate to events and depend on circumstances that will
 
occur in the future. Deferral of production to create
future value, gas off-take, timing of new capacity coming on stream and operational regularity and levels of industry
 
product supply,
demand and pricing represent the most significant risks related to the foregoing production guidance.
 
Our future financial
performance, including cash flow and liquidity, will be affected by the extent and duration of the current market conditions, the
development in realised prices, including price differentials and other factors discussed elsewhere in the report.
 
For further
information, see section 5.8 Forward-looking statements in the report.
 
 
7
 
USD/NOK exchange rate assumption of 10.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
47
Operational data
For the year ended 31 December
Operational data
2023
2022
2021
23-22 change
22-21 change
Prices
Average Brent oil price (USD/bbl)
82.6
101.2
70.7
(18%)
43%
E&P Norway average liquids price (USD/bbl)
78.6
97.5
67.6
(19%)
44%
E&P International average liquids price (USD/bbl)
72.6
92.0
67.6
(21%)
36%
E&P USA average liquids price (USD/bbl)
64.4
81.0
58.3
(20%)
39%
Group average liquids price (USD/bbl)
75.0
94.1
66.3
(20%)
42%
Group average liquids price (NOK/bbl)
792
906
570
(12%)
59%
E&P Norway average internal gas price (USD/mmbtu)
12.20
31.22
14.43
(61%)
>100%
 
E&P USA average internal gas price (USD/mmbtu)
 
1.77
5.55
2.89
(68%)
92%
Realised piped gas price Europe (USD/mmbtu)
1)
13.86
32.84
14.97
(58%)
>100%
 
Realised gas price US (USD/mmbtu)
2.09
5.89
3.22
(65%)
83%
Refining reference margin (USD/bbl)
10.2
14.5
4.0
(30%)
>100%
 
Entitlement production (mboe per day)
E&P Norway entitlement liquids production
645
605
643
7%
(6%)
E&P International entitlement liquids production
240
203
207
18%
(2%)
E&P USA entitlement liquids production
145
114
128
27%
(11%)
Group entitlement liquids production
1,030
922
978
12%
(6%)
E&P Norway entitlement gas production
729
782
721
(7%)
8%
E&P International entitlement gas production
26
32
40
(18%)
(19%)
E&P USA entitlement gas production
168
165
193
2%
(14%)
Group entitlement gas production
924
980
954
(6%)
3%
Total entitlement liquids and gas production
1,954
1,901
1,931
3%
(2%)
Equity production (mboe per day)
E&P Norway equity liquids production
645
605
643
7%
(6%)
E&P International equity liquids production
304
281
291
8%
(4%)
E&P USA equity liquids production
162
127
142
28%
(11%)
Group equity liquids production
1,112
1,013
1,076
10%
(6%)
E&P Norway equity gas production
729
782
721
(7%)
8%
E&P International equity gas production
41
47
51
(13%)
(7%)
E&P USA equity gas production
200
197
231
2%
(15%)
Group equity gas production
970
1,026
1,003
(5%)
2%
Total equity liquids and gas production
2,082
2,039
2,079
2%
(2%)
Liftings (mboe per day)
Liquids liftings
1,048
914
980
15%
(7%)
Gas liftings
956
1,009
989
(5%)
2%
Total liquids and gas liftings
2,003
1,923
1,969
4%
(2%)
Production cost (USD/boe)
Production cost entitlement volumes
6.6
6.5
5.8
1%
12%
Production cost equity volumes
 
6.2
6.1
5.4
2%
13%
Power generation
Total power generation (GWh) Equinor share
4,235
2661
1562
59%
70%
Renewable power generation (GWh) Equinor share
2)
1,937
1649
1562
17%
6%
1) Restated. Restatement due to a change in
 
definition of the price marker for realised gas price
 
and improved methodology for
calculating liquids sales volumes. For more information,
 
see section 5.7 Other definitions and abbreviations.
2) Includes Hywind Tampen renewable power generation.
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
48
Sales prices
The following table presents realised sales prices.
Realised sales prices
Norway
Eurasia
 
excluding
Norway
Africa
Americas
Year ended 31 December 2023
Average sales price oil and condensate in USD per bbl
82.4
77.1
79.9
72.2
Average sales price NGL in USD per bbl
48.8
NA
43.7
20.4
Average sales price natural gas in USD per MMBtu
13.9
14.6
8.2
2.1
Year ended 31 December 2022
Average sales price oil and condensate in USD per bbl
102.0
89.7
100.9
90.0
Average sales price NGL in USD per bbl
64.2
NA
59.7
34.9
Average sales price natural gas in USD per MMBtu
32.8
1)
25.8
8.4
5.9
Year ended 31 December 2021
Average sales price oil and condensate in USD per bbl
70.0
67.0
71.0
65.7
Average sales price NGL in USD per bbl
52.5
51.8
48.9
29.5
Average sales price natural gas in USD per MMBtu
15.0
1)
15.4
6.9
3.2
1) Restated. Restatement due to a change in
 
definition of the price marker for realised gas
 
price. For more information, see section 5.7 Other
definitions and abbreviations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
49
Sales volumes
Sales volumes include lifted entitlement volumes, the sale of SDFI volumes and the marketing
 
of third-party volumes. In addition to
Equinor’s own volumes, we market and sell oil and gas owned by the Norwegian State
 
through the Norwegian State's share in
production licences. This is known as the State's Direct Financial Interest or SDFI. For
 
additional information, see report Board
statement on corporate governance, and note 7 Total revenues and other income to the Consolidated financial statements.
The following table shows the SDFI and Equinor sales volume information on crude oil and
 
natural gas for the periods indicated.
 
For the year ended 31 December
Sales Volumes
2023
2022
2021
Equinor
1)
Liquids sale (mmbbl)
2)
421
375
380
Natural gas (bcm)
55.5
58.6
57.4
Combined liquids and gas (mmboe)
770
744
741
Third-party volumes
3)
Liquids sale (mmbbl)
2)
413
314
305
Natural gas (bcm)
5.7
7.2
7.0
Combined liquids and gas (mmboe)
450
359
350
SDFI assets owned by the Norwegian State
4)
Liquids sale (mmbbl)
2)
146
146
153
Natural gas (bcm)
38.9
42.9
41.7
Combined liquids and gas (mmboe)
391
416
416
Total
Liquids sale (mmbbl)
2)
980
835
839
Natural gas (bcm)
100.1
108.7
106.2
Combined liquids and gas (mmboe)
1,610
1,519
1,507
1)
The Equinor volumes included in the table above
 
include volumes sold by MMP, E&P international and E&P USA. Volumes lifted by E&P
Norway, E&P International or E&P USA and still in inventory or in transit
 
may cause these volumes to differ from the sales volumes
reported elsewhere in this report by MMP.
 
2)
Sales volumes of liquids include NGL, condensate and
 
refined products. All sales volumes reported in
 
the table above include internal
deliveries to our manufacturing facilities. Restated,
 
for more information, see section 5.7 Other
 
definitions and abbreviations.
3)
Third-party volumes of crude oil include both volumes
 
purchased from partners in our upstream operations
 
and other cargos purchased
in the market. The third-party volumes are purchased
 
either for sale to third parties or for our own use.
 
Third party volumes of natural
gas include third-party LNG volumes.
4)
The line item SDFI assets owned by the Norwegian
 
State includes sales of both equity production and
 
third-party.
 
 
exhibit154p50i0
Group performance
Equinor 2023 Integrated Annual Report
 
50
Oil and gas reserves
Proved oil and gas reserves
Proved oil and gas reserves were estimated to be 5,214
8
 
million boe at year end 2023, compared to 5,191 million boe at the end of
2022.
Changes in proved reserves estimates are most commonly the result of revisions of estimates
 
due to observed production
performance or changes in prices or costs, extensions of proved areas through drilling activities or the inclusion
 
of proved reserves in
new discoveries through the sanctioning of new development projects. These changes are the result
 
of continuous business
processes and can be expected to continue to affect proved reserves estimates in the future.
Proved reserves can also be added or subtracted through purchases and sales of reserves-in-place
 
or factors outside management
control.
Changes in product prices can affect the quantities of oil and gas that can be recovered from the accumulations. Higher
 
oil and gas
prices will normally allow more oil and gas to be recovered, while lower prices will normally
 
result in reduced recovery. However, for
fields with production sharing agreements (PSA), higher prices may result in reduced entitlement to produced
 
volumes and lower
prices may result in increased entitlement to produced volumes. These described changes are included
 
in the revisions and improved
recovery category in the tables that follow in this report.
The principles for booking proved gas reserves are limited to contracted gas sales or gas with
 
access to a robust gas market.
Equinor prepares its disclosures for oil and gas reserves and certain other supplemental oil and gas disclosures
 
by geographical area,
as required by the SEC. The geographical areas are defined by country and continent. In 2023
 
these are Norway, Eurasia excluding
Norway, Africa, the USA and the Americas excluding USA.
In Norway and other countries where there is a reasonable certainty that the authorities will
 
approve the plan for development and
operation (PDO), Equinor recognises reserves as proved undeveloped reserves when the PDO
 
is submitted to the authorities.
Otherwise, reserves are generally booked as proved undeveloped reserves when regulatory approval
 
is received, or when such
approval is imminent. Undrilled well locations in onshore assets in the USA are generally booked
 
as proved undeveloped reserves
when a development plan has been adopted and the well locations are scheduled to
 
be drilled within five years.
Approximately 83% of Equinor’s proved reserves are located in countries that
 
are members of the Organisation of Economic Co-
Operation and Development (OECD). Norway is by far the most important contributor in this
 
category, followed by the USA. Of
Equinor's total proved reserves, 5% are related to PSAs in non-OECD countries such as Angola, Brazil, Azerbaijan,
 
Algeria, Libya and
Nigeria. Other proved non-OECD reserves are related to concession fields in Brazil
 
and Argentina, representing together 12% of
Equinor's total proved reserves.
8
 
Volumes related to the planned exit from Azerbaijan are included in the proved oil and gas reserves at year end 2023.
 
exhibit154p51i0 exhibit154p51i2 exhibit154p51i1
Group performance
Equinor 2023 Integrated Annual Report
 
51
1
 
Volumes related to the planned exit from Azerbaijan are included in the proved oil and gas reserves at year end 2023.
Changes in proved reserves
 
The total volume of proved reserves increased by 23 million boe in 2023.
Revisions and improved recovery
Revisions of previously booked reserves, including the effect of improved recovery, increased the proved reserves by
 
net 232 million boe in 2023. The increase is the result of
366 million boe in positive revisions and increased recovery, partially offset
by 135 million boe in negative revisions. Many producing assets had positive revisions due to better performance,
 
new drilling targets
and improved recovery measures, as well as reduced uncertainty due to further drilling and
 
production experience. Increased
entitlement volumes from several fields with PSAs added to the positive revisions. The negative
 
revisions were mainly related to
unforeseen events and operational challenges resulting in reduced production potential on
 
some assets. The negative revisions also
included a direct effect of lower commodity prices, decreasing the proved reserves by approximately 17 million boe
 
through decreased
economic lifetime on several assets.
 
Group performance
Equinor 2023 Integrated Annual Report
 
52
Extensions and discoveries
A total of 507 million boe of new proved reserves were added through extensions and
 
discoveries. The Raia field in Brazil, the
Rosebank field in the United Kingdom (UK) and the Sparta field in the USA are the main
 
contributors in this category and are included
in the proved reserves for the first time this year. In addition, this category includes extension of the proved area through continuous
drilling of new wells in previously undrilled areas in the Appalachian basin assets in the
 
USA and in Argentina.
Purchases and sales of reserves-in-place
A total of 31 million boe of proved reserves were added through the purchase of Suncor Energy
 
UK Limited in 2023 which included a
working interest in the producing Buzzard field.
A total of 35 million boe of sales of reserves-in-place in 2023 are related to
the sale of a 28% working interest in the Statfjord area on
the Norwegian continental shelf (NCS) and the sale of our interests in the Corrib field in Ireland.
In the fourth quarter of 2023, Equinor entered into an agreement to divest our interests
 
in the Azeri-Chirag-Gunashli (ACG) field in
Azerbaijan. Closing is subject to regulatory and contractual approvals and is expected to take
 
place in mid 2024. The sale will result in
an estimated reduction in proved reserves of approximately 45 million boe.
Production
The 2023 entitlement production was 711 million boe, compared to 695 million boe in 2022. The increase was mainly due to ramp up
to plateau production at the Johan Sverdrup field in Norway and the Peregrino field in
 
Brazil.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
53
Development of reserves
 
In 2023, 325 million boe were matured from proved undeveloped to proved developed reserves mainly due
 
to continued drilling in
major offshore assets, Johan Sverdrup being the largest contributor, and in the Appalachian basin in the USA. The production start of
Vito in the USA in addition to Breidablikk and Bauge in Norway added to the maturation of proved undeveloped
 
reserves. The positive
revision and improved recovery of proved undeveloped reserves of 90 million boe is related to
 
large offshore fields in Norway such as
the Oseberg area, Visund, Johan Sverdrup and Snorre due to continued high activity level and
 
planned future infill wells. Finally, 475
million boe was added to proved undeveloped reserves through extensions and discoveries. The
 
largest additions in this category are
related to the sanctions of Raia in Brazil, Rosebank in the UK and Sparta
 
in the USA, in addition to further development in the
Appalachian basin.
 
Proved developed and undeveloped reserves
At 31 December 2023
Oil and
condensate
NGL
Natural gas
Total oil and
gas
 
(mmboe)
(mmboe)
(mmmcf)
(mmboe)
Developed
Norway
720
124
9,131
2,470
Eurasia excluding Norway
57
1
16
61
Africa
107
7
70
126
USA
201
51
1,859
583
Americas excluding USA
211
-
42
219
Total proved developed reserves
1,296
182
11,118
3,459
Undeveloped
Norway
426
57
2,175
871
Eurasia excluding Norway
156
2
55
168
Africa
16
1
4
18
USA
79
10
408
162
Americas excluding USA
410
-
710
537
Total proved undeveloped reserves
1,089
69
3,353
1,755
Total proved reserves
2,384
251
14,471
5,214
As of 31 December 2023, the total proved undeveloped reserves amounted to 1,755 million boe,
 
close to 50% of which are related to
fields in Norway. The Oseberg area, Snøhvit and Johan Sverdrup fields, which have continuous development activities, together with
fields not yet in production, such as Johan Castberg, Munin and Ormen Lange Phase
 
3, have the largest proved undeveloped
reserves in Norway. The largest assets with proved undeveloped reserves outside Norway, are Raia, Bacalhau, Peregrino and
Roncador in Brazil, Rosebank and Mariner in the UK, Sparta and the Appalachian
 
basin in the USA, and ACG in Azerbaijan. All these
assets are either currently in the production phase or will start production within the next
 
five years.
For assets with proved reserves where production has not yet started, investment decisions have
 
already been sanctioned and
investments in infrastructure and facilities have commenced. There are no material development
 
projects, that would require a
separate future investment decision by management, included in our proved reserves
 
estimates. Some offshore development
activities will take place more than five years from the disclosure date on many assets,
 
but these are mainly related to incremental
type of spending, such as drilling of additional wells from existing facilities, in order
 
to secure continued production.
For projects under development, the Covid-19 pandemic impacted the progress due to personnel
 
limitations on offshore as well as
onshore facilities and yards. The pandemic has delayed production start at the Johan Castberg
 
field in Norway. The field was
originally planned to start production in 2022, four years after the field development was
 
sanctioned, but the start-up is delayed to the
fourth quarter of 2024.
For our onshore assets, all proved undeveloped reserves are limited to wells that are scheduled to
 
be drilled within five years.
In 2023, Equinor incurred USD 8.1 billion in development costs relating to assets carrying
 
proved reserves, of which USD 6.7 billion
was related to proved undeveloped reserves.
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
54
 
Reserves replacement
The reserves replacement ratio is defined as the net amount of proved reserves added for a given period divided
 
by produced
volumes in the same period.
The 2023 reserves replacement ratio was 103% and the corresponding three-year average was
 
98%, compared to 76% and 62%
respectively at the end of 2022.
The organic reserves replacement ratio, excluding sales and purchases, was 104% in 2023 compared
 
to 89% in 2022. The organic
three-year average replacement ratio was 107% at the end of 2023 compared to 70% at the
 
end of 2022.
Reserves replacement ratio
For the year ended 31 December
2023
2022
2021
Annual
103%
76%
113%
Three-year average
98%
62%
61%
 
Group performance
Equinor 2023 Integrated Annual Report
 
55
Reference to Reserves report
A separate reserves report is included as Exibit 15.5 to the 2023 annual report on Form 20-F. The Reserves report is covering proved
reserves required by the Securities and Exchange Commission (SEC). The report may also be
 
downloaded from Equinor`s website at
www.equinor.com/reports.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
56
2.2 Sustainability performance
To
 
fulfil Equinor’s purpose of turning natural resources
 
into energy for people and progress for society,
an energy transition is needed that is sustainable. This entails
 
providing energy in an economically
viable, safe and secure way, with lower emissions, while also addressing the challenges of nature and
biodiversity loss, and the need for a just transition.
Sustainability approach
Given the interconnectivity and interdependence of sustainability issues and the scale and complexity of the global energy
system, we aim to take a holistic approach and work in partnership with governments, customers, civil society and industry to
deliver a positive impact.
Our approach to sustainability is rooted in material topics that were selected based on their impact and financial materiality to
our business and stakeholders. These material topics are grouped into our three strategic pillars: Always Safe, High Value,
and Low Carbon. For each material topic there is key information on indicators/metrics, management approach, performance
data and evaluation of our progress.
Sustainability governance
We seek to embed sustainability into all levels of governance, risk management, and decision making. Because
 
much of our activity is
delivered by suppliers and sub-contractors, we also expect our supply chain partners to contribute.
The Equinor ASA BoD and CEC regularly monitor and discuss sustainability issues. To ensure the effectiveness of our sustainability
management, regular performance reviews are conducted at multiple levels, including the BoD, the
 
safety, sustainability,
 
and ethics
committee (SSEC), and the CEC. Corporate functions and business areas also evaluate
 
sustainability performance at group level and
business area level, respectively. We use various assurance mechanisms, including internal and external audits, verifications, self-
assessments, benchmarking, and participate in external performance ratings to evaluate our progress
 
and drive continuous
improvement.
Corporate level functions responsible for sustainability-related issues include safety and security, sustainability, people and
organisation and legal. The heads of these functions at group level are responsible
 
for setting strategic direction and reporting on risk
and performance within these topics to the CEC and BoD, including the relevant committees thereof.
The corporate sustainability function oversees aspects related to climate, nature, and social responsibility. The corporate safety
function is responsible for safety, health, work environment and security. The chief compliance officer is responsible for business
ethics and compliance.
The business line executes the company’s sustainability-related ambitions and manages relevant risks and performance. Dedicated
safety, security and sustainability staff in the business line are part of a company-wide functional network and provide advice and
support to the business line.
Sustainability governance in Equinor
CEO
 
The CEO is responsible for overseeing the company's operations, and presents proposal for strategy,
significant investments, ambitions, actions and external reporting.
Strategy
 
Corporate Strategy sets the strategic direction and balance between competing priorities 
Risk
 
Corporate Risk is responsible for risk management framework and processes, and for assessing
 
and
communicating Equinor’s risk profile, including climate-related, safety, business integrity and human rights
risks.  
Finance
 
The CFO drives financial performance within Equinor, and is responsible for the integrated annual report 
Performance
management
 
Performance management sets targets and monitors performance, including for sustainability-related
indicators.  
Safety and
sustainability
 
The corporate sustainability function oversees aspects related to climate, nature, and social responsibility.
The corporate safety function is responsible for safety, health, work environment and security. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
57
Legal
 
Legal is responsible for sustainability-related legal advice, including business ethics and compliance.
People and
organisation
 
The role of the PO function is to set functional standards and targets, and drive operational
 
performance.  
Business
line
 
The business line executes the company’s sustainability ambitions and manages
 
relevant risks and
performance. Dedicated safety, security and sustainability staff in the business line is part of company-wide
functional networks and provides advice and support to the business line. 
Working with partners and suppliers
Equinor has ownership shares in many assets operated by other companies. Similarly, other companies have ownership stakes in
assets that we operate. The way we work and follow up on partner-operated assets seeks
 
to ensure that governance, risk and
performance management is compatible with our own requirements and practices. Through
 
the applicable committee structures in the
partnerships, we follow up and support the management of risks and performance related to safety, security, ethics, integrity and
sustainability including climate, nature, and social performance.
A significant part of our value chain consists of activities carried out by suppliers working under
 
contracts awarded by Equinor. The
suppliers generate considerable value to us, our partners and customers, and we believe in
 
strong relationships with high-quality
suppliers. They help us to maintain safe and efficient operation at our facilities, realise new projects and create
 
local supplier and
employment opportunities. We aim to cooperate with suppliers that operate in accordance with our values and who maintain
 
high
standards for health, safety, sustainability and business conduct.
We expect that our suppliers meet our expectations related to ethics and compliance, climate and human rights. Details of
 
our climate
and human rights expectations are shown below.
Climate-related expectations for suppliers
To support our net-zero ambition, we expect our suppliers to:
●
 
Have net-zero ambitions and near-term emissions reduction targets.
●
 
Publicly disclose scope 1 & 2 emissions and scope 3 emission estimates.
●
 
Engage with their suppliers on emission disclosure and net-zero plans.
●
 
Report to CDP Supply Chain Program if requested by Equinor.
Human rights-related expectations for suppliers
To support our human rights commitment, we expect our suppliers to:
●
 
Ensure fair treatment and non-discrimination.
●
 
Provide safe, healthy and secure workplace and accommodation.
●
 
Provide fair wages and reasonable working hours.
●
 
Respect freedom of assembly, association and the right to collective bargaining.
●
 
Prevent modern slavery, child labour and protecting young workers.
●
 
Respect affected community members and providing access to remedy.
Stakeholder engagement
In line with our values of being open and collaborative, we actively engage with internal and external
 
stakeholders to discuss our
strategy, approach, and performance. Regular engagement with our stakeholders enrich and challenge our priorities and positions,
and contributes to continuously improvement in our performance and strategic direction.
Throughout 2023, we engaged with numerous stakeholders, including investors, governments, regulators,
 
business partners and
suppliers, customers, local communities, academic institutions, and nongovernmental organisations. The
 
chair of the BoD, the CEO
and senior managers, amongst others, regularly engage in stakeholder dialogues. We consult stakeholders both directly
 
and
indirectly, and we seek to reduce potential language, social and geographical barriers. In 2023, we saw a continued interest in our
climate-related, safety and human rights practices, rising concern over biodiversity and ecosystem
 
impacts, and increased focus on
circular solutions in our stakeholder interactions.
Equinor participates in a wide range of relevant associations and industry initiatives to engage
 
in dialogue, share knowledge and learn
from others. The following are some of the associations that we worked with in 2023:
 
exhibit154p58i0
Group performance
Equinor 2023 Integrated Annual Report
 
58
CCSA, G+ Global offshore wind health and safety organisation and Global Wind Offshore (GWO), Hydrogen UK, the International
Emissions Trading Association (IETA), International Association of Oil and Gas Producers (IOGP), Ipieca, Methane Guiding
Principles, Offshore Norge, Oil and Gas Climate Initiative (OGCI), Oil and Gas Methane partnership, Renewable
 
UK, Sustainability
Hub Norway, the Task
 
Force on Climate-related Financial Disclosures, the Task Force on Nature-related Financial Disclosures, United
Nations Global Compact, Wind Europe, and the World Business Council for Sustainable Development.
Materiality assessment
A materiality assessment was performed to identify and determine Equinor’s
 
material sustainability topics for 2023. The basis for the
materiality assessment is the approach described in the GRI standard 3 Material topics
 
2021 universal standard issued by the Global
Sustainability Standards Board, but expanded to a double materiality assessment informed by the
 
approach described in the
European Sustainability Reporting Standards (ESRS 1). The process included involvement
 
of Equinor subject matter experts,
engagement with external stakeholders and calibration and validation by executive management
 
and board committees.
Building on more than 20 years of sustainability reporting and topics included in ESRS
 
1 appendix A, internal subject matter experts
participated in topic-related workshops to assess our impacts on nature and society, while sustainability-related financial upside and
downside risks were assessed together with our risk assessment experts. For each topic assessed,
 
an overall impact materiality score
and a financial impact score was given based on the guidance in ESRS 1, enabling
 
a ranking of the topics in a two-dimensional plot
for further discussion and calibration.
The views of external stakeholders were included in the assessment based on feedback received
 
through dialogue with different
stakeholder groups. Further we conducted a stakeholder survey, covering a broad range of stakeholder groups representing industry,
suppliers, investors, lenders, non-governmental organisations, academia, and trade unions, in
 
which they were asked to provide
feedback on the impact and financial materiality of the material topics reported in our
 
2022 annual report. They were also asked to
provide other improvement proposals and additional topics to be considered. The survey, with about 40% response rate, showed a
large degree of alignment with our internal assessment on relative materiality of the different topics. Through
 
the survey we also
received feedback that contributed to the decision to have Respecting human rights
 
as a separate topic and include Diversity and
inclusion in Workforce for the future. The survey also contributed to merging the two low carbon
 
topics; Net-zero pathway and
Emissions reductions, into a single Net-zero pathway topic for current year reporting.
Building on the initial assessment and ranking by Equinor subject matter experts and input
 
from the stakeholder survey, relevant
functional leadership teams and the executive management committee, including the CEO, were
 
engaged through workshops for
calibration and further refinement of the materiality assessment and relative importance of the topics considered.
 
Finally, the Board’s
Audit Committee and the Boards Safety, Sustainability and Ethics Committee were engaged in a joint workshop for the same purpose.
Prior to several of these meetings, participants, including executive management and board members, were
 
asked to do individual
survey-based assessments to provide starting points for the workshops.
The material topics concluded for 2023 are listed in the Material topics table, including assessment
 
of relative impact materiality and
financial materiality for each topic. The topics are grouped into our three strategic pillars: always
 
safe, high value and low carbon.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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59
Material topics’ performance
ALWAYS
 
SAFE
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATUS
PERFORMANCE
2023
2022
SAFE AND
 
SECURE OPERATIONS
Serious Incident
 
Frequency (SIF) (number
 
per million
hours worked)
≤0.3 (2023)
o
0.4
0.4
Total Recordable
 
Injury
 
Frequency (TRIF) (number
 
per
million hours worked)
≤2.2 (2023)
o
2.4
2.5
Completion of cyber
 
security awareness training
 
for
employees - since
 
commenced June 2021 (%)
95% (2023)
l
98
98
PROTECTING
 
NATURE
Serious accidental spills (number of)
0 (2023)
l
0
0
New projects with net positive impact plans (NPI) (number
 
of
projects)
New projects in protected areas or areas of high
biodiversity value to establish a plan aiming to
demonstrate net positive impact (one project in scope
for 2023)
o
0
n/r
Sites with site-specific inventory of key biodiversity features
(number of assets)
Establish site-specific inventory of key biodiversity
features for 35 existing sites
l
35
n/r
RESPECTING HUMAN RIGHTS
No relevant monitoring indicator available
1
Determine a suitable human rights indicator
 
(2023)
l
Completed
n/r
WORKFORCE FOR THE FUTURE
Inclusion index
 
score (%)
I: ≥80 (2025)
t
78
77
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
60
HIGH VALUE
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATU
S
PERFORMANCE
2023
2022
PROFITABLE
 
PORTFOLIO
Relative Total Shareholder Return
 
(Relative TSR)
(quartile)
Above average in
 
ranking among peers
²
o
8 of 12
6 of 12
Relative ROACE*
 
(peer group
 
rank)
First quartile in
 
ranking among peers
²
l
1 of 12
1 of 12
Return on Average Capital
 
Employed* (ROACE) (%)
>15% yearly
 
(2023-2030)
²
,
³
t
24.9
55.1
Organic
 
Capex*
 
(USD
billion)
2023 outlook guiding 10-11
²
t
10.2
8.3
4
Equity production liquids and gas
 
(mboe per day)
2023 outlook
 
guiding
˜3% above 2022
²
o
Growth 2%
(2,082)
2,039
ENERGY PROVISION AND VALUE CREATION
 
FOR SOCIETY
Energy production (TJ to market)
 
5
 
Not applicable
4,365,682
4,265,540
Payments to
 
governments (USD
billion)
Not applicable
31.0
49.2
Share of
 
procurement spend
 
locally (%)
Not applicable
89
89
INTEGRITY
 
AND
 
ANTI-CORRUPTION
Confirmed corruption
 
cases
 
(number of)
0 (2022)
l
0
0
Employees who signed-off the Code of Conduct (%)
≥95% (2022)
l
96
95
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
61
LOW CARBON
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATUS
PERFORMANCE
2023
2022
NET-ZERO PATHWAY
Upstream CO2
 
intensity, Scope 1
 
(kg CO2/boe)
<7 kg/boe (2025)
6
<6 kg/boe (2030)
l
6.7
6.9
Absolute GHG emissions scope 1 and 2
 
(million tonnes
CO2e)
Net 50% emission
 
reduction
 
(2015 -> 2030)
v
11.6
(-30%)
11.4
(-31%)
Net carbon intensity
 
(gCO2e/MJ)
(Includes GHG emissions from scope 1, 2 and 3 - Category
11, Use of sold products)
)-20% (2019 -> 2030)
-40% (2019 -> 2035)
t
67.0
(-1%)
66.5
(-2%)
Annual gross CAPEX*
 
to renewables and low
 
carbon
solutions (%)
>30% (2025)
>50% (2030)
t
20
14
Renewable energy
 
installed capacity
 
(GW, equity)
12-16 installed
 
(2030)
t
0.9
0.6
Highlighted:
Performance indicator.
 
1
 
Developed two internal monitoring indicators to be piloted in 2024.
² Outlook and ambitions presented at CMU 2023 or in
 
Annual report 2022.
 
³ Based on 2023 CMU reference case (70 USD/bbl).
 
4
 
Adjusted to USD/NOK exchange rate assumption
 
in the Outlook presented at CMU
 
2022.
5
 
Oil prod:
 
2,313,473 TJ,
 
Gas prod:
 
2,018,514 TJ,
 
Gas to power:
 
15,514 TJ,
 
Wind to grid:
 
15,153 TJ and
 
Solar to grid:
 
3,028 TJ.
6
 
2025 ambition
 
changed to
 
7kg CO2e/boe
 
from 8kg CO2e/boe.
l
Ambition met in 2023.
 
o
Ambition not met in 2023.
 
t
Plan in place, on track to reach longer-term ambition.
 
v
Plan in place, not on track to reach longer-term ambition.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
exhibit154p62i0
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
62
Always safe
Safety is our top priority. To
 
us, this means safety for our people, the environment, and the societies in which we operate.
Our Always safe material topics aim to safeguard our people, protect our assets and the environment and
 
strengthen our
commitment to a just transition, while building the workforce for the future.
 
●
 
Safe and secure operations: Ensuring the health, safety and security of people, environment
 
and assets.
●
 
Protecting nature: Preventing the loss of and enhancing biodiversity in areas where Equinor
 
operates.
●
 
Respecting human rights: Respecting human rights in Equinor’s own activities
 
and supply chain.
●
 
Workforce for the future: Building a future-resilient, diverse and inclusive workplace with equal
 
opportunities and human
capital development, where people can unlock their potential.
Safe and secure operations
Indicators/Metrics
Serious Incident Frequency (SIF) (number per
million hours worked)
Total Recordable
 
Injury Frequency (TRIF) (number per
million hours worked)
Completion of cyber security awareness training for
employees - since commenced June 2021 (%)
 
Key impacts on nature and society
Equinor’s operating activities may have actual and
 
potential impacts on people, the environment
and assets. These include environmental damage and the potential
 
for harm to people, for instance
through work-related illness or loss of life.
 
Financial materiality
•
 
Operational failures, technical integrity failures, security breaches
 
and other events could
cause significant losses, for instance through harm to our people,
 
assets or the
environment, business interruption, increased costs, regulatory
 
action, fines, legal liability,
damage to our reputation, future business and social licence
 
to operate.
•
 
Increasing digitisation and reliance on information technology and operational
 
technology
means that digital and cyber disruption could materially
 
affect Equinor’s operations and
financial condition.
"Safe and secure operations" pertains to the following
 
GRI standards: GRI 306; GRI 403; GRI 410
For more information regarding our risk factors, please
 
visit 5.2 Risk factors.
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
63
Contextual introduction
 
We face a diverse range of safety and security risks due to our global presence and wide range of operations. Much
 
of our work is
intrinsically hazardous and represent major accident risks. About two thirds of our activities are undertaken
 
by contractors, and we are
fully committed to strong collaboration with our contractors to safeguard people, the environment,
 
assets, and the societies in which
we operate.
 
We aspire for zero harm and believe that all accidents related to people, environment and assets can be
 
prevented and all work-
related illnesses are avoidable. We therefore aim to embed a proactive safety culture, where we continuously
 
learn from our own
experiences and those of our peers, and where safety and security are factored into everything we
 
do. We align our requirements and
guidance with international standards and best practices and aim to comply with relevant
 
legislation and regulations.
Equinor benefits from a long history of safe and secure operations within the oil and gas sector. With a growing portfolio and ambitions
within renewable energies and low-carbon solutions, we aim to capitalise on our safety-related knowledge
 
and expertise, and extend it
to new value chains.
The focus for 2023 was to continue to strengthen safety and security barriers and drive awareness
 
and engagement throughout our
extended teams, and to remain attentive to the risks posed by the prevailing geopolitical
 
environment.
 
Management approach
To guide us in our journey towards zero harm, we have at a corporate level selected serious incident frequency (SIF) as a
performance indicator and total recordable injury frequency (TRIF) as a monitoring indicator. The SIF indicator measures the number
of actual and potential unintentional serious incidents and is therefore a good indication
 
of our overall safety performance. TRIF
includes injuries involving both Equinor personnel and contractors. In 2023, we enhanced our internal monitoring processes with a
wider set of leading indicators, available across the company via an online dashboard.
Major accident framework
A framework for major accident prevention was developed based on learning from incidents,
 
and recognised industry practice for
high-risk industries. The framework applies to all parts of our business that affect major accident risk, and it is built
 
on three pillars:
safety barriers, safe practices and design, and leadership, culture and organisational frame conditions.
 
Human and organisational
performance principles are embedded in the framework, emphasising the interaction between
 
people, technology, organisations and
processes, and how they can influence the causes of human errors.
Prevention of major accidents is about protecting people and the environment, as well as avoiding
 
serious economic and reputational
damage to Equinor. In 2023, to further implement the framework, we stepped up our awareness and training programmes for our own
employees and have made e-learning training available to suppliers. Also, senior leaders participated
 
in a series of major accident
prevention workshops to increase their competence and focus on major accident prevention.
 
exhibit154p64i1 exhibit154p64i0
Group performance
Equinor 2023 Integrated Annual Report
 
64
Safety roadmap
We aim for continuous improvement of our safety culture and practices, and the “I Am Safety” roadmap sets the direction. The
main pillars in the “I am safety” roadmap are safety visibility, leadership & behaviour,
 
learning & follow up and safety indicators.
These pillars guide the safety work in the company and are based on learnings from best performers in the industry
.
Human and organisational performance (HOP) principles underpin the way in which we develop
 
a proactive and visible safety culture.
The HOP approach provides guidance on how people, technology, organisations and processes interact as a system, and how these
conditions can influence the causes of human errors. HOP is implemented in leadership training
 
across the company.
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
65
Safety industry collaboration
Equinor works closely with suppliers and contractors to achieve a standardised approach across
 
our operations. During 2023, we
hosted regular joint meetings, agreed priorities and targets, and signed collaboration charters to
 
formalise our respective
commitments. Key tools include:
● Life-saving Rules
 
Published by the International Association of Oil & Gas Producers (IOGP), the Life-Saving Rules
 
are designed to mitigate risks and
avoid fatalities. Each rule consists of an icon and simple life-saving actions which can
 
prevent work-related fatality.
 
● Annual Safety Wheel
A regular calendar of safety awareness initiatives, which defines priority topics and associated actions
 
to strengthen the industry’s
safety culture and ensure a stronger common focus on key challenges. The main quarterly
 
topics are major accident prevention,
personnel injuries, line of fire, and health/working environment.
The Annual Safety Wheel is published on the Always Safe web platform which is a collaboration
 
by Equinor and three other energy
companies. The content on the web platform is open for everyone and the purpose of the
 
initiative is to strengthen the industry’s
safety culture and work together towards zero major accidents and avoid injuries and incidents
 
in our daily work.
To keep abreast of best practices, learn from our peers, and share our learnings we engage proactively with industry bodies such as
the International Association of Oil & Gas Producers (IOGP), Oil Companies International Marine
 
Forum (OCIMF), Oil Companies
Security Council (OCSC), the G+ Global Offshore Wind Health & Safety Organisation, and equivalent
 
national organisations.
Crisis and continuity management
 
Although we can mitigate the risks of a serious incident, we cannot eliminate them.
 
We therefore maintain appropriate emergency
response capabilities to limit the consequences of incidents, should they occur. For example, our oil spill response capabilities are in
line with good international practice, and, through membership of local and international oil spill
 
response organisations, we are able
to call on the expertise and resources of the wider industry.
To ensure key people are prepared, we routinely engage in training and simulation exercises involving the emergency services,
several of which were carried out during 2023.
Security Management
Given the geopolitical environment in 2023, we maintained a heightened level of security awareness
 
and preparedness, both within
Norway and across parts of our international operations. The Norwegian government has decided that the Norwegian
 
Security Act will
apply to Equinor, as an undertaking handling classified information and controlling infrastructure and engaging in activities which are
of vital importance to fundamental national functions. We continue to assess the impacts of these obligations.
In 2023, we enhanced our security awareness and leadership training to cover insider risk, both for
 
our own employees and in
collaboration with suppliers. We also continued to strengthen cyber security barriers and improve our response and recovery
capabilities. To identify,
 
assess and manage risks from cyber security threats, we use a variety of tools and processes. Our aim is
 
to
ensure shared situational awareness and common prioritisation across different business areas related to management
 
of risks from
cyber security threats. In addition to assessing our own cyber security preparedness, we also evaluate
 
cyber security risks associated
with our use of third-party service providers. During the year there were no cyber-attacks which had a material
 
impact on Equinor.
Occupational health and safety
The working environment is integral to our efforts to safeguard our people. We focus on systematic and proactive risk management,
and risk owners and assets are aided by HSE professionals in ensuring relevant health and work
 
environment risk overviews. We
routinely monitor and report any work-related illnesses associated with physical and psychosocial factors.
 
The results are reported to
senior management on a monthly basis and visualised on a dynamic dashboard made available
 
across the company.
HSE professionals collaborate closely with HR on topics related to mental health, wellbeing,
 
and diversity and inclusion. We also
collect and analyse data from our employees through our Global People Survey, which includes the Psychosocial Risk Indicator, to
proactively identify units with increased risk.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
exhibit154p66i0
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
66
 
Performance disclosure
ALWAYS
 
SAFE
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATUS
PERFORMANCE
2023
2022
SAFE AND
 
SECURE OPERATIONS
Serious Incident
 
Frequency (SIF) (number
 
per million
hours worked)
≤0.3 (2023)
o
0.4
0.4
Total Recordable
 
Injury
 
Frequency (TRIF) (number
 
per
million hours worked)
≤2.2 (2023)
o
2.4
2.5
Completion of cyber
 
security awareness training
 
for
employees - since
 
commenced June 2021 (%)
95% (2023)
l
98
98
Highlighted:
Performance indicator.
l
Ambition met in 2023.
 
o
Ambition not met in 2023.
 
t
Plan in place, on track to reach longer-term ambition.
 
v
Plan in place, not on track to reach longer-term ambition.
Serious incidents
In 2023 Equinor experienced a tragic fatality on one of our chartered tankers when a crew member
 
fell overboard in Malaysia.
To learn and improve our safety performance, we evaluate near-misses and undesirable conditions with respect to the potential for
major accidents. Last year we identified two incidents with major accident potential. One of the
 
incidents was a leak from the gas
import pipeline to Peregrino C platform on the Peregrino offshore field in Brazil. The other incident was
 
a well control incident while
performing well intervention operations onshore within the Appalachia operated asset, USA. Both
 
incidents were investigated, and
work is ongoing to evaluate lessons learned, and to assess the need for revision of our major
 
accident prevention training.
In our framework for major accident prevention, a major accident is in general defined
 
as an unplanned event causing four or more
fatalities or injury/ illness cases with significant life-shortening effects and/or major impact on the environment including
 
population of
Relevant policies and standards
•
 
The Equinor Book -> Who We Are -> Commitments
 
•
 
The Equinor Book -> Who We Are -> People
 
•
 
Code of Conduct
 
•
 
Security policy
 
 
 
 
 
exhibit154p67i1 exhibit154p67i0
Group performance
Equinor 2023 Integrated Annual Report
 
67
species, ecosystems, and sensitive areas and/or damage to material assets and/or production shut down,
 
leading to major economic
consequences for Equinor. In 2023, we experienced no events defined as actual major accidents.
Our serious incident frequency (SIF), which includes near misses, ended at 0.4 incidents per million
 
work hours. This is at the same
level as the two previous years, hence the 2023 target of 0.3 was not achieved.  However, there was an improvement over the five-
year period 2019-2023 from 0.6 to 0.4, and the number of serious incidents in 2023 is at
 
a record low.
Process safety
In 2023 there were 10 serious oil and gas leaks (with a leakage rate ≥ 0.1 kg per
 
second). These 10 incidents include the two
incidents with major accident potential. Number of gas leaks was stable over the last five years,
 
and the target of maximum six
leakages in 2023 was not met.
 
There was an improvement in number of the more severe (Tier 1) process safety incidents that includes loss of primary containment.
A total of eight incidents were classified as Tier 1 in 2023 while the number for 2022 was 14.
 
A significant effort was made on safety-critical maintenance on the company’s installations and plants. At the end of 2023, the
 
backlog
in safety-critical maintenance work was reduced by 80% from 2022. This is a continuation of the
 
trend in the past few years. Reducing
this backlog is an important part of the work to prevent major accidents.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
exhibit154p68i0
Group performance
Equinor 2023 Integrated Annual Report
 
68
Personnel health and safety
The total recordable injury frequency (TRIF) ended at 2.4, an improvement from 2.5 in 2022, however the
 
2023 target of 2.2 was not
achieved. The TRIF is still dominated by the less severe injuries, while serious injuries are at a relatively
 
low level.
Health and working environment
 
Indicators
 
Boundary
 
Unit
 
2023
2022
 
2021
 
2020
 
2019
 
Work-related illness  
Equinor group 
number per year 
212
131
162 
161 
135 
Sickness absence  
Equinor ASA
employees 
percentage of
planned work
hours 
4.8
5.1 
4.6 
4.2 
4.4 
Post pandemic, there was an increase in work-related illness, especially due to psychosocial
 
factors. The most important factors are
psychosocial, ergonomic and noise. A company initiative was launched to raise awareness about
 
work-related illness and to improve
learning from each case. This has led to increased reporting, improved quality of recording
 
and better follow-up. 212 cases were
recorded in 2023.
Since 2020, the total level of absence from sickness has increased to reach 5.1 (as a percentage
 
of planned workhours) in 2022. In
2023, the level of sickness absence improved, down to 4.8.
Security incidents
 
Security threats are monitored and reported on a frequent basis and risks are managed across
 
the physical, cyber and personnel
domains. Equinor experienced some cyber-related incidents during the year. There was increased targeted activism against Equinor’s
operations from environmental groups. None of the security incidents, including those reported to
 
us by our third-party partners, had
any material impact on our people, assets, operations, or financial results.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
69
Security
2023
2022
2021
2020
2019
Percentage of security
personnel who have received
formal training in the
organisation's human rights
policies - South America and
Africa
1
Equinor
group
percentage
87
87
91
85
n/r
Security e-learning training for
employees and contractors
Equinor
group
number of
participants
28659
19,580
15,694
n/r
n/r
Completion of cyber security
awareness training for
employees - since
commencement in June 2021
Equinor
group
percentage
98.3
97.7
n/r
n/r
n/r
¹ As signatories of the Voluntary Principles on Security and Human Rights (VPSHR), Equinor does not use armed guards unless it is strictly necessary. In certain locations the threat is of
such a nature that the arming of guards is crucial, while in others is it not possible to procure security services without the inclusion of firearms
.
 
Performance evaluation
For 2023 the tragic fatality on one of our chartered vessels dominates our overall safety picture.
Further, two incidents in 2023 had major accident potential which reminds us of the importance to continue our efforts to prevent
major accidents.
The total recordable injury frequency (TRIF) is higher when compared to industry benchmarking.
 
This area still represents a
challenge, and we continue to work to understand the causes and how to mitigate risks.
 
Since 2017, while there was a positive
development for Equinor employees, TRIF for contractors has shown little improvement and strong
 
collaboration with our contractors
is essential.
 
Based on our 2023 performance, we see an overall improvement on safety indicators, but recognise
 
the need to continue to improve
our safety performance.
Given the measures reinforced in 2023, we believe our approach is adequate to
 
improve our performance
and close the gap on our health and safety targets. Security training and awareness will continue
 
as mitigating action to reduce risks
from security threats. These objectives remain a top priority for Equinor’s management.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
70
Protecting nature
Indicators/Metrics
Serious accidental spills (number of)
New projects with net positive impact plans (NPI)
(number of projects)
Sites with site-specific inventory of key biodiversity
features (number of assets)
Key impacts on nature and society
Equinor’s operating activities have actual and potential
 
impacts on nature. Impact drivers include
potentially serious uncontrolled discharges and operations in
 
or near protected areas and areas of
high biodiversity value.
Financial materiality
•
 
Societal and policy shifts related to protection of nature can affect for instance
 
our access to
capital markets and finance, reduce availability and attractiveness
 
of opportunities, lead to
diminishing returns and affect our financial performance.
•
 
Reputational impacts associated with our performance on nature-related
 
issues can support
or damage our competitiveness and licence to operate.
 
•
 
Failure to comply with environmental laws or regulations could
 
for instance lead to legal
liability, fines, loss of business and materially impact our financial results.
"Protecting nature" pertains to the following GRI standards:
 
GRI 301; GRI 303; GRI 304; GRI 305; GRI 306
For more information regarding our risk factors, please
 
visit 5.2 Risk factors.
 
Group performance
Equinor 2023 Integrated Annual Report
 
71
Contextual introduction
Management of our activities and their potential impacts on the marine environment continues
 
to be a priority for us. Historically our
operated onshore activities were limited to oil and gas, including the drilling and fracturing
 
of wells in the US. Our growing offshore
wind portfolio, our recent investments in – and our ambitions for – CCS, solar, hydrogen and battery storage projects underline the
increasing importance of our management of onshore environments. Our operations have actual
 
or potential impacts on nature
through pollution, including both regular and uncontrolled discharges to sea or land and emissions to
 
air.
Our use of land and sea areas and related disturbances, for example noise, collisions and barrier effects, and introduction
 
of alien
invasive species, may also negatively impact biodiversity and ecosystems. This is particularly important
 
if our activities are in or near
protected areas or areas of high biodiversity value. Many potential impacts on nature are highly location
 
dependent, and we make
information from project-specific impact assessments available on our website. Our locations with the
 
largest freshwater consumption
are in Norwegian coastal areas with high annual precipitation and in the Appalachian where
 
water for our well fracturing and clean-up
is sourced from the water-rich Ohio river. Freshwater use is therefore not considered among the most material topics to us.
Through our partners and suppliers, we can also have indirect impacts on nature, for example in
 
activities where large quantities of
materials like metals, cement and chemicals are used. The shift to a more resource-efficient, circular economy is a key opportunity
 
to
reduce impacts, and this is increasingly being reflected in stakeholder expectations and requirements,
 
for example in the context of
the EU Taxonomy and auction criteria for new wind farm developments. Growth in renewables is core to our Energy transition plan,
and we work to understand how best to achieve this ambition while avoiding adverse impacts
 
on nature, for example through land/sea
use change.
Certain dependencies on nature and ecosystem services have direct relevance for Equinor. For example, healthy oceans provide
bioremediation services when we discharge produced water containing minor fractions of oil
 
and chemicals to sea from some of our
offshore platforms. Access to natural resources such as wind, sun and hydrocarbons for our energy production
 
can also be regarded
as a dependency of nature. Our most important dependencies are assessed to be indirect dependencies
 
through natural resources
used in our supply chains.
Relevant nature-related risks for Equinor include: risks related to new policy development, laws
 
and regulations; reputational impacts
related to our performance; and market risks including access to acreage for development of new
 
projects. The development of the
nature agenda also provides important opportunities. Strong performance can and should be a competitive
 
advantage. We
acknowledge the increased focus on nature from consenting authorities, particularly seen in Europe
 
related to the bidding criteria for
renewable projects.
 
Management approach
For decades, our zero-harm ambition has guided our work. In line with the mitigation hierarchy, we will continue to prioritise avoiding
or minimising adverse impacts. As indicated in our Energy transition plan and set out in our Biodiversity
 
Position, we now aim to go
beyond this principle by pursuing a net-positive biodiversity approach. Since 2023, new Equinor-operated
 
development projects
located in protected areas or areas of high biodiversity value, are required to develop a plan containing measures
 
for mitigating
negative effects and measures aiming to demonstrate net-positive direct impacts on biodiversity.
To manage our impacts on nature, and comply with applicable laws and regulations, we aim to apply recognised environmental
management practices, such as the mitigation hierarchy, the waste hierarchy, the precautionary approach, best available techniques,
and the ISO 14001 environmental management principles. These environmental management
 
practices are embedded in our
governance, risk and performance framework.
In the planning phase of all our assets, before construction or operations can commence, a key part of our management
 
approach is
environmental, social risk and impact assessments. This is of particular importance when planning for
 
operations in or near sensitive
areas, which for example are present in the Arctic. In addition to stakeholder engagement,
 
these processes include baseline studies,
surveys, monitoring programmes, and collaborative research projects.
Collaborating in and learning from global initiatives
To enhance our approach to the protection of nature, we take part in and/or closely follow a range of industry initiatives and, in 2023,
there were many important developments on the global nature agenda. For example:
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
72
●
 
The Taskforce for Nature-related Financial Disclosures (TNFD) published its recommendations in September 2023. We are
a member of the TNFD Forum, and work with peers to further our understanding of the
 
related risks, opportunities and
specific disclosures for the energy sector.
●
 
Through our membership of the World Business Council for Sustainable Development (WBCSD), we supported its
development of a Roadmap to Nature Positive for the energy system.
●
 
We contributed to various public consultations exercises, such as the Norwegian government’s expert commission on nature
risk.
●
 
We continued to support a project led by the International Union for Conservation of Nature (IUCN) which
 
aims to identify
good practices for renewable energy development, specifically addressing the assessment of cumulative
 
impacts and spatial
planning.
Reducing pollution and other adverse impacts on nature
Our governance, risk and performance framework seek to enable us to systematically manage
 
environmental aspects. Our priority is
to avoid or minimise potential adverse impacts. For example, substitution of chemicals for less
 
environmentally harmful ones is part of
our continual improvement efforts.
In 2023, we continued our focus on environmental regulatory compliance and made improvements
 
at our Norwegian oil and gas
assets. This included strengthened management focus, with new competence requirements for operational
 
leaders, development of
new training programmes, and related operational measures.
We also worked with the Norwegian authorities to map and monitor the spread of Didemnum vexillum
 
– an invasive species
commonly known as sea vomit – and established our own ongoing monitoring programme. While the
 
species was not observed at any
of our installations or harbours, we made an important contribution by monitoring its development
 
and implementing measures to
prevent its spread.
Improving responsible resource use and circularity
In locations where freshwater resources might be at risk, we are committed to avoiding irreversible harm to these.
 
Through the supply
chains for both our oil and gas and renewables activities, we purchase large quantities
 
of steel, cement and other metals and
materials. In 2023 we matured our understanding of what circularity may imply for Equinor. We conducted an assessment to identify
the most material circularity-related topics, and where the most immediate opportunities lie.
 
These include our approach to waste
management in general and in decommissioning in particular, embedding circular options in design of facilities, sourcing of secondary
materials, extending the useful life of facilities, and pursuing partnerships to achieve more circular value
 
chains. Specific recycling
opportunities include wind turbine blades, critical raw materials, and materials from the decommissioning
 
and removal of offshore
facilities.
Pursuing positive impacts on nature
In line with our Biodiversity Position, in 2023 we started to implement a novel site-specific inventory
 
and net-positive impact (NPI)
plans. The site-specific inventory is a company-wide overview of key biodiversity features near our installations.
 
When developing our
net-positive approach, it was useful to draw on our participation in research programmes and
 
industry partnerships, such as the UN
Environment Programme World Conservation Monitoring Centre’s (UNEP-WCMC) Proteus Partnership.
We recognise that there are currently no global standards for net-positive approaches, and that there are certain
 
knowledge gaps, for
example, related to the feasibility and costs of potential measures and how to monitor effects, particularly in
 
a dynamic marine
environment. For this reason, we continue to invest in research and development projects, and
 
examples from 2023 include research
on nature-based solutions, nature-inclusive design of offshore wind farms, and metrics and indicators for nature.
Sharing our insights and data externally
One of the ways Equinor can have a positive impact is by sharing our biodiversity
 
data with academia and other external stakeholders
and, in 2023, we worked on the technical solutions needed to enable broader data sharing. We continued
 
our engagement in the UN
Ocean Decade Corporate Data Group, co-hosted by the Intergovernmental Oceanographic Commission
 
(IOC) of UNESCO and
Fugro. The aim of the group is to make privately held ocean data available for scientific research
 
and decision-making by addressing
challenges for data sharing.
Relevant policies and standards
•
 
The Equinor Book -> Who We Are -> Commitments
•
 
Code of conduct
 
•
 
Equinor Biodiversity position
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
73
 
Performance disclosure
ALWAYS
 
SAFE
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATUS
PERFORMANCE
2023
2022
PROTECTING
 
NATURE
Serious accidental spills (number of)
0 (2023)
l
0
0
New projects with net positive impact plans (NPI) (number
 
of
projects)
New projects in protected areas or areas of high
biodiversity value to establish a plan aiming to
demonstrate net positive impact (one project in scope
for 2023)
o
0
n/r
Sites with site-specific inventory of key biodiversity features
(number of assets)
Establish site-specific inventory of key biodiversity
features for 35 existing sites
l
35
n/r
l
Ambition met in 2023.
 
o
Ambition not met in 2023.
 
t
Plan in place, on track to reach longer-term ambition.
 
v
Plan in place, not on track to reach longer-term ambition.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
74
Selected environmental performance data for 2023 is shown in the table. A complete
 
set of performance data can be found in our
Sustainability datahub at equinor.com.
Indicators
Units
2023
2022
2021
2020
2019
SO
x
 
emissions
ktonnes
1.1
1.1
0.9
1.3
2.2
NO
x
 
emissions
ktonnes
30
32
34
36
41
Non-methane volatile organic compounds
ktonnes
33
23
26
35
40
Accidental oil spills (net volume >0)
Number
m
3
132
111
120
136
219
18
33
40
154
8,913
Other accidental spills (net volume >0)
Number
m
3
132
122
98
117
204
370
302
3,335
3,997
57
Serious accidental spills
Number
0
0
0
2
3
Regular discharges of oil in water to sea
ktonnes
1.0
1.1
1.1
1.3
1.2
Hazardous waste generated
 
ktonnes
339
304
280
318
313
Non-hazardous waste generated
ktonnes
34
37
33
29
40
Exempt waste generated - drill cuttings and solids
from US onshore operations
ktonnes
16
1.2
0.09
17
84
Exempt waste generated - produced water and
flowback water from US onshore operations
million m
3
0.02
0.05
2
5
7
Total
 
freshwater withdrawal and consumption
 
million m
3
 
6
 
6
 
8
 
8
 
12
 
New projects with net positive impact plans
 
Number
 
0
 
n/r
 
n/r
 
n/r
 
n/r
 
Sites with site-specific inventory of key biodiversity
features
 
Number
 
35
 
n/r
 
n/r
 
n/r
 
n/r
 
Pollution and other adverse impacts on nature
Non-GHG emissions and discharges
 
- Over the past four-to-five years, non-GHG emissions to air and regular, permitted discharges
of oil in water to sea have improved slightly, or remained at the same level. The decrease in NO
x
 
emissions is mainly due to
decreased drilling and well activity in 2023.
Electricity from Hywind Tampen also contributed to a reduction in NO
x
 
emissions from the Gullfaks A and Snorre A platforms. In the
other direction, increased NO
x
 
and SO
x
 
emissions at Peregrino C, which had its first full year of operation in 2023. The increase
 
of
emissions of non-methane volatile organic compounds from 23 thousand tonnes in 2022 to 33 thousand
 
tonnes in 2023 was mainly
due to resumption of production and change in methodology for fugitive emissions at Peregrino.
The decrease in regular discharges of oil in water to sea was mainly caused by higher
 
injection rates and improved oil in water quality
at Mariner A and planned and unplanned production stops.
There were no serious accidental spills in 2023. The total number of accidental oil spills
 
and other spills increased from 2022 to 2023.
However, the total volume of accidental oil spills decreased. The main reason for the increased volume of other accidental spills was
an unintended discharge of 155 m
3
 
from a drain tank at Njord A due to ejector suction effects from wind and waves during bad
weather.
 
exhibit154p75i0
Group performance
Equinor 2023 Integrated Annual Report
 
75
Land- and sea-use change
-
A summary of our presence in relation to protected areas and areas of high biodiversity value
 
is shown
below and a complete overview is available in the Sustainability Data Hub on equinor.com. The overview includes a short assessment
of potential impacts of the activities on the protected areas/areas of high biodiversity value. The number
 
of assets and licences inside
protected areas remained unchanged from 2022 to 2023. The number of assets in the proximity
 
of protected areas/areas of high
biodiversity value increased from 2022 to 2023. The increase is due to onshore wind and
 
solar activity in Poland and Brazil, and
battery storage facilities in the UK.
Equinor is technical service provider on behalf of other operators, resulting in inclusion of the Europipe I
 
and II pipelines, both of which
cross the Wadden Sea UNESCO World Heritage Site (WHS). The Wadden Sea was included in the WHS list in 2009, while the
pipeline installations were completed in 1995 and 1999, respectively. We otherwise did not operate within other sites on the WHS list
or sites in the International Union of Conservation of Nature (IUCN) category 1a (“Strict
 
nature reserve”) or category 1b (“Wilderness
area”).
1.
 
“Assets” means all Equinor group operated
 
activities within solar, onshore and offshore wind, battery storage,
 
onshore and offshore
production and processing facilities for oil and
 
gas including pipelines and other linear
 
infrastructure, in operation or under construction.
2.
 
“Licences” includes only those licences
 
where there were operational activities other
 
than 1) above, e.g., seismic acquisition, exploration
drilling, site surveys.
3.
If several protected areas (PA) or areas of high biodiversity value (AHBV)
 
are present within a proximity category
 
around a given asset or
operation, they are counted as one. If a given
 
PA or AHBV are within proximity categories for several assets
 
or operations, it is counted in for
each of these assets or operations. Subsea
 
installations within a field are included
 
in the counting of the platform it is
 
tied in to. For existing
linear infrastructure like pipelines, service
 
lines and cables, only the ‘Inside’ and ‘Adjacent’
 
categories are applied. In cases where linear
infrastructure is installed during a given reporting
 
year, all proximity categories are applied. Information on geographic
 
location of cases
represented in the table above can be found
 
in the “Sustainability performance data
 
hub” on Equinor.com.
Resource use, circularity and waste
Hazardous waste quantities increased from 2022, mainly due to increased volumes of water dispatched
 
from Mongstad for further
treatment. This water stems from well cleaning at offshore platforms. Drill cuttings and solids exempt waste quantities
 
for our US
onshore operations increased due to higher drilling activity, while the produced and flowback water quantity was low due to no well
fracturing activity.
Withdrawal and consumption of freshwater in 2023 was 6 million m³, the same level as in 2022.
 
We had no oil and gas production in
areas of high or extremely high baseline water stress as defined by the World Resources Institute’s Aqueduct® tool. Four
 
solar and
wind assets in Poland are in such areas. However, water consumption for these assets is insignificant.
Pursuing positive impacts on nature
 
Group performance
Equinor 2023 Integrated Annual Report
 
76
NPI plans are being developed for several assets, for which the Rosebank project in the UK
 
and the Empire Wind project in the US
are first in scope. The development of the NPI plan for Rosebank was planned completed
 
in 2023, but it was delayed and will continue
into 2024.
In 2023 we developed our site-specific inventory of key biodiversity features for our operated oil and
 
gas and offshore wind assets.
Subsidiaries in our onshore renewables business are not yet included in the scope.
 
Performance evaluation
Pollution and other adverse impacts on nature
Non-GHG emissions to air and discharges of oil in water to sea vary with activity level, production
 
stops and start-up of new fields.
However, we saw improvements relating to better cleaning of produced water and increasing use of renewable electricity as a cleaner
energy source for power generation at some platforms.
For the last two years, we have avoided the large spill volumes we experienced in
 
2019 to 2021. However, we are not satisfied with
not seeing a downward trend in the number and volume of accidental spills from 2022 to 2023. Although
 
we see a decreasing
occurrence of breaches of permits since the previous year, the improvement activity addressing governance, competence, awareness
and performance in this area, continues.
The increased number of assets and licences in the proximity of protected areas and areas of high
 
biodiversity value, related to our
onshore renewables activity, shows the importance of good management approaches aiming to avoid adverse impacts on these.
Improvement activities are ongoing to update internal requirements and practices and improve mapping and
 
understanding of
biodiversity features around our facilities.
Resource use, circularity and waste
The increased volumes of hazardous water arising from well cleaning at offshore platforms, and dispatched for further third-party
treatment, is an issue we are addressing and aim to manage better. Our improvement activity on circular economy will continue in
2024, focusing on improving awareness and practices, for example to extend useful life of facilities
 
and increase re-use of equipment
and recycling of materials.
Pursuing positive impacts on nature
The new site-specific inventory of key biodiversity features developed in 2023 constitutes an important
 
step towards better
understanding and management of nature around our facilities. NPI plans are being developed, in line with
 
our Biodiversity position.
We consider these developments satisfactory.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
77
Respecting human rights
Indicators/Metrics
Human rights (HR) assessments of suppliers conducted
Workers interviewed
Countries in which supplier HR assessments undertaken
Employees working with our suppliers trained (classroom
course)
 
Contextual introduction
Our commitment to conduct our business consistently with the United Nations Guiding Principles
 
on Business and Human Rights
(UNGPs) to respect the rights of people affected by our business stands firm and is also fundamental to a just and
 
responsible
transition.
Understanding and managing the risk of adverse human rights impacts related to our activities
 
is at the core of our human rights
commitment. This is consistent with the UNGPs, the 10 principles of the UN Global Compact
 
and the Voluntary Principles on Security
and Human Rights. We recognise that our activities may cause, contribute to, or be linked to adverse human
 
rights and other social
impacts, especially in jurisdictions with weak regulatory frameworks, insufficient enforcement, and where
 
our activities face inherent
risks.
Equinor can be linked to human rights impacts related to our own workforce, workers in
 
supply chain and communities affected by our
business. In this section we address the potential
adverse
 
human rights impacts Equinor may cause, contribute to or be directly linked
to.
We have had a stand-alone Human Rights Policy since 2015. In the Human Rights Policy, we define particular commitments related
to our key risks (commonly referred to as ‘salient issues’), which guide our human rights due diligence
 
efforts.
These areas of particular priority are:
●
 
Discrimination
●
 
Working conditions
Key impacts on nature and society
Equinor has operations and supply chains in geographies where
 
human and labour rights may
be at risk. With about 23,000 employees, presence in approximately
 
30 countries and around
8,000 direct suppliers, our activities could impact a high number of
 
people.
Financial materiality
•
 
Failure to uphold our Human Rights policy, or a breach of human rights due diligence and
reporting legislation could lead to fines, damage our reputation and
 
social licence to
operate. or potentially lead to project delays.
"Respecting human rights" pertains to the following GRI standards:
 
GRI 409; GRI 411; GRI
 
414; GRI 416
For more information regarding our risk factors, please
 
visit 5.2 Risk factors.
Equinor's account for due diligence under the requirements of
 
the Norwegian
Transparency act can be found in the stand-
alone Human Rights Statement.
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
78
●
 
Forced and child labour
●
 
Affected community members
●
 
Security activities
 
Based on our current portfolio, priorities, and experience from human rights risk assessments, we
 
consider the most severe human
rights issue to be the risk of poor working conditions and indicators of forced labour within
 
our supply chains.
 
Management approach
Our Human Rights Policy and the Code of Conduct apply to all our activities. Further
 
internal requirements and work processes for
conducting human rights due diligence are part of our management system. Through our risk
 
management system, we work to identify
adverse human rights risks and impacts, and seek to prevent, mitigate or remediate such, as relevant
 
in each situation.
To further guide our efforts in line with the Human Rights Policy, we define general and specific human rights priorities for different
parts of our business, and when deciding where to focus, the concept of severity and likelihood
 
is applied.
Governance of human rights issues is multi-tiered. Assessing and addressing human rights risks
 
in our daily operations is a business
line responsibility. Defining priorities is based on regular risk and portfolio assessments and supported by a corporate team of human
rights experts to ensure alignment across the portfolio.
The executive-level human rights steering committee continues to serve as an advisory group tasked with
 
providing guidance and
facilitate experience transfer and good practice, supporting actions to address Equinor’s
 
human rights risks, and facilitating
engagement with and reporting to the CEC and BoD.
To understand risks related to our new activities at large, we perform environmental and social impact assessments. These are an
essential part of our project development process and include consultation with potentially affected stakeholders. What we
 
learn
through these consultations is used to inform our understanding of and address potential impacts
 
on local stakeholders and
communities, including indigenous peoples. Impact assessments in the early phases of project
 
planning inform decision making and
allow for more effective mitigation.
Working conditions in our supply chains
Managing the risk of forced labour and poor working conditions in our supply chains, which was increased
 
by global instability and
rising inequality, is a priority. Accordingly,
 
a set of “Human Rights Expectations of Suppliers” was developed. We continue to actively
look for indications of forced labour and unacceptable working conditions in our supply chains, with
 
a particular focus on fabrication
and construction activities across Asia and in our core countries such as Brazil. For certain
 
high-risk activities, we may also perform
specific human rights risk assessments, typically supported by external human rights experts. Worker dialogue allows us
 
to gain a
better understanding of potential issues and to respond with appropriate actions. We follow up with
 
suppliers based on identified risks,
including through verifications, tracking of actions and ongoing dialogue. We expect all current and future
 
suppliers to be familiar with
and meet our general human rights expectations. Based on factors like scope and location
 
of delivery, which help define risk level, we
seek to include specific human rights clauses in our contracts.
 
Relevant policies and standards
•
 
Human rights policy
•
 
The Equinor Book -> Who We Are -> Commitments
•
 
Code of Conduct
 
•
 
Human Rights Expectations of Suppliers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
79
Performance disclosure
ALWAYS
 
SAFE
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATUS
PERFORMANCE
2023
2022
RESPECTING HUMAN RIGHTS
No relevant monitoring indicator available
1
Determine a suitable human rights indicator
 
(2023)
l
Completed
n/r
1
Developed two internal monitoring indicators to be piloted in 2024.
l
Ambition met in 2023.
 
o
Ambition not met in 2023.
 
t
Plan in place, on track to reach longer-term ambition.
 
v
Plan in place, not on track to reach longer-term ambition.
During 2023, we continued our efforts to further integrate human rights practices into the way we work,
 
supported by regular senior
leadership engagement. We further strengthened our management system and adopted global Equinor working requirements
 
for
human rights due diligence. We continued our work to improve our internal framework for recording and monitoring
 
human rights data.
In our efforts to address our most salient issue, forced labour like conditions in our supply chain, we developed two
 
indicators for
internal monitoring that will be tested from 2024.
Labour rights and decent work
We require new suppliers to be screened for social criteria. In line with our approach to performing
 
risk assessments in the early
phases of our projects, we assessed 303 suppliers for social impacts in 2023. From this, 124
 
suppliers were identified as having
significant gaps. 85% of these suppliers have through closing of gaps become qualified, while
 
the rest of the suppliers are yet to
complete their improvement plans. If we find that a supplier is not willing or able to implement
 
necessary improvements, the supplier
might not be awarded a contract. On one occasion, a supplier did not follow up Equinor’s
 
requirements to become qualified, and the
relationship was discontinued.
We continued to prioritise HRDD work in project planning and procurement, as we believe early engagement with possible
 
suppliers is
key to effectively avoid or mitigate potential adverse impacts and facilitate compliance with our human
 
rights expectations.
Based on our priorities, in 2023, we performed 25 onsite supplier assessments supported by external human rights
 
experts, resulting
in 642 workers interviewed and a total sum of 283 total findings in seven countries (Angola, Brazil,
 
India, Indonesia, Norway,
 
South-
Korea, USA). The most serious findings relate to indicators of forced labour as defined by the 11 ILO Forced Labour Indicators.
Although all such findings are concerning, our primary focus was towards payment of recruitment
 
fees, retention of identity papers and
lack of freedom of movement. The reason for this is that we consider presence of these
 
indicators to exacerbate the risk of forced
labour. No actual impacts related to the three priority forced labour indicators noted above were identified in 2023.
In addition to the assessments referenced above, several of our direct suppliers have started to perform
 
third party on-site
assessments including worker interviews. Equinor does not currently have reporting procedures in
 
place to be able to track findings
and outcomes of such assessments. However, we engage on a case-by-case basis with the supplier in addressing findings and
follow-up actions are taken accordingly.
At times, the risk of adverse human rights impacts we encounter is not specific
 
to our supply chains, partners, or projects. Rather,
such risk can be more systemic in nature and form an integral part of an economy, a particular sector, or an industry. Such systemic
challenges are often too large for one company alone to take on successfully. In 2023, we continued our efforts to address systemic
challenges related to our supply chains. Such initiatives are further described in the Annual Human
 
Rights Statement for 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
exhibit154p80i0
Group performance
Equinor 2023 Integrated Annual Report
 
80
Labour rights and working conditions in the supply chain
Indicators
Boundary
Unit
2023
2022
2021
2020
2019
2018
Human rights (HR) assessments of
suppliers conducted
Equinor group
number
25
24
30
37
50
75
Workers interviewed
Equinor group
number
642
808
974
343
650
1000
Countries in which supplier HR
assessments undertaken
Equinor group
number
7
11
10
9
16
20
Employees working with our suppliers
trained (classroom course)
Equinor group
number
102
264
128
190
409
514
Community risks and impacts
Equinor has set up community grievance mechanisms in countries where we have activities, within
 
oil and gas and renewables, such
as Argentina, Brazil Poland and South-Korea. Equinor received 14 grievances through our local
 
grievance mechanisms in Tanzania
and Brazil, all of which were handled and are now closed. Further, no actual adverse impacts of indigenous peoples’ rights were
identified during 2023.
Equinor, together with Shell, continued in 2023 to work towards mitigating human rights risks and impacts associated with the
potential LNG site in Tanzania. Since finalising the resettlement of families from the land designated for the project, Shell and Equinor
have contracted a third-party service provider to run a post-compensation livelihood programme available
 
to all those that were
resettled. The agricultural livelihood programme has commenced, and other sub-programmes are being planned. This was
 
followed
up with monitoring and evaluation and is supported by a local grievance mechanism.
Equinor has over the course of the development process for planned offshore wind projects in the US worked
 
to address concerns
regarding the potential impact of these activities on local communities. This includes engagement
 
with potentially affected fishing
communities and assessing potential impacts that may disturb ancient, submerged landforms
 
culturally significant to tribal nations.
Equinor has agreed to more than 15 measures to avoid or minimise impacts to tribal communities
 
during construction and operation of
Empire Wind.
Governance and capacity building
The BoD’s Safety, Sustainability and Ethics Committee received an in-depth human rights report in 2023 related to the risk of forced
labour in our supply chain.
The human rights steering committee has continued meeting regularly and topics of discussion
 
include risk mitigation, frameworks for
performance and reporting, industry collaboration to increase leverage and indigenous people's rights.
We continued to build our corporate capabilities and competence through the recruitment of specialists, establishment
 
of an internal
network between function and business, training and on the job-learning.
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
81
To mark the international Human Rights Day on 10 December, Equinor held internal awareness sessions focusing on indigenous
people's rights.
 
Information requests according to the Transparency Act
In 2023, Equinor received six information requests, which were all responded to within the
 
legislative deadline.
Conclusion of complaint filed to NCP Norway
Early 2023, the National Contact Point for Responsible Business Conduct (NCP Norway) issued
 
a final statement regarding the
complaint filed against Equinor and others following a 2017 major crane accident at a Korean
 
yard. The final statement was issued
following extensive but ultimately unsuccessful mediations. The NCP Norway statement did
 
not identify any violations of the OECD
Guidelines for Multinational Enterprises by Equinor but did include a set of recommendations to
 
the group of companies involved in
the complaint process. The NCP complaint process was, through the final statement, formally concluded.
Performance evaluation
We are pleased with the approval in 2023 of the strengthened internal work processes for human rights due diligence. As
 
we outlined
in the 2022 Integrated annual report, these efforts were aimed at further integrating human rights practices into
 
the way we work. The
consistent implementation of these processes will enable greater systematic and documented due
 
diligence across the portfolio.
Our efforts to improve our internal practices for recording data related to our human rights due diligence
 
efforts are over time intended
to improve our ability to monitor and evaluate performance, and to prepare for upcoming legislation
 
on sustainability reporting.
 
We continue to see risk of adverse human rights impacts within our supply chains, particularly related to poor working
 
conditions and
indicators of forced labour. Within significant parts of our portfolio, typically major construction projects where there is good visibility
and extensive experience, we consider that our efforts and performance have improved over time and are currently
 
adequate.
However, we acknowledge that within newer value chains, such as low carbon solutions and renewables, and on lower-level tiers of
the supply chain, we currently have less insight and active engagement. We seek to gradually increase the coverage
 
of our human
rights due diligence efforts as we evolve our business, while improving consistency in how we work.
A key priority in the coming year is to initiate a review of our Human Rights Policy considering
 
the external context, our strategy and
our portfolio of business activities. As part of this initiative, we intend to perform a corporate-wide saliency
 
review to guide our future
efforts and facilitate effective human rights due diligence within key areas of risk.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
82
Workforce for the future
Indicators/Metrics
Inclusion index score (%)
 
Contextual introduction
A changing portfolio of capabilities
Equinor’s approach to building the workforce for the future within the realm
 
of low carbon solutions and renewable energy consists of
different elements. A key priority is upholding a strong safety culture to ensure the health, safety and
 
security of people. Additionally,
our capabilities will need to evolve to align with what is needed for the company to
 
succeed in the energy transition through adaptation
of new technology, people development, the external market, recruitment, new ventures, and regulatory demands.
Today’s
 
workforce supports our portfolio of activities and will continue to evolve as we grow
 
within low carbon and renewable energy.
The capabilities we need in our future workforce are different than what we have today, but our strong expertise within oil and gas
provides us with a great foundation for development and reapplication of competences. Today, 14% of our workforce is aged 60 or
above, and we aim to harness their expertise as we develop the workforce to meet
 
future goals.
We believe that all employees should own their development and we strive to provide opportunities for everyone
 
to develop future-fit
competencies. We believe initiatives to build skills and prepare our people for the future should be equally available
 
to all Equinor
employees, regardless of age, gender, and nationality.
We are dedicated to conducting our operations in a safe and socially responsible manner to adapt to the just energy
 
transition and we
embed diversity and inclusion (D&I) in our human resources (HR) processes. In Equinor, D&I aligns with our values, our focus on
safety and our purpose as a company.
Management approach
Enabling our workforce for the future
We believe the right technology has the power to engage employees in learning and development and
 
needs to be supported by HR
processes that encourage both career and competence development. In 2023, we initiated the
 
development of new HR IT technology
that will assist us to further operationalise our D&I strategy by enabling fair HR processes.
 
The new technology will empower
employees to develop skills in careers that inspire them, while also providing developmental opportunities.
 
We are planning to begin
implementation of the new technology in 2024.
In Equinor, we aim to empower all employees’ development and provide diverse learning opportunities. In 2023, employees spent
over 624,000 hours on formal learning. These learnings aim to improve competence development
 
and facilitate innovation and
Key impacts on nature and society
Equinor employs a large and diverse workforce of about 23,000 employees,
 
with operations and value
chains in approximately 30
countries.
 
Financial materiality
•
 
Equinor depends on workforce capacity and competence to deliver
 
on its strategy, including the
transition to a broad energy company. Equinor may not be able to secure the right level of
workforce competence and capacity, or to leverage efficient organisational operating models, to
create expected value through business operations and strategy execution.
"Workforce for the future" pertains to the following
 
GRI standards: GRI 401; GRI 402; GRI 404; GRI 405;
 
GRI 406; 407; GRI 409
For more information regarding our risk factors, please
 
visit 5.2 Risk factors.
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
83
digitalisation. Externally, we actively interact with students and young individuals in Norway to promote the fields of science,
technology, engineering, and mathematics (STEM), along with other competencies crucial for our future needs.
Equinor’s workforce includes diverse professional disciplines crucial to our portfolio. In
 
2023, we strengthened operational leadership
through training and reviewed our senior professional network to ensure that our expertise aligns
 
with the energy transition. Based on
the findings, we plan to expand our internal and external networks to reapply our expertise
 
in new areas such as low carbon solutions
and renewables. This year, we began implementing initiatives to identify and address any gaps in commercial and technical
competencies related to low carbon solutions and renewable energy.
One of the strategies to address the growing need for low carbon solutions and renewable
 
energy, is acquisition of and investment in
relevant production and technology companies within our industry. Between 2021 and 2023, we invested in five companies within
onshore renewables, welcoming more than 300 new colleagues with renewables competencies
 
and local market knowledge to the
Equinor group.
Interacting with companies in the energy industry in new ways enables us to transfer specific
 
competence. Within the Equinor &
Techstars Energy Accelerator programme run in 2023, mentors, experts, and senior leadership in Equinor supported nine start-ups
from six different countries in accelerating their development in shaping and serving the energy sector.
Fair and objective recruitment
Equinor recruits new employees across our locations, including graduates, interns, apprentices,
 
and experienced workers. We
continuously use our annual workforce planning process to pinpoint where today’s workforce needs to be
 
developed to meet future
ambitions. We are dedicated to maintaining a transparent talent marketplace, embedding the Equality
 
and Anti-Discrimination Act into
people processes to promote equality and ensure equal opportunities for all. One of
 
our goals as a global organisation is to join forces
with local institutions to develop local talent pools. This is becoming increasingly important as we
 
see a scarcity of people in the
market.
In preparation for recruitment processes, we normally engage hiring managers with recruitment
 
training to ensure fair and unbiased
assessment of all applicants. We currently have a global ambition of a 50:50 balance in gender and nationality (Norwegian
 
and other
than Norwegian) when hiring for our corporate graduate programme, and an ambition of one-third female for
 
our apprenticeship
programme in Norway. We are further re-evaluating our D&I recruitment strategy, and these targets ensure that we build a diverse
and robust pipeline of talent to make up our workforce of the future. Prioritising fair and
 
objective recruitment practices in combination
with a strong safety culture can help us to establish a solid foundation for a healthy and successful
 
workforce.
 
Diversity and inclusion (D&I)
Equinor is committed to being transparent about our performance, monitor relevant performance indicators, integrate D&I
 
into our
business strategy and measure progress. Our agreement with unions (Likestillingsavtalen) applies to all
 
employees in Equinor ASA to
ensure equal treatment regarding recruitment, pay, working conditions, training, and career development. We continuously use the
global annual people survey (GPS), our ethics helpline, and leadership to identify and manage risks,
 
obstacles, causes and measures
of discrimination in the workplace. To deliver on our purpose of turning natural resources into energy for people and progress for
society, we rely on diversity of thought to find the best solutions and make good decisions, which is stated in the functional
requirements for HR, part of our governing documentation. We believe initiatives to build skills and prepare our people for
 
the future
should be equally available to all Equinor employees, regardless of diversity characteristics like age, gender, ethnicity, disabilities,
sexual orientation and more. As outlined in our Code of Conduct, we do not tolerate any discrimination
 
or harassment of colleagues,
or others affected by our operations, and require everyone to be treated with fairness, respect, and dignity.
Strengthening an inclusive culture
In 2022, we updated our D&I strategy and ambition, with the aim to further integrate D&I into
 
our systems and processes and continue
to strengthen an inclusive culture. Our ambition is “We are a diverse and inclusive organisation where
 
everyone feels valued and that
they belong”. We value diversity of thought and believe in creating an inclusive and psychologically
 
safe work environment, ensuring
Relevant policies and standards
•
 
The Equinor Book -> Who We Are -> Commitments
•
 
The Equinor Book -> Who We Are -> People
•
 
Code of Conduct
 
exhibit154p84i0
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
84
fair and equal opportunities for all, also beyond our own organisation. To achieve our ambition, we rely on three key enablers: global
ambition with a local approach, transparency in data and processes, and leadership coupled with
 
culture. Throughout 2023, we took
concrete steps to advance these enablers, and this effort will continue in 2024.
Our D&I strategy empowering the organisation to drive impactful initiatives aligned with local context and
 
legislative requirements. Our
employee resource groups (ERGs) gained more members and exposure in 2023, and CEC
 
members have actively partaken in
activities to promote internationally recognised awareness days. This year, the ERGs helped raise awareness about the importance of
several topics. Through hosting seminars, workshops and different types of sessions, several employee groups discussed gender
balance in the workplace, different ethnicities in a multicultural global company, and the need to stand up against racial discrimination.
Through events focused on expanding our knowledge and awareness, we aim to increase
 
the understanding of and break stigmas
around mental health, inclusion of the LGBTQ+ community, and visible and non-visible disabilities.
ERGs are voluntary, employee-led groups that come together with the aim to create a diverse and inclusive workplace, with a
particular focus on a common diversity characteristic, cause, or goal. The establishment and support
 
for ERGs is important for Equinor
to learn about opportunities and challenges linked to equality and equity, and to ensure that we set actions that remove barriers for
individuals who identify as part of underrepresented groups.
 
 
Statement on equality and anti-discrimination
Equinor’s statement on the actual gender equality in numbers
 
and the work related to the
activity duty (statement on equality and anti-discrimination) is included
 
in pages 77-83.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
85
Performance disclosure
ALWAYS
 
SAFE
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATUS
PERFORMANCE
2023
2022
WORKFORCE FOR THE FUTURE
Inclusion index
 
score (%)
I: ≥80 (2025)
t
78
77
Highlighted:
Performance indicator.
l
Ambition met in 2023.
 
o
Ambition not met in 2023.
 
t
Plan in place, on track to reach longer-term ambition.
 
v
Plan in place, not on track to reach longer-term ambition.
Indicators
Boundary
Unit
2023
2022
2021
2020
2019
2018
Employment and recruitment
Total number of permanent
employees
Equinor
group
number
23,449
21,936
21,126
21,245
21,412
20,525
Total new hires
Equinor
group
number
2,350
1,988
886
774
1,568
905
 
Indicators
Boundary
Unit
2023
2022
2021
2020
2019
2018
Employees - by gender
Male
Equinor group
number
16,013
15,109
14,600
n/r
n/r
n/r
Female
Equinor group
number
7,436
6,827
6,526
n/r
n/r
n/r
Total
Equinor group
number
23,449
21,936
21,126
n/r
n/r
n/r
Diversity and gender balance
Indicators
Boundary
Unit
 
2023
2022
2021
2020
2019
2018
Gender balance (women share of total) by category - Norway
Norway
Equinor
ASA
%
32
31
31
n/r
n/r
n/r
Norway - Operation and
Support
Equinor
ASA
%
24
23
24
n/r
n/r
n/r
Norway - Associate
Equinor
ASA
%
41
46
49
n/r
n/r
n/r
Norway - Professional
Equinor
%
45
45
46
n/r
n/r
n/r
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
86
ASA
Norway - Principal
Equinor
ASA
%
35
34
33
n/r
n/r
n/r
Norway - Leading
Equinor
ASA
%
30
29
29
n/r
n/r
n/r
Norway - Manager and
Executive
Equinor
ASA
%
32
32
31
n/r
n/r
n/r
Indicators
Boundary
Unit
 
2023
2022
2021
2020
2019
2018
Gender balance – Equinor group
Gender balance total females
(percentage females)
Equinor group
%
32
31
31
31
30
31
Leadership positions (women
share of total)
Equinor group
%
35
35
35
32
30
29
●
 
Corporate Executive Group
(CEC)
Equinor group
%
36
36
60
30
30
30
●
 
Leaders reporting to CEC
Equinor group
%
45
51
49
45
41
n/r
●
 
Business unit
Equinor group
%
39
37
38
35
36
35
●
 
Business sector
Equinor group
%
37
36
37
34
35
34
●
 
Business department
Equinor group
%
32
32
32
27
24
24
New hires (women share of total)
Equinor group
%
35
29
29
33
27
32
Indicators
Boundary
Unit
 
2023
2022
2021
2020
2019
2018
Earnings ratio base salary (women:men) by category - Norway
Norway
Equinor ASA
%
 
100
100
99
n/r
n/r
n/r
Norway - Operation and
Support
Equinor ASA
%
 
97
97
97
n/r
n/r
n/r
Norway - Associate
Equinor ASA
%
 
98
98
98
n/r
n/r
n/r
Norway - Professional
Equinor ASA
%
 
98
98
98
n/r
n/r
n/r
Norway - Principal
Equinor ASA
%
 
98
98
98
n/r
n/r
n/r
Norway - Leading
Equinor ASA
%
 
97
97
96
n/r
n/r
n/r
Norway - Manager and
Executive
Equinor ASA
%
 
97
98
97
n/r
n/r
n/r
Earnings ratio total compensation (women:men) by category - Norway
Norway
Equinor ASA
%
 
87
87
86
n/r
n/r
n/r
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
87
Norway - Operation and
Support
Equinor ASA
%
 
84
84
82
n/r
n/r
n/r
Norway - Associate
Equinor ASA
%
 
88
87
85
n/r
n/r
n/r
Norway - Professional
Equinor ASA
%
 
89
86
84
n/r
n/r
n/r
Norway - Principal
Equinor ASA
%
 
87
87
87
n/r
n/r
n/r
Norway - Leading
Equinor ASA
%
 
91
91
91
n/r
n/r
n/r
Norway - Manager and
Executive
Equinor ASA
%
 
96
95
92
n/r
n/r
n/r
Indicators
Boundary
Unit
 
2023
2022
2021
2020
2019
2018
Employment
Temporary workers (number
of employees)
Equinor ASA
number
374
n/r
n/r
n/r
n/r
n/r
Temporary workers (share
of women)
Equinor ASA
%
37
34
n/r
n/r
n/r
n/r
Temporary workers (share
of men)
Equinor ASA
%
63
n/r
n/r
n/r
n/r
n/r
Part-time workers (number
of employees)
Equinor ASA
number
0
1
n/r
n/r
n/r
n/r
n/r
Part-time workers (share of
women)
Equinor ASA
%
0
1
73
n/r
n/r
n/r
n/r
Part-time workers (share of
men)
Equinor ASA
%
 
0
1
n/r
n/r
n/r
n/r
n/r
Involuntary part-time
(number of employees)
Equinor ASA
number
 
0
0
n/r
n/r
n/r
n/r
Involuntary part-time (share
of women)
Equinor ASA
%
0
0
n/r
n/r
n/r
n/r
Involuntary part-time (share
of men)
Equinor ASA
%
 
0
n/r
n/r
n/r
n/r
n/r
1) Equinor does not have any employees in part-time positions.
 
In previous years, Equinor has reported share of
 
women of employees who has reduced
working hours under section 10-2 (4) of the Norwegian
 
Employment Act under the section for part-time positions.
 
This is the reason for the significant
change in numbers.
Norwegian statutory parental leave, Equinor ASA 2023
Proportion of employees who
have taken parental leave
Number of employees
Average weeks
Median number of weeks
Female
147
19
18
Male
465
11
12
The numbers above include both statutory paid and employee requested unpaid parental leave.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
88
Diversity in early talent programmes
Equinor continues to invest in our emerging talents through our graduate, summer internship and
 
apprenticeship programmes.
We focus on diversity in our early talent programs and have set targets in terms of gender and nationality. In 2023, we welcomed
162 graduates, representing 35 nationalities and 41% females. In Norway, we welcomed 162 apprentices. This year we saw an
increase in female apprentices with 39% of the apprentices being female, exceeding
 
our gender target of 33% female. We also
offered a summer internship programme to 204 students, representing 28 nationalities and 41% female candidates.
In 2023, Equinor was chosen as the preferred employer for the 27th time in a row by
 
engineering students in Norway and
recognised as one of the three most popular employers in the main categories within finance and IT by
 
students. For
professionals, we were recognised as top employer amongst engineers and business professionals
 
and third amongst IT
professionals in “Universum’s annual ranking”. In addition, the company was awarded Norway’s most attractive technology
workplace 2023 in the “Tekjobb-indeksen” among 70 technology companies.
Programme
Gender balance (female:male)
Nationality balance (non-
Norwegian: Norwegian
Hired
Target
Hired
Target
Graduates 2023
41:59
50:50
46:54
50:50
Apprentices 2023
39:61
33/66
1
N/A
N/A
1
The apprenticeship programme targets are set
 
aligned to the gender share studying technical
 
fields in Norwegian upper secondary schools.
Performance evaluation
Workforce composition
Equinor welcomed 2,350 new employees in 2023, Our efforts to recruit new talent into renewables
 
and low carbon solutions supports
our ambition of being a leader in the energy transition and our goal of being an attractive employer
 
within these areas. As a result of
our apprenticeship programmes, recruitment efforts, and initiatives for experience transfer and development within our workforce, the
average age for Equinor employees in Norway was 46 in 2023. We are encouraged by the work being
 
done by all new and existing
employees to build competence that meets
 
our strategic needs, and we are confident that we are building a talent
 
pipeline that
enables Equinor's business ambitions.
1. Inclusion Index
 
To leverage the diversity of thought we have in Equinor, we actively work to increase our employees’ sense of belonging, inclusion,
and psychological safety. Since the establishment of the inclusion index in 2019, Equinor has used this data to determine actions and
opportunities to strengthen our culture and make people feel safe to speak up and report inappropriate actions
 
and behaviour. Equinor
D&I roadmap in 2023 focused on actions to ensure inclusion of people with disabilities or caring
 
responsibilities, people belonging to
different ethnicities, the LGBTQ+ community, and people on pregnancy/parental leave. We will continue to work systematically on
inclusion across diversity dimensions in 2024 to expand and build stronger competence and deeper
 
understanding of what D&I means
across Equinor globally.
 
In 2023, Equinor had significant positive engagement on D&I activities supported by the work done
 
by our ERGs. For the first time, we
raised global awareness on ethnicity together with the Black in Equinor ERG, and on disabilities
 
with the Able ERG. Together with the
newly established Healthy Mind ERG we made mental health resources and activities available for all employees,
 
and focused on
building healthy work environments. The Pride Makers ERG increased its internal and
 
external activity, gaining more members,
generating safety focused deliverables, and organising local pride events. The Women in Equinor ERG established two
 
new chapters
in UK and Canada during 2023, and held events and workshops throughout the year with support
 
from colleagues, senior
management, and HR. All these efforts have jointly contributed to better understanding of diversity, a safer and more inclusive
workplace, increased employee well-being, and progress towards a more gender-balanced workplace.
 
Equinor has worked systematically with D&I since 2019. Overall, our performance in 2023 was satisfactory, with a focus on
operationalising the D&I strategy and ambition. We have strengthened metrics relevant to further integrate D&I in
 
our business and
strengthening our future performance. Awareness about various diversity topics were raised, and our 2024 focus is to
 
continue to
build more knowledge and understanding about different diversity dimensions and importance of an inclusive work
 
environment
across the locations where we operate.
2. Diversity in leadership
 
Equinor works systematically to build a sustainable, robust, and diverse leadership pipeline that
 
feeds through to diverse leadership
 
Group performance
Equinor 2023 Integrated Annual Report
 
89
teams. Our focus was on monitoring gender balance and nationality, while continually working to set up teams that, together,
represent diversity beyond these two dimensions. Our systematic focus on developing female leaders
 
is reflected in the continued
increase in female leadership over the years, with 45% females among leaders reporting to the
 
CEC in 2023. We continue to focus on
representation of nationalities other than Norwegian in our leadership to ensure we represent
 
our global operations.
3. Gender pay gap
 
We monitor our progress on D&I using available diversity data on gender balance and nationality. Equinor reports the earnings ratio
between males and females for both total compensation and base pay. Norwegian authorities require reporting on full breakdown of
earning ratios in all major Equinor locations by Equinor’s job structure every
 
other year. Equinor will report on this data annually to
strengthen transparency on our gender pay gap. Further details on our gender pay gap reporting
 
are available in the Equinor data
hub. For 2023, we are pleased to see that the gender pay gap for base pay is 0
 
for Equinor ASA. We note that there is a gender pay
gap in total compensation than in base pay in all our locations. This is largely driven
 
by additional compensation items linked to roles
where there is a higher representation of men than women, for example offshore roles receiving offshore allowances. We have
partnered with Mercer to perform regression analysis in Norway, UK, US and Brazil to better understand the adjusted total pay gap
which is a better reflection of differences in pay for like work. The results of this study show an adjusted total pay gap
 
of 0.73% in
favour of men across those four major locations, and an adjusted total pay gap of 0.63% in Equinor
 
ASA in favour of men. During
2024, Equinor will work to better understand the drivers for these differences and identify potential remedial
 
actions to address them.
4. Monitoring our D&I progress
The number of sexual harassment cases in 2023 remained stable compared to 2022. By openly discussing
 
sexual harassment in the
workplace through sessions and safety moments available for the organisation globally, as well as specific leadership workshops, we
attained an increased awareness and deeper understanding of the seriousness of the topic
 
in 2023 across the orginisation. Our Code
of Conduct was updated with a strengthened emphasis on the expectation for leaders and
 
employees to contribute to a working
environment free from harassment and discrimination through improved guidelines to prevent these
 
cases. The 2023 GPS results are
strong and show significant improvement in the scores for the question about our employees feeling
 
safe to speak up without fear of
retaliation. This is particularly important evidence of our ambitions to prevent sexual harassment
 
or any similar inappropriate actions
and behaviours. We will continue to keep the topic high on our agenda for 2024 by actively promoting existing
 
initiatives.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
exhibit154p90i0
Group performance
Equinor 2023 Integrated Annual Report
 
90
High value
We place value at the forefront of everything we do. Our value can be determined by “how” we perform and
 
operate in
addition to “what” we deliver and achieve. The High value material topics seek to enable us to be
 
competitive and
create value throughout the energy transition.
 
●
 
Profitable portfolio: Portfolio development and composition to ensure ongoing profitability with risk
 
assessment and
management of current asset base.
 
●
 
Energy provision and value creation for society: Securing energy supply and generating
 
revenue, job opportunities and
economic prosperity through local employment, procurement and taxes.
●
 
Integrity and anti-corruption: Preventing corruption and ensuring ethical business culture across the company.
Profitable portfolio
Indicators/Metrics
Relative Total Shareholder Return
 
(Relative TSR)
(quartile)
Relative ROACE* (peer group rank)
Return on Average Capital Employed* (ROACE) (%)
Organic Capex* (USD billion)
Equity production liquids and gas
 
(mboe per day)
 
Key impacts on nature and society
We aim to have a profitable and robust portfolio to
 
provide long-term value to our employees, shareholders
and societies where we operate, as well as supporting
 
ongoing investments to create future value from energy
transition opportunities.
 
Financial materiality
•
 
Market conditions such as fluctuating commodity prices,
 
as well as exchange rates and general
macroeconomic outlook could significantly affect financial
 
performance of our investments.
•
 
Geopolitical and political factors, including legal and policy changes,
 
could impact our business plans,
including access to resources, and financial performance
 
.
 
•
 
Physical effects of climate change could disrupt
 
our operations or increase costs and impact financial
performance.
•
 
Changes to Equinor’s hydrocarbon resource base estimates and ability
 
to access low carbon
opportunities can impact future production, revenues and expenditures
 
as well as delivery of our
strategy.
 
"Profitable portfolio" pertains to the following GRI standards:
 
GRI 201; GRI 302
For more information regarding our risk factors, please
 
visit 5.2 Risk factors.
 
exhibit154p91i0
Group performance
Equinor 2023 Integrated Annual Report
 
91
Contextual introduction
Equinor’s portfolio delivered strong results in 2023 based on our ability to maintain stable delivery
 
of oil and gas, particularly to
Europe. Sustaining a profitable portfolio and reliably supply energy through the transition, Equinor
 
is transforming its portfolio to
become a broad energy company. Equinor believes that by being a leading company in the energy transition, we can not only reduce
our own CO2 footprint, but also maximise value for both society and our shareholders. Building a
 
portfolio that has robust profitability
through future cycles will be essential for us to deliver on our Energy transition plan and
 
provide shareholder value.
Management approach
Portfolio composition
Our ambition is to build a focused, carbon efficient oil and gas portfolio, complemented with renewable and
 
low-carbon solutions to
create long-term value while supplying reliable energy with progressively lower emissions. Future commodity
 
prices are uncertain and
Equinor believes it is positioned to capture the upside and withstand the downside.
As illustrated by the following graph, the gross capex* share to renewables and low-carbon solutions
 
increased from 14% in 2022 to
20% in 2023. Based on current portfolio forecasts, we are progressing on our ambitions to
 
have more than 30% of annual gross
capex* to renewables and low-carbon solutions in 2025 and above 50% in 2030. Our
 
capital allocation will be contingent on access
and profitability, aligning with our ambition of maintaining an average return on capital employed of around 15% in 2035.
 
exhibit154p92i0
Group performance
Equinor 2023 Integrated Annual Report
 
92
Due to the long-term nature of investments in energy projects, the increasing proportion of our investments
 
in renewable projects is
expected to have a growing impact on oil, gas and renewable production ratios as
 
projects come into operation. In 2023 Equinor
produced a total of 4.4 million TJ of energy, of which 18 thousand TJ was from renewables. By 2030, we have an ambition to have a
total of 12-16 GW of installed net renewable capacity, expected to produce between 35 and 60 TWh annually, while maintaining our
energy production from oil and gas at around the same level as today. By 2035 we aim to produce more than 80 TWh of renewable
power and decarbonised energy
1
, of which above 65 TWh is aimed to be renewable power.
 
1) Decarbonised energy defined as hydrogen,
 
ammonia and gas to power with CCS.
Investment criteria
Equinor’s strategy is to continue to create long-term, high value growth by developing
 
a broad portfolio and applying strict robustness
criteria to investments. To maintain a valuable portfolio in different possible energy transition pathways, Equinor has a financial
framework in place addressing climate-related risks and the robustness of investment proposals.
When a project is being sanctioned, it is assessed on multiple measures:
•
 
Net present value (NPV): to bring value to the company and our shareholders.
 
•
 
Price sensitivities: to assess the impact of different prices on the investment.
 
•
 
Other considerations include: safety, security and sustainability, optionality,
 
resource efficiency and alternative cost, strategic
value, country risk, operational capacity and capability. We undertake environmental and social impact assessments for all new
projects including consideration of potential human rights impacts.
 
In addition, for oil and gas projects, the following assessments are undertaken:
•
 
Break-even price: to remain robust in low-price scenarios we use a break-even target for
 
all oil and gas projects.
 
•
 
CO2 intensity: all oil and gas projects are measured on scope 1 CO2 intensity (upstream).
 
•
 
Carbon pricing: a CO2 cost acts as an additional element of robustness, including application
 
of Equinor’s internal carbon price
when calculating financial metrics.
For renewable projects we also assess the internal rate of return (IRR), real, after tax, full
 
cycle, excluding effects from farm downs
and project financing.
Equinor recognises that planned investments that are not sanctioned can have negative economic consequences
 
for connected
suppliers, partners, and end users of energy. We therefore work closely with all stakeholders, including local governments to explore
solutions that enable Equinor to proceed with investment, or alternatively to find new
 
developers or owners.
Climate scenario testing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
93
Transition stress test -
 
Since 2016 Equinor has assessed its resilience against the scenarios from the IEAs
 
World Energy Outlook
(WEO) report. We assess the portfolio transition risk by testing the net present value after tax (NPV)
 
and the revenue robustness by
applying price assumptions for oil, natural gas and CO
2
tax in each of the WEO scenarios, relative to using Equinor`s commodity price
assumptions. Additionally, we assess potential impairments (detailed in note 3 Climate change and energy transition to the
Consolidated financial statements) when applying the price assumptions in the relevant WEO scenarios.
Physical climate risk assessment -
Equinor also disclose an assessment of the portfolio exposure to possible climate-related
hazards, using the Shared Socioeconomic Pathways (SSP`s) scenarios provided by the Intergovernmental
 
Panel on Climate Change
(IPCC).
By evaluating our portfolio against the scenarios outlined in the WEO report and assessing physical climate risk
 
exposure, we can
ensure that we have a resilient value creating portfolio that is able to remain profitable through
 
challenging market conditions and
climate scenarios.
IEAs WEO scenarios
Stated policies
 
scenario (STEPS)
Announced pledges
scenario (APS)
Net zero emissions by
2050 scenario (NZE)
Description
A scenario based on the
latest implemented policy
settings, including energy,
climate, and related
industrial policies.
A scenario where all
national energy and climate
targets made by
governments are met on
time and in full.
A scenario where the world
moves on a potential path
towards limiting global
warming to 1.5 °C relative to
pre-industrial levels.
Temperature rise to 2100
(from preindustrial levels
2.4 °C
1.7 °C
1.4 °C
Change in demand for
 
Oil in 2050 (from 2022)
+1%
-43%
-75%
Change in demand for
Natural Gas in 2050
 
(from 2022)
0%
-42%
-78%
Change in REN TWh
production in 2050
 
(from 2022)
~350%
~550%
~700%
Transition stress test results -
Compared to last year’s annual report, the positive impact of the STEPS
 
scenario declined from
41% to 11%, while the impact of the APS scenario changed from positive 17% to negative 5%, as illustrated by the figure below. The
impact from the NZE scenario resulted in a 42% decrease in NPV this year, compared to a decrease of 22% in the previous year.
Consistent with previous years, we assume a linear bridging between the prices in the current
 
year and the first price point given by
the IEA in 2030, which also this year significantly impact the change in results from year to
 
year.
The figure below illustrates the changes in revenues from Equinor`s portfolio in the WEO scenarios
 
relative to using Equinor`s
commodity price assumptions for 2030 and 2035. The STEPS scenario provides a positive
 
effect, with a 4% and 3% increase in 2030
and 2035 respectively. In the APS scenario, the revenue decreases by 3% and 5% in 2030 and 2035, while the revenue in the NZE
decreases by 27% and 23% in 2030 and 2035 respectively.
 
exhibit154p94i0 exhibit154p94i1
Group performance
Equinor 2023 Integrated Annual Report
 
94
Our long-term strategy remains firm, and our portfolio and capex flexibility can reduce the negative impact
 
seen in the low-price
scenarios by mitigating actions such as re-optimising the non-sanctioned portfolio. Furthermore, the scenarios
 
only stress oil, natural
gas and CO
2
price, not reflecting the potential impact on our renewable and low carbon solution projects
 
in an accelerated transition
scenario, as indicated by the increasing market size of CCUS and a global growth in renewable energy
 
production of ~700% by 2050
in the NZE scenario,
 
as illustrated in the IEAs WEO scenarios table.
 
Portfolio robustness -
The figure below illustrates the oil price in each of the scenarios from the IEAs WEO report,
 
based on
interpolation between the price points in 2030, 2040 and 2050, relative to Equinor`s price assumptions on Brent Blend
 
in the
equivalent years. These price paths are used to assess the robustness of Equinor`s portfolio
 
towards the outcomes in each of the
scenarios.
The oil and gas projects coming on stream within the next 10 years have a pay-back time at around
 
2.5
2
 
years and a volume-weighted
break-even at around 35 USD/bbl
3
, below the oil price in NZE in both 2030 and 2040. As such, our oil and gas portfolio is expected
 
to
remain robust even to a sharp decline in prices as seen in the NZE scenario. Equinor
 
also maintains significant capex flexibility in our
current portfolio, with only our sanctioned projects being committed, representing less than 50%
 
of the yearly organic capex* from
2025. This will allow us to optimise and re-prioritise our non-sanctioned projects to ensure we continue
 
to generate high value through
cycles.
 
As previously mentioned, these scenarios do not fully capture the upside potential Equinor
 
could capture in renewables and low
carbon solutions. For renewables, we maintain our expectations of a real base project return
 
of 4% to 8% (after tax, full cycle,
excluding effects from farm downs and project financing). From this level we can capture additional value by
 
pulling different levers
depending on the project and market, as exemplified by Dogger Bank and our onshore solar
 
plants in Europe achieving equity returns
of 12-16%. For our low carbon solution projects, we expect real base project returns of 4-8% in the
 
early phase with government
support while maturing the markets. As markets mature, we expect further value uplift
 
potential.
 
2: Includes sanctioned, non-sanctioned and IOGR projects.
 
Based on reference case 75 USD/bbl. Volume
 
weighted from production start.
3: Includes sanctioned, non-sanctioned and IOGR projects.
 
Volume weighted average.
 
Portfolio robustness and Oil price per WEO scenario
1
(USD/bbl)
 
exhibit154p95i0 exhibit154p95i1
Group performance
Equinor 2023 Integrated Annual Report
 
95
Methodology -
NPV is calculated forward looking from 2024. We test the change in NPV and revenues of our portfolio
 
by applying
the price assumptions for oil, natural gas and CO
2
 
tax in each of these scenarios and compare the impact towards the value
calculated at our commodity price assumptions. Equinor`s commodity price assumptions are based on management`s
 
best estimate
of the development of relevant current circumstances and the likely future development of such
 
circumstances. This price-set is
currently not equal to the price-set in accordance with achieving net-zero emissions by 2050
 
as outlined in the WEO Net Zero
Emissions by 2050 scenario. Consistent with previous years, we assume a linear bridging between
 
2023 prices and the first price
point given by the IEA in 2030. We further assume a linear interpolation between IEA`s prices from
 
2030 to 2050 and that the price in
2050 is kept constant in real terms thereafter. USD 2 per boe transportation cost for oil production is added to compare with Brent
Blend. Finally, exploration activities are not included due to the uncertainties related to potential discoveries and development
solutions. The results of this NPV and revenue transition test should not be directly compared with
 
the result of the impairment test
shown in note 3 Climate change and energy transition to the Consolidated financial statements,
 
as they are not stress testing the
same financial metric, although both are based on the same WEO scenarios and commodity price
 
assumptions.
Carbon pricing and carbon costs -
For portfolio and decision analysis, our base assumptions include a carbon cost for all
 
assets
and projects. In countries where no such cost exists, we use a generic cost starting from
 
2025. We use a default minimum at 82 USD
per tonne (real 2023), that increases to 115 USD per tonne by 2030 and stays flat thereafter. In countries with higher carbon costs, we
use the country-specific cost expectations. This carbon cost is included in investment decisions and is
 
part of break-even calculations
when testing for profitability robustness. The actual CO2 costs for Equinor-operated assets were
 
USD 1,276 million in 2023.
The illustration above shows the total carbon cost in the WEO scenarios, relative to the total cost using Equinor’s
 
commodity price
assumptions, based on the same volume base. The STEPS and APS scenarios from the
 
WEO report predicts lower absolute carbon
costs compared to Equinor’s assumed CO
2
cost. The NZE scenario has a marginal higher carbon cost compared Equinor's internal
assumptions,
which demonstrates that Equinor`s carbon pricing assumptions are in line with a potential scenario where the
world moves towards limiting global warming
 
to 1.5 °C relative to pre-industrial levels.
Physical climate risk
 
Equinor’s portfolio comprises offshore and onshore assets across a diverse set of regions around
 
the world. While the company’s core
business today is centered on the NCS, the move towards a broader and more international
 
energy company will lead to changes in
the company’s geographic footprint.
 
exhibit154p96i0
Group performance
Equinor 2023 Integrated Annual Report
 
96
In accordance with the TCFD
1
 
recommendations, Equinor is addressing climate-related physical risks for our assets, including both
acute (extreme weather events) and chronic risks (longer-term shifts, such as sea level rise). To assess the exposure of our assets to
possible climate-related hazards we model the portfolio to different climate scenarios using data analytics software, provided
 
by
Jupiter Intelligence. In 2023 we assessed the exposure of 117 assets in which Equinor has an equity interest to several hazards,
including wind, heat, fire, flood, hail, waves, sea level rise and precipitation. The data provide
 
details on hazard exposure both today
and the expected change in exposure between 2020 and 2050. We have also performed a third-party verification
 
of the results for
some selected assets to enhance our understanding of uncertainties and give input to further improvements.
The results for our onshore and offshore assets for the SSP5-8.5 scenario can be seen in the figures below, which also show the
relative book value of different clusters of assets by reporting segment. An increase in temperature and
 
an increase in the frequency
and intensity of extreme weather events under SSP 5-8.5 is widely considered to be
 
an unlikely scenario beyond current business-as-
usual scenario, but it is included following the precautionary principle and in accordance with
 
EU Commission guidance. Consistent
with information published in the 2022 report, the model provides hazard scores equally weighting
 
across wildfire, flooding, hail, heat,
precipitation and wind. Sea level rise is also included in the modeling. While the
 
assessment provides details on the exposure of
assets to different hazards, it is not a direct indication of risk, as all Equinor installations are designed
 
to tolerate a range of
meteorological conditions as appropriate to their location.
As shown in the figure below, the results show that the majority of Equinor’s onshore assets by book value are
 
assessed as having
relatively limited exposure to climate-related change in physical environment. The onshore
 
assets subject to the highest present-day
exposure and with the greatest changes in exposure towards 2050 are the EPI and REN
 
assets in South America.
Several of the parameters studied are not relevant for our offshore portfolio, and in 2023 we have added
 
wave modeling to the
assessments of the offshore assets. As the results for the wave modeling and wind are consistent, the
 
resulting scores for our
offshore portfolio are based on a single parameter, the 100-year return period wind speed, which also is commonly used to measure
tropical cyclone risk.
 
exhibit154p97i0
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
97
As shown in the figure above, the results show that the majority of Equinor’s
 
offshore assets by book value are assessed as having
relatively limited exposure to physical climate risks. For most of the installations, the initial
 
screening of exposure indicates that the
increased exposure will be within the design margins of the installation. Those
 
assets subject to the highest present-day exposure are
offshore installations in the US Gulf of Mexico and REN North America, while those with the greatest
 
changes in exposure towards
2050 are the renewable installations in North America and oil and gas assets in Sub-Saharan
 
Africa.
More detailed risk assessments are required to assess the climate risk and to implement mitigating measures,
 
as required. In 2023 we
have outlined a methodology in accordance with our risk management process and performed
 
initial risk assessments. This includes
input to a bankability report for a Polish wind farm, including supply of personnel and goods, in
 
accordance with the TCFD
requirements. The results for the assets assessed so far show that these facilities
 
are resilient to the changes in the modelled future
climate scenarios. We will continue to assess the current and future exposure of our portfolio to physical climate changes
 
and to
implement preventive and mitigating measures.
Profitable portfolio
By carefully evaluating investment criteria to develop our future portfolio and assessing our current
 
portfolio for physical climate risk
exposure, we can ensure we have resilient value creating assets able to be profitable through
 
challenging market conditions and
climate scenarios. It also empowers us with knowledge to implement any measures to ensure we
 
are profitable for the future and able
to create value for shareholders through capital allocation and distribution.
1
TCFD: Task Force on Climate-Related Financial Disclosure.
 
Relevant policies and standards
•
 
The Equinor Book
•
 
Code of Conduct
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
98
Performance disclosure
 
HIGH VALUE
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATU
S
PERFORMANCE
2023
2022
PROFITABLE
 
PORTFOLIO
Relative Total Shareholder Return
 
(Relative TSR)
(quartile)
Above average in
 
ranking among peers¹
o
8 of 12
6 of 12
Relative ROACE*
 
(peer group
 
rank)
First quartile in
 
ranking among peers¹
l
1 of 12
1 of 12
Return on Average Capital
 
Employed* (ROACE) (%)
>15% yearly
 
(2023-2030)
1,
2
t
24.9
55.1
Organic
 
Capex*
 
(USD
billion)
2023 outlook guiding 10-11¹
t
10.2
8.3
3
Equity production liquids and gas
 
(mboe per day)
2023 outlook
 
guiding
˜3% above 2022
1
o
Growth 2%
(2,082)
2,039
Highlighted:
Performance indicator.
¹ Outlook and ambitions presented at CMU 2023 or in
 
Annual report 2022.
2
 
Based on 2023 CMU reference case (70 USD/bbl).
 
3
 
Adjusted to USD/NOK exchange rate assumption
 
in the Outlook presented at CMU
 
2022.
l
Ambition met in 2023.
 
o
Ambition not met in 2023.
 
t
Plan in place, on track to reach longer-term ambition.
 
v
Plan in place, not on track to reach longer-term ambition.
Performance evaluation
Investments
 
In 2023, capital expenditures, defined as Additions to PP&E, intangibles and equity accounted
 
investments in note 5 Segments to the
Consolidated financial statements, amounted to USD 14.5 billion, of which USD 10.2 billion were
 
organic capital expenditures*.
In 2022, capital expenditures were USD 10.0 billion, as per note 5 Segments to the Consolidated
 
financial statements, of which
organic capital expenditures* amounted to USD 8.1 billion.
In Norway, a substantial proportion of 2024 capital expenditures will be spent on ongoing development projects such as the Johan
Castberg, Munin, Irpa, and Halten Øst. In addition, capital expenditures will be spent
 
on various extensions, modifications and
improvements on currently producing fields and on exploration opportunities.
Internationally, we estimate that a substantial proportion of 2024 capital expenditures will be spent on projects with recent final
investment decisions such as Raia, Rosebank and Sparta. In addition, 2024 capital expenditures
 
will be mainly spent in Bacalhau field
and non-operated onshore activity.
Within renewable energy, capital expenditure in 2024
 
is expected to be spent mainly on offshore wind projects. In addition, further
investments are planned in our onshore projects.
Equinor finances its capital expenditures both internally and externally. For more information, see debt and liquidity management in
the section 2.1.
Equinor has committed to certain investments in the future. A large part of the capital expenditure
 
for 2024 is committed. The further
into the future, the more flexibility we will have to revise expenditures. This flexibility is
 
partially dependent on the expenditure joint
venture partners agree to commit to. For further information, see note 26 Other commitments,
 
contingent liabilities and contingent
assets to the Consolidated financial statements.
Equinor may alter the amount, timing or segmental or project allocation of capital expenditures
 
in anticipation of, or as a result of
several factors outside our control.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
99
Return on average capital employed (ROACE)
*
The return on average capital employed (ROACE)* was 24.9% in 2023, compared to 55.1% in 2022. The
 
change from 2022 was due
to decrease in adjusted earnings* after tax.
Relative ROACE
*
 
(peer group rank)
On relative ROACE* Equinor was ranked first in the peer group, which is a position
 
in the first quartile.
(in USD million, unless stated otherwise)
 
For the year ended 31 December
2023
2022
2021
2020
2019
Share information
1)
Diluted earnings per share (in USD)
3.93
9.03
2.63
(1.69)
0.55
Share price at OSE (Norway) on 31 December (in
 
NOK)
2)
322.15
351.80
235.90
144.95
175.50
Share price at NYSE (USA) on 31 December
 
(in USD)
31.64
35.52
26.33
16.42
19.91
Dividend paid per share (in USD)
3)
3.60
1.68
0.56
0.71
1.01
Weighted average number of ordinary shares outstanding (in
 
millions)
3,021
3,174
3,254
3,269
3,326
1)
See section 5.1 Shareholder information for a description
 
of how dividends are determined and information
 
on share repurchases.
2)
Last day of trading on Oslo Børs was December 29th,
 
2023, and December 30th, 2022.
3)
See note 20 Shareholders' equity, capital distribution and earnings per share
 
to the Consolidated Financial Statements.
Relative TSR
Equinor performs an assessment of performance against a peer group of 11 European and U.S. companies by relative Total
Shareholder Return (TSR). In 2023 Equinor is number eight with a TSR of -0.2% (measured
 
in USD).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
100
Energy provision and value creation for society
Indicators/Metrics
Energy production (TJ to market)
Payments to governments (USD billion)
Share of procurement spend locally (%)
 
Contextual introduction
 
Energy powers businesses, fuels transportation, and enables the production of goods
 
and services. Within our home, energy provides
heating, cooling and lighting, and allows for access to digital services. As the energy transition progresses,
 
we continue to balance our
obligation to provide energy security with the need for decarbonisation and affordability.
With the recent energy crisis and geopolitical instability, a key priority in 2023 was energy security, given that Equinor is one of
Europe’s largest energy companies. This year, we provided 2,082 mboe per day of oil and gas and 4,235 GWh of electric power. The
aim of being a reliable energy partner stays firm.
 
Delivering value to society beyond its products and services, is fundamental to any business.
 
In the communities where we are
present, we also create jobs, pay taxes to governments, and provide income opportunities to
 
our approximately 8,000 suppliers and
sub-suppliers. In addition, we support socioeconomic development and humanitarian relief through
 
voluntary and mandatory social
investments, strategic sponsorships and donations.
 
 
Key impacts on nature and society
Through our balancing of affordability,
 
security and sustainability in our energy provision,
 
and through making
contributions to the societies where we operate, we can significantly
 
influence socio-economic development.
Financial materiality
•
 
Changes in political, economic, and social factors related
 
to the energy trilemma could present new
opportunities, affect attractiveness of opportunities
 
and value from current and future investments.
•
 
Remaining commercially and technologically competitive is
 
important to develop and operate an
attractive portfolio of assets in current and new value chains.
 
Deployment of innovative or new
energy technologies could enhance or threaten value
 
of Equinor’s expected energy portfolio and
impact our planned strategy execution in the transition
 
to a broad energy company.
 
•
 
Changes in investor and societal sentiment related to our
 
portfolio and performance can affect our
access to capital markets, attractiveness for investors, and
 
potentially restrict access to finance or
increase financing costs.
"Energy provision and value creation for society" pertains to
 
the following GRI standards: GRI 202, GRI 203; GRI 204;
 
GRI 207; GRI 413; GRI 415
For more information regarding our risk factors, please
 
visit 5.2 Risk factors.
More information about our tax contributions and payments
 
to governments can be found in the
stand-
alone Payments to governments report.
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
101
Management approach
Energy provision
To produce and provide energy in a way that creates value to society is a balancing act that we face daily. As an energy company, we
need to balance the energy trilemma of affordability, security, and sustainability.
 
The economic and geopolitical instability in 2023
emphasised the societal importance of energy security.
 
To increase security of supply we are shifting towards more long-term agreements that are predictable for all parties and facilitate
energy planning. The 2023 gas sales agreements with Germany’s state-owned energy company SEFE, for 111 terawatt hours until
2034, and a Letter of Intent for hydrogen supply towards 2060, serve as examples of how we manage
 
long-term, reliable supply of
energy and decarbonisation at scale.
 
Tax contribution
We believe that responsible and ethical behaviour is a prerequisite for sustainable business. Tax transparency is promoted through
our Tax and transparency policy and our Code of Conduct, and supported through our membership in the Extractive Industries
Transparency Initiative (EITI), where Equinor has been an active supporter since its beginning in 2009. Equinor was among the first
major O&G companies that voluntarily disclosed payments to governments in 2004.
 
We do not tolerate or support the facilitation of illegal tax evasion. Our tax planning is driven by the objective
 
to match income with
expenses to obtain a tax deduction for all valid business costs and to avoid double taxation
 
according to the principles of domestic
laws and guidelines.
Equinor ensures efficient compliance with tax rules and regulations by engaging openly with tax
 
authorities around the globe
concerning uncertainties or tax disputes which may arise.
 
We believe that transparency goes beyond the provision of legally required information to tax authorities, it extends to
 
proactive
consideration of other stakeholders. Therefore, we publish annually a Tax contribution report and a Payment to governments report,
read more here
 
Governance and transparency - Equinor.
Local procurement and employment
Equinor strongly supports building local capacity, and we seek to prioritise goods and services from local suppliers wherever possible.
Where goods and services are competitive in terms of price, quality and delivery, our contracting and procurement strategy gives first
consideration to those produced and provided locally. First consideration for employment and training opportunities is also given to
qualified local residents who otherwise meet all of the qualifications required. We actively engage in local
 
supplier development,
training, wider social investment partnerships and local outreach programmes to facilitate local
 
employment and use of local suppliers.
Social investments
In alignment with our just transition approach, our social investments strategy focuses on education,
 
skills-and capacity-building,
nature restoration and enhancement, and access to energy for vulnerable groups. These investments are
 
identified and managed at a
local level and will be measured by positive impact to people, as well as annual investment cost.
 
All social investments are evaluated
for strategic fit and comply with internal procedures, including anti-corruption compliance requirements,
 
as well as local regulations.
 
Local authorities and non-governmental organisations also help us understand the needs and expectations
 
of our host communities.
These are key to informing business models and project strategies that can deliver lasting
 
value to the community and its support to
our activities.
Our new long-term partnerships with humanitarian aid organisations Red Cross and the Norwegian
 
Refugee Council with fixed yearly
donations allow for predictability and continued engagement as well as efficiency in delivering ad hoc local projects.
 
 
Relevant policies and standards
•
 
The Equinor Book -> Our Purpose
•
 
The Equinor book -> Our Vision
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
102
Performance disclosure
HIGH VALUE
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATU
S
PERFORMANCE
2023
2022
ENERGY PROVISION AND VALUE CREATION
 
FOR SOCIETY
Energy production (TJ to market)
 
1
 
Not applicable
4,365,682
4,265,540
Payments to
 
governments (USD
billion)
Not applicable
31.0
49.2
Share of
 
procurement spend
 
locally (%)
Not applicable
89
89
1
 
Oil prod:
 
2,313,473 TJ,
 
Gas prod:
 
2,018,514 TJ,
 
Gas to power:
 
15,514 TJ,
 
Wind to grid:
 
15,153 TJ and
 
Solar to grid:
 
3,028 TJ.
Economic value created and distributed
Indicators
Boundary
Unit
2023
2022
2021
2020
2019
2018
Energy provision
Equinor Group
Terra joule
(TJ)
4,365
,682
4,265,
540
4,341,
168
4,334,9
98
4,335,
242
4,403,
821
Tax contribution
Equinor group
USD billion
28.0
45.2
9.0
3.1
8.8
9.6
Payment to governments (Total
economic contributions to governments)
Equinor group
USD billion
31.0
49.2
11.8
4.5
11.6
13.4
Purchase of goods and services (Total
procurement spend)
Equinor group
USD billion
18.1
17.1
15.7
16.1
18.4
17.4
Total share of spend locally
Equinor group
%
89
89
91
89
85
n/r
Corporate donations spend
Equinor ASA
USD million
6.4
7.6
1.6
1.8
0.2
0.8
Total social investments spend (excl.
Norway and Denmark)
Equinor group
USD million
3.4
6.3
1.9
1.4
3.1
2.1
Voluntary social investments spend
Equinor group
USD million
0.9
0.6
0.4
0.6
2.2
1.1
Mandatory social investments spend
Equinor group
USD million
2.5
5.7
1.4
0.8
0.9
1.0
4,365,682 TJ of energy provided
 
USD 28 billion
 
in taxes paid
8,000 suppliers and sub-suppliers
USD 18.1 billion in local procurement/89% of procurement spent locally
USD 9.8 million in social investments and donations
 
exhibit154p103i0
Group performance
Equinor 2023 Integrated Annual Report
 
103
Energy provision
 
Enabling societal progress through tax contributions
Paying the right tax where value is created is central to Equinor’s commitment
 
to contributing to progress for societies. In 2023, the
Equinor group paid USD 28 billion in corporate income taxes and USD 3 billion
 
in royalty payments and fees to local and national
governments, including host entitlement. USD 27 billion was paid in Norway, where Equinor has the largest share of its operations
and earnings. The reduction in corporate income tax payments relative to the prior year is due to the impact
 
of lower commodity prices
in 2023 compared to the extraordinary market conditions of 2022.
The full Payments to governments report for 2023 pursuant to the Norwegian Accounting Act
 
§3-3d and the Norwegian Security
Trading Act §5-5a can be found at our website: Governance and transparency - Equinor.
 
We published our second tax contribution
report in December 2023, which provides further insight into our approach to tax and explains
 
why and where we pay the taxes we
pay.
 
Procurement and employment that enable growth and opportunities
Thriving domestic supply chains are important for regional economic development and for us,
 
as we deliver new projects and invest in
long-term infrastructure that will be operational for decades. A significant contribution to society in terms
 
of monetary value is our
purchase of goods and services, totalling approx. USD 18.1 billion in 2023, of which 89% was
 
spent locally. As a large company, we
are also a significant source of employment in the communities where we operate. In 2023 we
 
employed 2,350 number of people
across 17 countries.
 
 
 
 
 
 
 
 
exhibit154p104i0 exhibit154p104i2
 
exhibit154p104i1
 
Group performance
Equinor 2023 Integrated Annual Report
 
104
Social investments
 
In 2023, we spent USD 3.4 million
1
 
on social investments internationally, the majority of which were contractual obligations. The
mandatory investments are often longer-term initiatives targeted towards underprivileged groups
 
with a focus on science, technology,
engineering and maths (STEM) education, vocational training and skills building to improve employability, as well as healthcare and
economic empowerment for women. Our voluntary social investments are aligned with our just transition
 
framework, helping drive
resilience in our host communities. In 2023 material contributions included support for our community funds
 
in the US and UK, as well
as collaboration with the fishing industry in Brazil. An overview of Equinor’s social
 
investments in 2023 is presented in our
Sustainability data hub.
1)
 
Total social investments spend, excluding Norway.
Supporting humanitarian efforts in the longer-term
Supporting humanitarian organisations is aligned with Equinor’s sustainability strategy and
 
our just transition plan. We prioritse
longterm partnerships to increase predictability and effectiveness for our partners. In 2023, we signed partnership
 
agreements with
Red Cross and the Norwegian Refugee Council, which commit us to a dedicated yearly amount
 
per partnership. 50% is allocated to
mutually agreed projects, and 50% is allocated freely by the partner organisation. This amounts to a total
 
of NOK 40 million per year
Supporting a just energy transition
We are committed to contributing to an energy transition that is just and inclusive, that respect human rights and
 
brings about
long-term social and economic benefits. To achieve this, we engage in dialogue and collaboration with all our key stakeholders –
our workforce, supply chain, partners, industrial customers and local communities. Notable examples
 
include:
Norway: The Northern Area Unit
Equinor has established a unit called “the Northern Area Unit” with a mandate to strengthen value
 
creation, collaboration and
competence building in this region. The unit works with suppliers to identify opportunities
 
for local deliveries, and to enhance
supplier development. Measures to strengthen local recruitment are also initiated, e.g. the "North
 
development program", and an
industry development program, "Empowering northern societies" is also established, addressing
 
key challenges related to market,
technology and society in the energy transition.
UK: Rosebank investments bring local opportunities
In the UK, Rosebank oil and gas field is expected to create ripple effects in the supply chain and
 
boost local job creation.
According to a socioeconomic study, if sanctioned, it is estimated to create GBP 8.5 billion of direct investment, of which GBP 6.6
billion is likely to be invested in UK-based businesses. During the peak of the construction phase the project
 
is expected to
support around 2,000 jobs, and it will continue to support around 525 UK-based jobs during the
 
25 years lifetime of the field. We
acknowledge there is public debate about our Rosebank oil and gas field in the UK,
 
and we respect the differing views.
Nevertheless, we believe there are sound reasons for developing Rosebank. This project is
 
part of our contribution to energy
security, creating jobs, and we plan to reduce CO
2
 
emissions from production through electrification measures.
US: Offshore Wind Ecosystem Fund
The
Ecosystem Fund is a collaboration between Equinor and the New York City Economic Development Corporation (NYCEDC)
to foster the offshore wind industry in New York City. The Ecosystem Fund will contribute $5 million towards the following
objectives:
 
Scaling the talent pipeline in offshore wind-related careers
 
Supporting low-income New Yorkers and New York
 
City Housing Authority residents in the green energy transition
 
Growing the green energy innovation ecosystem in New York City
 
Group performance
Equinor 2023 Integrated Annual Report
 
105
for both organisations. Equinor will also use the partnerships for additional local donations to projects,
 
as relevant. The agreements
run for three years, plus an optional extension for two more years.
 
Performance evaluation
While the urgency of the climate challenge is clear, the world faces several related imperatives, including affordability of energy,
security of supply, and ensuring a just and equitable energy transition. The political and market volatility of recent years has
underlined the importance of energy security and the close relationship between energy prices
 
and macroeconomic stability. With an
inflation affecting both consumer ability to pay as well as prices of input goods through the supply
 
chain, the need for reliable and
affordable energy has become more apparent.
Overall, we increased our provision of energy by 2% in 2023, positively contributing to energy security. However, as gas prices were
significantly down compared to the extraordinary price levels seen in 2022, our revenues decreased, and
 
our tax contributions and
payments to governments reduced accordingly.
 
Despite the drop in revenues, we continued our local spending and job creation at former
 
levels, and we increased our voluntary
investment spending. We deem our contributions to the communities we operate in a key element of sustainable
 
and long-term value
creation.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
106
Integrity and anti-corruption
Contextual introduction
At Equinor, we believe that an ethical business culture is the cornerstone of a sustainable company. As our presence around the
world includes countries with high risk of corruption, we recognise the need to uphold and follow
 
the highest integrity and anti-
corruption standards.
 
Our commitment to conduct business in an ethical, socially responsible and transparent manner remains constant.
 
A main focus area
in 2023 was to further integrate Equinor’s ethics and compliance programmes when
 
developing our business as part of the energy
transition and to help drive a powerful integrity culture within a fast-growing organisation.
 
Equinor has a zero-tolerance policy towards all forms of corruption. This is embedded across the
 
company through our values, Code
of Conduct and ethics and compliance programmes.
Management approach
Code of Conduct
 
The Equinor Code of Conduct sets out our commitment and requirements for how we
 
do business. It applies to our employees, board
members and hired personnel who, each year, are required to confirm that they understand and will comply with the Code of Conduct.
We expect our suppliers to act in a way that is consistent with our Code of Conduct, and we engage with
 
them to help them
understand our ethical requirements and how we do business. If our expectations are not
 
met, we take appropriate action. In 2023,
the Code of Conduct was reviewed and several sections were updated, and in particular, those related to harassment, bullying and
discrimination.
Anti-corruption
 
Indicators/Metrics
Confirmed corruption cases (number of)
Employees who signed-off the Code of Conduct (%)
Key impacts on nature and society
 
Corruption undermines democratic institutions, slows
 
economic development, threatens the environment,
distorts competition, damages reputations and exposes companies
 
and individuals to civil and criminal
penalties and other reactions.
Financial materiality
•
 
Non-compliance with anti-corruption and bribery laws, anti-money
 
laundering laws, competition and
antitrust laws, sanctions and trade restrictions or other
 
applicable laws, or failure to meet Equinor’s
ethical requirements, could expose Equinor to legal liability,
 
lead to a loss of business, loss of access
to capital and damage our license to operate.
 
•
 
Equinor’s operations in various countries are subject to dynamic legal and
 
regulatory factors that could
impact our business plans and financial performance.
 
•
 
The actions of our partners, contractors and subcontractors
 
could also lead to legal liability,
 
loss of
business or other forms of financial loss for Equinor.
"Integrity and anti-corruption" pertains to the following
 
GRI standards: GRI 204; GRI 205; GRI 206
For more information regarding our risk factors, please
 
visit 5.2 Risk factors.
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
107
Our Code of Conduct explicitly prohibits engaging in bribery and corruption in any form. Equinor’s
 
anti-corruption compliance
programme summarises the standards, requirements and procedures implemented to comply with applicable
 
laws and regulations
and maintain our high ethical standards. The programme lays down the foundation for ensuring
 
that bribery and corruption risks are
identified, concerns are reported, and measures are taken to mitigate risks in all parts of the
 
organisation. We have a global network
of compliance officers who support the business in identifying and handling business integrity risks and ensure
 
that ethical and anti-
corruption considerations are integrated into our activities no matter where they take place. Equinor
 
provides risk-based regular
training across the organisation to build awareness and understanding of the anti-corruption compliance programme.
 
Competition and antitrust compliance
 
Equinor’s Code of Conduct also addresses the requirement to comply with applicable
 
competition and antitrust laws. Our competition
and antitrust programme consists of governing documents and manuals, and training of employees in high-risk positions,
 
as well as
regular risk assessments and assurance activities.
 
Trade Controls compliance
 
Equinor’s Code of Conduct also addresses the requirement to comply with applicable
 
sanctions and export control laws. Our trade
controls programme consists of governing documents and guidance, and training of employees in
 
high-risk positions, as well as
regular risk assessments and assurance activities.
Key 2023 improvement initiatives
Fundamental and advanced business integrity competence requirements mapped to position and
 
role in the company is consecutively
being implemented in all business areas and functions. One main task in 2023 and going
 
forward was to monitor the training statistics
generated, and to deliver relevant trainings where needed. Our training efforts included general
 
and targeted training and awareness
sessions. Ethics and compliance was further strengthened as an integrated part of performance
 
and reward assessments. A
leadership onboarding programme was developed and is currently being piloted. The programme includes,
 
among other items,
elements on ethics, integrity, and creating and maintaining a speak-up culture through self-study, a gamified app solution and a three-
day physical programme.
 
In 2023 Equinor further strengthened the risk-based bottom-up approach of its business integrity
 
risk process, by adding new
requirements for corruption risk assessment at asset and organisational entity level.
Reporting and handling of concerns
 
According to Equinor’s Code of Conduct, all employees have a duty to report
 
suspected violations of the Code or other unethical
conduct. We require that our leaders work systematically and pro-actively to prevent, detect and
 
respond to possible breaches of the
Code and other ethical issues. Employees are encouraged to report/discuss concerns with their line manager
 
or the line manager’s
superior, or to use available internal channels established to provide support. Concerns can also be reported through our Ethics
Helpline which allows for anonymous reporting and is open for employees, business partners
 
and the general public. Equinor has a
strict non-retaliation policy and does not tolerate any form of retaliation against any person who
 
has raised an ethical or legal concern
in good faith.
Roles and responsibilities
The legal business ethics and compliance function is headed by the chief ethics and compliance
 
officer (CECO), who reports to the
executive vice president legal and compliance. The CECO is also able to report matters
 
directly to the CEO, the BoD, the board audit
committee (BAC) and the board’s safety, sustainability and ethics committee (SSEC).
Collaboration and stakeholder engagement
At Equinor, we believe in the value of collective action to actively promote anti-corruption and revenue transparency. We have long
standing relationships with the UN Global Compact, the World Economic Forum’s Partnering Against Corruption
 
Initiative (PACI) and
Transparency International (TI). We are also a long-standing supporter of the Extractive Industries Transparency Initiative (EITI). In
2023 Equinor was assessed by EITI to meet all EITI company expectations.
Relevant policies and standards
•
 
The Equinor Book -> Who We Are -> Commitments
•
 
Code of Conduct
•
 
Ethics and compliance in Equinor
 
exhibit154p108i0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
108
 
Performance disclosure
HIGH VALUE
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATU
S
PERFORMANCE
2023
2022
INTEGRITY
 
AND
 
ANTI-CORRUPTION
Confirmed corruption
 
cases
 
(number of)
0 (2022)
l
0
0
Employees who signed-off the Code of Conduct (%)
≥95% (2022)
l
96
95
l
Ambition met in 2023.
 
o
Ambition not met in 2023.
 
t
Plan in place, on track to reach longer-term ambition.
 
v
Plan in place, not on track to reach longer-term ambition.
Ethics Helpline
Indicator
Boundary
Unit
2023
2022
2021
2020
2019
Cases and inquiries to the Ethics Helpline
Public
number
250
192
160
183
194
Confirmed corruption cases
Public
number
0
0
0
n/r
n/r
Ethics and compliance training
Indicator
Boundary
Unit
2023
2022
2021
2020
2019
People completing Code of conduct
training and sign-off (Employees)
Equinor group
%
96
95
84
87
93
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
109
Performance evaluation
The number of cases received through the Ethics Helpline was 250 in 2023, of which 195
 
were reports of concerns. The cases
included 130 reported concerns relating to harassment, discrimination and other conduct affecting the working environment,
 
58 of
these reports were related to our partner and supply chain. We experienced a large increase in
 
the number of cases related to our
suppliers but some of the cases related to the same concern. The Code of Conduct
 
yearly sign-off is a mandatory competence
requirement, and by following up on the sign-off rates for each business area we were able to monitor the trends
 
closely and saw a
continuing positive development compared to previous years.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
exhibit154p110i0
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
110
Low carbon
We aim to be a leading company in the energy transition. It requires advancement of new technologies, new
 
value
chains and new ways of working, as well as strong leadership from policymakers. The Low
 
carbon material topic
seeks to reduce our emissions and increase investments in renewables and low carbon solutions.
●
 
Net-zero pathway: Reducing greenhouse gas emissions towards net zero by 2050, including
 
emissions
from the use of our products.
Net-zero pathway
Indicators/Metrics
Upstream CO2 intensity, Scope
 
1 (kg CO2/boe)
Absolute GHG emissions scope 1 and 2 (million
tonnes CO2e)
Net carbon intensity (gCO2e/MJ)
(Includes GHG emissions from scope 1, 2 and 3
 
-
Category 11, Use of sold products)
 
Annual gross CAPEX* to renewables and low carbon
solutions (%)
Renewable energy installed capacity (GW,
 
equity)
 
Key impacts on nature and society
Equinor has significant emissions from its operations (11.6 mt
CO2e scope 1+2 operated) and from use of sold products (250
million tonnes CO2e,
 
scope 3 - Category 11).
Financial materiality
•
 
Policy, legal, regulatory,
 
market and technology
developments, including stakeholder sentiment, related to
the issue of climate change, could affect our current and
future business plans and financial performance.
 
•
 
Competition for assets, changing levels of policy support,
different commercial/contractual models, as well as interest
and inflation rates pose risks to returns within the
renewables and low carbon industries.
 
“Net-zero pathway”
 
pertains to the following GRI standards: GRI 302; GRI
 
305
For more information regarding our risk factors, please
 
visit 5.2 Risk factors.
 
Group performance
Equinor 2023 Integrated Annual Report
 
111
Contextual introduction
Science and evidence of climate change is clear
In 2023, the world saw further evidence of the effects of, and the prognosis for, global climate change. The Intergovernmental Panel
on Climate Change Synthesis Report (March 2023) found that average global temperatures
 
have already risen 1.1°C since pre-
industrial levels; that every region of the world is facing “widespread adverse impacts” of climate
 
change; and that global warming is
now “more likely than not” to reach 1.5°C above pre-industrial levels. The IPCC’s models found that limiting
 
global warming to 1.5°C
or 2°C would depend on deep global emissions reductions this decade”. Importantly, the IPCC found that feasible, effective, and low-
cost options for mitigation and adaptation are available. According to the International Energy
 
Agency (IEA), the speed of the roll-out
of key clean energy technologies means that demand for coal, oil and natural gas will
 
all peak this decade even without any new
climate policies. Despite the progress, much more is needed to get the world on track to
 
achieve the ambitions of the Paris
agreement. The IEA projects that current policies will result in emissions leading to temperature
 
increases of around 2.4°C, and that
clean energy investment needs to increase from the record level of USD 1.8 trillion in 2023 to
 
around USD 4.5 trillion a year by the
early 2030s to be in line with the 1.5°C pathway.
As an industrial company focused on the production and delivery of oil, gas, electricity, low-carbon products and services, our
business has both direct and indirect impacts on the climate. The indirect emissions (scope 3) associated
 
with the use of the oil and
gas products we sell are many times higher than those under our operational control. There
 
are also emissions in our broader supply
chain, with over 8000 direct suppliers delivering goods and services including transportation
 
of our products and the capital goods
embedded in the projects we develop. While the scale and urgency of the climate challenge
 
are clear, the world faces several related
imperatives, including affordability of energy, security of supply, and ensuring a just and equitable energy transition. This context
presents a complex external landscape for Equinor as we execute on our transition strategy
 
where climate-related changes in policy,
technology, markets and public sentiment presents risks and opportunities that could affect Equinor’s business plans and financial
performance.
Management approach
Finding opportunities in the energy transition
Equinor sees opportunities for value creation in the energy transition both through optimisation
 
of its oil and gas business and through
utilising its competitive capabilities across new areas of the energy system. In
 
a decarbonising world with a broad energy mix, we
expect that policymakers and stakeholders will set a premium on oil and gas produced
 
in a responsible and increasingly carbon
efficient way. We also see long term opportunities in developing a profitable low carbon and renewables portfolio which will help us
meet our own net-zero ambitions and those of society at large.
 
In renewables, we have an ambition to become a leading global player in offshore wind. We were an early mover
 
in key offshore wind
markets – including floating – and are well placed to strengthen our competitive position and achieve the
 
economies of scale
necessary to improve returns. To build a competitive wind portfolio, we are applying our extensive experience in technology,
innovation and project delivery. Another key opportunity set lies within low carbon solutions, where we focus on carbon capture and
storage (CCS) and hydrogen. This is a natural role for Equinor: to decarbonise the
 
energy we supply and to help industrial end-users
with transporting and storing captured carbon. Building on our strong position in industrial
 
value chains in Europe, we are applying our
technical and engineering competence to bring low-carbon products and services to the market.
 
We are developing a broad funnel of
projects to be at the forefront of de-risking and maturing new technologies and business models.
 
These include early positioning in
CCS licences, innovative commercial agreements with industrial emitters for the transport and storage
 
of emissions, and piloting of
high-impact hydrogen projects.
Equinor’s pathway to net zero
Equinor’s strategy for achieving net zero is summarised in our Energy transition
 
plan (ETP), a plan that was informed by engagement
with a wide range of stakeholders, including shareholders, governments, non-governmental organisations,
 
academia, and civil society.
The ETP is based on three main pillars: reduction in our operated emissions to 2030; increased
 
allocation of capex to investments in
renewables and low carbon solutions (gross capex*) to 2030; and reduction in the carbon
 
intensity of energy we provide (including
scope 3) according to specific milestones on the way to net zero in 2050. In addition to the main
 
corporate decarbonisation and
transition ambitions, the plan includes a series of short-term industrial project milestones that demonstrate
 
our concrete commitment
to delivering our transition strategy. A 2023 progress report Energy transition plan, summarising performance on key ambitions, can
be found in chapter 1.
Risk management and governance
As outlined in Equinor’s governing documents, the board is responsible
 
for overseeing the company’s strategy, internal controls and
risk management. Climate-related upside and downside risks, and Equinor’s strategic
 
response to these are discussed frequently by
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
112
the board.  Our management system includes our policies, requirements, and guidelines. Together with our corporate governance
principles and performance framework, this forms the basis for how we are embedding climate
 
and sustainability issues in our
business activities. Management of climate-related risks is embedded in our enterprise risk management
 
framework and applied
across the company with the aim of creating value and avoiding incidents. We have standardised risk
 
processes to identify, evaluate
and manage upside and downside risk, and which consider risks with potential to affect our business in the
 
short, medium and long
term.
We assess climate-related risks across two main dimensions: transition risk and physical climate risk. To assess and manage
transition risks we use scenario and sensitivity analysis, including net present value (NPV) stress
 
tests against all relevant scenarios
published by the IEA. Details of our stress testing and scenario analysis are published in section Climate Scenario
 
Testing (Transition
Stress Test), Profitable portfolio. For physical climate risk, we map the exposure of our global asset portfolio against a range of
climate-related perils and scenarios, including heat, flood, fire, and wind, and assess potential
 
asset vulnerability. The results of the
2023 exposure mapping can be seen in section Physical Climate Risk, Profitable portfolio. Equinor
 
aligns its climate-related
disclosures with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and we include explicit
reference to the TCFD recommendations in section 5.6.
 
Success also requires an internal governance and performance framework that is informed by
 
our transition ambitions.
Climate and energy transition-related goals and ambitions are included as part of the remuneration
 
policies. Performance on the
upstream CO
2
 
intensity of the oil and gas portfolio is integrated as a performance indicator for the corporate CEC
 
and is linked to
remuneration. The same performance indicator also influences remuneration as input to the
 
decision on general bonus. The CEO, his
direct reports and Equinor’s wider leadership are assessed based on results
 
within a broad range of topics, including safety, security
and sustainability. The ability of executive leaders to be role models and drive the energy transition forward forms part of the holistic
performance evaluation.
 
Relevant policies and standards
•
 
The Equinor Book -> Our Vision
•
 
The Equinor Book -> Who We Are ->
Commitments
•
 
Code of Conduct
•
 
Our Climate Policies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
113
Performance disclosure
 
LOW CARBON
INDICATORS/METRICS
2023 AMBITION
 
(TARGET YEAR)
STATUS
PERFORMANCE
2023
2022
NET-ZERO PATHWAY
Upstream CO2
 
intensity, Scope 1
 
(kg CO2/boe)
<7 kg/boe (2025)
¹
<6 kg/boe (2030)
l
6.7
6.9
Absolute GHG emissions scope 1 and 2
 
(million tonnes
CO2e)
Net 50% emission
 
reduction
 
(2015 -> 2030)
v
11.6
(-30%)
11.4
(-31%)
Net carbon intensity
 
(gCO2e/MJ)
(Includes GHG emissions from scope 1, 2 and 3
 
- Category
11, Use of sold products )
 
-20% (2019 -> 2030)
-40% (2019 -> 2035)
t
67.0
(-1%)
66.5
(-2%)
Annual gross CAPEX*
 
to renewables and low
 
carbon
solutions (%)
>30% (2025)
>50% (2030)
t
20
14
Renewable energy
 
installed capacity
 
(GW, equity)
12-16 installed
 
(2030)
t
0.9
0.6
Highlighted:
Performance indicator.
¹ 2025 ambition
 
changed to
 
7kg CO2e/boe
 
from 8kg CO2e/boe.
l
Ambition met in 2023.
 
o
Ambition not met in 2023.
 
t
Plan in place, on track to reach longer-term ambition.
 
v
Plan in place, not on track to reach longer-term ambition.
Acting on our own emissions
Our ambition is to reduce emissions from our own operations by net 50% by 2030 compared to
 
2015 levels. We aim for at least 90%
of this ambition to be realised by absolute emission reductions. Our total scope 1 and 2 operated greenhouse
 
gas (GHG) emissions
for 2023 were 11.6 million tonnes CO
2
, meaning that our operated emissions are 30% lower than in 2015. However, because of
several operational developments, including resumption of the Hammerfest LNG facility in Norway
 
and the Peregrino field in Brazil,
the 2023 operated scope 1+2 emissions were 2% higher than in 2022. While operational factors
 
contributed to a slight increase in
2023, we made progress on the portfolio of emission abatement measures that provide the main
 
contribution to reaching our 2030
ambition. Examples of emissions abatement milestones in 2023 included the start-up of the Hywind Tampen offshore wind supplying
renewable power to the Gullfaks and Snorre fields and the electrification of the Gina Krog field
 
with power from shore. In 2023, the
Norwegian Government approved Snøhvit Future project, for full electrification of the Hammerfest
 
LNG facility, expected to result in
annual reductions of 850,000 tonnes of CO
2
.
 
exhibit154p114i1 exhibit154p114i0 exhibit154p114i3 exhibit154p114i2
Group performance
Equinor 2023 Integrated Annual Report
 
114
 
At the end of 2023, Equinor’s emissions prognosis shows that we are tracking slightly behind
 
schedule on our ambition of a 50% net
reduction by 2030, assuming that all current abatement projects in the project portfolio are approved
 
by our partners and authorities. A
portfolio of options for emissions abatement continues to be explored to enable us to reach
 
the 2030 ambition.
Equinor continued its work to reduce the upstream CO
2
 
intensity, which was 6.7 kg CO2/boe in 2023, below the level of 6.9 kg
CO2/boe in 2022 and ambition of 7.0 kg CO2/boe in 2025. This development is, on track towards
 
the ambition of 6 kg CO2/boe in
2030, and significantly lower than the industry average of 16 kg CO2/boe (IOGP 2022). Our 2023
 
upstream flaring intensity was 0.8
tonnes/1000 tonnes of hydrocarbon produced compared with 0.7 in 2022. The main reason for
 
the marginal increase in flaring levels
in 2023 was the restart of production from the Njord A field and increased flaring at Gullfaks
 
C due to turnaround and maintenance.
Equinor’s low flaring levels are due to continued efforts to improve operational efficiency and leveraging
 
the well-established gas
infrastructure in Norway. The average methane intensity of our operated assets in 2023 remained very low at 0.016% - around one
tenth of the industry average (based on OGCI (Oil and Gas Climate Initiative) collective average) of 0.15%.
 
Equity scope 1 CO
2
emissions in 2023 were 9.5 million tonnes, an increase from 9.1 in 2022. The main driver of the
 
increase was the first full-year
operation of the Triton gas-fired power plant since Equinor’s joint acquisition of the facility in 2022.
We were pleased to be named by the IEA as an “example of best practice” for the average emissions
 
intensity of our Norwegian
upstream operations in its November 2023 report on the Oil & Gas Industry in Net Zero
 
Transitions.
The IEA also provided a framework for assessing oil and gas company alignment with its
 
Net Zero Emissions scenario. According to
the framework, companies in the sector can only be fully aligned with Net Zero Emissions
 
if they do not have investments in new oil
and gas projects. For companies continuing to invest in new projects, the framework assesses
 
alignment across two dimensions:
scope 1+2 emissions reductions and plans for investment into clean energy. The combination of Equinor's carbon efficient operations
and its 2030 capex ambitions put us in the leading segment for each category.
 
exhibit154p115i0
Group performance
Equinor 2023 Integrated Annual Report
 
115
Source: https://www.iea.org/reports/the-oil-and-gas-industry-in-net-zero-transitions
Increased investments in renewables and low carbon solutions
In 2023, we saw continued progress on the leading indicator of capital allocation to transition-related activities,
 
with 20% of our gross
capex* allocated to renewables and low carbon solutions, a materially higher share than in 2022
 
(14%), and on track towards our
ambition of 50% in 2030. Over 90% of this investment was allocated to renewables, with the
 
remainder allocated to our Northern
Lights Carbon Capture and Storage (CCS) project. However, on net carbon intensity (NCI), the metric we use to track our corporate
progress towards net zero in 2050, we saw a regression in 2023. Our ambition is to reduce
 
the NCI of the energy we provide by 20%
by 2030 and by 40% by 2035. This ambition includes scope 3 emissions from the use of
 
our products. The NCI of the energy we
provided in 2023 was 67 CO2e/MJ, which is 1 percentage point higher than in 2022 and 1%
 
reduction compared to the 2019 baseline
year. The year-over-year rise was due to an increase in the ratio of oil to gas in our production portfolio as the energy
 
security crisis in
Europe stabilised and the extraordinary increase in demand for Equinor’s gas
 
seen in 2022 subsided. Key drivers for reducing net
carbon intensity in the coming years will be rapid buildout of our renewables business and the deployment
 
and scaling up of low
carbon value chains, including carbon capture and storage (CCS). For renewables, we have an ambition
 
to have an installed capacity
of 12-16GW by 2030, while for CCS we increased our ambitions in early 2024, targeting
 
30 million to 50 million tonnes per year (mtpa)
by 2035 - up from our previous ambition of 15-30mtpa.
In 2023, Equinor’s installed renewable capacity was 0.9GW (equity share) and renewable energy
 
production was 1938GWh, an
increase on both metrics compared to 0.6GW and 1649GWh in 2022. The delivery of first
 
power from our Dogger Bank A project in
October 2023 marked a significant milestone in the development of what will be the world’s largest offshore wind farm. The
 
project,
which is expected to reach full commercial operation in 2026, is planned to have a total capacity
 
of 3.6GW. Our acquisition of Rio
Energy,
a leading onshore renewables company in Brazil and the closing of the acquisition of Danish
 
solar company BeGreen energy added
around 8 GW of capacity to our project pipeline.
Like other developers, Equinor faced an increasingly challenged business environment in the
 
offshore wind sector in 2023. Empire
Wind, our flagship development on the US east coast, saw increased costs due to inflation
 
and supply chain constraints.
Nevertheless, we remain committed to the ambition of profitable growth in renewables DELETED TEXT.
 
US federal approval of
Empire Wind in November was a welcomed development and we continue to work to improve
 
value creation for the project.
DELETED TEXT
In addition to progress on renewables, we saw an increase in the volume of CO2 stored in 2023
 
to 0.8 million tonnes, up from 0.5
million tonnes in 2022. Accumulated, Equinor has stored 27.1 million tonnes of CO2 on the Norwegian
 
Continental Shelf since 1996.
We saw two major developments in our CCS portfolio in 2023: the acquisition of a 25% stake in
 
Bayou Bend, a major CCS project in
the US Gulf Coast with gross potential storage resources of more than one billion metric tonnes,
 
adding 5 million tonnes per year
(mtpa) of transport and storage to our portfolio; and the award by the UK North Sea Transition Authority to Equinor
 
and its partners of
additional CCS storage licenses, which will enable the Northern Endurance Partnership project
 
to double its CO
2
 
storage capacity to
around 10 mtpa from 2030.
These projects will be important contributors to our new ambition of 30-50 mtpa of transport and
 
storage by 2035.
As outlined in our Energy transition plan, delivering on each pillar of our transition strategy will
 
require the necessary frame conditions
and the support of policy makers. Our ambitions to continue to expand our global renewables
 
and CCS portfolios will be contingent on
 
exhibit154p116i0
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
116
governments putting in place the necessary permitting and fiscal regimes and making
 
acreage available for both offshore wind and
carbon storage.
Supply chain decarbonisation
In our broader supply chain, we see opportunities to use our procurement and supplier relationships to
 
drive decarbonisation in
integrated and adjacent sectors, including shipping, steel, and cement. Our Energy transition plan includes
 
a commitment to “work
with our suppliers and customers, host governments, and civil society to develop the business
 
models, policies and frameworks to
enable the world to achieve net zero by 2050”. In 2023 Equinor established group-wide
 
expectations to all our suppliers that lay out
expectations to have net-zero plans and emissions reductions ambitions, and to disclose their
 
emissions. They also include an
expectation for suppliers to work with their own suppliers on emissions disclosure and
 
net-zero plans. Progress on the number of
suppliers that meet these expectations will be followed up and published as part of our
 
annual reporting and internal performance
indicators were established by our procurement organisation to measure and incentivise compliance.
In 2023, we also signed up to the CDP Supply Chain module to get more detailed
 
insight into our suppliers’ emissions data and
climate policies. Equinor contacted the most material suppliers, in total representing around
 
two thirds of spending on upstream goods
and services: 60% responded, with over three quarters of respondents reporting scope 1+2 emissions
 
and scope 3 emission
estimates. The 2023 data will provide a baseline from which we will be able to measure
 
progress on our supplier expectations in
future years.
Monitoring of climate performance of most material suppliers
Oil and Gas Decarbonisation Charter
At COP28, Equinor signed the historic Oil and Gas Decarbonisation Charter, an industry-wide initiative joined by 50 national and
international oil producing companies, equivalent to more than 40% of global oil and gas
 
production. While Equinor’s emissions
reduction and transition plans already exceed the Charter’s provisions, the initiative
 
provides a much needed platform for ambition and
transparency among companies and a framework for cooperation with national oil companies
 
continued decarbonisation efforts.
Global Flaring and Methane Reduction Fund
In December 2023, Equinor became a founding corporate donor to the Global Flaring and
 
Methane Reduction (GFMR) fund, a new
World Bank-administered initiative to support flaring reduction and methane abatement in the oil
 
and gas sector. The GFMR is a multi-
donor trust fund focused on helping developing countries cut carbon dioxide and methane emissions
 
generated by the oil and gas
industry. According to the World Bank, the GFMR will provide more than $250 million and mobilise billions from the private sector to
support those countries with the least capacity and resources to address these emissions. The partnership will
 
focus on providing
grant funding, technical assistance, policy and regulatory reform advisory services, institutional strengthening,
 
and mobilising
financing to support action by governments and operators.
OGCI Satellite Monitoring Campaign
Policy and partnerships
In addition to laying out our own ambitions toward net zero, our Energy transition plan is
an invitation to our partners, customers, suppliers, and host governments to work
together on the necessary actions to accelerate the energy transition. In 2023 we
achieved significant progress with partners in the public and private sector on
accelerating decarbonisation.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
117
Together with fellow members of the Oil and Gas Climate Initiative, we made significant progress on a key initiative for industry
leadership on methane emissions in 2023. OGCI’s flagship programme on methane is the Satellite Monitoring
 
Campaign, which
collects high-resolution data on large-magnitude methane plumes and uses confidential engagement with local
 
operators to help them
identify and address the sources of the emissions. The SMC published its first set of findings in
 
2023; continued with execution on the
second phase of the project in Algeria, Kazakhstan, and Egypt; and began work on the third
 
phase of the project, which more than
doubles the number of countries and assets covered and has the potential for the elimination of millions
 
of tonnes of CO
2
e per year.
Policy engagement and advocacy
Equinor promotes policies supporting the goals of the Paris Agreement and actions to accelerate
 
the energy transition. We also
actively work to ensure that the policy positions and advocacy of our membership organisations
 
are supportive of and aligned with the
objectives of the Paris Agreement. To ensure transparency, we conducted and published our annual review of industry association
and membership organisations in 2023 showing areas of potential misalignment. The 2023 review
 
included details of our withdrawal
from industry association which was found to be misaligned with our climate policies. Our climate
 
policy positions and our
expectations of our membership associations are available on Equinor.com. We engage with a wide range of external independent
benchmarking and assessment organisations, including Climate Action 100+, CDP, InfluenceMap and others, in an effort to be a
proactive stakeholder in the development of effective frameworks for assessing corporate performance in the
 
energy transition.
Indicators
 
Boundary
Unit
2023
2022
2021
2020
2019
2018
Energy production
Oil and gas production
Operational
control
million barrels of
oil equivalent
(mmboe)
1,163
1,129
1,115
1,106
1,055
1,077
Oil and gas production
Equity basis
million barrels of
oil equivalent
(mmboe)
760
744
759
758
757
770
Gas to power
Equity basis
GWh
2,298
1,012
0
0
0
0
Renewable energy
delivered to grid
Equity basis
GWh
1,859
1,641
1,562
1,662
1,754
1,251
Renewable energy
generated for use by
Equinor
Equity basis
GWh
80
8
0
0
0
0
SUM renewable energy
generated
Equity basis
GWh
1,938
1,649
1,562
1,662
1,754
1,251
Renewable installed
capacity
Operational
control
GW
1.2
0.9
0.7
0.7
0.7
0.8
Renewable installed
capacity
Equity basis
GW
0.9
0.6
0.5
0.5
0.5
0.6
Net carbon intensity
Operational
control/Equity
basis
g CO
2
e per MJ
energy produced
67.0
66.5
67.1
67.8
67.8
n/r
CO
2
 
emissions captured
and stored per year
Operational
control
million tonnes
0.8
0.5
0.3
0.9
1.2
1.3
Accumulated CO
2
emissions captured and
stored
Operational
control
million tonnes
27.1
26.3
25.8
25.6
24.6
23.4
Gross capital expenditure*
in renewables and low
carbon solutions, share of
total
Equinor group
%
20
14
11
4
2
4
Top suppliers, with near-
term emissions reductions
target, absolute or
intensity basis, within
2030
Equinor group
%
71
1
65
n/r
n/r
n/r
n/r
Indicators
Boundary
Unit
2023
2022
2021
2020
2019
2018
Scope 1 GHG
emissions
Operational control
million tonnes
CO
2
e
11.5
11.4
12.0
13.3
14.7
14.9
Scope 1+2 GHG
emissions Norway
Operational control
million tonnes
CO
2
e
10.9
11.0
11.1
11.9
12.4
13.0
Scope 1+2 GHG
Operational control
million tonnes
11.6
11.4
12.1
13.5
14.9
15.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
118
emissions
CO
2
e
Scope 2 GHG
emissions (location
based)
Operational control
million tonnes
CO
2
e
0.1
0.1
0.1
0.3
0.2
0.2
Scope 2 GHG
emissions (market
based)
Operational control
million tonnes
CO
2
e
3.1
2.5
2.7
2.5
2.9
3.0
Scope 3 GHG
emissions (GHG
Protocol cat. 11, use of
sold products)
Equity basis
million tonnes
CO
2
e
250
243
249
250
247
252
Business travel GHG
emissions (GHG
Protocol cat. 6)
Operational control
million tonnes
CO
2
e
0.09
0.05
0.01
0.02
0.1
0.1
CO
2
 
emissions
Operational control
million tonnes
11.1
11.1
11.6
12.9
14.2
14.4
CO
2
 
emissions excl.
flaring
Operational control
million tonnes
10.6
10.4
11.0
11.9
13.0
13.3
CO
2
 
emissions from
flaring
Operational control
million tonnes
0.6
0.6
0.7
1.0
1.2
1.2
CO2 emissions from
upstream operations
Operational control
million tonnes
7.5
7.6
7.8
8.7
9.6
9.3
CO
2
 
emissions from
midstream operations
Operational control
million tonnes
3.6
3.5
3.8
4.2
4.6
5.1
CO
2
 
emissions from
other operations
Operational control
million tonnes
0.01
0.02
0.01
0.01
0.01
0.11
CO
2
 
emissions
Equity basis
million tonnes
9.5
9.1
9.9
10.1
11.5
11.6
Upstream CO
2
emissions intensity
Operational control
kg CO
2
 
per
barrel of oil
equivalent
(boe)
6.7
6.9
7.0
8.0
9.5
9.0
Upstream CO
2
emissions intensity
Equity basis
kg CO
2
 
per
barrel of oil
equivalent
(boe)
8.1
8.5
8.8
9.2
10.7
10.3
Maritime CO
2
 
emissions
Operational control
million tonnes
CO
2
e
4.1
3.8
3.8
4.9
n/r
n/r
CH
4
 
emissions
Operational control
thousand
tonnes
11.5
11.2
14.5
17.7
19.0
20.0
CH4 intensity
Operational control
% (m³ CH4
emitted per m³
marketed gas)
0.02
0.02
0.02
0.03
0.03
0.03
Hydrocarbons flared
Operational control
thousand
tonnes
182
203
201
339
414
396
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group performance
Equinor 2023 Integrated Annual Report
 
119
Upstream flaring
intensity
Operational control
tonnes of
hydrocarbons
flared per 1000
tonnes of
hydrocarbon
produced
0.8
0.7
0.9
1.7
2.5
2.4
Routine flaring (share of
total)
Operational control
%
4
3
14
31
27
21
 
Performance evaluation
 
For Equinor’s decarbonisation and transition ambitions, 2023 was a year of execution
 
and capacity building against a backdrop of
continuing energy security concerns and new market challenges. Our 2023 performance on operated
 
scope 1+2 emissions reductions
and net carbon intensity (NCI) was in line with expectations. Our year-over-year performance underlines the effects of market
fluctuations, operational factors and project schedules on individual metrics, as well as the need
 
to maintain a multiyear perspective to
see the effects of decarbonisation and transition investments.
2023 saw a significant increase in the power generated from our renewable portfolio as well as
 
substantial additions to our portfolio
pipelines in renewables and CCS. As deployment of renewable and CCS accelerates in the
 
coming years, we expect to see greater
progress in NCI reductions, with the majority of progress towards the 20% reduction
 
ambition in 2030 expected in the second half of
this decade. As a leading indicator, capital allocation is the metric that showed the most progress in 2023 as we increased
 
the share
of gross capex* to renewables and low carbon solutions, from 14% in 2022 to 20% in 2023.
We remain committed on delivering on the ambitions in our Energy transition plan. Meeting the 2030 and 2035 NCI
 
ambitions will put
us well ahead of society’s progress towards net zero in 2050. Equinor’s ability to deliver on its
 
transition ambitions and its net 2050
ambition will continue to be dependent on enabling policy and regulatory frameworks. It will
 
also require continued engagement with
suppliers and peers. In both of these areas, we saw positive progress in 2023. Our participation
 
in the CDP Supply Chain module
gave use a higher level of granularity into supplier emissions plans and performance while
 
our new climate expectations to suppliers
send an important signal that we will use our influence as a customer to drive decarbonisation through
 
the value chain. We are proud
to have engaged in several initiatives in 2023 to help the broader industry efforts towards decarbonisation,
 
including through our
participation in the Oil and Gas Decarbonisation Charter, our contribution to the World Bank Global Flaring and Methane Reduction
fund and our ongoing work with peers and partners through bilateral engagement and through
 
industry associations.
 
2.3 Fuelling innovation
Building on our strong technological legacy, we are developing technologies to deliver reliable energy
and realise our ambitions in the Energy transition plan towards net
 
zero by 2050.
One of our strategic ambitions is to transform through technology. Building on our strong technological legacy, we are stepping up on
innovation. In 2023 we invested more than USD 650 million
9
 
in R&D including digitalisation efforts. The TDI business area is working
closely together with the other BAs to solve the most important challenges to reach our
 
ambitions. By combining partnerships,
competence, data, technology and by fully utilising the opportunities within AI, we aim to secure longevity
 
and competitiveness in our
oil and gas portfolio as well as unlock new business opportunities in the energy transition.
In our Energy transition plan, we set out to allocate 40% of our R&D funding to low carbon and renewable
 
technologies by 2025. Two
years ahead of target, we achieved this ambition level in 2023.
Equinor is deepening its external technology collaboration in several dimensions. The main ambition for
 
the academia agreements is
to develop capabilities that are needed to succeed in both current and new business. We are collaborating extensively
 
with research
facilities and suppliers in Norway and internationally to accelerate innovation. We are also exploring how technology ecosystems,
where industrial players are collaborating with start-ups and research facilities, can contribute to solving the
 
big challenges the energy
transition brings.
Biodiversity is a topic with special focus across the research portfolio. Equinor collaborates and
 
co-innovates with international
academic institutions and consultancies to ensure trustworthy and acknowledged results. A few examples of our
 
work in this space
9
Research and digital investments included.
 
Group performance
Equinor 2023 Integrated Annual Report
 
120
include enhancing understanding of potential impacts of our activities on seabirds and migratory birds and
 
utilising new infrastructure
such as drones, surveillance cameras etc. to document and disclose impacts on nature.
In the following sections, we summarise some of the key technologies that we are developing
 
to deliver reliable energy, deliver on our
ambitions in the Energy transition plan and finally reach net zero by 2050. A significant
 
share of the technologies and competence that
are developed for oil and gas can be reused for renewable, low carbon solutions and other
 
new possible future business
opportunities.
Oil and Gas
To unlock the total potential in our oil and gas portfolio we are combining data, new technology and competence. Over the last two
years we have invested USD 200 million in new high-quality exploration seismic data with technologies
 
like Ocean bottom and
Topseis on the NCS, representing a step change in image quality. To
 
significantly increase insight and processing speed we have
developed AI based technologies using deep learning algorithms which recognise complex
 
patterns in pictures, sound waves, and
other data sets. By combining new technologies with our industry leading subsurface competence,
 
we are identifying opportunities in
mature areas that we were not able to see before. An example of this is the Troll area where 500 million new
 
boe were proven with a
significant upside potential. This is equivalent to a full year of NCS equity production.
To secure competitiveness across the portfolio, we are constantly seeking improvements through technology in safety, emission
reduction, value generation and cost. Some examples of such improvements from 2023 include:
By using drones for inspection in confined spaces, we reduced human exposure to hazardous
 
components. Also, robots are used for
observation and cleaning operations on drilling deck to avoid humans in red zone.
In 2019 we opened our Integrated Operation Centre (IOC) in Bergen. IOC is monitoring
 
a huge amount of data from our offshore
operations to optimise production and improve decisions through AI. The value created from
 
increased production and reduced CO
2
emissions was more than USD 2 billion in 2023 (100%).
Using AI-based predictive maintenance to reduce unplanned downtime is one area where we have already
 
seen large savings. One
recent example is from the Kårstø processing plant where a machine learning algorithm
 
picked up early signals of a turbine failing.
The savings from this alone are estimated to be USD 30 million. We are widely implementing predictive maintenance
 
across our entire
portfolio.
Offshore wind
In 2023 we made several technological achievements within offshore wind. Our focus areas in the
 
offshore wind research are
improved early phase assessments, high quality metocean and wind modelling, improved hydrodynamics
 
and marine concepts for
offshore wind farms. Environmental site characterisation for safe and cost-efficient design and operation of offshore wind farms is key.
We are utilising our world class competence on marine biology and weather/wake models for wind farm planning
 
and layout.
Building on our experience from the Integrated Operation Centre we are introducing new technology
 
for operation and maintenance at
the Dogger Bank windfarm. We have developed digital solutions, that in combination with sensor data
 
and machine learning
algorithms, give us a unique operating system that can expand the lifetime of our wind turbines.
 
These solutions are currently not
available in the industry. This has extended the expected lifetime of the project from 25 to 35 years, allowing us to increase revenues
from the merchant period, reduce operational costs and increase efficiency. We intend to scale these solutions to the entire wind
portfolio.
We are using our offshore wind farms like Hywind Tampen, the world’s largest floating wind farm, to increase knowledge of possible
environmental impact and how these can be mitigated.
Hydrogen and Ammonia
Equinor's research portfolio includes several projects addressing the safety, governance and potential environmental effects of
Hydrogen and Ammonia. Minimising and monitoring hydrogen leakages is vital for sustainable hydrogen deployment.
 
Equinor has
initiated projects aimed at detection and quantification of hydrogen emissions, as well as the development
 
of sensors and
measurement procedures for fugitive hydrogen emissions.
Ammonia, a low carbon maritime fuel, has significant potential and we are participating in a pilot
 
to demonstrate an ammonia-power
combustion engine, combined with an ammonia-powered fuel cell. The pilot combines EU funding
 
through the EU ShipFC project and
ENOVA funding through the APOLLO project. The pilot is a platform supply vessel “Viking Energy”, owned and operated by Eidesvik
Offshore ASA and contracted to Equinor. Ammonia bunkering solutions will also be tested.
 
Group performance
Equinor 2023 Integrated Annual Report
 
121
To realise the hydrogen value chain, large scale hydrogen storage in salt caverns may be an important enabler. Equinor has
conducted technology assessments and established a roadmap for hydrogen salt cavern qualification which
 
includes participation in
external pilot projects including the EU-funded Hypster project.
Carbon Capture and Storage (CCS)
We have 27 years of experience from CCS on the NCS and our subsurface and drilling capabilities are
 
crucial for de-risking and
developing CO
2
 
storage sites. Our experience in developing complex large offshore infrastructure, our pipeline operational capabilities
and high-end technology capabilities like multiphase flow gives us a great starting point to develop
 
next generation gas infrastructure
– CO
2
 
and H
2
.
The research projects address the entire CCS value chain to mature, cost-efficient technology solutions within CO
2
 
capture, transport,
and subsurface storage. To ensure safety and sustainability it is key to understand CO
2
 
behaviour and appropriately monitor CO
2
 
in
the subsurface.
Equinor has 22% ownership in Test Center Mongstad (TCM), the world's largest test center for CO
2
 
capture. Since its inception in
2012, almost all key global carbon capture companies have tested and developed technologies
 
here. In 2023 we signed an
agreement to continue operations of TCM for 2 more years.
In 2023 we started implementing AI algorithms for automatic seismic fault interpretation, which
 
are aimed at improving precision and
speed of fault interpretation for both oil and gas and within CCS. For CCS this is
 
highly important as accurate and efficient mapping of
potential CO
2
 
leakage routes along faults are vital for identification of safe, long-term CO
2
 
sequestration sites.
Venture opportunities
Equinor Ventures is Equinor's corporate venture capital arm investing in innovative scalable companies and developing relationships
to accelerate the energy transition. We believe that the innovation, creativity and agility of startups
 
in collaboration with industrial
players like Equinor can drive change towards a low-carbon future. More than 70% of our venture
 
capital and more than 90% of new
investments are allocated to renewables, low-carbon solutions and future opportunities.
Last year we entered a strategic partnership with Captura to develop an industrial scale
 
solution to remove CO
2
 
from the ocean. We
will pilot Captura’s Direct Ocean Capture (DOC) technology at the Kårstø processing plants where we re-use the
 
seawater used for
cooling the processing plant. The captured CO
2
 
is planned for the commissioning of the Northern Lights facilities. This pilot is an
important step towards commerciality for DOC.
The second example is our partnership with Lithium de France (ldF), a start-up aiming to extract
 
lithium and heat from brines. Equinor
and LdF have a strategic collaboration agreement which includes a wide range of topics
 
related to lithium extractions from brines and
where Equinor’s core competence like subsurface is relevant. We are currently testing Direct
 
Lithium Extraction (DLE) technologies at
Equinor’s research center in Trondheim. The DLE technologies could pave the way for new types
 
of lithium resources with a lower
environmental footprint than current extraction methods.
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
122
Reporting
 
segment
 
performance
3.1
3.2
3.3
3.4
3.5
3.6
Our reporting segment
s
E
xploration
&
 
P
roduction Norway
Exploration & Production
 
International
Exploration & Production
 
USA
Marketing,
M
idstream and
P
rocessing
Renewables
Other group
 
 
exhibit154p123i0 exhibit154p123i2 exhibit154p123i1
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
123
Reporting segment performance
Our reporting segments
Equinor’s operations are organised into business areas and followed up through
 
operating
segments in order to effectively manage and execute our strategy, including the ability to
measure the progress of the business against its strategic goals
 
exhibit154p124i0
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
124
3.1 Exploration & Production Norway
The Exploration & Production Norway (E&P Norway) segment covers exploration, field development,
 
production, and operations on
the Norwegian continental shelf (NCS), which includes the North Sea, the Norwegian Sea,
 
and the Barents Sea. Equinor holds
202
operated licences and is partner in
82
 
licences across the NCS.
After more than 50 years of operation, Equinor’s equity production from the NCS
 
remains high, at around 1,374 mboe per day
generated from
46
 
fields operated by Equinor and
7
 
fields operated by partners. E&P Norway’s net operating income exceeded USD
29 billion in 2023.
1) Producing over 2mboe/d
Equinor has a strong belief in the longevity of the NCS and expects substantial value
 
creation for decades to come. The production
from NCS strengthens the energy security in Europe and is a key enabler in realising Equinor’s
 
strategy.
Exploration activity
 
resulted in 12 commercial discoveries in 2023 all of which were made close to existing
 
infrastructure, in line with
the exploration strategy. Approximately 80% of the wells each year are focused on infrastructure led exploration, while the remaining
20% test new ideas or new plays. Exploration activity was carried out in 28 wells with 26 wells
 
completed in 2023, including 7
sidetracks, compared to activity in 22 wells with 19 wells completed in 2022.
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
125
E&P Norway has a
 
project pipeline
 
of over 20 sanctioned projects where the largest projects are:
●
 
Johan Castberg (Equinor 50%, operator),
 
a subsea field development connected to the Johan Castberg FPSO currently
under construction, with scheduled start-up in the fourth quarter of 2024.
 
●
 
Irpa (Equinor 51%, operator), a tie-in project to Asta Hansteen with planned start-up in 2026.
●
 
Halten East (Equinor 57.7%, operator), a tie-in project to Åsgard with scheduled start-up in 2025.
●
 
Snøhvit Future project (Equinor 36.79%, operator), which cuts emissions and extends the life of
 
the Snøhvit field. Scope
covering onshore gas compression has scheduled start-up in 2028.
Carbon reduction ambitions:
E&P Norway’s ambition is to reduce the CO
2
 
emissions from operated fields by 50% by 2030, 70% by 2040, and be close to net
 
zero
by 2050 (when compared to 2005 levels). E&P Norway aims to achieve these targets
 
through energy efficiency (20%), consolidation
(20%) and electrification of long-lived production hosts (60%).
E&P Norway has adopted a plan backed by concrete actions and has sanctioned two thirds of the
 
projects needed to reach the 2030
ambition while the remaining projects are being further matured.
Ongoing projects to electrify Sleipner, Troll B and Troll C (scheduled start-up in 2024), Oseberg (scheduled start-up in 2026), Njord
(scheduled start-up in 2027), and Snøhvit Melkøya (scheduled start-up in 2030) are expected
 
to contribute further to reducing the
carbon footprint.
Electrification on the Norwegian continental shelf will reduce emissions in Norway. Offshore, the energy efficiency of power production
is only about 25-35%, whereas in Europe, efficiency is about 60% if used in a gas-fired power
 
plant, and close to 100% when used for
heating and industry. Replacing gas turbines, either completely, or partially,
 
with electric power therefore provides increased energy
efficiency and thus climate benefits.
Highlights for carbon reduction in 2023 include:
●
 
Hywind Tampen, offshore wind farm supplying power to Snorre and Gullfaks field was officially opened in August 2023.
●
 
Gina Krog started receiving power from shore in September 2023.
Key events
●
 
January: 26 new licences awarded in January 2023
●
 
February: PDO approved for
Halten East
●
 
March: Divested 28% equity share in the
Statfjord
 
field to OKEA.
●
 
March: Acquired equity interest in five discoveries in the Troll, Fram and Kvitebjørn area from Wellesley Petroleum AS
●
 
April: The
Bauge
 
field started production
●
 
May: The
Njord
 
field officially reopened
●
 
May:
Johan Sverdrup
 
produces at increased plateau
●
 
June: PDO approved for
Irpa
and
Verdande
●
 
August: The floating wind farm
Hywind Tampen
 
officially opened
●
 
August: The
Statfjord East
 
Gas lift project started production six months ahead of schedule
 
●
 
September: Replaced
Åsgard
 
subsea gas compression
●
 
September: PDO submitted for the
Eirin
gas field
 
●
 
September:
Gina Krog
 
started receiving electricity from shore
●
 
October:
Breidablikk
began production, four months ahead of schedule
●
 
December: Equinor entered into an agreement to acquire Shell’s equity in and operatorship in the
Linnorm
 
discovery in the
Norwegian sea
●
 
January 2024: PDO for the
Eirin
gas field approved
●
 
January 2024: 39 new licences awarded in January 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
126
Strategic progress
Transform the NCS to deliver sustained value for decades
Realising the potential of the NCS
Delivering on CO
2
 
ambitions
From an oil and gas province to a
broad energy province
Equinor expects to continue to add
profitable barrels from the NCS towards
2035. With a robust project portfolio in the
execution phase and a valuable non-
sanctioned portfolio, field development
activity is expected to remain high on the
NCS. In addition, a large remaining
potential from improved recovery and
exploration could be realised through new
technologies. Overall, E&P Norway’s
ambition is to deliver 20-30 exploration
wells and 50-70 improved recovery wells
each year. This would result in at least
125 wells every year, including project
wells.
In 2023, E&P Norway was awarded 26
new production licences, and 12
discoveries were made close to existing
infrastructure.
The CO2 abatement portfolio is
progressing towards the ambition of a
50% emissions reduction from operations
in Norway by 2030, through electrification,
consolidation, and improved energy
efficiency on the existing installations. In
2023 approvals were received for Njord
Electrification and the Snøhvit Future
Project. The Gina Krog platform was
electrified and connected to the Utsira
High power grid in September. In August
the Hywind Tampen floating offshore wind
farm was officially opened, and it is
delivering 35% of Snorre and the Gullfaks
fields total energy needs.
Norway Energy Hub, Equinor's industrial
plan to transform the NCS into a broad
energy province led by E&P Norway, saw
good progress. Equinor and RWE signed
a collaboration agreement to develop low-
carbon energy solutions with a focus on
establishing an energy partnership
between Germany and Norway.
Equinor applied for new CO
2
 
storage
acreage during the year, and matured
Smeaheia CO
2
 
storage project further.
The Norwegian government also
announced two processes for awarding
offshore wind acreage on competitive
terms. Equinor is seeking to participate in
both. The first is announced to be held by
the Government in March 2024. Further
licence rounds from the authorities are
expected in 2025. Equinor continues to
support further development of CCS,
offshore wind, and hydrogen in Norway as
part of this industrial plan.
Exploratory wells drilled
1)
 
For the year ended 31 December
2023
2022
2021
North Sea
Equinor operated
12
6
10
Partner operated
9
3
2
Norwegian Sea
Equinor operated
3
4
2
Partner operated
1
4
0
Barents Sea
Equinor operated
0
2
2
Partner operated
1
0
2
Total (gross)
26
19
18
1) Wells completed during the year, including appraisals of
earlier discoveries.
 
exhibit154p127i1 exhibit154p127i0
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
127
Performance review
Operational performance
In 2023, E&P Norway delivered solid production throughout the year, continuing to be a reliable energy provider to Europe. The
 
NCS
remains a globally competitive oil and gas province with significant high value resources that can be developed
 
and produced with a
low carbon footprint enabled by world-class infrastructure.
Total production from the NCS in 2023 was on par with the production in 2022, with a strong close to the year compensating for
operational challenges in second and third quarter. In total for 2023, liquids production increased by 7% and gas production
decreased by 7% - delivering a total production of 1,374 mboe per day compared to 1,387 mboe
 
per day in 2022. The decrease in gas
production was mainly caused by natural decline and unplanned turnaround extensions on several gas
 
fields, including Troll and
Aasta Hansteen. The liquids production benefitted from Johan Sverdrup phase 2 coming on stream
 
and increased full field capacity, in
addition to the startup of Breidablikk and re-start of production from Njord, Hyme and Bauge.
 
Over time, the volumes lifted and sold will equal entitlement production, but may be higher or lower
 
in any period due to differences
between the capacities and timing of the vessels lifting the volumes and the actual
 
entitlement production during the period.
In 2023, the Troll field produced an amount of
gas equivalent to 26% of E&P Norway's total
gas production on the NCS.
In 2023, Johan Sverdrup achieved a production
efficiency of 96%.
After 6 weeks of ramp-up, Breidablikk already
produced 20 mboe/d.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
128
E&P Norway - Financial information
For the year ended 31 December
(in USD million)
2023
2022
Change
Total revenues and other income
38,340
75,930
(50%)
Operating, selling, general and administrative expenses
(3,759)
(3,782)
(1%)
Depreciation, amortisation and net impairment losses
(5,017)
(4,167)
20%
Exploration expenses
(476)
(366)
30%
Net operating income/(loss)
29,087
67,614
(57%)
Adjusted earnings*
29,577
66,260
(55%)
Additions to PP&E, intangibles and equity accounted
 
investments
5,939
4,922
21%
Organic capex*
5,383
4,848
11%
For the year ended 31 December
Operational information
2023
2022
Change
E&P Norway entitlement liquid and gas production
 
(mboe/day)
1,374
1,387
(1%)
E&P Norway entitlement liquids production (mboe/day)
645
605
7%
E&P Norway entitlement gas production (mboe/day)
729
782
(7%)
Average liquids price (USD/bbl)
78.6
97.5
(19%)
Average internal gas price (USD/MMBtu)
12.20
31.22
(61%)
Financial performance
Equinor revenues continued to remain strong for 2023 with production on par with 2022, even though
 
lower prices for gas and liquids
during the year led to a decrease in net operating income and revenues compared to 2022. Other
 
income was impacted by gain from
sale of ownership shares, with USD 222 million in 2023 for the Statfjord area compared
 
to USD 730 million for Martin Linge and
Ekofisk in 2022. In addition, other income in 2022 included a significant positive effect on embedded derivatives from higher short
term gas prices.
Increased operation and maintenance costs, as well as environmental expenses led to increased
 
operating, selling, general and
administrative expenses from 2022 to 2023. The development in interest rates and increased cost
 
estimates impacted the Gassled
removal cost negatively, when comparing 2023 to 2022. In contrast, falling energy prices, led to decreased transportation and
electricity cost partially offsetting the increases. Exchange rate development in the NOK/USD during the year 2023
 
offset the cost
increases and their visibility in the reported numbers.
The NOK/USD exchange rate development in the year and the sale of ownership shares
 
in Martin Linge and Ekofisk in 2022 reduced
depreciation, amortisation and net impairment losses in 2023. However, depreciation, amortisation and net impairment losses were
negatively impacted by a USD 588 million impairment of a North Sea asset in 2023
as opposed to net impairment reversals of USD
819 million in 2022 driving an overall increase year-on-year.
Increased exploration drilling activity levels (28 wells this year compared to 22 wells last year) and increased
 
seismic and field
development led to an increase in exploration expenses in 2023 compared to 2022. An increased
 
capitalisation rate partially offset the
increase.
During 2023, organic capex* and additions to PP&E, intangibles and equity accounted investments
 
increased mainly due to increased
activity in the sanctioned projects portfolio both for Equinor-
 
and partner operated projects. Decreased investments on the Johan
Sverdrup field following completion of phase 2 partially offset this.
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
129
Sustainability performance
E&P Norway
Performance
Performance indicator
2023
2022
Serious Incident Frequency (SIF) (number per
million hours worked)
0.4
0.5
Upstream CO2 intensity,
 
Scope 1 (kg CO2/boe)
6.4
6.6
Monitoring indicator
Total
 
Recordable Injury Frequency (TRIF)
(number per million hours worked)
3.4
3.8
SIF for E&P Norway improved in 2023 compared to the prior year. Although there was a slight increase in the number of
 
actual
incidents compared to the previous year, the reduction in the number of incidents with serious potential, especially those associated
with falling objects, offset this increase. TRIF also improved compared to 2022. However, there are still too many personnel injuries.
Throughout the year, reinforcement measures in the "I am Safety Roadmap" were carried out systematically. Measures related to
increased attention on observations, reporting, and actions to prevent falling objects positively influenced
 
the number of falling objects.
Increased attention to quality in compliance and leadership conversation, and pre-job briefings
 
on site also contributed positively to
identifying and managing risks in the execution of work.
The reduction in the upstream CO
2
 
intensity is primarily attributable to Johan Sverdrup being fully electrified and producing at
increased plateau. These gains were partially offset by turnarounds on the Troll fields, declining production at Martin Linge and startup
of production on Njord.
 
CO
2
capture and storage (CCS) is important for E&P Norway’s sustainability performance. Emissions of more than
 
700 Ktonnes CO
2
were avoided in 2023 due to CCS at the Sleipner and Snøhvit fields. Through energy
 
management, E&P Norway is making continuous
efforts to improve energy efficiency of its operations. In 2023, more than 60 energy efficiency measures were implemented with the
potential to reduce around 200 Ktonnes of CO
2
.
As a response to Equinor’s biodiversity position, site-specific inventories (SSI) of important
 
biodiversity features were established for
all facilities on the NCS in 2023. The SSI also included identification of possible pressures from
 
site activities and an assessment of
how the pressures were managed.
 
exhibit154p130i0
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
130
3.2 Exploration & Production International
The Exploration & Production International (E&P International) reporting segment covers exploration,
 
development and production of
oil and gas outside the NCS and the US.
E&P International was present in 12 countries and had production in 10 countries in 2023
 
producing at around 345 mboe per day,
from the combination of five operated assets and 16 partner operated assets. This accounted
 
for around 17% of Equinor’s total equity
production of oil and gas in 2023, compared to 16% in 2022. E&P International reported a net
 
operating income of USD 2.3 billion in
2023.
Equinor believes that continued development within well-established areas of the international portfolio will realise
 
high value potential
for the future.
Exploration activity
: In 2023, four onshore appraisal wells in Argentina were completed by the operator YPF
 
in Bajo del Toro license
in Vaca Muerta, including test production. Eight exploration licences were awarded in the year with four in the UK, three in Angola and
one in Brazil.
A strong
project pipeline
 
in core countries:
Brazil
●
 
Bacalhau (Equinor 40%, operator) is being developed with subsea wells tied back to an FPSO, with first oil
 
scheduled for
2025. A second phase of the Bacalhau field development is being considered to fully
 
exploit the value potential.
●
 
Raia (Equinor 35%, operator) includes both oil and gas discoveries and will be developed
 
with a new FPSO, with start-up
expected in 2028. Raia represents one of the main gas projects in the country, playing a key role in the further development
of the Brazilian gas market
.
 
UK
●
 
The Rosebank field (Equinor 80%, operator) will be developed with subsea wells tied back to
 
a redeployed FPSO, with start-
up planned in 2026-2027
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
131
Committing to low carbon ambitions
In 2023, E&P International continued to implement measures to deliver on its climate
 
ambitions and worked closely with partners to
drive CO
2
and methane reductions in both operated and non-operated assets.
Peregrino in Brazil started importing gas to power turbines at the Peregrino C platform
10
 
and switched from diesel to fuel gas at the
FPSO. When completed, this is expected to avoid 100kt per year of CO
2
 
emissions. In addition, a vent gas recovery unit was
commissioned. This is expected to eliminate E&P International’s single biggest source of methane emissions.
Mariner in the UK is systematically implementing opportunities identified as part of the Emissions
 
Reduction Action Plan (ERAP).
Three of the prioritised projects include flare bypass tie-ins, use of biodiesel, and optimising crude
 
pump controls, which are expected
to deliver emissions reductions of up to approximately 125kt CO
2
e over the field life
Key Events
●
 
March: Equinor signed an agreement to acquire
Suncor Energy UK Limited
●
 
March: Sale of
Corrib
 
was completed
●
 
May: Final investment decision to develop the
Raia
 
project (Formerly
BM-C-33
)
 
●
 
June:
Suncor Energy UK Limited
transaction closed
 
●
 
September: Final investment decision to progress Phase 1 of the
Rosebank
 
field
●
 
September: Declaration of Commerciality and Plans for Development was submitted for the
Raia
concession
●
 
November: Agreement was reached to sell Equinor’s
Nigerian
 
business to Chappal Energies
●
 
December: Equinor signed an agreement with State Oil Company of Azerbaijan Republic
 
(SOCAR) for the sale of its
business in
Azerbaijan
10
 
The Peregrino gas import is expected to be offline for 2024 due to pipeline repairs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
132
Strategic progress
Strengthening the current positions
Focusing and deepening
Decarbonising the portfolio and improving sustainability
performance
In 2023, E&P International executed on its strategy by deepening
its portfolio in the UK through the acquisition of Suncor Energy
UK Limited. Progress was made in core areas of the operated
project portfolio by approving the final investments for the
Rosebank project in the UK and the Raia project in Brazil.
Additionally, E&P International took steps to focus its portfolio by
signing an agreement to sell the business in Nigeria to Chappal
Energies and by agreeing to sell all interests in assets in
Azerbaijan to SOCAR.
Going forward, E&P International seeks to work systematically to
improve the robustness of the portfolio. This is expected to
improve the ability to deliver positive cash flow year-on-year. E&P
International continues to, in collaboration with partners and key
stakeholders, mature the unsanctioned projects such as Bay du
Nord and Tanzania LNG with the aim to improve value and
resilience to low prices. Exploration will primarily be focused on
lower-risk opportunities in areas with existing activities and where
existing infrastructure can be leveraged.
Decarbonising and improving the sustainability performance of
the portfolio remains a top priority to ensure competitiveness
through the energy transition. E&P International has increased
decarbonisation efforts in existing assets, and new production is
designed for lower emission intensity. Mariner’s Emissions
Reduction Action Plan was submitted to the authorities in 2023
and implementation is in progress. All new development projects
have been designed for lower emissions to support delivery of
Equinor’s Energy transition plan. Rosebank is going to be
designed for electrification from shore and the projects in Brazil
will use combined-cycle gas turbines and closed flare system.
E&P International is also focusing on (i) increasing voluntary
social investments in both core and other countries, along the
‘resilient host communities’ dimension in the just transition
framework and (ii) 'identifying key biodiversity features associated
with projects through site-specific inventories to enable
biodiversity preservation.
 
Exploratory wells
drilled
1)
 
For the year ended 31 December
2023
2022
2021
Americas (excluding US)
Equinor operated
0
3
0
Partner operated
4
7
2
Africa
Equinor operated
0
0
0
Partner operated
0
2
0
Other regions
Equinor operated
0
0
1
Partner operated
0
0
0
Total (gross)
4
12
3
1) Wells completed during the year, including appraisals of
earlier discoveries.
 
 
 
 
 
 
 
 
exhibit154p133i0 exhibit154p133i1
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
133
Performance review
Operational performance
In 2023, E&P International achieved consistent growth in production throughout the year, with an increase of 17 mboe per day
compared to 2022. Liquid volumes increased by 8%, while gas volumes decreased by 13%, compared
 
to 2022. The main contributor
to the growth in liquid production was the Peregrino field which had a full year of
 
production in 2023 following resumption of production
in the second half of 2022 and phase 2 start-up in October 2022. Additionally, the Buzzard field in the UK contributed positively to the
growth following the Suncor Energy UK Limited acquisition in July 2023. The decrease in gas volumes
 
is mainly due to the divestment
of the Corrib field in Ireland.
The decreased effect from production sharing agreements (PSA) in 2023 compared to 2022 was mainly caused by lower
 
oil and gas
prices, in combination with a decrease in production from several fields with PSAs.
Peregrino is producing at plateau and is expected to
continue maintaining this level of production in the
coming years.
1)
 
51% of E&P International production in 2023 was from
Africa.
2)
 
E&P International's newly acquired equity shares of
Buzzard increased the average production in the UK by
15 mboe/d from mid-year 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
134
E&P International - Financial information
For the year ended 31 December
(in USD million)
2023
2022
Change
Total revenues and other income
7,032
7,431
(5%)
Purchases [net of inventory]
(70)
(116)
(40%)
Operating, selling, general and administrative expenses
(2,176)
(1,698)
28%
Depreciation, amortisation and net impairment losses
(2,433)
(1,731)
41%
Exploration expenses
(20)
(638)
(97%)
Net operating income/(loss)
2,332
3,248
(28%)
Adjusted earnings*
2,863
3,806
(25%)
Additions to PP&E, intangibles and equity accounted
 
investments
4,376
2,623
67%
Organic capex*
2,553
1,864
37%
For the year ended 31 December
Operational information
2023
2022
Change
E&P International equity liquid and gas production
 
(mboe/day)
345
328
5%
E&P International entitlement liquid and gas production
 
(mboe/day)
266
235
13%
Production sharing agreements (PSA) effects (mboe/d)
79
94
(15%)
Average liquids price (USD/bbl)
72.6
92.0
(21%)
Financial performance
 
The growth in entitlement production across E&P international contributed to strong financial results,
 
despite the impact of lower prices
in 2023. The decrease in operating income and revenues was mainly due to the reduction
 
in liquid commodity prices, as liquids
constitute 90% of E&P International’s entitlement production. The sharp decline in gas prices further contributed
 
to the decrease in
revenues.
Increased operation and maintenance expenses associated with turnarounds across various fields
 
led to increased operating
expenses from 2022 to 2023. Increased royalties and production fees linked to increased
 
production at the Peregrino field also
contributed to the overall rise in costs. This was partially offset by decreased royalties at Roncador due to lower prices in
 
2023.
The inclusion of Buzzard following the Suncor Energy UK Limited acquisition, increased production from Peregrino
 
in Brazil and
Bandurria Sur in Argentina, in addition to several new investments in producing
 
fields resulted in an overall increase in depreciation
from 2022 to 2023.
Net impairment related to property, plant, and equipment increased from USD 286 million in 2022 to USD 310 million in 2023. In 2023,
the impairment was mainly related to the planned exit from Azerbaijan. In 2022, the
 
main contributors were impairments related to
Equinor’s exit from Russia, partially offset by an impairment reversal of an asset in the Europe
 
and Asia area, supported by a slight
increase in reserves estimates.
Well costs related to Karabagh in Azerbaijan, and drilling costs in Canada expensed in 2022 were the
 
main drivers for the reduction in
exploration expenses from 2022 to 2023. The capitalisation of previously expensed exploration wells
 
in Brazil also positively impacted
the 2023 numbers.
The main driver for increased organic capex* from 2022 to 2023 is the development project Raia in Brazil,
 
following the final
investment decision in May 2023. In addition, increased activity from Argentina and the final investment
 
decision for the Rosebank
project in the UK, added to the increase.
The Suncor Energy UK Limited acquisition in 2023 further influenced the movement in
 
the
additions to PP&E, intangibles and equity accounted investments.
 
 
 
 
 
 
 
 
 
 
 
 
 
exhibit154p135i0
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
135
Sustainability performance
E&P International
 
Performance
Performance indicator
2023
2022
Serious Incident Frequency (SIF)
(number per million hours worked)
 
11
0.9
0.4
Upstream CO2 intensity,
 
Scope 1 (kg
CO2/boe)
14
18
Monitoring indicator
Total
 
Recordable Injury Frequency
(TRIF) (number per million hours
worked)
 
1
3.0
2.5
E&P International’s SIF increased in 2023. Of the eight recorded serious incidents (SI), two of the incidents had major
 
accident
potential, as described in section 2.2. Safe and secure operations. Five of the SIs
 
happened in Brazil, one in Argentina, one in the US
and one in UK. These incidents were thoroughly investigated in order to learn and improve. Continuous
 
work is ongoing to prevent
similar incidents in the future.
TRIF increased in 2023. Of the 27 recordable injuries, 20 happened in Brazil, four in
 
UK, two in the US, and one in Argentina. This
roughly corresponds to the distribution of manhours recorded by the different business clusters.
In 2023, E&P International continued to work diligently to improve its overall safety performance, in
 
line with the I am Safety Roadmap.
Key focus areas included Major Accident Prevention, proactive and visible safety leadership, collaboration with
 
suppliers and partners,
as well as the implementation of digital observation cards. While the results of 2023 do
 
not reflect these, E&P International firmly
11
 
E&P International’s safety indicators include also E&P USA, due to low manhours reported in USA
 
operations
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
136
believes that consistently applying safety practices, protocols, and reporting routines to learn
 
from incidents will strengthen the safety
performance over time. E&P International remains committed to the aspiration of zero harm, and
 
this is reflected in the regular safety
trainings, focus on human and organisational principles as well as assurance activities, and the
 
belief that all accidents are
preventable.
E&P International has a strong focus on reducing GHG emissions. For Equinor-operated licences this means
 
continually identifying,
prioritising, and executing measures to reduce emissions. For partner-operated assets and joint-operated
 
entities this means
supporting partners, operators, and relevant stakeholders to improve detection, reporting and forecasting
 
of GHG emissions; to
identify the most effective opportunities to reduce emissions; and supporting implementation of these. CO
2
 
intensity of Equinor-
operated assets forms a performance indicator both at E&P International and business cluster level, and in
 
2023 it decreased for E&P
International following the return of the Peregrino field to full production.
Environmental performance is based around avoiding harm, with a performance indicator relating
 
to accidental spills. In order to better
understand opportunities for protecting and enhancing nature, in 2023 site-specific inventories for biodiversity
 
were completed for
Equinor-operated assets.
 
 
 
exhibit154p137i0
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
137
3.3 Exploration & Production USA
The Exploration & Production USA (E&P USA) reporting segment covers exploration,
 
development and production of oil and gas in
the US. E&P USA is the 5th largest producer of oil & gas in the US Gulf of Mexico
 
and the US onshore operations are Equinor’s
largest international production outside Norway.
E&P USA produced around 363 mboe per day, from the combination of two operated assets and 11 partner operated assets. The
production accounted for 17% of Equinor’s total equity production of oil and gas in
 
2023, compared to 16% in 2022. E&P USA
reported a net operating income of USD 1,353 million for 2023.
Equinor has continued shaping the US oil and gas portfolio, focusing activity in areas with high
 
value potential while maintaining a low
operational CO
2
 
footprint.
Exploration activity
: Equinor is one of the most active exploration companies in the Gulf of Mexico, with more
 
than 100 exploration
leases in its portfolio including multiple prospects and leads. In 2023, E&P USA added leases
 
to the portfolio of opportunities in the
Gulf of Mexico. Equinor continues to evaluate these prospects and mature the opportunities in the
 
Gulf of Mexico. In 2023, E&P USA
participated in drilling activity for five exploration prospects in the area. One prospect was
 
determined to be a discovery while the
remaining four prospects were dry or non-commercial.
Strong project pipeline:
Vito platform (Equinor 36.89%, non-operated) was brought online in 2023 and reached plateau production
 
during the year.
Development will continue by drilling additional production wells.
Sparta (Equinor 49%, non-operated) development was sanctioned at the end of 2023, which will include
 
eight production wells tied
back to a semi-submersible floating production unit. The Sparta development will utilise 20k
 
technology and have a designed capacity
of 100,000 boe per day at peak and is expected to start production in 2028.
Along with the development of Sparta, E&P USA continues to look for opportunities to
 
add value through exploration and expansion
opportunities to existing infrastructure.
Committing to low carbon ambitions
The US assets, onshore and offshore, have some of the lowest carbon intensities within the Equinor international
 
portfolio and E&P
USA remains committed to working with partners to maintain this.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
138
Key Events 2023
●
 
February: Vito in the US Gulf of Mexico on stream
●
 
December: Sanction of Sparta field
 
Strategic progress
 
Focusing and deepening
Decarbonising the portfolio and improving sustainability
In 2023, E&P USA continued to deepen its portfolio in line with
the overall E&P International strategy. Production started at the
Vito field reaching plateau production during the year. The
development of the Sparta project, a Paleogene subsalt
discovery in the Garden Banks area, was sanctioned. With these
developments E&P USA continues to strengthen its presence in
the US Gulf of Mexico.
Through the investments in onshore gas assets in the Appalachia
Basin, E&P USA continued to deliver valuable and low-carbon
gas production. Throughout 2023, E&P USA participated in the
drilling and completion of 162 wells in the states of Pennsylvania,
West Virginia, and Ohio.
 
The US assets, onshore and offshore, have among the lowest
carbon intensities within the Equinor international portfolio. E&P
USA is still working to reduce CO
2
and methane emissions where
it is possible. On Appalachian Basin, a vapour recovery unit at
the Eisenbarth well pad was installed in 2023, and work was
started to replace natural gas with nitrogen for valve actuation.
E&P USA is committed to minimising its environmental impact,
and in 2023 completed a biodiversity site-specific inventory of the
Appalachian Basin gas asset. E&P USA has also started work to
determine long-term, community- informed social investment
opportunities which create positive benefits for the communities,
both of which support the just transition framework.
 
Exploratory wells
drilled
1)
 
For the year ended 31 December
2023
2022
2021
US
Equinor operated
0
1
1
Partner operated
4
0
2
Total (gross)
4
1
3
1) Wells completed during the year, including appraisals of
earlier discoveries.
 
 
 
 
 
 
exhibit154p139i0
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
139
Performance review
Operational performance
The average daily production of liquids and gas increased by 12%, mainly due to the start-up of the
 
Vito offshore field in the US Gulf
of Mexico in the first quarter of 2023, the impact of new flowlines, which was installed in second
 
half of 2022 in the Caesar Tonga field
in the US Gulf of Mexico, and additional wells onstream in the Appalachian basin. The increase was
 
partially offset by a natural
decline in the Appalachian basin and several mature fields in the Gulf of Mexico.
During 2023, E&P USA completed drilling a carbon capture well in the Appalachian basin albeit with negative results.
 
E&P USA also
participated in five partner-operated exploration wells during 2023 to continue the high value potential
 
opportunities. However, four of
the partner-operated exploration wells were determined to be dry or non-commercial.
Entitlement production differs from equity production in the USA where entitlement production is expressed net of royalty
 
interests.
Equity production represents volumes that correspond to Equinor’s percentage
 
ownership in a particular field and is larger than
Equinor’s entitlement production where the royalties are excluded from entitlement
 
production.
Equinor's entitlement production in the USA was 16% of Equinor's total entitlement production in 2023.
The Gulf of Mexico portfolio had a record
high production efficiency in 2023.
During start-up in 2023, Vito field’s production
got ramped up to 33 mboe/d.
The Appalachian Basin assets have 439
mmboe of proved reserves in total.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
140
E&P USA - Financial information
For the year ended 31 December
(in USD million)
2023
2022
Change
Total revenues and other income
4,319
5,523
(22%)
Operating, selling, general and administrative expenses
(1,178)
(938)
26%
Depreciation, amortisation and net impairment losses
(1,489)
(361)
>100%
Exploration expenses
(299)
(201)
49%
Net operating income/(loss)
1,353
4,022
(66%)
Adjusted earnings*
1,076
2,957
(64%)
Additions to PP&E, intangibles and equity accounted
 
investments
1,206
764
58%
Organic capex*
1,172
775
51%
For the year ended 31 December
Operational information
2023
2022
Change
E&P USA equity liquids and gas production (mboe/day)
363
324
12%
E&P USA entitlement liquid and gas production
 
(mboe/day)
314
279
12%
Royalties (mboe/d)
49
44
10%
Average liquids price (USD/bbl)
64.4
81.0
(20%)
Average internal gas price (USD/mmbtu)
1.77
5.55
(68%)
Financial performance
 
Increased entitlement production due to Vito field start-up, Caesar Tonga flowline installation, and increased well count partially offset
the impact of lower realised liquids and gas prices which were the main drivers
 
for the decrease in revenues in 2023 compared to
2022.
Operating expenses increased due the start-up of the Vito platform, combined with increased maintenance activity
 
in the Appalachian
basin contributing to increased operations and maintenance expenditure.
Depreciation increased in 2023 due to additional production, decreased impairment reversals, and additional
 
capital expenditures both
offshore and onshore. This increase was partially offset by improved reserves.
Impairment reversals related to property, plant, and equipment amounted to USD 290 million in 2023 which were primarily driven by
improved expected reserves due to additional well opportunities. In 2022, impairment reversals
 
amounted to USD 1,060 million mainly
driven by increased short-term prices.
Increased exploration expenses were driven by drilling activity for four exploration prospects in the Gulf
 
of Mexico. The four prospects
were dry or non-commercial and were expensed accordingly, resulting in a significant increase in exploration cost.
Investments in 2023 in the recently sanctioned Sparta project, St. Malo Water Injection, and Appalachian Basin Partner
 
Operated
assets drove the increase in Organic capex* and additions to PPE, intangibles and equity accounted investments
 
from 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
141
Sustainability performance
 
E&P USA
Performance
Performance indicator
2023
2022
Serious Incident Frequency (SIF) (number per
million hours worked)
 
12
 
N/A
N/A
Upstream CO2 intensity, Scope 1 (kg
CO2/boe)
3.6
3.3
Monitoring indicator
Total Recordable Injury Frequency (TRIF)
(number per million hours worked
)
1
N/A
N/A
In 2023 E&P USA experienced a slight improvement in the number of incidents while
 
having increased activities. The 2023 numbers
included one serious incident and two recordable injuries. E&P USA had two serious incidents
 
and two recordable injuries in 2022.
While there is progress, continued vigilance will always be necessary. E&P USA remains committed to the goal of zero incidents and
has taken numerous measures to improve the overall safety performance and strengthen its reporting
 
culture. E&P USA believes that
a learning culture where the safety practices, protocols, and reporting routines are consistently improved,
 
will strengthen the safety
performance in a more sustainable manner over time.
Equinor-operated assets recorded a small increase in CO
2
 
intensity compared to 2022 due to increased drilling and completion activity
in the Appalachian Basin. Equinor-operated and partner-operated equity production from E&P USA,
 
covering approximately half of
Equinor’s production outside of Norway, had an upstream CO
2
 
intensity of 3 kg CO
2
/boe in 2023.
12
 
For E&P USA the hours worked are below one million and, therefore, separate frequencies
 
are not calculated and published. The
safety indicators are reported on total E&P International level in section 3.2.
 
exhibit154p142i1 exhibit154p142i0
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
142
3.4 Marketing, Midstream & Processing
 
Marketing, Midstream & Processing (MMP) works to maximise corporate value creation in Equinor’s
 
mid-
 
and downstream business
through safe, reliable, and efficient operations. It is responsible for capturing the full value potential of all marketed
 
and traded
products, such as crude oil, liquids, and natural gas. In addition, MMP is responsible for Equinor’s
 
low carbon solutions.
Marketing, Midstream & Processing (MMP) is responsible for:
●
 
Marketing, trading, processing, and transporting crude oil and condensate, natural gas,
 
natural gas liquids (NGL) and refined
products.
 
●
 
Operation of a refinery, terminals, and processing plants.
 
●
 
Trading power.
●
 
Providing transport solutions for natural gas, liquids, and crude oil from Equinor assets, including
 
pipelines, shipping, trucking,
and rail. 
 
●
 
Developing Equinor’s low-carbon solutions.
The business activities within MMP are organised in the following business clusters:
In total, MMP markets, trades, and transports around 70% of all Norwegian gas exports and
 
60% of all liquids exports, comprising
Equinor’s own products, the Norwegian State’s direct financial interest (SDFI) equity production, and third-party
 
volumes.
 
MMP presence across the world
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
143
Gas and Power
Equinor’s gas marketing and trading business is conducted from Norway and
 
from offices in Belgium, the UK, Germany and the US.
As owner of Danske Commodities (DC), a trading company for power and gas, MMP increased
 
its presence in energy trading. DC is
active in Europe and also operates in the US, Brazil, Singapore and Australia. The major
 
export markets for natural gas produced
from the NCS are the UK, Germany, France, the Netherlands and Belgium. LNG from the Snøhvit field, combined with third-party LNG
cargoes, allows Equinor to reach global gas markets.
MMP is active in both the physical and exchange markets, such as the Intercontinental Exchange (ICE)
 
and Trayport,
 
and optimises
the value of the gas volumes through a mix of bilateral contracts and over the trading desk,
 
via its production and transportation
systems and downstream assets. Some of Equinor’s long-term gas contracts have price
 
review clauses which can be triggered by the
parties
13
. MMP receives a marketing fee from E&P Norway for the Norwegian gas sold on behalf
 
of the company.
 
Crude, products and liquids
 
MMP is responsible for the sale of crude oil and NGL produced on the NCS. It also markets
 
the equity volumes from Equinor’s assets
in the US, Brazil, Canada, Angola, Nigeria, Algeria, Azerbaijan, and the UK, as well
 
as third-party volumes. Value is maximised
through marketing, physical and financial trading, and the optimisation of owned and leased
 
capacity such as refineries, processing,
terminals, storage, pipelines, railcars, and vessels. 
 
These operations are headquartered in Norway, with offices in the UK, Singapore, the US, and Canada.
 
MMP main assets
The below table shows MMP’s main assets including ownership and operator responsibilities.
 
Asset
Type
Country
Capacity/Size
Ownership
Operated
Mongstad refinery
Refinery
Norway
226000 bbl/day
100%
Y
Tjeldbergodden
 
Methanol plant
Norway
2600 ton/day
82%
Y
Kårstø
1
Gas processing plant
Norway
151 MSm3/day
5%
TSP
2
Kollsnes
1
Gas processing plant
Norway
97 MSm3/day
5%
TSP
2
Gassled
 
Gas processing
plants and pipelines
NW. Europe
 
5%
N
Nyhamna
 
Gas processing plant
Norway
84 MSm3/day
30.1%
N
Aldbrough Gas Storage
 
Gas Storage
 
U.K.
260 MSm3
storage
33.3%
N
Etzel Gas Lager
 
Gas Storage
 
Germany
1200 MSm3
storage
24.78%
Y
Mongstad terminal
 
Crude oil terminal
Norway
9.4 mbbl storage
65%
Y
Sture terminal
Crude oil terminal
Norway
6.7 mbbl storage
36.2%
Y
Triton Power
 
Power Generation
U.K.
1200 MW
50%
N
1)
 
Part of Gassled. 2) Technical service provider
Low-carbon solutions
Equinor believes decarbonising hydrocarbons with carbon capture and storage (CCS) is key to reaching net
 
zero, and aims to
combine its long experience from CCS on the NCS, its reservoir expertise and experience
 
from developing value chains with peers,
suppliers and customers to develop large-scale, commercially viable decarbonisation solutions. By 2030,
 
more than 50% of Equinor’s
gross capex* is intended to be dedicated to renewables and low carbon solutions. Equinor’s solutions include:
●
 
Developing carbon management services to offer industries based on CO
2
 
transport and storage:
 
-
Northern Lights:
 
Equinor is, together with Shell and TotalEnergies, developing infrastructure for CO
2
 
transport and storage
on the NCS from various industries. Phase 1 has a capacity of 1.5 million tonnes of CO
2
 
annually and is planned to be
operational in 2024. The Northern Lights infrastructure will enable the transport of CO
2
 
from industrial capture sites to a
terminal in Øygarden for intermediate storage before transport by pipeline for permanent storage.
 
Phase 1 is fully utilised
with Oslo Celsio, Heidelberg Cement Brevik, Yara Sluiskil and Ørsted’s two biomass power stations Asnæs and Avedøre as
the first customers.
13
For ongoing price reviews, Equinor provides in
 
its financial statements for probable liabilities
 
based on Equinor’s best judgement. For further information,
 
see note 26 Other commitments, contingent liabilities
 
and contingent
assets to the Consolidated financial statements.
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
144
-
 
Future CCS projects under development include:
o
East Coast Cluster & Net Zero Teesside power:
 
Equinor is a partner in the bp-operated CO
2
transport and storage
project Northern Endurance Partnership (NEP) in the UK. NEP will serve CO
2
 
capture projects in the two industrial
clusters Teesside and Humber and have an annual storage capacity of 4 million tonnes.
o
Smeaheia:
 
Equinor was awarded the CO
2
 
storage licence for Smeaheia in the North Sea by the Norwegian Ministry of
Energy in 2022 on a 100% equity basis. The licence has an estimated CO
2
 
storage capacity of 20 million tonnes
annually.
o
CO
2
 
Highway Europe
is a large-scale CO
2
pipeline planned to connect CO
2
capture projects in North-West Europe to
different
storage sites on the NCS. The pipeline is planned to have a capacity of
 
between 20-30 million tonnes annually.
o
Bayou Bend:
Equinor has a 25% interest in Bayou Bend CCS LLC, which is positioned
 
to be one of the largest US
CCS projects located along the Gulf Coast in Southeast Texas. The project aims to have a CO
2
 
storage potential of 10-
20 million tonnes annually.
●
 
Providing hydrogen by reforming natural gas with CCS. Hydrogen provides a solution to hard to
 
abate emissions from industries.
Equinor is involved in projects aimed at producing low-carbon hydrogen from natural gas with CCS,
 
including the H2BE project in
Belgium, the H2M Eemshaven project in the Netherlands, and a proposed 600 MW low-carbon
 
hydrogen production plant at
Saltend Chemicals Park in the UK.
 
Key events
 
●
 
June: Equinor signs long-term LNG purchase agreement with Cheniere
●
 
June: Net Zero Teesside Power project progressed
●
 
July:
 
Equinor acquires stake in the Bayou Bend CCS project
●
 
October:
 
New supply agreement for natural gas signed with RWE
●
 
December: Major gas sales agreement signed with Germany’s state-owned company SEFE
Strategic progress
 
Positioned for short- and long-term value creation
Asset backed trading strategy with limited downside and
large upside and well positioned for market volatility
Uniquely positioned to build low carbon value chains
During 2023 MMP worked to maximise value from Equinor’s
equity production of oil and gas for the producing units and to
capture value from Equinor’s global mid-
 
and downstream
positions through marketing, trading, and optimisation.
MMP operated its onshore plants and shipping portfolio in a
safe, secure and competitive manner to ensure flow
assurance. MMP utilised its asset-backed trading strategy,
capturing both financial and physical market opportunities
.
As a leading energy trading company, Danske Commodities
(DC) connects producers and large-scale consumers to
wholesale markets. DC brings renewables to the market at
scale, and through their portfolio of gas storages and assets,
DC provides the flexibility needed to meet the energy demands
and intermittency of renewable power generation. DC also
supported Equinor’s power and renewables strategy as the
balancing agent for Dogger Bank wind power production.
Low-carbon solutions strategy aimed to develop new business
and reduce GHG emissions through CO
2
 
transportation and
storage, hydrogen value chains for natural gas
decarbonisation, technology development, carbon footprint
reduction and the market development of low-carbon products.
Within low carbon, Equinor strengthened its position in the US
with the acquisition in Bayou Bend. Equinor will participate in
the first power generation with CO
2
 
capture through Net Zero
Teesside which together with Northern Endurance Partnership
were selected for funding by UK authorities. Customers for
CCS storage in Northern Lights phase 1 are now fully secured.
 
 
exhibit154p145i0
 
exhibit154p145i1
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
145
Performance review
Operational performance
The total natural gas sales volumes were 58.9 bcm in 2023, a decrease of 4.4 bcm compared to total volumes
 
for 2022. This
difference is mainly due to decreased production from the NCS caused by turnarounds and natural decline
 
of gas producing fields.
The average crude, condensate and NGL sales were 2.6 mmbbl per day in 2023, 17% higher
 
than 2022
14
 
due to increased sales of
equity and third-party volumes.
High regularity at onshore gas processing plants, ensured gas deliveries and portfolio flexibility
 
allowing MMP to continue to be a
reliable provider of energy in Europe. MMP utilised its transport systems and shipping portfolio to
 
deliver crude, LNG and products
where they were needed the most,
 
thereby increasing the overall value creation.
In 2023, the average realised piped gas price in Europe was USD 13.86 per MMBtu, down from
 
USD 32.84 per MMBtu in 2022.
European gas prices reduced significantly during the year compared to 2022 due to decreased
 
demand, increased LNG imports and
increased storage levels.
In 2023, the average realised piped gas price in North America was USD 2.09 MMBtu, down from
 
USD 5.89 MMBtu in 2022. North
American gas price decrease was driven by high gas production, storage surplus and mild
 
weather.
All of Equinor's gas produced on the NCS is sold by MMP and purchased from E&P Norway at
 
the fields’ lifting point at a market-
based internal price with a deduction for the cost of bringing the gas from the field to
 
the market and a marketing fee. The NCS
transfer price for gas was USD 12.20 per MMBtu in 2023, a decrease from USD 31.22 per MMBtu in 2022,
 
aligned with market price
development.
 
14
 
Sold liquids volumes restated for 2022 and 2021.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
146
MMP - Financial information
For the year ended 31 December
(in USD million)
2023
2022
Change
Total revenues and other income
105,908
148,105
(28%)
Purchases [net of inventory]
(95,769)
(139,916)
(32%)
Operating, selling, general and administrative expenses
(4,916)
(4,591)
7%
Depreciation, amortisation and net impairment losses
(1,239)
14
N/A
Net operating income/(loss)
3,984
3,612
10%
Adjusted earnings*
1)
3,242
4,234
(23%)
- Gas and Power
2)
2,038
3,942
(48%)
- Crude, Products and Liquids
2)
1,359
683
99%
- Other
2)
(155)
(391)
60%
Additions to PP&E, intangibles and equity accounted
 
investments
844
1,212
(30%)
Organic capex*
191
288
(34%)
For the year ended 31 December
Operational information
2023
2022
Change
Liquid sales volume (mmbbl)
3)
956.3
815.9
17%
Natural gas sales Equinor (bcm)
58.9
63.3
(7%)
Natural gas entitlement sales Equinor (bcm)
53.2
56.1
(5%)
Power generation (GWh) Equinor share
2,298
1,012
>100%
Realised piped gas price Europe (USD/MMBtu)
3)
13.86
32.84
(58%)
Realised piped gas price US (USD/MMBtu)
2.09
5.89
(65%)
1) Restated. For more information, see Amended principles
 
for Adjusted earnings* in the section 5.6 Use and
 
reconciliation of non-GAAP
financial measures
 
2) From 2023, the presentation of MMP’s adjusted earnings*
 
was changed to align with organisational structure
 
and management’s review of
performance, with retrospective effect.
3) Restated. Restatement due to a change in
 
definition of the price marker for realised gas
 
price and improved methodology for calculating
liquids sales volumes. For more information, see section 5.7
 
Other definitions and abbreviations
Financial performance
 
Net operating income includes net effects from changes in fair value related to storage and commodity derivatives
 
utilised to manage
price risk exposure. During 2023, the net operating income included impairments of USD
 
343 million, in contrast to USD 895 million of
net impairment reversals in the prior year.
Adjusted earnings* in 2023 decreased from the previous year. The result from Crude, Products and Liquids doubled by effectively
capturing financial and physical market opportunities and optimising the shipping portfolio. However, this was more than offset by a
decreased result from Gas and Power trading, as reduced gas market volatility and diminished
 
geographical spreads reduced the
2023 result compared to the extraordinary performance in 2022.
Total revenues and other income decreased from 2023 to 2022 due to lower gas and oil sales prices in both Europe and North
America and decreased gas volumes. This was partially offset by increased liquid sales.
Purchases [net of inventory] decreased from 2022 to 2023 due to lower prices for both gas
 
and liquids.
The increase in Operating expenses and selling, general and administrative
expenses from 2022 to 2023 was mainly due to
significant increased transportation costs for liquids and increased selling, general and administrative
 
expenses mainly due to
increased activity within Low Carbon Solutions.
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
147
Depreciation, amortisation and net impairment increased from 2022 to 2023 driven by the impairment of refinery
 
assets in 2023 and
an impairment reversal in 2022.
The main driver for the decrease in organic capex* from 2022 to 2023 are lower investments
 
in projects related to onshore plants.
Sustainability performance
Marketing, Midstream and Processing
Performance
Performance indicator
2023
2022
Serious Incident Frequency (SIF) (number per
million hours worked)
0.4
0.6
CO
2
 
emissions reduction (kt)
55
358
Monitoring indicator
Total Recordable Injury Frequency (TRIF)
(number per million hours worked)
3.5
3.0
MMP’s systematic efforts within safety resulted in a reduction in the frequency of serious incidents in 2023. As part
 
of the “I am safety
framework” main priorities for the Onshore Plants in 2023 included actions to prevent major
 
accidents including trainings, actions to
prevent falling objects, strengthening use of lifesaving rules and C&L, proactive reporting and
 
learning, self-assessments, and internal
verifications. Within shipping, MMP worked closely with the shipowners to improve reporting
 
and learning from incidents. All shipping
companies operating for MMP must be prequalified before contracts are entered into, and all vessels
 
undergo regular thorough
inspections. During the third quarter MMP experienced a man overboard fatality on a tanker in
 
Malaysia.
MMP achieved CO
2
 
emission reductions in 2023 of a total of 55 Ktonnes of CO
2
 
due to more efficient and stable operations in
Hammerfest LNG and process improvements at Mongstad and Kårstø. The decrease against last
 
year is due to the large reduction
achieved last year through the rebuild of the Mongstad Combined Heat and Power.
As a part of Equinor’s biodiversity position, site-specific inventories of important biodiversity
 
features were established for all onshore
facilities. Possible pressures from activities and operations were assessed, using both internal and
 
external data and analyses. The
site-specific inventory is an important contribution to future sustainability and biodiversity risk management,
 
both at site level and a
regional level.
 
exhibit154p148i0
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
148
3.5 Renewables
Renewables (REN) segment is responsible for safe, profitable operations and project development in renewable energy
activity
.
The focus for REN is offshore wind, onshore renewables, and energy storage solutions across four main regions: the
Americas, Asia-Pacific, Europe, and Norway.
Power is currently being produced from 5 offshore wind farms and 5 onshore wind and solar projects, with an additional 16
projects under construction and development, operated by Equinor and partners.
 
In 2023, REN achieved a significant milestone with the first power generation from the largest offshore wind farm in the UK,
Dogger Bank, and further expansion in onshore renewables in the Americas and Europe.
By 2030, Equinor aims to become a leading provider of renewable energy globally and maintain the position as Norway's
leading energy major. Simultaneously,
 
Equinor seeks to grow its presence and emerge as a leading company in the energy
transition in selected international markets.
 
Map of activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
149
Overview
 
Offshore wind
Equinor is a leading player in the offshore wind industry, with a strong commitment to harnessing the power of wind energy to
drive the transition towards sustainable and renewable energy sources. Equinor is seeking opportunities for floating offshore
wind and is developing offshore projects and partnerships in selected markets. Floating wind is still at an early development
phase compared with other renewable energy sources. REN’s offshore wind activities span multiple regions, including Norway,
the UK, the US Northeast, and the Baltic Sea, where wind farms are being operated and developed.
The below table shows REN’s offshore wind assets in operation including ownership and operator responsibilities.
Asset
Asset type
Country
Generation capacity
Equinor (MW)
Ownership
Operated
Sheringham Shoal
Fixed
UK
127
40%
Y
Dudgeon Offshore
 
Wind Farm
Fixed
UK
141
35%
Y
Hywind Scotland
Floating
UK
23
75%
Y
Arkona
Fixed
Germany
96
25%
N/RWE
Hywind Tampen
1
Floating
Norway
36
41%
Y
1
 
Hywind Tampen is owned by E&P Norway segment and operated by REN segment.
REN is currently planning and developing several offshore wind projects in Northern Europe, the US and South Korea.
 
Dogger Bank A
started generating first power in 2023 and is expected to officially commence operation in 2024. Dogger Bank
 
B and C are under
construction and are expected to start generating power during the next three years. During the
 
developmental stage, SSE
Renewables operates these three projects, which Equinor will assume operatorship when the wind
 
farms come on stream.
Offshore wind projects on the US Northeast Coast are facing cost inflation and supply chain constraints. The
 
rejection of petitions
relating to offtake agreements resulted in the recognition of an impairment loss for the year. Equinor and bp decided to reset the
Empire Wind 2 project and explore alternative business opportunities. On 25 January 2024, Equinor
 
entered a swap transaction with
bp, under which Equinor will take full ownership of the Empire Wind lease and projects
 
and bp will take full ownership of the Beacon
Wind lease and projects. Following the signing of agreement, Equinor submitted a bid for the Empire Wind
 
1 project in New York’s
fourth offshore wind solicitation round and on 29 February 2024 was awarded the offtake contract.
Onshore renewables and energy storage solutions
As the demand for integrated solar, wind, and energy storage solutions continues to rise, Equinor is expanding its presence in
onshore renewable energy in specific power markets across Europe, North America, and South America. Equinor is also
integrating battery storage assets into its renewable portfolio, with a primary focus on the UK and the US, two prominent
battery storage markets where the company holds substantial offshore wind assets. These market entries involve the
acquisition of local energy companies and Equinor aims to enhance value through collaboration with local teams, fostering
transformation and leveraging synergies within the company.
 
The below table shows REN’s onshore assets in operation including ownership and operator responsibilities.
Asset
Asset type
Country
Generation capacity
Equinor (MW)
Storage capacity
(MW/MWh)
Ownership
Operated
Apodi
Solar
Brazil
71
44%
N/Scatec
Wilko
Onshore wind
Poland
26
100%
Y/Wento
Stępień
Solar
Poland
58
100%
Y/Wento
Zagórzyca
Solar
Poland
60
100%
Y/Wento
Serra da Babilônia 1
Onshore wind
Brazil
223
100%
Y/Rio Energy
Blandford Road
Battery storage
UK
25/50
100%
Y/Noriker
Equinor currently has three onshore renewable projects under construction in Europe, with an expected completion date within
the next two years, at which point the projects are expected to begin generating power.
In addition, hydrogen based on renewable energy sources is expected be a key contributor to the energy transition, primarily
by decarbonising the hard-to-abate sectors. Equinor has taken positions in green hydrogen projects in Northwest Europe and
is exploring further opportunities. Green hydrogen has the potential to unlock additional value through storage and balancing
energy systems where renewables penetration is high.
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
150
Key events
●
 
January: Acquisition of leading Danish solar developer BeGreen was closed
 
●
 
June: The second Polish solar plant Zagórzyca started production
●
 
Aug: The Hywind Tampen,
 
the world’s largest floating offshore wind farm, officially opened
 
●
September: Acquisition of the Wilko onshore wind farm in Poland
●
 
October: Sold the 117 MW Guañizuil II power plant in Argentina
●
 
October: First power from Dogger Bank A offshore wind farm, SSE lead developer
 
●
 
Nov: Acquisition of onshore renewables company Rio Energy in Brazil.
 
●
 
January (2024): Blandford Road, the first commercial battery storage asset, started operations in the UK
●
 
January (2024): Empire Wind 2 offshore wind project announced reset, seeking new future offtake opportunities.
 
o
 
Swap transaction with bp, under which Equinor will take full ownership of the Empire Wind lease and
projects and bp will take full ownership of the Beacon Wind lease and projects.
 
o
Submitted bid for the Empire Wind 1 project in New York’s fourth offshore
 
wind solicitation round
●
 
February (2024): Empire Wind 1 awarded offtake contract in New York’s fourth offshore wind solicitation round.
 
Strategic progress
 
Developing a high-value renewables business
 
Delivering on Equinor’s strategy to be a leader in the energy transition requires
 
profitable growth at scale in renewables.
REN is aiming to deliver above 65 TWh from renewables power generation by 2035, with real
 
project returns in the 4-8% range and
further potential equity value upsides from the selective use of project financing and farm-downs. Renewables
 
growth initially relies on
the following two strategic pillars, which will over time converge into flexible power
 
and energy offerings in selected markets.
Becoming an offshore wind major and floating wind leader
Building onshore renewables and storage positions
REN aims to create value through industrial scale-up in offshore
wind by building on its early entry and successful track-record in
the industry and leveraging the leading position in floating
offshore wind. Key milestones in 2023 include reaching full
production capacity at Hywind Tampen, the world’s largest
floating wind farm, as well as delivering first power from Dogger
Bank, the world’s largest offshore wind farm.
REN aims to build low-cost onshore renewables positions in
attractive markets, backed by storage and trading. REN’s
onshore strategy is to enter markets through the acquisition of
local companies with strong teams and capabilities. Key
milestones in 2023 include the closing of the BeGreen
transaction in Denmark, the acquisition of Rio Energy in Brazil
(onshore wind and solar), and the expansion of Wento – onshore
renewables platform in Poland – into onshore wind.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
151
Performance review
Operational performance
Power generation (Equinor share) was 1,859 GWh (gigawatt hours) in 2023, compared
 
to 1,641 GWh in 2022. In 2023, the offshore
wind farms produced 1,384 GWh with the majority coming from Dudgeon, Sheringham Shoal
 
and Arkona, while onshore renewables
contributed an additional 474 GWh of power, mainly from the onshore wind farm, Serra da Babilonia, in Brazil. The substantial
increase in production was driven by the ramp-up of new onshore power plants in Poland and Brazil
 
compared to 2022.
In 2023, the equity-based installed renewable energy capacity was 0.86 GW. REN has a pipeline to deliver on the strategic ambition
towards 2030 of 12-16 GW installed renewables capacity, with associated production of 35-60 TWh annually. There is line of sight to
2030 GW ambition. Value creation will be the priority over reaching volume targets.
Progress was demonstrated in 2023 on both project execution and on building the portfolio pipeline. Hywind
 
Tampen, the world’s
largest floating wind farm, was officially opened in August, supplying renewable power to the Snorre
 
and Gullfaks fields in Norway.
Another significant achievement was the world's largest offshore wind farm, Dogger Bank A (SSE
 
lead developer), reaching first
power in the UK. In addition, REN successfully initiated production from solar projects in Brazil
 
and Poland and diversified its
renewable portfolio by making bolt-on acquisitions of onshore platforms in Denmark, Poland and
 
Brazil. The acquisition of the onshore
solar and wind platforms in these countries was a significant move towards expanding the
 
portfolio and providing more options for
sustainable energy generation.
REN - Financial information
For the year ended 31 December
(in USD million)
2023
2022
Change
Revenues third party, other revenue and other income
50
127
(61%)
Net income/(loss) from equity accounted investments
(33)
58
N/A
Total revenues and other income
17
185
(91%)
Operating, selling, general and administrative expenses
(462)
(265)
74%
Depreciation, amortisation and net impairment losses
(312)
(4)
>100%
Net operating income/(loss)
(757)
(84)
>(100%)
Adjusted earnings*
(454)
(184)
>(100%)
Additions to PP&E, intangibles and equity accounted
 
investments
2,007
298
>100%
Organic capex*
843
247
>100%
For the year ended 31 December
Operational information
2023
2022
Change
Renewables power generation (GWh) Equinor
 
share
1,859
1,641
13%
Financial performance
 
European offshore wind assets in operation within the equity accounted investment portfolio decreased in revenue contribution
 
by
26% within net income/(loss) from equity accounted investments in 2023. This decline was
 
due to lower prices experienced in 2023,
increased maintenance costs and increased expenditure associated with early phase projects.
Added revenue from the newly acquired onshore wind farm in Brazil and the start-up of production at solar
 
plants in Poland
contributed positively to total revenues in 2023. Combined with the decreased results from
 
equity accounted investments in 2023, total
revenues and other income decreased relative to 2022. Favourable effects of divestments early in 2022 significantly
 
impacted the
decline.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
152
The notable decrease in net operating income for 2023 compared to the prior year was primarily
 
due to the recognition of a USD 300
million impairment in the third quarter for offshore wind projects in the US Northeast following the
 
rejection of petitions related to
offtake agreements. In addition, increased business development expenditures and increased operating activity levels contributed
 
to
an upward trend in operating and administrative expenses in 2023. The increased costs associated
 
with maturing projects, which
predominantly originated from offshore wind activities in the UK and Asia, contributed to the reduction in adjusted
 
earnings* in 2023
compared to 2022.
For 2023, USD 114 million of organic capex* was allocated for onshore renewables, while USD 729 million was for offshore wind
projects and investments related to projects in the US and the UK. In 2022, total
 
organic capex* was USD 247 million, mainly related
to investments in US and the Europe.
The acquisitions of BeGreen and Rio Energy in the year drove the increase in additions to
 
PP&E, intangibles and equity accounted
investments compared to 2022.
The gross capex* for the renewable business amounted to USD 2.6 billion, of which
 
organic gross capital expenditures* amounted to
USD 1.5 billion. Equinor’s ambition is to have more than 50% of gross
 
capex* allocated to renewable and low carbon solutions by
2030 and is on track to deliver on the ambitions.
Sustainability performance
 
Renewables
Performance
Performance indicator
2023
2022
Serious Incident Frequency (SIF) (number per
million hours worked)
1.0
0.8
Monitoring indicator
Total Recordable Injury Frequency (TRIF)
(number per million hours worked)
2.2
4.3
Renewables offshore wind GHG intensity,
scope 1 and 2 (g CO
2
/kWh)
3.2
2.9
The number and frequency of personnel injuries for Renewables was reduced over the last
 
year. However, REN experienced four
potential serious incidents in 2023, resulting in a negative development in the serious incident frequency. Continuous improvements
for routine operational activities have been established and are ongoing.
 
The GHG intensity for offshore wind fields in operation recorded a slight increase over the last
 
year, mainly because maritime vessel
diesel consumption increased more than electricity production. Reducing maritime emissions is part of the
 
activities planned for 2024
to support the net-zero ambition.
To address Equinor Renewables’ aims within circularity and biodiversity, following ambitions have been set:
●
 
Ban landfill of blades from 2024 and perform 100% recirculation of decommissioned blades by 2030.
●
 
All new offshore wind projects will establish net positive biodiversity impact plans.
Site-specific inventories of key biodiversity features were established for four Equinor operated offshore wind assets in
 
operation,
Sheringham Shoal, Dudgeon, Hywind Scotland and Hywind Tampen.
 
 
exhibit154p153i0
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
153
3.6 Other group
The Other reporting segment includes activities in Projects, Drilling and Procurement (PDP), the
 
Technology,
 
Digital & Innovation
(TDI) segment and corporate staffs and support functions.
Overview
Technology,
 
Digital & Innovation
To strengthen the development of technologies, digital solutions and innovation, Equinor has gathered the activities into a business
area, Technology,
 
Digital & Innovation (TDI).
 
TDI brings together research, technology development, specialist advisory services, digitisation, IT, improvement, innovation, ventures
and future business to one technology powerhouse. TDI is responsible for safe and efficient development
 
and operation of assets;
and for providing expertise, projects and products across the company.
Equinor Ventures is also part of TDI. Ventures is a corporate venture capital arm investing in innovative scalable companies and
developing relationships to accelerate the energy transition. To read more about Equinor Ventures, please see section 2.3 Research
and innovation.
In 2023 TDI updated the Equinor Technology Strategy with a mission to transform through technology by six guiding principles and
addressing strategic themes across three pillars, see overview below.
Projects, Drilling & Procurement
Projects, Drilling & Procurement (PDP) is responsible for oil and gas field development, well
 
delivery, electrification, CCS and
hydrogen projects, and procurement in Equinor. PDP aims to deliver safe, secure and efficient project development, including well
construction, founded on world-class project execution and technology excellence. PDP utilises innovative
 
technologies, digital
solutions and carbon-efficient concepts to shape a competitive project portfolio at the forefront of the energy
 
industry transformation.
Sustainable value is created together with suppliers through a simplified and standardised fit-for-purpose approach.
In 2023 PDP had 33 projects (including third party projects) in execution, 8 of which came on stream
 
during the year. 105 wells were
delivered, and 98 of these were on the Norwegian continental shelf. Through 2023 PDP contributed
 
to the Equinor strategy by
executing and driving projects, such as:
●
One of the projects delivered in 2023 was Breidablikk, a tie in to Grane. The project
 
came on stream in October, four months
ahead of schedule. The project was delivered within budget and with higher initial production
 
than expected. The project is
highly profitable, provides important volumes to the market and value to the Norwegian society and
 
its owners.
●
 
The Wisting investment decision was postponed to mature a profitable Wisting project together with partners
 
and suppliers.
Also, the Bay Du Nord investment decision was postponed to further improve overall project
 
competitiveness.
●
 
PDP has a front role in developing new projects related to carbon capture and storage, such as the
 
Northern Lights project,
Smeaheia and CO
2
 
Highway Europe.
PDP Transforming Execution (PDPTex) project:
Going forward, PDP aims to transform to ensure long-term competitiveness, safeguard Equinor’s
 
licence to operate and efficiently
manage an increasingly diverse and complex portfolio. This requires addressing new challenges and opportunities
 
which will be done
in the PDPTex project:
 
 
 
 
 
 
 
 
 
 
 
 
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
154
1.
Lift human rights understanding, performance and transparency
2.
Secure longevity of oil and gas cash flow from NCS, by making marginal tie-back volumes profitable
3.
Accelerate the CCS business build, generating new cash flows and reducing net carbon intensity
Corporate staff and support functions
Corporate staff and support functions comprise the non-operating activities supporting Equinor and include
 
head office and central
functions that provide business support such as finance and control, corporate communication, safety, security and sustainability,
corporate audit, legal and compliance and people and organisation.
 
Performance review
Financial performance
In 2023 the Other reporting segment recorded a net operating loss of USD 92 million compared
 
to a net operating loss of USD 178
million in 2022. The improvement was mainly due to an increase in proceeds from
 
insurance claims, relating to South Riding Point and
the fire at Melkøya LNG in 2020.
The sum of equity accounted investments and non-current segment assets was relatively consistent with
 
the prior year at USD 1,075
million for the year ending 31 December 2023, compared to USD 1,096 million for the year
 
ending 31 December 2022. The organic
capex* for Other reporting segment was USD 91 million in 2023 and USD 76 million in
 
2022.
Sustainability performance
Other group
Performance
Performance indicator
2023
2022
Serious Incident Frequency (SIF) (number per million hours worked)
0.2
0.3
TDI R&D expenditure on renewables, low-carbon solutions and energy
efficiency (share of total)
40%
36%
Monitoring indicator
Total Recordable Injury Frequency (TRIF) (number per million hours
worked)
1.3
1.6
Altogether the safety results of the Other reporting segment improved in 2023 compared to 2022.
 
This was mainly due to the good
development in PDP and TDI but was offset by a slight increase SIF and TRIF in the Corporate staff and support function.
The safety results for TDI continued to improve with zero SIs in 2023. TDI had one recordable incident,
 
reducing TRIF from 2022 to
2023. Focus areas included preventing falling objects and safety incidents on pressurised systems
 
for test rigs and laboratories. TDI
also contributes to improving safety through technology by improving safety in new value chains (H
2
, NH
3
, CO
2
), establishing
monitoring methods for corrosion under insulation, and using drones and robotics to
 
improve health and safety.
PDP repeated another year without serious well control incidents. The total number of serious incidents was
 
11 in 2023, decreased
from 19 in 2022. The improvements were related to the systematic and consequent follow up
 
of the PDP safety charters between
Equinor and contractors over many years. The SIF incidents included two serious personnel injuries. PDP
 
is committed to further
improvements in its safety results to avoid serious injuries and well control incidents.
 
In the Energy transition plan, Equinor set out to allocate 40% of the TDI R&D
 
funding to low carbon and renewable technologies by
2025. Two years ahead of target, Equinor achieved this ambition in 2023. Two important 2023 milestones that are the outcome of
research projects in TDI were:
 
Reporting segment performance
Equinor 2023 Integrated Annual Report
 
155
●
 
FPSO with technology to lower emissions - Bacalhau will be the first asset to have a FPSO
 
in Brazil that uses combined cycle
gas turbines, which is expected to significantly reduce carbon emissions. The technology combines a gas turbine
 
with a steam
turbine to take advantage of excess heat that would otherwise be lost. The introduction
 
of combined cycle technology is expected
to increase energy efficiency and reduce CO
2
 
emissions by about 3 million tons over the field lifetime (-25%).
●
 
Methane measurements using drones - In June 2023, Equinor successfully tested three drone-based technologies,
 
and one
LIDAR-based technology for methane measurements at Kollsnes to meet current and future
 
methane measurement obligations
and requirements. Data collection was deemed successful by vendors and results are being analysed.
One of PDP’s main focus is developing projects that contribute to deliver on Equinor’s 'Scope
 
1 and 2 GHG emissions’ performance
indicator of a 50% reduction by 2030, and tailor for portfolio optimisation by project emissions forecast.
 
PDP Procurement and
Supplier Relations is accelerating the energy transition by integrating net zero in supply chain
 
management, through upstream Scope
3 emissions data collection and supplier collaboration for net zero. PDP drilling & well is mainly
 
pursuing efficiency and reduced
emissions in its drilling operations. PDP is supporting the inclusion of Equinor biodiversity position: Site-specific
 
inventories of
important biodiversity features, enhancement opportunities for existing project sites and plans on
 
how to have a positive contribution
to biodiversity are a requisite for all projects.
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
156
Financial
 
statements
and
 
notes
4.1
 
Consolidated financial statements
 
of the Equinor Group
4.2
 
Parent company financial statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
157
4.1 Consolidated financial statements
 
of the Equinor group
 
CONSOLIDATED STATEMENT
 
OF INCOME
Full year
(in USD million)
Note
2023
2022
2021
Revenues
7
106,848
149,004
88,744
Net income/(loss) from equity accounted investments
15
(1)
620
259
Other income
6
327
1,182
1,921
 
Total revenues and other income
7
107,174
150,806
90,924
 
Purchases [net of inventory variation]
 
(48,175)
(53,806)
(35,160)
Operating expenses
 
(10,582)
(9,608)
(8,598)
Selling, general and administrative expenses
 
(1,218)
(986)
(780)
Depreciation, amortisation and net impairment
12, 13,
14
(10,634)
(6,391)
(11,719)
Exploration expenses
13
(795)
(1,205)
(1,004)
Total operating expenses
(71,404)
(71,995)
(57,261)
Net operating income/(loss)
5
35,770
78,811
33,663
Interest income and other financial income
10
2,449
1,222
38
Interest expenses and other financial expenses
10
(1,660)
(1,379)
(1,223)
Other financial items
10
1,325
(50)
(895)
Net financial items
2,114
(207)
(2,080)
 
Income/(loss) before tax
37,884
78,604
31,583
Income tax
11
(25,980)
(49,861)
(23,007)
Net income/(loss)
 
11,904
28,744
8,576
 
Attributable to shareholders of the company
20
11,885
28,746
8,563
Attributable to non-controlling interests
 
19
(3)
14
Basic earnings per share (in USD)
20
3.93
9.06
2.64
Diluted earnings per share (in USD)
20
3.93
9.03
2.63
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
158
CONSOLIDATED STATEMENT
 
OF COMPREHENSIVE INCOME
Full year
(in USD million)
Note
2023
2022
2021
Net income/(loss)
 
11,904
28,744
8,576
Actuarial gains/(losses) on defined benefit pension
 
plans
(276)
461
147
Income tax effect on income and expenses recognised
 
in OCI
1)
66
(105)
(35)
Items that will not be reclassified to the Consolidated
 
statement of income
22
(211)
356
111
Foreign currency translation effects
(587)
(3,609)
(1,052)
Share of OCI from equity accounted investments
(113)
424
0
Items that may subsequently be reclassified to the Consolidated
 
statement of income
(701)
(3,186)
(1,052)
Other comprehensive income/(loss)
(911)
(2,829)
(940)
Total comprehensive income/(loss)
10,992
25,914
7,636
Attributable to the shareholders of the company
10,974
25,917
7,622
Attributable to non-controlling interests
19
(3)
14
1) Other Comprehensive Income (OCI).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
159
CONSOLIDATED BALANCE SHEET
 
At 31 December
(in USD million)
Note
2023
2022
ASSETS
Property, plant and equipment
12
58,822
56,498
Intangible assets
13
5,709
5,158
Equity accounted investments
15
2,508
2,758
Deferred tax assets
11
7,936
8,732
Pension assets
22
1,260
1,219
Derivative financial instruments
28
559
691
Financial investments
16
3,441
2,733
Prepayments and financial receivables
16
1,291
2,063
Total non-current assets
 
81,525
79,851
Inventories
17
3,814
5,205
Trade and other receivables
1)
18
16,933
22,452
Derivative financial instruments
28
1,378
4,039
Financial investments
16
29,224
29,876
Cash and cash equivalents
2)
19
9,641
15,579
 
Total current assets
 
60,990
77,152
 
Assets classified as held for sale
6
1,064
1,018
Total assets
 
143,580
158,021
EQUITY AND LIABILITIES
Shareholders’ equity
 
48,490
53,988
Non-controlling interests
 
10
1
Total equity
20
48,500
53,989
Finance debt
21
22,230
24,141
Lease liabilities
25
2,291
2,409
Deferred tax liabilities
11
13,345
11,996
Pension liabilities
22
3,925
3,671
Provisions and other liabilities
23
15,304
15,633
Derivative financial instruments
28
1,795
2,376
Total non-current liabilities
 
58,890
60,226
Trade, other payables and provisions
24
11,870
13,352
Current tax payable
 
12,306
17,655
Finance debt
21
5,996
4,359
Lease liabilities
25
1,279
1,258
Dividends payable
20
2,649
2,808
Derivative financial instruments
28
1,619
4,106
Total current liabilities
 
35,719
43,539
 
Liabilities directly associated with the assets classified
 
as held for sale
6
471
268
Total liabilities
 
95,080
104,032
Total equity and liabilities
 
143,580
158,021
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
160
1)
 
Of which Trade receivables of USD 13,017 million in 2023 and
 
USD 17,334 million in 2022.
2)
 
Includes collateral deposits of USD 1,572 million
 
for 2023 related to certain requirements set out
 
by exchanges where Equinor is
participating. The corresponding figure for 2022 is
 
USD 6,128 million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
161
CONSOLIDATED STATEMENT
 
OF CHANGES IN EQUITY
(in USD million)
Share
capital
Additional
paid-in
capital
Retained
earnings
Foreign
currency
translation
reserve
OCI from equity
accounted
investments
1)
Shareholders'
equity
Non-
controlling
interests
Total equity
At 1 January 2021
1,164
6,852
30,050
(4,194)
0
33,873
19
33,892
Net income/(loss)
8,563
8,563
14
8,576
Other comprehensive income/(loss)
111
(1,052)
(940)
(940)
Total comprehensive income/(loss)
7,636
Dividends
(2,041)
(2,041)
(2,041)
Share buy-back
(429)
(429)
(429)
Other equity transactions
(15)
(15)
(18)
(33)
At 31 December 2021
1,164
6,408
36,683
(5,245)
0
39,010
14
39,024
Net income/(loss)
28,746
28,746
(3)
28,744
Other comprehensive income/(loss)
356
(3,609)
424
(2,829)
(2,829)
Total comprehensive income/(loss)
25,914
Dividends
(7,549)
(7,549)
(7,549)
Share buy-back
(22)
(3,358)
(3,380)
(3,380)
Other equity transactions
(10)
(10)
(10)
(20)
At 31 December 2022
1,142
3,041
58,236
(8,855)
424
53,988
1
53,989
Net income/(loss)
11,885
11,885
19
11,904
Other comprehensive income/(loss)
(211)
(587)
(113)
(911)
(911)
Total comprehensive income/(loss)
10,992
Dividends
(10,783)
(10,783)
(10,783)
Share buy-back
(42)
(3,037)
(2,606)
(5,685)
(5,685)
Other equity transactions
(3)
(3)
(10)
(13)
At 31 December 2023
1,101
0
56,521
(9,442)
310
48,490
10
48,500
1)
 
OCI items from equity accounted investments
 
that may subsequently be reclassified to the Consolidated
 
statement of income, are
presented as part of OCI from equity accounted
 
investments. OCI items that will not be reclassified
 
to the Consolidated statements of income
will be included in retained earnings.
 
Please refer to note 20 Shareholders’ equity, capital distribution and earnings
 
per share for more details.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
162
CONSOLIDATED STATEMENT
 
OF CASH FLOWS
Full year
(in USD million)
Note
2023
2022
2021
Income/(loss) before tax
37,884
78,604
31,583
Depreciation, amortisation and net impairment
12, 13, 14
10,634
6,391
11,719
Exploration expenditures written off
13
(53)
342
171
(Gains)/losses on foreign currency transactions and
 
balances
(852)
(2,088)
(47)
(Gains)/losses on sale of assets and businesses
6
8
(823)
(1,519)
(Increase)/decrease in other items related to operating
 
activities
1)
(1,313)
468
106
(Increase)/decrease in net derivative financial instruments
28
1,041
1,062
539
Interest received
1,710
399
96
Interest paid
(1,042)
(747)
(698)
Cash flows provided by operating activities before
 
taxes paid and working capital items
48,016
83,608
41,950
Taxes paid
(28,276)
(43,856)
(8,588)
(Increase)/decrease in working capital
4,960
(4,616)
(4,546)
Cash flows provided by operating activities
 
24,701
35,136
28,816
Cash used in business combinations
6
(1,195)
147
(111)
Capital expenditures and investments
6
(10,575)
(8,758)
(8,040)
(Increase)/decrease in financial investments
443
(10,089)
(9,951)
(Increase)/decrease in derivative financial instruments
(1,266)
1,894
(1)
(Increase)/decrease in other interest-bearing items
(87)
(23)
28
Proceeds from sale of assets and businesses
6
272
966
1,864
Cash flows provided by/(used in) investing activities
(12,409)
(15,863)
(16,211)
Repayment of finance debt
21
(2,818)
(250)
(2,675)
Repayment of lease liabilities
25
(1,422)
(1,366)
(1,238)
Dividends paid
20
(10,906)
(5,380)
(1,797)
Share buy-back
20
(5,589)
(3,315)
(321)
Net current finance debt and other financing activities
2,593
(5,102)
1,195
Cash flows provided by/(used in) financing activities
21
(18,142)
(15,414)
(4,836)
Net increase/(decrease) in cash and cash equivalents
(5,850)
3,860
7,768
Foreign currency translation effects
(87)
(2,268)
(538)
Cash and cash equivalents at the beginning
 
of the period (net of overdraft)
19
15,579
13,987
6,757
Cash and cash equivalents at the end of the
 
period (net of overdraft)
2)
19
9,641
15,579
13,987
1)
 
The line item mainly consists of provisions, unrealised
 
gains and losses and items of income
 
or expense for which the cash effects are
included in increase/(decrease) in working capital within
 
operating cash flow and investing cash flows. In
 
2023 the main item is related to
interest income and expense included in the line
 
item interest received and interest paid. In 2022
 
the line item includes
 
a fair value loss
related to inventory of USD 672 million. The amount
 
for 2021 includes USD (822) million in redetermination
 
settlement for the Agbami
field.
 
2)
 
At 31 December 2023 and 2022 cash and cash
 
equivalents net overdraft was zero. At 31 December
 
2021 cash and cash equivalents
included a net overdraft of USD 140 million.
Interest paid
in cash flows provided by operating activities
 
excludes capitalised interest of USD 468 million, USD
 
382 million, and USD 334
million for the years ending 31 December 2023,
 
2022 and 2021, respectively. Capitalised interest is included in Capital expenditures
 
and
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
163
investments in cash flows used in investing activities.
 
Total interest paid amounts to USD 1,510 million, USD 1,129 million, and USD 1,032
million for the years 2023, 2022 and 2021, respectively.
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
164
Notes to the Consolidated financial statements
Table of contents for
 
notes to the financial statements
1
Organisation
2
Accounting policies
3
Climate change and energy transition
4
Financial risk and capital management
5
Segments
6
Acquisitions and disposals
7
Total
 
revenues and other income
8
Salaries and personnel expenses
9
Auditor’s remuneration and Research and development
expenditures
10
Financial items
11
Income taxes
12
Property, plant and equipment
13
Intangible assets
14
Impairments
15
Joint arrangements and associates
16
Financial investments and financial receivables
17
Inventories
18
Trade and other receivables
19
Cash and cash equivalents
20
Shareholders’ equity, capital distribution and earnings per share
21
Finance debt
22
Pensions
23
Provisions and other liabilities
24
Trade, other payables and provisions
25
Leases
26
Other commitments, contingent liabilities and contingent assets
27
Related parties
28
Financial instruments and fair value measurement
29
Subsequent events
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
165
1 Organisation
The Equinor Group (Equinor) consists of Equinor ASA and its subsidiaries. Equinor ASA
 
is incorporated and domiciled in Norway and
listed on the Oslo Børs (Norway) and the New York Stock Exchange (USA). The address of its registered office is Forusbeen 50, N-
4035 Stavanger, Norway.
Equinor’s objective is to develop, produce and market various forms of energy and
 
derived products and services, as well as other
businesses. The activities may also be carried out through participation in or cooperation with other
 
companies. Equinor Energy AS, a
100% owned operating subsidiary of Equinor ASA and owner of all of Equinor's oil and gas
 
activities and net assets on the Norwegian
continental shelf, is co-obligor or guarantor for certain debt obligations of Equinor ASA.
The Consolidated financial statements of Equinor for the full year 2023 were approved for issuance
 
by the board of directors on 12
March 2024 and is subject to approval by the annual general meeting on 14 May 2024.
2 Accounting policies
Statement of compliance
The Consolidated financial statements of Equinor ASA and its subsidiaries (Equinor) have been
 
prepared in accordance with IFRS
Accounting Standards as adopted by the European Union (EU) and with IFRS Accounting Standards
 
as issued by the International
Accounting Standards Board (IASB), IFRIC® Interpretations issued by IASB and the additional requirements
 
of the Norwegian
Accounting Act, effective on 31 December 2023.
Basis of preparation
The Consolidated financial statements are prepared on the historical cost basis with some exceptions where
 
fair value measurement
is applied. These exceptions are specifically disclosed in the accounting policies sections in relevant notes. The
 
material accounting
policies described in these Consolidated financial statements have been applied consistently to
 
all periods presented.
Certain amounts in the comparable years have been restated or reclassified to conform to current
 
year presentation. All amounts in
the Consolidated financial statements are denominated in USD millions, unless otherwise specified. The subtotals
 
and totals in some
of the tables in the notes may not equal the sum of the amounts shown in the primary
 
financial statements due to rounding.
The line items included in Total operating expenses in the Consolidated statement of income are presented as a combination of
function and nature in conformity with industry practice. Purchases [net of inventory variation]
 
and Depreciation, amortisation and net
impairments are presented on separate lines based on their nature, while Operating expenses
 
and Selling, general and administrative
expenses as well as Exploration expenses are presented on a functional basis. Significant
 
expenses such as salaries, pensions, etc.
are presented by their nature in the notes to the Consolidated financial statements.
Basis of consolidation
The Consolidated financial statements include the accounts of Equinor ASA and its subsidiaries
 
as well as Equinor’s interests in jointly
controlled and equity accounted investments. All intercompany balances and transactions, including unrealised
 
profits and losses
arising from Equinor's internal transactions, have been eliminated.
Foreign currency translation
Foreign exchange differences arising on translation of transactions, assets and liabilities to the functional currency of individual
entities in Equinor are recognised in the Consolidated statement of income as foreign exchange
 
gains or losses within Net financial
items. However, foreign exchange differences arising from the translation of estimate-based provisions are generally accounted for as
part of the change in the underlying estimate.
When preparing the Consolidated financial statements, the financial statements of entities with functional currencies other
 
than the
Group’s presentation currency USD are translated into USD, and the foreign exchange differences are recognised separately in
 
the
Consolidated statement of comprehensive income within Other comprehensive income (OCI).
The cumulative amount of such
translation differences relating to an entity is reclassified to the Consolidated statement of income and reflected as a part of the
gain or loss on disposal of that entity.
Loans from Equinor ASA to subsidiaries and equity accounted investments with other functional
 
currencies than the parent company,
and for which settlement is neither planned nor likely in the foreseeable future, are considered part
 
of the parent company’s net
investment in the subsidiary. Foreign exchange differences arising on such loans are recognised in OCI in the Consolidated financial
statements.
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
166
Statement of cash flows
In the statement of cash flows, operating activities are presented using the indirect method, where Income/(loss)
 
before tax is adjusted
for changes in inventories and operating receivables and payables, the effects of non-cash items such as depreciations,
 
amortisations
and impairments, provisions, unrealised gains and losses and undistributed profits from associates, and
 
items of income or expense
for which the cash effects are investing or financing cash flows. Increase/decrease in financial investments,
 
derivative financial
instruments, and other interest-bearing items are all presented net as part of Investing activities, either because
 
the transactions are
financial investments and turnover is quick, the amounts are large, and the maturities are short,
 
or due to materiality.
--------------------------------------------------------------------------------------------------------------------------------
Accounting judgement and key sources of estimation uncertainty
The preparation of the Consolidated financial statements requires management to make accounting
 
judgements, estimates and
assumptions.
Information about judgements made in applying the accounting policies that have the most
 
significant effects on the amounts
recognised in the Consolidated financial statements is described in the following notes:
Note 6 – Acquisitions and disposals
Note 7 – Total revenues and other income
Note 25 – Leases
Estimates used in the preparation of these Consolidated financial statements are prepared based on customised
 
models.
 
The
assumptions on which the estimates are based rely on historical experience, external sources of information
 
and various other factors
that management assesses to be reasonable under the current conditions and circumstances. These
 
estimates and assumptions form
the basis of making the judgements about carrying values of assets and liabilities
 
when these are not readily apparent from other
sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an
 
on-going
basis considering the current and expected future set of conditions.
Equinor is exposed to several underlying economic factors affecting the overall results, such as commodity
 
prices, foreign currency
exchange rates, market risk premiums and interest rates as well as financial instruments with
 
fair values derived from changes in
these factors. The effects of the initiatives to limit climate changes and the potential impact of the energy transition
 
are relevant to
several of these economic assumptions. In addition, Equinor's results are influenced by the level
 
of production, which in the short term
may be influenced by, for instance, maintenance programmes. In the long-term, the results are impacted by the success of
exploration, field developments and operating activities.
The most important matters in understanding the key sources of estimation uncertainty
 
are described in each of the following notes:
Note 3 – Climate change and energy transition
Note 11 – Income taxes
Note 12 – Property, plant and equipment
Note 13 – Intangible assets
Note 14 – Impairments
Note 23 – Provisions and other liabilities
Note 26 – Other commitments, contingent liabilities and contingent assets
--------------------------------------------------------------------------------------------------------------------------------
Adoption of new IFRS Accounting Standards, amendments to IFRS Accounting Standards
 
and IFRIC Interpretations
New IFRS Accounting Standards, amendments to IFRS Accounting Standards and IFRIC Interpretations effective and adopted
 
by
Equinor from 1 January 2023 do not have significant impact on Equinor’s Consolidated
 
financial statements upon adoption. This
includes among others IFRS 17 Insurance Contracts and amendments to IAS 12 International Tax Reform – Pillar Two Model Rules
(top-up tax).
IFRS Accounting Standards, amendments to IFRS Accounting Standards,
 
and IFRIC Interpretations issued, but not yet effective, are
either not expected to materially impact Equinor's Consolidated financial statements upon adoption or are
 
not expected to be relevant.
Equinor has not early adopted any IFRS Accounting Standard, amendments to IFRS Accounting Standards, or IFRIC
 
Interpretations
issued, but not yet effective.
3 Climate change and energy transition
Risks arising from climate change and the transition to a lower carbon economy
Policy, legal, regulatory,
 
market and technology developments related to climate change, can affect Equinor’s business plans
 
and
financial performance. Shifts in stakeholder focus between energy security, affordability and sustainability add uncertainty to delivery
and outcomes associated with Equinor’s strategy. In its long-term planning, Equinor analyses how the global energy markets may
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
167
develop, such as future changes in demand for Equinor’s products (oil, gas and
 
power in key markets). Commodity price sensitivities
are presented in a table below, including the World Energy Outlook 2023 (WEO) scenarios presented by International Energy Agency
(IEA), and in note 14 Impairments.
Equinor assesses climate risk from two perspectives: transition risk, which relates to the financial robustness
 
of the company’s
business model and portfolio in various decarbonisation scenarios; and physical climate risk, which relates
 
to the exposure and
potential vulnerability of Equinor’s assets to climate-related perils in different climate change scenarios. Equinor’s
 
net-zero strategy
and climate related ambitions are responses to the challenges and opportunities presented by the
 
energy transition. Below is a
summary of relevant risks and risk adjusting actions:
Risks – upsides and downsides
Risk adjusting actions
Transition risks
●
Stricter climate laws, regulations,
 
and policies as well
as adverse litigation outcomes could adversely impact
Equinor's financial results and outlook, including the
value of its assets. These might be direct impacts, or
indirect impacts through changes in consumer
behaviour or technology developments.
●
Changing demand and more cost-competitive
solutions for renewable energy and low-carbon
solutions represent both threats and opportunities for
Equinor future value creation and the value of
Equinor’s assets.
●
Multiple factors in the energy transition contribute to
uncertainty in future energy price assumptions and
changes in investor and societal sentiment can affect
Equinor’s access to capital markets and financing
costs.
●
 
Strong competition for assets, changing levels of
policy support, and different commercial/contractual
models may lead to diminishing returns within the
renewable and low carbon industries and hinder
Equinor ambitions. These investments may be
exposed to interest rate risk and inflation risk.
●
 
Equinor sees opportunities for value creation in the
energy transition both through optimisation of
Equinor’s oil and gas business and through utilising its
competitive capabilities across new areas of the
energy system. In a decarbonising world with a broad
energy mix, the expectation is that policymakers and
stakeholders will set a premium on oil and gas
produced in a responsible and increasingly carbon
efficient way.
●
Equinor monitors trends in relevant policies and
regulations and addresses regulatory and policy risk
in capital investment processes and through
enterprise risk management in the business line.
 
●
Equinor has developed its corporate strategy and
Energy transition plan (ETP) to demonstrate
commitment to a low carbon business transformation
that balances investor and societal expectations.
●
Equinor includes actual or default minimum carbon
pricing across investments, applies price robustness
criteria and routinely stress tests the portfolio for
different future price scenarios towards net zero.
Hurdle rates and other financial sensitivity testing are
included in decision making.
●
 
Equinor has presented an ambitious abatement plan
to reduce absolute emissions and emissions
intensity from its activities.
 
●
 
Equinor assesses climate-related risks related to
external technology development trends and invests
in research, innovation and technology ventures that
support positive value creation for its portfolio.
Examples of relevant technologies within Equinor’s
portfolio include carbon capture and storage (CCS),
blue/green hydrogen, battery technology, solar and
wind renewable energy, low CO2 intensity solutions,
improvements in methane emissions and application
of renewables in oil and gas production.
Physical
climate
risks
●
 
Changes in physical climate parameters could impact
Equinor 's operations, resulting in disruption to
operations, increased costs, or incidents. This could
be through extreme weather events or chronic
physical impacts such as rising sea level
accompanied by increased wave heights. As
Equinor’s renewable portfolio grows, unexpected
changes in meteorological parameters, such as
average wind speed or changes in wind patterns and
cloud cover can affect energy production as well as
factors such as maintenance and equipment lifetimes.
●
Physical climate risks are taken into account through
technical and engineering functions in design,
operations, and maintenance, with consideration of
how the external physical environment may be
changing.
●
 
With assistance from leading expert consultants and
climate scenario models, Equinor continues to
assess vulnerability of its assets to potential climate-
related changes in the physical environment.
However, there is uncertainty regarding the
magnitude of impact and time horizon for the
occurrence of physical impacts of climate change,
which leads to uncertainty regarding the potential
impact for Equinor.
Impact on Equinor’s financial statements
CO2-cost and EU ETS carbon credits
Equinor’s oil & gas operations in Europe are part of the EU Emission Trading System (EU ETS). Equinor
 
buys EU ETS allowances
(quotas or carbon credits) for the emissions related to its oil & gas production and processing. Currently Equinor
 
receives a share of
free quotas according to the EU ETS regulation, according to which free quotas are to be phased
 
out by 2035.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
168
Total expensed CO2 cost related to emissions and purchase of CO2 quotas in Equinor related to activities resulting in GHG emissions
(Equinor’s share of the operating licences in addition to land-based facilities)
 
amounted to USD 486 million in 2023, USD 510 million
in 2022 and USD 428 million in 2021. A large portion of the cost of CO2 is related to
 
the purchase of EU ETS quotas. The table below
shows, on a 100% operated basis, an analysis of number of quotas utilised and the related monetary
 
amounts recognised in financial
statements by Equinor’s operated licences and land-based facilities subject to the requirements
 
under EU ETS. Allocated free quotas
consist of actual free quotas received in ETS during the year. The closing balance for the number of quotas consists mainly of
purchased quotas for current year and remaining quotas after the settlement of current and
 
previous year(s), including free quotas.
The closing balance in USD consists mainly of the value of the remaining quotas after the preliminary
 
allocation of the current year
quotas.
Number of EU ETS quotas in
thousands
in USD million
2023
2022
2023
2022
Opening balance at 1 January
10,782
11,026
20
59
Allocated free quotas
356
3,697
Purchased quotas on the ETS market
7,822
5,985
708
509
Sold quotas on the ETS market
0
0
Returned excess free quotas
(544)
0
Settled quotas (offset against emissions)
(9,840)
(9,926)
(635)
(548)
Closing balance at 31 December
8,576
10,782
93
20
All numbers in the table are presented gross (100%) for Equinor operated licenses and include both
 
EU ETS and UK ETS quotas.
Investments in renewables and low carbon solutions
Equinor’s ambition is to build a focused, carbon efficient oil and gas portfolio complemented with
 
renewable and low-carbon solutions
to create long-term value while supplying reliable energy with progressively lower emissions. 2023
 
saw a significant increase in the
power generated from Equinor’s renewable portfolio as well as substantial
 
additions to the portfolio pipelines in renewables. However,
due to inflation and supply chain constraints, Equinor recognised an impairment in the
 
Renewables segment on the US North East
Coast offshore wind projects, see note 14 Impairments for more details.
Equinor’s investments in renewables are included as Additions to PP&E, intangibles
 
and equity accounted investments in the REN-
segment in note 5 Segments. See table below for details. Over the course of 2023, the
 
acquisition of BeGreen, a commercial-scale
offshore wind lease in California, Rio Energy in Brazil and investments related to projects in the
 
US and the UK contributed to the
significant increase in the book value compared to the prior year. See note 6 Acquisitions and disposals for more details.
(in USD million)
2023
2022
Offshore, REN
880
146
Onshore, REN
1,127
152
Total Additions to PP&E, intangibles and equity accounted investments - REN
2,007
298
Low carbon solutions (within MMP)
179
36
Accounting policies - cost of CO2 quotas
Purchased CO2 quotas under the EU Emissions Trading System (EU ETS) are reflected at cost in Operating expenses
 
as incurred in
line with emissions. Accruals for CO2 quotas required to cover emissions to date are valued at market
 
price and reflected as a current
liability within Trade, other payables and provisions. Quotas owned, but exceeding the emissions incurred to date, are carried in
 
the
balance sheet at cost price, classified as Other current receivables, as long as such purchased quotas
 
are acquired in order to cover
own emissions and may be kept to cover subsequent years’ emissions.
Obligations resulting from current year emissions and the corresponding amounts for quotas that
 
have been bought, paid, and
expensed, but which have not yet been surrendered to the relevant authorities, are reflected net
 
in the balance sheet.
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
169
Total Additions to PP&E, intangibles and equity accounted investments - REN
 
and
LCS
 
2,186
334
Equinor is making significant steps to industrialise CCS and is already involved in the Northern
 
Lights project in Norway providing CO2
transport and storage solutions (in partnership with Shell and TotalEnergies). Equinor is also pursuing CCS projects in other regions
that have the necessary frame conditions for low carbon solutions. The acquisition of a 25% stake in Bayou
 
Bend, positions Equinor to
be one of the largest US carbon capture and storage projects located along the Gulf Coast in Southeast
 
Texas. Acquisition
investments and capital contributions in these projects amounted to USD 179 million in 2023 (USD
 
36 million in 2022).
Investments in electrification of oil and gas assets
During 2023, Equinor invested around USD 200 million in electrification (around USD 250 million
 
in 2022). Equinor’s abatement
projects primarily include full and partly electrification of offshore assets in Norway at key fields and plants, including
 
the Troll,
Oseberg, Sleipner, Njord and the Hammerfest LNG plant, mainly by power from shore. Emissions abatement milestones in 2023
included the start-up of the Hywind Tampen offshore wind supplying carbon-free power to the Gullfaks A field and the electrification of
the Gina Krog field with power from shore.
Research and development activities (R&D)
Equinor is involved in several R&D projects aimed at optimizing oil and gas activities, reducing
 
emissions, and developing new
business opportunities in renewables and low carbon solutions. Equinor’s total R&D
 
activities are presented in note 9 Auditor’s
remuneration and Research and development expenditures (expensed R&D) and in note 12 Property, Plant & Equipment (capitalised
R&D).
Effects on estimation uncertainty
The effects of the initiatives to limit climate changes and the potential impact of the energy transition
 
are relevant to some of Equinor’s
economic assumptions and future cash flow estimations. The resulting effects and Equinor's exposure to them are
 
sources of
uncertainty. Estimating global energy demand and commodity prices towards 2050 is challenging due to various complex factors,
including technology change, taxation and production limits, which may change over time. This
 
could lead to significant changes in
accounting estimates, such as useful life (depreciation period and timing of asset retirement
 
obligations), value-in-use (impairment
assessments), and deferred tax assets (see note 11 Income taxes for expected utilisation period of tax losses carried forward and
recognised as deferred tax assets).
Commodity prices
Equinor’s commodity price assumptions applied in value-in-use impairment testing are based
 
on management’s best estimate of
future market trends. This price-set is currently not equal to the price-set in accordance with
 
achieving net zero emissions by 2050 as
outlined in the WEO Net Zero Emissions by 2050 scenario. Changes in how the world
 
acts with regards to achieving the goals in the
Paris agreement could have a negative impact on the valuation of Equinor’s
 
assets. Calculated possible impairments of upstream
production assets and certain intangible assets using assumed prices for two scenarios estimated
 
by the International Energy Agency
(IEA) are provided in the sensitivity table below. These illustrative impairment sensitivity calculations are based on a simplified model
with limitations as described in note 14 Impairments. A linear bridging was applied between current
 
prices and the first price point in
the price sets disclosed in both scenarios. USD 2 per bbl of transportation cost was added to the
 
Brent-prices in the scenarios for
comparability with management’s current best estimate. The IEA scenarios primarily stress oil and gas prices, not reflecting
 
the
potential impact on Equinor’s renewable and low carbon projects or trading
 
and refinery margins.
 
Furthermore, the MMP and REN
segments represent only around 12% of Equinor’s total book value of non-current
 
segment assets and equity accounted investments,
as disclosed in note 5 Segments.
Cost of CO
2
The EU ETS price has increased significantly from 25 EUR/tonne in 2020 to an average
 
cost of EU ETS allowances of 86 EUR/tonne
in 2023 (81 EUR/tonne in 2022). In its commodity price assumptions Equinor projects the
 
price to remain high, in the region of 80
EUR/tonne for the next couple of years in real 2023 terms. In 2040 the price expected to increase
 
to around 130 EUR/tonne (109
EUR/tonne projected in 2022), thereafter increasing to around 150 EUR/tonne in 2050 (135 EUR/tonne
 
project in 2022) in real 2023
terms. As such, Equinor expects greenhouse gas emission costs to increase from current levels
 
and to have a wider geographical
range than today, and a global tax on CO2 emissions will have a negative impact on the valuation of Equinor’s oil and gas assets.
Currently, Equinor pays CO2 fees in Norway, the UK, Germany,
 
Canada and Nigeria. Norway’s Climate Action Plan for the period
2021-2030 (Meld. St 13 (2020-2021)) which assumes a gradually increased CO2 tax (the total
 
of EU ETS + Norwegian CO2 tax) in
Norway to 2,000 NOK/ tonne (real 2020) in 2030 is used for impairment calculations of Norwegian
 
upstream assets.
Equinor’s responses to this risk include evaluation of carbon intensity on
 
both project and portfolio level in investment and divestment
decisions. Equinor currently uses an internal cost of carbon, set at 82 USD/tonne in 2025 and increasing
 
to 115 USD/ tonne by 2030
and staying flat thereafter (in countries with higher carbon costs, country specific cost expectations
 
are used). This cost-scenario is
uncertain but serves as a placeholder for possible future CO2 pricing systems, making sure the assets
 
are financially robust.
Climate-related considerations are included directly in the impairment calculations by estimating
 
the CO2 taxes in the cash flows, and
indirectly through estimated commodity prices related to supply and demand. The CO2 prices also
 
have effect on the estimated
production profiles and economic cut-off of the projects. To reflect that carbon will have a cost for all Equinor’s assets, the current best
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
170
estimate of CO
2
 
prices is considered to be EU ETS for countries outside EU where carbon is
 
not already subject to taxation or where
Equinor has not established specific estimates.
Sensitivity table
The table below presents some relevant prices and variables compared to management’s best estimate, and an illustrative
 
potential
impairment effect given these scenarios. The scenario price-sets were retrieved from IEA’s report, World Energy Outlook 2023. Prices
were adjusted for inflation and presented in Real 2023. See section Profitable portfolio in Chapter
 
2.2. in the Integrated annual report
for more details about the scenarios:
 
Management's price assumptions
1)
Net Zero Emissions (NZE) by 2050
Scenario
4)
Announced Pledges Scenario (APS)
5)
Brent blend, 2030
78
USD/bbl
46
USD/bbl
79
USD/bbl
Brent blend, 2040
73
USD/bbl
37
USD/bbl
72
USD/bbl
Brent blend, 2050
68
USD/bbl
28
USD/bbl
65
USD/bbl
TTF, 2030
9.1
USD/MMBtu
4.5
USD/MMBtu
6.8
USD/MMBtu
TTF, 2040
9.5
USD/MMBtu
4.4
USD/MMBtu
6.2
USD/MMBtu
TTF, 2050
9.5
USD/MMBtu
4.3
USD/MMBtu
5.6
USD/MMBtu
EU ETS
2), 3)
, 2030
123
USD/tCO
2
146
USD/tCO
2
141
USD/tCO
2
EU ETS
2), 3)
, 2040
150
USD/tCO
2
214
USD/tCO
2
182
USD/tCO
2
EU ETS
2), 3)
, 2050
176
USD/tCO
2
261
USD/tCO
2
208
USD/tCO
2
Illustrative potential impairment (USD)
~
10.0
billion
~
3.0
billion
1)
 
Management’s future commodity price assumptions
 
applied when estimating value in use, see note 14
 
Impairments.
2)
 
Scenarios: Price of CO
2
 
quotas in advanced economies with net zero pledges,
 
not including any other CO
2
 
taxes.
3)
 
EU ETS price assumptions have been translated from EUR
 
to USD using Equinor’s assumptions for currency rates, EUR/USD
 
= 1,176.
4)
 
A scenario where all national energy and climate targets
 
made by governments are met on time and in full. Using
 
this scenario, the world is expected to
reach a 1.7ºC increase in the year 2100.
5)
 
A scenario where the world moves on a potential path towards
 
limiting global warming to 1.5 °C relative to pre-industrial
 
levels.
Compared to last year’s results, the illustrative potential impairments associated with
 
the APS scenario have increased from less than
USD 0.5 billion to around USD 3 billion. Similarly, the NZE scenario has increased to around USD 10 billion, compared to around USD
4 billion last year. This is significantly impacted by the linear bridging between the current commodity prices and the first price
 
point for
the WEO scenarios, consistent with previous year’s methodology, but with lower current prices this year.
An increase in systematic climate risk may result in a higher discount rate applied for impairment
 
testing purposes. Please see note 14
Impairments for further information on discount rate sensitivity.
Robustness of Equinor’s portfolio, and risk of stranded assets
The transition to renewable energy, technological development, and the expected reduction in global demand for carbon-based
energy, may impact the future profitability of certain upstream oil and gas assets. Equinor uses scenario analysis to outline different
possible energy futures, some of which imply lower oil and natural gas prices and higher CO
2
 
tax. If this materialises, it can lead to a
decrease in the cash flow from oil and gas, and potentially reduce the economic lifetime
 
of some assets. Equinor seeks to mitigate this
risk by improving the resilience of the existing upstream portfolio, maximising the efficiency of the infrastructure
 
on the NCS and
optimising the high-quality international portfolio. The project portfolio is robust to low oil and gas
 
prices and actions are in place to
maintain cost discipline across the company. Equinor will continue to add high value barrels to the portfolio through exploration and
increased recovery, with the expectation to maintain strong oil and gas cash flow from operations until 2035. Equinor aims to maintain
significant capex flexibility in the current portfolio, with only sanctioned projects being committed representing
 
less than 50% of the
yearly organic capex from 2025. This is expected to allow Equinor to optimise and re-prioritise non-sanctioned
 
projects to ensure
continued generation of high value through cycles. Equinor will continuously assess the
 
current and future exposure of its portfolio and
take preventative measures to manage physical climate risks.
Based on the current production profiles, approximately 65% of Equinor’s proved oil
 
and gas reserves, as defined by the SEC, are
expected to be produced in the period 2024-2030 and more than 99% in the period 2024-2050.
 
This indicates a lower risk of early
cessation of production and can provide flexibility in adapting to the changing market conditions
 
or a shift in global energy demand.
Equinor aims to continue to selectively explore for new resources with a focus on mature areas with existing infrastructure to
minimise emissions and maximise value. During the transition, Equinor anticipates allocating a reducing share of its gross
capex to oil and gas in the coming years and the volume of production is likely to decrease over time. Reaching Equinor’s net
50% reduction ambition for operated scope 1 and 2 emissions will require a company-wide, coordinated effort to execute and
mature the abatement projects, improve energy efficiency, develop new technologies, and strengthen the resilience of the
portfolio. Equinor aims to achieve a 20% reduction in net carbon intensity by 2030 and a 40% reduction by 2035, including
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
171
scope 3 emissions. The combination of increased renewables and decarbonised energy, the scale up of low carbon solutions
such as CCS and optimisation of the oil and gas portfolio provides confidence that Equinor can meet its medium-term
ambitions. As such, Equinor’s ambition to become a net-zero company by 2050 have currently not resulted in the identification
of additional assets being triggered for impairment or earlier cessation.
Any future exploration may be restricted by regulations, market, and strategic considerations. Provided that
 
the economic assumptions
would deteriorate to such an extent that undeveloped assets controlled by Equinor should not materialise,
 
assets at risk are mainly
comprised of the intangible assets Oil and Gas prospects, signature bonuses and the capitalised
 
exploration costs, with a total
carrying value of USD 3,205 million in 2023 (USD 3,634 million in 2022). See note
 
13 Intangible assets for more information regarding
Equinor’s intangible assets.
Timing of Asset Retirement Obligations (ARO)
As mentioned above, there are currently no assets triggered for earlier cessation as a result
 
of Equinor’s ambition to become a net-
zero company by 2050. However, if the business cases of Equinor’s producing oil and gas assets should change materially, this could
affect the timing of cessation of the assets. A shorter production period will increase the carrying value
 
of the liability. To
 
illustrate,
performing removal five years earlier than currently scheduled would increase the liability by around USD
 
1.2 billion before tax (around
USD 1 billion in 2022). See note 23 Provisions and other liabilities for more information
 
regarding Equinor’s ARO, including expected
timing of cash outflows of recognised asset retirement obligations. The most significant cash
 
outflows are expected within the year
2043.
4 Financial risk and capital management
General information and financial risks
Equinor's business activities naturally expose Equinor to financial risks such as market risk (including
 
commodity price risk, currency
risk, interest rate risk and equity price risk), liquidity risk and credit risk. Equinor’s
 
approach to risk management includes assessing
and managing risk in activities using a holistic risk approach, by considering relevant correlations at portfolio
 
level between the most
important market risks and the natural hedges inherent in Equinor’s portfolio. This
 
approach allows Equinor to reduce the number of
risk management transactions and avoid sub-optimisation.
The corporate risk committee, which is an advisory body in Enterprise Risk Management, is responsible for Equinor’s
 
Enterprise Risk
Management and for proposing appropriate measures to adjust risk at the corporate level.
 
This includes assessing Equinor’s financial
risk policies.
Market risk
Equinor operates in the worldwide crude oil, refined products, natural gas, and electricity
 
markets and is exposed to market risks
including fluctuations in hydrocarbon prices, foreign currency rates, interest rates, and electricity
 
prices that can affect the revenues
and costs of operating, investing, and financing. These risks are managed primarily on a short-term basis with
 
a focus on achieving
the highest risk-adjusted returns for Equinor within the given mandate. Long-term exposures
 
are managed at the corporate level,
while short-term exposures are managed according to trading strategies and mandates. Mandates in
 
the trading organisations within
crude oil, refined products, natural gas, and electricity are relatively restricted compared to
 
the total market risk of Equinor.
Commodity price risk
Equinor’s most important long-term commodity risk (crude oil and natural gas)
 
is related to future market prices as Equinor´s risk
policy is to be exposed to both upside and downside price movements. In the longer
 
term, also power price risk is to a large extent
expected to contribute to Equinor’s commodity price risk portfolio.
To manage short-term commodity risk, Equinor enters into
commodity-based derivative contracts, including futures, options, over-the-counter (OTC) forward contracts, market
 
swaps and
contracts for differences related to crude oil, petroleum products, natural gas, power and emissions. Equinor’s
 
bilateral gas sales
portfolio is exposed to various price indices with a combination of gas price markers.
The term of crude oil and refined oil products derivatives are usually less than one year, and they are traded mainly on the Inter-
Continental Exchange (ICE), the CME group, the OTC Brent market, and crude and refined
 
products swap markets. The term of
natural gas, power, and emission derivatives is usually three years or less, and they are mainly OTC physical forwards and options,
NASDAQ OMX Oslo forwards, and futures traded on the European Energy Exchange (EEX), NYMEX
 
and ICE.
The table below contains the commodity price risk sensitivities of Equinor's commodity-based derivative
 
contracts. Equinor's assets
and liabilities resulting from commodity-based derivative contracts consist of both exchange traded and non-exchange traded
instruments, including embedded derivatives that have been bifurcated and recognised at fair value
 
in the Consolidated balance
sheet.
Price risk sensitivities at the end of 2023 and 2022 at 30% are assumed to represent a reasonably possible change based
 
on the
duration of the derivatives. Since none of the derivative financial instruments included in the
 
table below are part of hedging
relationships, any changes in the fair value would be recognised in the Consolidated
 
statement of income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
172
Commodity price sensitivity
At 31 December
2023
2022
(in USD million)
- 30%
+ 30%
- 30%
+ 30%
Crude oil and refined products net gains/(losses)
442
(442)
666
(666)
Natural gas, electricity and CO2 net gains/(losses)
86
(52)
(3)
140
Currency risk
Equinor’s cash flows from operating activities deriving predominantly from oil and gas
 
sales, operating expenses and capital
expenditures are mainly in USD, but taxes, dividends to shareholders on the Oslo Børs and a
 
share of our operating expenses and
capital expenditures are in NOK. Accordingly, Equinor’s currency management is primarily linked to mitigate currency risk related to
payments in NOK. This means that Equinor regularly purchases NOK, primarily spot,
 
but also on a forward basis using conventional
derivative instruments.
The following currency risk sensitivity for financial instruments has been calculated, by assuming
 
a 11% reasonable possible change
in the most relevant foreign currency exchange rates that impact Equinor’s
 
financial accounts, based on balances at 31 December
2023. As of 31 December 2022, a change of 12% in the most relevant foreign currency
 
exchange rates was viewed as a reasonable
possible change. With reference to the table below, a negative figure represents a negative equity impact / loss, while a positive
 
figure
represents a positive equity impact / gain.
Currency risk sensitivity
At 31 December 2023
(in USD million)
NOK
EUR
GBP
Impact from an 11% strengthening of given currency vs USD on:
Shareholders equity through OCI
1,519
406
903
Shareholders equity through P&L
(413)
(418)
(92)
Impact from an 11% weakening of given currency vs USD on:
Shareholders equity through OCI
(1,519)
(406)
(903)
Shareholders equity through P&L
413
418
92
Currency risk sensitivity
At 31 December 2022
(in USD million)
NOK
EUR
GBP
Impact from a 12% strengthening of given currency vs
 
USD on:
Shareholders equity through OCI
3,552
837
750
Shareholders equity through P&L
(889)
(259)
(389)
Impact from a 12% weakening of given currency
 
vs USD on:
Shareholders equity through OCI
(3,552)
(837)
(750)
Shareholders equity through P&L
889
259
389
Interest rate risk
Bonds are normally issued at fixed rates in a variety of currencies (among others USD, EUR
 
and GBP) and some of these bonds are
converted to floating USD bonds by using interest rate and currency swaps. Equinor manages its
 
interest rates exposure on its bond
portfolio based on risk and reward considerations from an enterprise risk management perspective. This means
 
that the fixed/floating
mix on interest rate exposure may vary from time to time. For more detailed information
 
about Equinor’s long-term debt portfolio see
note 21 Finance debt.
The following interest rate risk sensitivity has been calculated by assuming a change of 1.3
 
percentage points as a reasonable
possible change in interest rates at the end of 2023. In 2022, a change of 1.2 percentage
 
points in interest rates was viewed as a
reasonable possible change. A decrease in interest rates will have an estimated positive impact
 
on net financial items in the
Consolidated statement of income, while an increase in interest rates will have an estimated negative
 
impact on net financial items in
the Consolidated statement of income.
Interest risk sensitivity
At 31 December
2023
2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
173
(in USD million)
 
- 1.3 percentage
points
+ 1.3 percentage
points
 
- 1.2 percentage
points
+ 1.2 percentage
points
Positive/(negative) impact on net financial items
336
(333)
369
(366)
Equity price risk
Equinor’s captive insurance company holds listed equity securities as part of its portfolio.
 
In addition, Equinor holds some other listed
and non-listed equities mainly for long-term strategic purposes. By holding these assets, Equinor
 
is exposed to equity price risk,
defined as the risk of declining equity prices, which can result in a decline in the carrying
 
value of certain Equinor’s assets recognised
in the balance sheet. The equity price risk in the portfolio held by Equinor’s captive insurance
 
company is managed, with the aim of
maintaining a moderate risk profile, through geographical diversification and the use of broad
 
benchmark indexes.
The following equity price risk sensitivity has been calculated, by assuming a 35% reasonable possible
 
change in equity prices that
impact Equinor’s financial accounts, based on balances at 31 December 2023. At 31 December
 
2022, a change of 35% in equity
prices was equally viewed as a reasonable possible change. The estimated gains and the
 
estimated losses following from a change in
equity prices would impact the Consolidated statement of income.
Equity price sensitivity
At 31 December
2023
2022
(in USD million)
- 35%
+ 35%
- 35%
+ 35%
Net gains/(losses)
(552)
552
(450)
450
Liquidity risk
Liquidity risk is the risk that Equinor will not be able to meet obligations of financial
 
liabilities when they become due. The purpose of
liquidity management is to ensure that Equinor always has sufficient funds available to cover its financial obligations.
The main cash outflows include the quarterly dividend payments and Norwegian petroleum tax
 
payments made six times per year.
Trading in collateralised commodities and financial contracts also exposes Equinor to liquidity risk related to potential collateral calls
from counterparties.
 
If the cash flow forecasts indicate that the liquid assets will fall below target levels,
 
new long-term funding will be considered. Equinor
raises debt in all major capital markets (USA, Europe and Asia) for long-term funding purposes.
 
The policy is to have a maturity profile
with repayments not exceeding 5% of capital employed in any year for the nearest five years. Equinor’s
 
non-current financial liabilities
have a weighted average maturity of approximately nine years. For more information about Equinor’s
 
non-current financial liabilities,
see note 21 Finance debt.
Short-term funding needs will normally be covered by the USD 5.0 billion US Commercial paper programme
 
(CP) which is backed by
a revolving credit facility of USD 6.0 billion, supported by 19 core banks, maturing in 2026.
 
The facility supports secure access to
funding, supported by the best available short-term rating. As at 31 December 2023 the facility
 
has not been drawn upon.
The table below shows a maturity profile, based on undiscounted contractual cash flows, for Equinor’s
 
financial liabilities.
At 31 December
2023
2022
(in USD million)
Non-derivative financial
liabilities
Lease
liabilities
Derivative
financial
liabilities
Non-derivative financial
liabilities
Lease
liabilities
Derivative
financial
liabilities
Year 1
20,209
1,369
857
20,172
1,325
1,065
Year 2 and 3
6,035
1,434
636
6,292
1,421
752
Year 4 and 5
 
5,601
496
404
5,785
504
486
Year 6 to 10
6,846
405
1,016
8,749
465
1,202
After 10 years
10,751
72
340
11,204
120
706
Total specified
49,442
3,776
3,253
52,202
3,835
4,211
Credit risk
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
174
Credit risk is the risk that Equinor’s customers or counterparties will cause Equinor financial
 
loss by failing to honour their obligations.
Credit risk arises from credit exposures with customer accounts receivables as well as from financial investments,
 
derivative financial
instruments and deposits with financial institutions. Equinor uses risk mitigation tools to
 
reduce or control credit risk both on a
counterparty and portfolio level. The main tools include bank and parental guarantees, prepayments,
 
and cash collateral.
Prior to entering into transactions with new counterparties, Equinor’s credit policy requires all
 
counterparties where Equinor has
material credit exposure to be formally identified and assigned internal credit ratings. The internal credit ratings
 
reflect Equinor’s
assessment of the counterparties' credit risk and are based on a quantitative and qualitative analysis
 
of recent financial statements
and other relevant business information. All counterparties are re-assessed regularly.
Equinor has pre-defined limits for the absolute credit risk level allowed at any given time on Equinor’s
 
portfolio as well as maximum
credit exposures for individual counterparties. Equinor monitors the portfolio on a regular basis
 
and individual, material exposures
against limits on a daily basis. Equinor’s total credit exposure is geographically diversified
 
among a number of counterparties within
the oil and energy sector, as well as larger oil and gas consumers and financial counterparties. The majority of Equinor’s
 
credit
exposure is with investment- grade counterparties.
The following table contains the carrying amount of Equinor’s financial receivables
 
and derivative financial instruments split by
Equinor’s assessment of the counterparty's credit risk. Trade and other receivables include 1% overdue receivables of more
 
than 30
days. A provision has been recognised for expected credit losses of trade and other receivables
 
using the expected credit loss model.
Only non-exchange traded instruments are included in derivative financial instruments.
(in USD million)
Non-current financial
receivables
Trade and other
receivables
Non-current
derivative financial
instruments
Current derivative
financial instruments
At 31 December 2023
Investment grade, rated A or above
193
5,857
305
565
Other investment grade
8
5,132
7
565
Non-investment grade or not rated
140
5,204
247
248
Total financial assets
341
16,193
559
1,378
At 31 December 2022
Investment grade, rated A or above
1,633
6,125
390
1,715
Other investment grade
12
8,725
41
1,393
Non-investment grade or not rated
14
6,761
259
931
Total financial assets
1,659
21,611
690
4,039
For more information about Trade and other receivables, see note 18 Trade and other receivables.
The table below presents the amounts offset under the terms of various offsetting agreements for financial assets and
liabilities. These agreements are mainly entered into to manage the credit risks associated with over-the-counter commodity
trading as well as regular commodity purchases and sales and enable Equinor and their counterparties to set off financial
liabilities against financial assets in the ordinary course of business as well as in case of default. In addition, exchange-traded
commodity derivatives are offset towards collateral receipts/payments as a result of day-to-day cash settlements based on
change in fair value of open derivative positions. Amounts not qualifying for offsetting consists of collateral receipts or
payments which usually is settled on a gross basis. Normally these amounts will offset in a potential default situation. There
exist no restrictions on collaterals received.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
175
(in USD million)
Gross amounts of
recognised
financial assets/
liabilities
Gross amounts
offset in the
balance sheet
Net amounts
presented in the
balance sheet
Amounts of
remaining rights
to set-off not
qualifying for
offsetting
Net amount
At 31 December 2023
Financial assets
Trade receivables
17,139
3,133
14,006
0
14,006
Collateral receivables
8,713
6,526
2,186
2,186
0
Derivative financial instruments
12,767
10,829
1,937
677
1,260
Total financial assets
38,619
20,488
18,129
2,863
15,266
Financial liabilities
Trade payables
14,184
3,133
11,051
0
11,051
Collateral liabilities
7,791
7,333
458
458
0
Derivative financial instruments
13,437
10,023
3,414
2,405
1,009
Total financial liabilities
35,412
20,488
14,923
2,863
12,060
(in USD million)
Gross amounts of
recognised
financial assets/
liabilities
Gross amounts
offset in the
balance sheet
Net amounts
presented in the
balance sheet
Amounts of
remaining rights
to set-off not
qualifying for
offsetting
Net amount
At 31 December 2022
Financial assets
Trade receivables
25,607
7,464
18,143
0
18,143
Collateral receivables
16,923
13,455
3,468
3,468
0
Derivative financial instruments
28,535
23,806
4,730
1,708
3,022
0
Total financial assets
71,065
44,725
26,341
5,176
21,164
Financial liabilities
Trade payables
19,913
7,464
12,449
0
12,449
Collateral liabilities
13,936
12,365
1,571
1,571
0
Derivative financial instruments
31,377
24,895
6,482
3,605
2,877
Total financial liabilities
65,226
44,725
20,502
5,176
15,326
Capital management
The main objectives of Equinor's capital management policy are to maintain a strong overall financial
 
position and to ensure sufficient
financial flexibility. Equinor’s primary focus is on maintaining its credit rating in the A category on a stand alone basis (excluding uplifts
for Norwegian Government ownership). Equinor’s current long-term ratings are AA- with
 
a stable outlook (including one notch uplift)
and Aa2 with a stable outlook (including two notch uplift) from S&P
 
and Moody’s, respectively. In order to monitor financial robustness,
a key ratio utilised by Equinor is the non-GAAP metric of “Net interest-bearing debt adjusted
 
(ND2) to Capital employed adjusted
(CE2)”.
At 31 December
(in USD million)
2023
2022
Net interest-bearing debt adjusted, including lease
 
liabilities (ND1)
(5,040)
(6,750)
Net interest-bearing debt adjusted (ND2)
(8,610)
(10,417)
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
176
Capital employed adjusted, including lease liabilities
 
(CE1)
43,460
47,239
Capital employed adjusted (CE2)
39,890
43,571
Net debt to capital employed adjusted, including
 
lease liabilities (ND1/CE1)
(11.6%)
(14.3%)
Net debt to capital employed adjusted (ND2/CE2)
(21.6%)
(23.9%)
ND1 is defined as Equinor's interest-bearing financial liabilities less cash and cash equivalents and current
 
financial investments,
adjusted for collateral deposits and balances held by Equinor's captive insurance company (amounting to USD
 
2,030 million and USD
6,538 million for 2023 and 2022, respectively). CE1 is defined as Equinor's total equity (including
 
non-controlling interests) and ND1.
ND2 is defined as ND1 adjusted for lease liabilities (amounting to USD 3,570
 
million and USD 3,668 million for 2023 and 2022,
respectively). CE2 is defined as Equinor's total equity (including non-controlling interests) and ND2.
 
5 Segments
Accounting policies
Equinor’s operations are managed through operating segments identified on the
 
basis of those components of Equinor that are
regularly reviewed by the chief operating decision maker, Equinor's Corporate Executive Officer (CEO). The reportable segments
Exploration & Production Norway (E&P Norway), Exploration & Production International (E&P
 
International), Exploration & Production
USA (E&P USA), Marketing, Midstream & Processing (MMP) and Renewables
 
(REN) correspond to the operating segments. The
operating segments Projects, Drilling & Procurement (PDP), Technology, Digital & Innovation (TDI) and Corporate staff and functions
are aggregated into the reportable segment Other based on materiality. The majority of the costs in PDP and TDI is allocated to the
three Exploration & Production segments, MMP and REN.
The accounting policies of the reporting segments equal those described in these Consolidated
 
financial statements, except for the
line-item Additions to PP&E, intangibles and Equity accounted investments in which movements
 
related to changes in asset
retirement obligations are excluded as well as provisions for onerous contracts which reflect only
 
obligations towards group external
parties. The measurement basis of segment profit is net operating income/(loss). Deferred tax assets,
 
pension assets, non-current
financial assets, total current assets and total liabilities are not allocated to the segments. Transactions between the segments,
 
mainly
from the sale of crude oil, gas, and related products, are performed at defined internal prices which
 
have been derived from market
prices. The transactions are eliminated upon consolidation.
The Exploration & Production operating segments are responsible for the discovery and appraisal
 
of new resources, commercial
development and safe and efficient operation of the oil and gas portfolios within their respective geographical
 
areas: E&P Norway on
the Norwegian continental shelf, E&P USA in USA and E&P International worldwide
 
outside of E&P Norway and E&P USA.
PDP is responsible for global project development, well deliveries, and sourcing across Equinor.
TDI encompasses research, technology development, specialist advisory services, digitalisation, IT, improvement, innovation, and
ventures and future business.
MMP is responsible for the marketing, trading, processing and transportation of crude oil and condensate,
 
natural gas, NGL and
refined products, and includes refinery, terminals, and processing plant operation. MMP is also managing power and emissions trading
and the development of transportation solutions for natural gas, liquids, and crude oil, including pipelines,
 
shipping, trucking and rail. In
addition, MMP is in charge of low carbon solutions in Equinor.
REN is developing, exploring, investing in, and operating areas within renewable energy such
 
as offshore wind, green hydrogen,
storage solutions, and solar power.
Segment information for the years ended 31 December 2023, 2022, and 2021 are presented
 
below. For revenues per geographical
area, please see note 7 Total revenues and other income. For further information on the following items affecting the segments,
please refer to the related notes: note 6 Acquisitions and disposals, note 14 Impairments, and note 26 Other
 
commitments, contingent
liabilities, and contingent assets.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
177
 
2023
E&P
Norway
 
E&P
International
E&P USA
MMP
REN
Other
Eliminations
 
Total group
(in USD million)
Revenues third party
230
993
277
105,242
20
85
0
106,848
Revenues and other income inter-segment
37,999
6,009
4,009
633
12
33
(48,695)
0
Net income/(loss) from equity accounted
investments
0
28
0
12
(33)
(8)
0
(1)
Other income
111
1
32
23
18
142
0
327
Total revenues and other income
 
38,340
7,032
4,319
105,908
17
253
(48,695)
107,174
Purchases [net of inventory variation]
0
(70)
0
(95,769)
0
(1)
47,665
(48,175)
Operating, selling, general and
administrative expenses
(3,759)
(2,176)
(1,178)
(4,916)
(462)
(201)
893
(11,800)
Depreciation and amortisation
(4,429)
(2,123)
(1,779)
(897)
(12)
(133)
0
(9,373)
Net impairment (losses)/reversals
(588)
(310)
290
(343)
(300)
(10)
0
(1,260)
Exploration expenses
(476)
(20)
(299)
0
0
0
0
(795)
Total operating expenses
(9,253)
(4,700)
(2,966)
(101,925)
(774)
(345)
48,558
(71,404)
Net operating income/(loss)
29,087
2,332
1,353
3,984
(757)
(92)
(137)
35,770
Additions to PP&E, intangibles and equity
accounted investments
5,939
4,376
1,206
844
2,007
128
0
14,500
Balance sheet information
Equity accounted investments
 
3
0
0
783
1,665
57
0
2,508
Non-current segment assets
 
28,915
17,977
11,049
3,997
1,575
1,018
0
64,530
Non-current assets not allocated to
segments
 
14,487
Total non-current assets
 
81,525
Assets classified as held for sale
0
1,064
0
0
0
0
0
1,064
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
178
 
2022
E&P
Norway
E&P
International
E&P
 
USA
MMP
REN
Other
Eliminations
Total group
(in USD million)
Revenues third party
304
1,099
305
147,164
16
115
0
149,004
Revenues and other income inter-segment
74,631
6,124
5,217
527
0
55
(86,554)
0
Net income/(loss) from equity accounted
investments
0
172
0
406
58
(16)
0
620
Other income
994
35
0
9
111
33
0
1,182
Total revenues and other income
 
75,930
7,431
5,523
148,105
185
187
(86,554)
150,806
Purchases [net of inventory variation]
0
(116)
0
(139,916)
0
0
86,227
(53,806)
Operating, selling, general and
administrative expenses
(3,782)
(1,698)
(938)
(4,591)
(265)
(223)
904
(10,593)
Depreciation and amortisation
(4,986)
(1,445)
(1,422)
(881)
(4)
(142)
0
(8,878)
Net impairment (losses)/reversals
819
(286)
1,060
895
0
0
0
2,487
Exploration expenses
(366)
(638)
(201)
0
0
0
0
(1,205)
Total operating expenses
(8,315)
(4,183)
(1,501)
(144,493)
(269)
(365)
87,130
(71,995)
Net operating income/(loss)
67,614
3,248
4,022
3,612
(84)
(178)
577
78,811
Additions to PP&E, intangibles and equity
accounted investments
4,922
2,623
764
1,212
298
176
0
9,994
Balance sheet information
Equity accounted investments
 
3
550
0
688
1,452
65
0
2,758
Non-current segment assets
 
28,510
15,868
11,311
4,619
316
1,031
0
61,656
Non-current assets not allocated to
segments
 
15,437
Total non-current assets
 
79,851
Assets classified as held for sale
0
1,018
0
0
0
0
0
1,018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
179
2021
E&P
Norway
E&P
International
E&P
 
USA
MMP
REN
Other
Eliminations
Total group
(in USD million)
Revenues third party
261
1,115
377
86,883
8
99
0
88,744
Revenues and other income inter-segment
38,972
4,230
3,771
321
0
41
(47,335)
0
Net income/(loss) from equity accounted
investments
0
214
0
22
16
7
0
259
Other income
154
5
0
168
1,386
208
0
1,921
Total revenues and other income
39,386
5,565
4,149
87,393
1,411
355
(47,335)
90,924
Purchases [net of inventory variation]
0
(58)
0
(80,873)
0
(1)
45,772
(35,160)
Operating, selling, general and
administrative expenses
(3,653)
(1,405)
(1,074)
(3,753)
(163)
(432)
1,102
(9,378)
Depreciation and amortisation
(6,002)
(1,734)
(1,665)
(869)
(3)
(158)
0
(10,432)
Net impairment (losses)/reversals
1,102
(1,587)
(69)
(735)
0
2
0
(1,287)
Exploration expenses
(363)
(451)
(190)
0
0
0
0
(1,004)
Total operating expenses
(8,915)
(5,237)
(2,998)
(86,230)
(166)
(590)
46,873
(57,261)
Net operating income/(loss)
30,471
329
1,150
1,163
1,245
(234)
(461)
33,663
Additions to PP&E, intangibles and equity
accounted investments
4,943
1,834
690
517
457
64
0
8,506
Balance sheet information
Equity accounted investments
3
1,417
0
113
1,108
45
0
2,686
Non-current segment assets
36,502
15,422
11,406
4,006
157
1,032
0
68,527
Non-current assets not allocated to
segments
13,406
Total non-current assets
84,618
Assets classified as held for sale
0
676
0
0
0
0
0
676
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
180
Non-current assets by country
At 31 December
(in USD million)
2023
2022
Norway
32,977
33,242
USA
12,587
12,343
Brazil
10,871
9,400
UK
5,535
3,688
Canada
1,157
1,171
Angola
1,103
895
Denmark
973
497
Argentina
648
615
Algeria
474
622
Poland
447
270
Other
265
1,672
Total non-current assets
1)
67,038
64,414
1)
Excluding deferred tax assets, pension assets and
 
non-current financial assets. Non-current assets
 
are attributed to country of
operations.
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
181
6 Acquisitions and disposals
Accounting policies
Business combinations and divestments
Business combinations, except for transactions between entities under common control, are accounted for
 
using the acquisition
method when control is transferred to the group. The purchase price includes total consideration
 
paid to acquire the entity’s assets
and liabilities, as well as contingent consideration at fair value. The acquired identifiable
 
assets, liabilities and contingent liabilities are
measured at fair value at the date of the acquisition. Acquisition costs incurred are expensed under
 
Selling, general and administrative
expenses. Changes in the fair value of contingent consideration resulting from events after the
 
acquisition date are recognised in the
Consolidated statement of income under Other income.
Equinor recognises a gain or loss on disposal of a subsidiary when control is lost. Any interest retained
 
in the former subsidiary is
measured at fair value at the time of loss of control. However, when partially divesting subsidiaries that do not constitute a business,
and where the retained investment in the former subsidiary is an associate or a jointly
 
controlled investment, Equinor recognises the
gain or loss only on the divested part within Other income or Operating expenses,
 
respectively. The interest retained in the former
subsidiary is initially not remeasured, and subsequently accounted for using the equity method.
On the NCS, all disposals of assets are performed including the tax base (after-tax). Any gain
 
includes the release of tax liabilities
previously recognised related to the assets in question and is recognised in full in Other income in
 
the Consolidated statement of
income.
Assets classified as held for sale
Non-current assets are classified separately as held for sale in the Consolidated balance sheet
 
when a sale is highly probable. This
condition is met when an asset is available for immediate sale in its present condition,
 
Equinor’s management is committed to the
sale, and the sale is expected to be completed within one year from the date
 
of classification. In Equinor, these requirements are
normally met when management has approved a negotiated letter of intent with the
 
counterparties (a ‘DGC’). Liabilities directly
associated with the assets classified as held for sale and expected to be included as part
 
of the sales transaction, are also classified
separately.
Accounting judgement regarding acquisitions
Determining whether an acquisition meets the definition of a business combination requires judgement to
 
be applied on a case-by-
case basis. Acquisitions are assessed to establish whether the transaction represents a business
 
combination or an asset purchase,
and the conclusion may materially affect the financial statements both in the transaction period and subsequent
 
periods. Similar
assessments are performed upon the acquisition of an interest in a joint operation. Depending
 
on the specific facts, acquisitions of oil
and gas exploration and evaluation licences for which a development decision has not yet
 
been made have largely been concluded to
represent asset purchases, while purchases of producing assets have largely been concluded to
 
represent business acquisitions.
Accounting judgement regarding partial divestments
The policy regarding partial divestments of subsidiaries is based on careful consideration of the
 
requirements and scope of IFRS 10
Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures. The assessment requires judgement to
be applied on a case-by-case basis, considering the substance of the transactions. In evaluating
 
the IFRS Accounting Standards’
requirements, Equinor acknowledges pending considerations related to several relevant and similar issues
 
which have been
postponed by the IASB in anticipation of concurrent consideration at a later date. Where assets
 
are transferred into separate legal
entities concurrently with a portion of the entities’ shares being sold to a third party, thereby resulting in Equinor’s loss of control
 
of
those asset-owning subsidiaries, and where investments in joint ventures are established simultaneously, Equinor has concluded to
recognise the gain only on the divested portion.
----------------------------------------------------------------------------------------------------------------------------------------
2023
Acquisitions
Acquisition of Rio Energy
On 3 November 2023, Equinor closed a transaction with Denham Capital to acquire 100% of the
 
shares in Horus Investimentos S.A.,
the parent company of Rio Energy Participações S.A., a leading onshore renewables company in
 
Brazil. The cash consideration
amounted to USD 82 million in addition to USD 268 million in capital contribution to settle
 
Rio Energy’s external financing. The
acquired portfolio includes a producing onshore wind farm in the north-eastern state of Bahia, a
 
pre-construction solar photovoltaic
(PV) portfolio and a pipeline of 1.2 GW of onshore wind and solar projects. This transaction
 
resulted in an increase in Equinor’s
property, plant and equipment of USD 350 million. The transaction has been accounted for as a business combination within the REN
segment. The purchase price and the purchase price allocation are preliminary.
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
182
Acquisition of Suncor Energy UK Limited
On 30 June 2023, Equinor closed a transaction with Suncor Energy UK Holdings Ltd
 
to acquire 100% of the shares in Suncor Energy
UK Limited for a total consideration of USD 847 million after customary adjustments for working
 
capital. The transaction includes a
non-operated interest in the producing Buzzard oil field (29.89%) and an additional interest
 
in the operated Rosebank development
(40%). The transaction has been accounted for within the E&P International segment as
 
a business combination, resulting in an
increase in Equinor’s property, plant and equipment of USD 1,490 million and deferred tax liabilities of USD 672 million.
 
The purchase
price allocation remains preliminary.
Acquisition of BeGreen
On 26 January 2023, Equinor closed a transaction with the Bregentved Group
 
and members of the executive board of BeGreen Solar
Aps to acquire 100% of the shares in the Danish solar developer BeGreen Solar Aps.
 
The cash consideration amounted to USD 252
million (EUR 235 million), in addition to a consideration contingent on the successful delivery
 
of future solar projects above an agreed
megawatt threshold. The transaction has been accounted for within the REN segment
 
as a business combination, resulting in an
increase of Equinor’s intangible assets of USD 423 million.
Disposals
Equinor Energy Ireland Limited
On 31 March 2023, Equinor closed the transaction with Vermilion Energy Inc (Vermillion) to sell Equinor’s non-operated equity
position in the Corrib gas project in Ireland, covering 100% of the shares in Equinor Energy
 
Ireland Limited (EEIL). Prior to closing,
Equinor received an extraordinary dividend of USD 371 million from EEIL. Total consideration amounted to USD 362 million, including
cash settlement of contingent consideration. A loss of USD 258 million has been recognised
 
within the E&P International segment and
presented in the line item Operating expenses in the Consolidated statement of income.
Held for sale
Divestment of interest in Azerbaijan
On 22 December 2023, Equinor entered into an agreement with the State Oil Company of the Republic
 
of Azerbaijan (SOCAR) to sell
its interest in its Azerbaijan assets. The assets comprise a 7.27% non-operated interest in the Azeri Chirag
 
Gunashli (ACG) oil fields in
the Azerbaijan sector of the Caspian Sea, 8.71% interest in the Baku-Tbilisi-Ceyhan (BTC) pipeline and 50% in the Karabagh
 
oil
field. Closing is expected during 2024 subject to regulatory and contractual approvals. The assets
 
have been classified as held for
sale resulting in a USD 310 million impairment within the E&P International segment,
 
presented in the line item Depreciation,
amortisation and net impairments in the Consolidated statement of income.
2022
Acquisitions
Acquisition of Triton Power
On 1 September 2022, Equinor and SSE Thermal Generation Holdings Limited (SSE
 
Thermal) closed a transaction to acquire the UK
power company Triton Power Holdings Ltd (Triton Power) from Triton Power Partners LP owned by Energy Capital Partners (ECP).
Equinor’s share of the consideration was USD 141 million (GBP 120 million), after
 
adjustments that mainly related to net debt and
working capital. The key plant included in the purchase of Triton Power is the Saltend Power Station with an installed
 
capacity of 1.2
GW. Equinor and SSE Thermal own 50% each of Triton Power, and Equinor is accounting for the investment under the equity method
as a joint venture in the MMP segment.
Acquisition of Statfjord
On 31 May 2022, Equinor closed a transaction to acquire all of Spirit Energy’s ownership interests
 
in production licences in the
Statfjord area which covers the Norwegian and UK Continental Shelves ranging from
 
11.56% to 48.78%. All licences are operated by
Equinor. The cash consideration received was USD 168 million. The assets and liabilities acquired have been reflected in accordance
with the principles in IFRS 3 Business Combinations. The transaction is reflected in the E&P Norway
 
and E&P International segments.
In the segment E&P Norway, the acquisition resulted in an increase of USD 98 million in property, plant and equipment, an increase of
USD 390 million in asset retirement obligation, a reduction of deferred tax liability of USD
 
298 million and an increase in taxes payable
of USD 98 million. In the segment E&P International, the acquisition resulted in an increase
 
of USD 98 million in property, plant and
equipment, an increase of USD 241 million in asset retirement obligation and an increase
 
of deferred tax asset of USD 86 million.
Disposals
Ekofisk and Martin Linge on the Norwegian Continental Shelf
On 30 September 2022, Equinor closed a transaction with Sval Energi AS to divest Equinor’s
 
entire ownership share in the Greater
Ekofisk Area including its share in Norpipe Oil AS, and a 19% ownership share in Martin Linge.
 
The cash consideration at closing
amounted to USD 293 million. Equinor retained a 51% ownership share in Martin Linge and
 
continues as operator of the field. The
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
183
disposal resulted in a decrease in property, plant and equipment of USD 1,493 million, a decrease in asset retirement obligation of
USD 376 million, a decrease in deferred tax liability of USD 597 million and a decrease
 
in taxes payable of USD 686 million. A post-
tax gain of USD 655 million is presented in the line item Other income in the Consolidated
 
statement of income in the E&P Norway
segment.
Exit Russia
Following Russia’s invasion of Ukraine in February 2022, Equinor announced that it had decided to stop new
 
investments in Russia
and start the process of exiting Equinor’s joint arrangements. Based on
 
this decision, Equinor evaluated its assets in Russia and
recognised net impairments of USD 1,083 million in the first quarter, of which USD 251 million was related to property, plant and
equipment and intangible assets and USD 832 million was related to investments accounted
 
for using the equity method. The
impairments were net of contingent consideration from the time of acquiring the assets. The impairments
 
were recognised in the line
items Depreciation, amortisation and net impairment losses and Exploration expenses in the Consolidated
 
statement of income based
on the nature of the impaired assets and reflected in the E&P International segment. During
 
the second quarter, Equinor transferred
its participating interests in four Russian entities to Rosneft and was released from all future
 
commitments and obligations with no
material impact on the financial statements. The ownership interests in Kharyaga were transferred
 
to the operator.
Equinor has stopped trading in Russian oil. This means that Equinor will not enter into any new
 
trades or engage in new transport of
oil and oil products from Russia. Equinor has assessed the accounting impact of certain commitments
 
arising from such contracts
entered into prior to the invasion and deem the impact to be immaterial.
10% of Dogger Bank C
On 10 February 2022, Equinor closed the transaction with Eni to sell a 10% equity interest in
 
the Dogger Bank C project in the UK for
a total consideration of USD 91 million (GBP 68 million), resulting in a gain of USD
 
87 million (GBP 65 million). After closing, Equinor’s
ownership share is 40%. Equinor continues to equity account for the remaining investment as a
 
joint venture. The gain is presented in
the line item Other income in the Consolidated statement of income in the REN segment.
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
184
7 Total
 
revenues and other income
 
Accounting policies
Revenue recognition
Equinor presents Revenue from contracts with customers and Other revenue as a single caption,
 
Revenues, in the Consolidated
statement of income.
Revenue from contracts with customers
Revenue from the sale of crude oil, natural gas, petroleum products, power and other merchandise
 
is recognised when a customer
obtains control of those products, which for tangible products normally is when title passes
 
at point of delivery, based on the
contractual terms of the agreements. Each such sale normally represents a single performance obligation.
 
In the case of natural gas
as well as power, which is delivered on a continuous basis through pipelines and grid, sales are completed over time in line with the
delivery of the actual physical quantities.
Sales and purchases of physical commodities are presented on a gross basis as Revenues from contracts
 
with customers and
Purchases [net of inventory variation] respectively in the Consolidated statement of income. When
 
the contracts are deemed financial
instruments or part of Equinor’s trading activities, they are settled and presented
 
on a net basis as Other revenue. Reference is made
to note 28 Financial instruments and fair value measurement for a description of accounting policies
 
regarding derivatives. Sales of
Equinor’s own produced oil and gas volumes are always reflected gross as Revenue
 
from contracts with customers.
Revenues from the production of oil and gas in which Equinor shares an interest with
 
other companies are recognised on the basis of
volumes lifted and sold to customers during the period (the sales method). Where Equinor
 
has lifted and sold more than the
ownership interest, an accrual is recognised for the cost of the overlift. Where Equinor has lifted
 
and sold less than the ownership
interest, costs are deferred for the underlift.
Certain long-term LNG and natural gas sales contracts include clauses which entail price reviews
 
at regular intervals at the discretion
of either party. Where updated prices have not yet been agreed upon for volumes already delivered, it is necessary to estimate the
amount of variable consideration Equinor expects to be entitled to for these volumes. In the
 
frequently volatile markets, there is a
degree of estimation uncertainty and reasoned judgement in establishing the expected variable
 
consideration.
Other revenue
Items representing a form of revenue, or which are related to revenue from contracts with customers,
 
are presented as other revenue
if they do not qualify as revenue from contracts with customers. These other revenue
 
items include taxes paid in-kind under certain
production sharing agreements (PSAs) and the net impact of commodity trading and commodity-based derivative
 
instruments related
to sales contracts or revenue-related risk management.
Transactions with the Norwegian State
Equinor markets and sells the Norwegian State's share of oil and gas production from the
 
Norwegian continental shelf (NCS). The
Norwegian State's participation in petroleum activities is organised through the Norwegian State’s Direct Financial
 
Interests (SDFI). All
purchases and sales of the SDFI's oil and natural gas liquids production are classified as
 
purchases [net of inventory variation] and
revenues from contracts with customers, respectively.
Equinor sells, in its own name, but for the SDFI’s account and risk, the SDFI’s production of natural gas including Liquefied Natural
Gas (LNG). These gas sales and related expenditures refunded by the SDFI are presented net
 
in the Consolidated financial
statements. Natural gas sales made in the name of Equinor’s subsidiaries
 
are also presented net of the SDFI’s share in the
Consolidated statement of income, but this activity is reflected gross in the Consolidated balance
 
sheet.
Accounting judgement related to transactions with the Norwegian State
Whether to account for the transactions gross or net involves the use of significant
 
accounting judgement. In making the judgement,
Equinor has considered whether it controls the State-originated crude oil volumes prior to onwards
 
sales to third party customers.
Equinor directs the use of the volumes, and although certain benefits from the sales subsequently
 
flow to the SDFI, Equinor
purchases the crude oil volumes from the SDFI and obtains substantially all the remaining benefits.
 
On that basis, Equinor has
concluded that it acts as principal in these sales.
Regarding gas sales, Equinor concluded that ownership of the gas had not been transferred from
 
the SDFI to Equinor. Although
Equinor has been granted the ability to direct the use of the volumes, all the benefits from the
 
sales of these volumes flow to the SDFI.
On that basis, Equinor is not considered the principal in the sale of the SDFI’s natural gas volumes.
Reference is made to note 27 Related parties for detailed financial information regarding transactions
 
performed between Equinor and
SDFI.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
185
----------------------------------------------------------------------------------------------------------------------------------------
Revenues from contracts with customers by geographical areas
Equinor has business operations in around 30
 
countries.
When attributing the line-item Revenues from contracts with customers for 2023
to the country of the legal entity executing the sale, Norway constitutes 79% and USA constitutes
 
18%. For 2022 the revenues to
Norway and USA constituted 84% and 13% respectively, and for 2021 81% and 13% respectively. Revenues from contracts with
customers are mainly reflecting such revenues from the reporting segment MMP.
Revenues from contracts with customers and
 
other revenues
(in USD million)
Note
2023
2022
2021
Crude oil
56,861
58,524
38,307
Natural gas
26,386
65,232
28,050
 
- European gas
23,174
58,239
24,900
 
- North American gas
1,111
2,884
1,783
 
- Other incl LNG
2,102
4,109
1,368
Refined products
10,083
11,093
11,473
Natural gas liquids
8,345
9,240
8,490
Transportation
1,425
1,470
921
Other sales
3,032
4,702
1,006
Total revenues from contracts with customers
106,132
150,262
88,247
Taxes paid in-kind
342
412
345
Physically settled commodity derivatives
1,331
(2,534)
(1,075)
Gain/(loss) on commodity derivatives
(1,041)
739
951
Change in fair value of trading inventory
(334)
(194)
0
Other revenues
418
319
276
Total other revenues
716
(1,258)
497
Revenues
106,848
149,004
88,744
Net income/(loss) from equity accounted investments
15
(1)
620
259
Other income
6
327
1,182
1,921
Total revenues and other income
107,174
150,806
90,924
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
186
8 Salaries and personnel expenses
 
(in USD million, except average number of employees)
2023
2022
2021
Salaries
1)
2,876
2,875
2,962
Pension costs
2)
441
458
488
Payroll tax
511
433
414
Other compensations and social costs
375
324
288
Total payroll expenses
4,203
4,090
4,152
Average number of employees
3)
22,600
21,500
21,400
1)
 
Salaries include bonuses and expatriate costs in addition to base pay.
2)
 
See note 22 Pensions.
3)
 
Part time employees amount to 2% for 2023 and 3% for 2022 and 2021.
Total payroll expenses are accumulated in cost-pools and partially charged to partners of Equinor operated licences on an hours
incurred basis.
Compensation to the board of directors (BoD) and the corporate executive committee
 
(CEC)
(in USD million)
1)
2023
2022
2021
Current employee benefits
10.7
12.9
12.2
Post-employment benefits
0.3
0.4
0.4
Other non-current benefits
0.0
0.0
0.0
Share-based payment benefits
0.3
0.2
0.1
Total benefits
11.3
13.5
12.7
1) All figures in the table are presented on accrual basis.
At 31 December 2023, 2022, and 2021 there are no loans to the members of
 
the BoD or the CEC.
Share-based compensation
Equinor's share saving plan provides employees with the opportunity to purchase Equinor shares through
 
monthly salary deductions
and a contribution by Equinor. If the shares are kept for two full calendar years of continued employment following the year of
purchase, the employees will be allocated one bonus share for each share they have purchased.
Estimated compensation expense including the contribution by Equinor for purchased shares, amounts
 
vested for bonus shares
granted and related social security tax was USD 78 million, USD 85 million, and USD
 
79 million related to the 2023, 2022 and 2021
programmes, respectively. For the 2024 programme (granted in 2023), the estimated compensation expense is USD 83 million. At 31
December 2023 the amount of compensation cost yet to be expensed throughout the vesting period is
 
USD 176 million.
See note 20 Shareholders’ equity, capital distribution and earnings per share for more information about share-based compensation.
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
187
9 Auditor’s remuneration and Research and development expenditures
 
Auditor's remuneration
Full year
(in USD million, excluding VAT)
2023
2022
2021
Audit fee
14.9
11.4
14.4
Audit related fee
 
1.2
1.8
1.1
Tax fee
-
-
-
Other service fee
 
-
-
-
Total remuneration
16.1
13.2
15.5
In addition to the figures in the table above, the audit fees and audit related fees related to Equinor
 
operated licences amount to USD
0.5 million, USD 0.6 million and USD 0.5 million for 2023, 2022 and 2021, respectively.
Research and development expenditures (R&D)
Equinor has R&D activities within exploration, subsurface, drilling and well, facilities, low carbon
 
and renewables. R&D activities
contribute to maximising and developing long-term value from Equinor’s assets. R&D
 
expenditures are partially financed by partners
of Equinor operated licences.
R&D expenditures including amounts charged to partners were USD 311 million, USD 308 million and USD 291 million in 2023, 2022
and 2021, respectively. Equinor's share of the expenditures has been recognised within Total operating expenses in the Consolidated
statement of income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
188
10 Financial items
Full year
(in USD million)
2023
2022
2021
Foreign currency exchange gains/(losses) derivative
 
financial instruments
 
(1,476)
797
870
Other foreign currency exchange gains/(losses)
2,328
1,291
(823)
Net foreign currency exchange gains/(losses)
852
2,088
47
Dividends received
218
93
39
Interest income financial investments, including
 
cash and cash equivalents
1,468
398
38
Interest income non-current financial receivables
31
30
26
Interest income other current financial assets and other
 
financial items
732
701
48
Interest income and other financial income
2,449
1,222
151
Gains/(losses) financial investments
123
(394)
(348)
Gains/(losses) other derivative financial instruments
351
(1,745)
(708)
Interest expense bonds and bank loans and net
 
interest on related derivatives
(1,263)
(1,029)
(896)
Interest expense lease liabilities
(132)
(90)
(93)
Capitalised borrowing costs
468
382
334
Accretion expense asset retirement obligations
(538)
(449)
(453)
Interest expense current financial liabilities and
 
other financial expense
(195)
(192)
(114)
Interest expenses and other financial expenses
(1,660)
(1,379)
(1,223)
Net financial items
2,114
(207)
(2,080)
Equinor's main financial items relate to assets and liabilities in the fair value through profit
 
or loss and the amortised cost categories.
For more information about financial instruments by category see note 28 Financial instruments
 
and fair value measurement.
Foreign currency exchange gains/(losses) derivative financial instruments include fair value changes
 
of currency derivatives related to
liquidity and currency risk. Other foreign currency exchange gains/(losses) includes a fair value gain from
 
derivatives related to non-
current debt of USD 315 million in 2023, and a loss of USD 691 million and USD 702 million in
 
2022 and 2021 respectively.
Interest income financial investments, including cash and cash equivalents includes interest income related to balances
 
at amortised
cost of USD 1,410 million,
 
USD 364 million, and USD 12 million for 2023, 2022 and 2021, respectively.
Gains/(losses) other derivative financial instruments primarily include fair value changes from interest rate
 
related derivatives, with a
gain of USD 332 million in 2023 and a loss of USD 1,760 million and USD 724 million in 2022
 
and 2021 respectively.
Interest expense bonds and bank loans and net interest on related derivatives includes
 
interest expenses of USD 857 million, USD
918 million, and USD 990 million for 2023, 2022 and 2021, respectively, on financial liabilities at amortised cost. It also includes net
interest on related derivatives at fair value through profit or loss, amounting to a net interest expense
 
of USD 405 million for 2023 and
USD 111
 
million for 2022, and a net interest income of USD 94 million for 2021.
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
189
11 Income
 
taxes
Accounting policies
 
Income tax
Income tax in the Consolidated statement of income comprises current income tax and effects of changes in deferred tax
 
positions.
Income tax is recognised in the Consolidated statement of income except when it relates to items
 
recognised in other comprehensive
income (OCI).
Current tax consists of the expected tax payable for the year and any adjustment to tax payable
 
for previous years. Uncertain tax
positions and potential tax exposures are analysed individually. The outcomes of tax disputes are mostly binary in nature, and in each
case the most likely amount for probable liabilities to be paid (including penalties) or assets to
 
be received (disputed tax positions for
which payment has already been made) is recognised within Current tax or Deferred tax
 
as appropriate.
 
Deferred tax assets and liabilities are recognised for the future tax consequences attributable to
 
differences between the carrying
amounts of existing assets and liabilities and their respective tax bases, and on unused tax losses
 
and credits carried forward, subject
to the initial recognition exemption. A deferred tax asset is recognised only to the extent that it
 
is probable that future taxable income
will be available against which the asset can be utilised. For a deferred tax asset to
 
be recognised based on future taxable income,
convincing evidence is required, considering the existence of contracts, production of oil or gas
 
in the near future based on volumes of
expected reserves, observable prices in active markets, expected volatility of trading profits,
 
expected foreign currency rate
movements and similar facts and circumstances.
When an asset retirement obligation or a lease contract is initially reflected in the accounts, a deferred
 
tax liability and a corresponding
deferred tax asset are recognised simultaneously and accounted for in line with other deferred tax
 
items.
Equinor has adopted amendments to IAS 12 – International Tax Reform – Pillar Two Model Rules (top-up tax) with effect from 1
January 2023. Equinor has applied the mandatory exception and does not recognise or disclose
 
information about deferred tax assets
and liabilities related to Pillar Two income taxes.
 
The mandatory exception applies retrospectively. However, since no new legislation to implement the top-up tax was enacted or
substantively enacted on 31 December 2022 in any jurisdiction in which Equinor operates,
 
and no related deferred tax was recognised
at that date, the retrospective application has no impact on the Consolidated financial statements.
 
Estimation uncertainty regarding income tax
Equinor incurs significant amounts of income taxes payable to various jurisdictions and may
 
recognise significant changes to deferred
tax assets and deferred tax liabilities. There may be uncertainties related to interpretations
 
of applicable tax laws and regulations
regarding amounts in Equinor’s tax returns, which are filed in a number
 
of tax regimes. For cases of uncertain tax treatments, it may
take several years to complete the discussions with relevant tax authorities or to reach resolutions
 
of the appropriate tax positions
through litigation.
The carrying values of income tax related assets and liabilities are based on Equinor's interpretations
 
of applicable laws, regulations
and relevant court decisions. The quality of these estimates, including the most likely outcomes
 
of uncertain tax treatments, is
dependent upon proper application of at times very complex sets of rules, the recognition of
 
changes in applicable rules and, in the
case of deferred tax assets, management's ability to project future earnings from activities that may apply loss
 
carry forward positions
against future income taxes. Climate-related matters and the transition to carbon-neutral
 
energy-consumption globally have increased
the uncertainty in determining key business assumptions used to assess the recoverability
 
of deferred tax assets through sufficient
future taxable income before tax losses expire.
-----------------------------------------------------------------------------------------------------------------------------------
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
190
Significant components of income tax expense
Full year
(in USD million)
2023
2022
2021
Current income tax expense in respect of
 
current year
(24,028)
(52,124)
(21,271)
Prior period adjustments
(121)
(112)
(28)
Current income tax expense
(24,149)
(52,236)
(21,299)
Origination and reversal of temporary differences
(1,529)
(2,136)
(1,778)
Recognition / derecognition of previously (un)recognised
 
deferred tax assets
(137)
4,401
126
Change in tax regulations
4
0
4
Prior period adjustments
(169)
110
(60)
Deferred tax income/(expense)
(1,831)
2,375
(1,708)
Income tax
(25,980)
(49,861)
(23,007)
Changes to tax regimes
Pillar Two
On 24 November 2023 the Norwegian Ministry of Finance published a draft resolution on
 
the implementation of the OECD Pillar Two
Model Rules into Norwegian legislation. The rules are introducing a global minimum tax
 
of 15%. The proposal was sanctioned in
January 2024 and the Norwegian Top Up Tax
 
Act (No: “Suppleringsskatteloven”) has entered into effect for the income year 2024.
The Pillar Two rules will be applicable to the Equinor group, but Equinor’s preliminary assessment is that we do not
 
expect any
significant economic impact from the rules.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
191
Reconciliation of statutory tax rate to effective
 
tax rate
Full year
(in USD million)
2023
2022
2021
Income/(loss) before tax
37,884
78,604
31,583
Calculated income tax at statutory rate
1)
(8,833)
(18,168)
(7,053)
Calculated Norwegian Petroleum tax
2)
(17,226)
(36,952)
(17,619)
Tax effect uplift
3)
160
259
914
Tax effect of permanent differences regarding divestments
82
417
90
Tax effect of permanent differences caused by functional currency different from tax currency
5
145
150
Tax effect of other permanent differences
453
403
228
Recognition / derecognition of previously (un)recognised deferred
 
tax assets
4)
(137)
4,401
126
Change in unrecognised deferred tax assets
(29)
(34)
619
Change in tax regulations
4
0
4
Prior period adjustments
(290)
(3)
(88)
Other items including foreign currency effects
(169)
(327)
(378)
Income tax
(25,980)
(49,861)
(23,007)
Effective tax rate
68.6 %
63.4 %
72.8 %
1)
 
The weighted average of statutory tax rates was 23.3% in 2023, 23.1% in 2022 and 22.3% in 2021. The
 
rates are influenced by
earnings composition between tax regimes with lower statutory tax rates and tax regimes with
 
higher statutory tax rates.
2)
 
The Norwegian petroleum income is taxable at a tax rate of 71.8% after deducting a calculated
 
22% corporate tax.
3)
 
As from 2023 the uplift deduction for investments on NCS has been abolished except for
 
asset investments that fall under the
temporary rules enacted under the Covid-19 pandemic. For investments with PUD submitted to
 
the authorities before 31
December 2022 the rules allow a direct deduction of the whole uplift in the year the capital expenditure is
 
incurred. In 2022 the
rate was 17.69% and this rate was reduced to 12.4% in 2023.
 
4)
 
Equinor performs its assessment on DTA recognition based on sources of income such as the reversal pattern of taxable timing
differences and projections of taxable income and recognises the amount of deferred tax assets that is probable
 
to be realised. In
2023 USD 137 million was derecognised due to an increase in valuation allowance mainly
 
related to Angola and Canada,
compared to a recognition of USD 4,401 million in 2022 mainly related to unused accumulated tax
 
losses in the US.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
192
Deferred tax assets and liabilities comprise
(in USD million)
Tax losses
carried
forward
Property,
plant and
equipment
 
and
intangible
assets
Asset
retirement
obligations
Lease
liabilities
Pensions
Derivatives
Other
Total
Deferred tax assets
8,575
514
7,816
1,298
747
446
1,495
20,892
Deferred tax liabilities
(28)
(26,042)
0
(2)
(6)
0
(300)
(26,378)
Net asset/(liability) at 31 December
2023
8,547
(25,528)
7,816
1,296
741
446
1,195
(5,485)
Deferred tax assets
8,105
694
7,356
1,306
694
1,131
1,348
20,634
Deferred tax liabilities
(28)
(23,356)
0
(3)
(12)
(3)
(411)
(23,813)
Net asset/(liability) at 31 December
2022
8,077
(22,662)
7,356
1,303
682
1,128
937
(3,179)
Changes in net deferred tax liability during the
 
year were as follows:
(in USD million)
2023
2022
2021
Net deferred tax liability at 1 January
3,179
7,655
6,250
Charged/(credited) to the Consolidated statement of
 
income
1,831
(2,375)
1,708
Charged/(credited) to Other comprehensive income
(66)
105
35
Acquisitions and disposals
981
(968)
36
Foreign currency translation effects and other effects
(440)
(1,239)
(374)
Net deferred tax liability at 31 December
5,485
3,179
7,655
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
193
Deferred tax assets and liabilities are offset to the extent that the deferred taxes relate to the same fiscal
 
authority, and there is a
legally enforceable right to offset current tax assets against current tax liabilities. After netting deferred tax assets
 
and liabilities by
fiscal entity and reclassification to Assets held for sale, deferred taxes are presented on the Consolidated
 
balance sheet as follows:
At 31 December
(in USD million)
2023
2022
Deferred tax assets
7,936
8,732
Deferred tax liabilities
13,345
11,996
Net deferred tax classified as held for sale
(76)
85
Deferred tax assets are recognised based on the expectation that sufficient taxable income will be available
 
through reversal of
taxable temporary differences or future taxable income. At year-end 2023, the deferred tax assets of USD 7,952 million
 
were primarily
recognised in the US, the UK, Norway, Angola, Canada and Brazil. Of this amount, USD 965 million was recognised in entities which
have suffered a tax loss in either the current or the preceding period. The corresponding amounts for 2022, were
 
USD 8,817 million
and USD 1,953 million, respectively. The tax losses will be utilised through reversal of taxable temporary differences and future
taxable income,
 
mainly from production of oil and gas. Around 80% of the tax losses carried forward
 
and recognised as deferred tax
assets are expected to be fully utilised within 10 years.
 
Unrecognised deferred tax assets
At 31 December
2023
2022
(in USD million)
Basis
Tax
Basis
Tax
Deductible temporary differences
2,555
1,030
2,558
968
Unused tax credits
0
185
0
129
Tax losses carried forward
3,944
947
3,458
930
Total unrecognised deferred tax assets
6,499
2,162
6,016
2,027
Approximately 90% of the unrecognised carry forward tax losses can be carried forward indefinitely. The majority of the unrecognised
tax losses that cannot be carried forward indefinitely expire after 2027. The unrecognised tax credits
 
expire from 2030, while the
unrecognised deductible temporary differences do not expire under the current tax legislation. Deferred tax assets
 
have not been
recognised in respect of these items because currently there is insufficient evidence to support that future taxable
 
profits will be
available to secure utilisation of the benefits.
At year-end 2023, unrecognised deferred tax assets in Angola and Canada represents USD
 
712 million and USD 415 million,
respectively, of the total unrecognised deferred tax assets of USD 2,162 million. Similar amounts for 2022 were USD 636 million in
Angola and USD 346 million in Canada of a total of USD 2,027 million. The remaining unrecognised
 
deferred tax assets originate from
several different tax jurisdictions.
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
194
12 Property,
 
plant and equipment
Accounting policies
Property, plant and equipment
Property, plant and equipment is reflected at cost, less accumulated depreciation and impairment. The initial cost of an asset
comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation,
 
the initial estimate
of an asset retirement obligation, exploration costs transferred from intangible assets and, for
 
qualifying assets, borrowing costs.
Contingent consideration included in the acquisition of an asset or group of similar assets is
 
initially measured at its fair value, with
later changes in fair value other than due to the passage of time reflected in the book value
 
of the asset or group of assets, unless the
asset is impaired. Property, plant and equipment include costs relating to expenditures incurred under the terms of production sharing
agreements (PSAs) in certain countries, and which qualify for recognition as assets of Equinor. State-owned entities in the respective
countries, however, normally hold the legal title to such PSA-based property, plant and equipment.
Expenditure on major maintenance refits or repairs comprises the cost of replacement assets
 
or parts of assets, inspection costs and
overhaul costs. Inspection and overhaul costs, associated with regularly scheduled major maintenance
 
programmes planned and
carried out at recurring intervals exceeding one year, are capitalised and amortised over the period to the next scheduled inspection
and overhaul. All other maintenance costs are expensed as incurred.
Capitalised exploration and evaluation expenditures, development expenditure on the construction,
 
installation or completion of
infrastructure facilities such as platforms, pipelines and the drilling of production wells, and field-dedicated transport
 
systems for oil
and gas are capitalised as Producing oil and gas properties within Property, plant and equipment. Such capitalised costs, when
designed for significantly larger volumes than the reserves from already developed and producing
 
wells, are depreciated using the
unit of production method (UoP) based on proved reserves expected to be recovered from the
 
area during the concession or contract
period. Depreciation of production wells uses the UoP method based on proved developed
 
reserves, and capitalised acquisition costs
of proved properties are depreciated using the UoP method based on total proved reserves. In the
 
rare circumstances where the use
of proved reserves fails to provide an appropriate basis reflecting the pattern in which the
 
asset’s future economic benefits are
expected to be consumed, a more appropriate reserve estimate is used. Depreciation of other assets
 
and transport systems used by
several fields is calculated on the basis of their estimated useful lives, normally using the
 
straight-line method. Each part of an item of
property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. For
exploration and production assets, Equinor has established separate depreciation categories
 
which as a minimum distinguish
between platforms, pipelines and wells.
The estimated useful lives of property, plant and equipment are reviewed on an annual basis, and changes in useful lives are
accounted for prospectively. An item of property, plant and equipment is derecognised upon disposal. Any gain or loss arising on
derecognition of the asset is included in Other income or Operating expenses, respectively, in the period the item is derecognised.
Monetary or non-monetary grants from governments, when related to property, plant and equipment and considered reasonably
certain, are recognised in the Consolidated balance sheet as a deduction to the carrying
 
value of the asset and subsequently
recognised in the Consolidated statement of income over the life of the depreciable asset
 
as a reduced depreciation expense.
Research and development
Equinor undertakes research and development both on a funded basis for licence holders and on
 
an unfunded basis for projects at its
own risk, developing innovative technologies to create opportunities and enhance the value of current
 
and future assets. Expenses
relate both to in-house resources and the use of suppliers. Equinor's own share of the licence
 
holders' funding and the total costs of
the unfunded projects are considered for capitalisation under the applicable IFRS Accounting
 
Standard requirements. Subsequent to
initial recognition, any capitalised development costs are accounted for in the same manner
 
as Property, plant and equipment. Costs
not qualifying for capitalisation are expensed as incurred, see note 9 Auditor’s
 
remuneration and Research and development
expenditures for more details.
Estimation uncertainty regarding determining oil and gas reserves
Reserves quantities are, by definition, discovered, remaining, recoverable and economic. Recoverable oil and
 
gas quantities are
always uncertain. Estimating reserves is complex and based on a high degree of professional judgement
 
involving geological and
engineering assessments of in-place hydrocarbon volumes, the production, historical recovery and processing
 
yield factors and
installed plant operating capacity. The reliability of these estimates depends on both the quality and availability of the technical and
economic data and the efficiency of extracting and processing the hydrocarbons.
Estimation uncertainty; Proved oil and gas reserves
Proved oil and gas reserves may impact the carrying amounts of oil and gas producing
 
assets, as changes in the proved reserves, will
impact the unit of production rates used for depreciation and amortisation. Proved oil and
 
gas reserves are those quantities of oil and
gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable
 
certainty to be economically producible
from a given date forward, from known reservoirs, and under existing economic conditions, operating
 
methods, and government
regulations. Unless evidence indicates that renewal is reasonably certain, estimates of proved reserves
 
only reflect the period before
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
195
the contracts providing the right to operate expire. For future development projects, proved reserves
 
estimates are included only
where there is a significant commitment to project funding and execution and when relevant governmental
 
and regulatory approvals
have been secured or are reasonably certain to be secured.
Proved reserves are divided into proved developed and proved undeveloped reserves. Proved developed
 
reserves are to be
recovered through existing wells with existing equipment and operating methods, or where the
 
cost of the required equipment is
relatively minor compared to the cost of a new well. Proved undeveloped reserves are to
 
be recovered from new wells on undrilled
acreage, or from existing wells where a relatively major capital expenditure is required. Undrilled
 
well locations can be classified as
having proved undeveloped reserves if a development plan is in place indicating that they are scheduled
 
to be drilled within five years
unless specific circumstances justify a longer time horizon. Specific circumstances are for instance
 
fields which have large up-front
investments in offshore infrastructure, such as many fields on the NCS, where drilling of wells is scheduled
 
to continue for much
longer than five years. For unconventional reservoirs where continued drilling of new wells is a major
 
part of the investments, such as
the US onshore assets, the proved reserves are always limited to proved well locations
 
scheduled to be drilled within five years.
Proved oil and gas reserves have been estimated by internal qualified professionals based on industry
 
standards and are governed by
the oil and gas rules and disclosure requirements in the U.S. Securities and Exchange Commission
 
(SEC) regulations S-K and S-X,
and the Financial Accounting Standards Board (FASB) requirements for supplemental oil and gas disclosures. The estimates have
been based on a 12-month average product price and on existing economic conditions and operating
 
methods as required, and
recovery of the estimated quantities have a high degree of certainty (at least a 90% probability).
 
An independent third party has
evaluated Equinor's proved reserves estimates, and the results of this evaluation do not differ materially from Equinor's
 
estimates.
Estimation uncertainty; Expected oil and gas reserves
Changes in the expected oil and gas reserves may materially impact the amounts of
 
asset retirement obligations, as a consequence
of timing of the removal activities. It will also impact value-in-use calculations for oil and gas assets,
 
possibly affecting impairment
testing and the recognition of deferred tax assets. Expected oil and gas reserves are the
 
estimated remaining, commercially
recoverable quantities, based on Equinor's judgement of future economic conditions, from projects in
 
operation or decided for
development. As per Equinor’s internal guidelines, expected reserves are
 
defined as the ‘forward looking mean reserves’ when based
on a stochastic prediction approach. In some cases, a deterministic prediction method is used, in which
 
case the expected reserves
are the deterministic base case or best estimate. Expected reserves are therefore typically larger
 
than proved reserves as defined by
the SEC, which are high confidence estimates with at least a 90% probability of recovery
 
when a probabilistic approach is used.
Expected oil and gas reserves have been estimated by internal qualified professionals based on
 
industry standards and classified in
accordance with the Norwegian resource classification system issued by the Norwegian Petroleum
 
Directorate.
-----------------------------------------------------------------------------------------------------------------------------
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
196
(in USD million)
Machinery,
equipment and
transportation
equipment
Production
plants and oil
and gas
assets
Refining and
manufacturing
plants
Buildings
and land
Assets under
development
Right of use
assets
4)
Total
Cost at 1 January 2023
1,343
171,948
8,285
562
10,815
6,633
199,586
Additions through business acquisition
7)
48
1,121
339
38
370
8
1,923
Additions and transfers
6)
113
7,286
60
19
3,196
1,087
11,761
Changes in asset retirement obligations
0
772
0
0
55
0
827
Disposals at cost
(64)
(3,567)
(446)
(29)
(30)
(634)
(4,771)
Assets reclassified to held for sale
8)
(1)
(3,944)
0
0
(245)
(8)
(4,198)
Foreign currency translation effects
0
(2,705)
(133)
1
(64)
(36)
(2,937)
Cost at 31 December 2023
1,438
170,911
8,105
591
14,097
7,050
202,191
Accumulated depreciation and impairment at
1 January 2023
(1,203)
(131,455)
(6,763)
(338)
(135)
(3,194)
(143,088)
Depreciation
(44)
(7,976)
(224)
(26)
0
(1,079)
(9,350)
Impairment
(2)
(844)
(323)
0
(18)
(1)
(1,188)
Reversal of impairment
0
288
0
0
3
0
290
Transfers
6)
1
(11)
0
(1)
10
0
(2)
Accumulated depreciation and impairment
on disposed assets
52
3,355
442
28
22
634
4,533
Accumulated depreciation and impairment
assets classified as held for sale
8)
1
3,176
0
0
0
6
3,183
Foreign currency translation effects
7
2,142
88
0
3
10
2,251
Accumulated depreciation and impairment at
31 December 2023
5)
(1,188)
(131,325)
(6,780)
(337)
(117)
(3,623)
(143,369)
Carrying amount at 31 December 2023
250
39,585
1,325
254
13,980
3,427
58,822
Estimated useful lives (years)
 
3 - 20
UoP
1)
 
15 - 30
 
10 - 33
2)
 
1 - 20
3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
197
(in USD million)
Machinery,
equipment and
transportation
equipment
Production
plants and oil
and gas
assets
Refining and
manufacturing
plants
Buildings
and land
Assets under
development
Right of use
assets
Total
Cost at 1 January 2022
1,335
183,358
8,481
596
12,614
5,850
212,234
Additions and transfers
6)
52
9,390
378
6
(813)
1,319
10,332
Changes in asset retirement obligations
0
(4,756)
0
0
(48)
0
(4,805)
Disposals at cost
(9)
(3,487)
2
(20)
(5)
(347)
(3,865)
Foreign currency translation effects
(36)
(12,557)
(576)
(19)
(934)
(188)
(14,310)
Cost at 31 December 2022
1,343
171,948
8,285
562
10,815
6,633
199,586
Accumulated depreciation and impairment
at 1 January 2022
(1,188)
(137,763)
(7,926)
(320)
(344)
(2,619)
(150,159)
Depreciation
(52)
(7,643)
(160)
(33)
0
(969)
(8,856)
Impairment
(8)
(187)
(39)
0
(49)
(4)
(286)
Reversal of impairment
4
2,585
802
0
207
0
3,599
Transfers
6)
(2)
(20)
2
0
20
(8)
(8)
Accumulated depreciation and impairment
on disposed assets
8
2,002
(4)
5
0
347
2,359
Foreign currency translation effects
34
9,571
562
9
30
59
10,264
Accumulated depreciation and impairment
at 31 December 2022
5)
(1,203)
(131,455)
(6,763)
(338)
(135)
(3,194)
(143,088)
Carrying amount at 31 December 2022
140
40,493
1,522
224
10,679
3,439
56,498
Estimated useful lives (years)
 
3 - 20
UoP
1)
 
15 - 20
 
10 - 33
2)
 
1 - 20
3)
1)
 
Depreciation according to unit of production method.
2)
 
Land is not depreciated
.
Buildings include leasehold improvements.
3)
 
Depreciation linearly over contract period.
4)
 
Right of use assets at 31 December 2023 mainly consist of Land and buildings USD 1,038 million, Vessels USD 1,578 million
and Drilling rigs USD 504 million.
5)
 
See note 14 Impairments.
6)
 
The carrying amount of assets transferred to Property plant and equipment from Intangible assets
in 2023 and 2022 amounted to
USD 1,280 million and USD 982 million, respectively.
7)
 
For additions through business acquisition, see note 6 Acquisitions and disposals.
8)
 
For assets reclassified to held for sale, see note 6 Acquisitions and disposals.
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
198
13 Intangible assets
Accounting policies
Intangible assets including goodwill
Intangible assets are stated at cost, less accumulated amortisation and impairment. Intangible assets include
 
acquisition cost for oil
and gas prospects, expenditures on the exploration for and evaluation of oil and natural gas
 
resources, goodwill, and other intangible
assets. Intangible assets relating to expenditures on the exploration for and evaluation of oil
 
and natural gas resources are not
amortised. When the decision to develop a particular area is made, related intangible
 
exploration and evaluation assets are
reclassified to Property, plant and equipment.
Goodwill acquired in a business combination is allocated to each cash generating unit (CGU), or
 
group of units, expected to benefit
from the combination’s synergies. Following initial recognition, goodwill is measured at cost less any accumulated impairment.
 
In
acquisitions made on a post-tax basis according to the rules on the NCS, a provision for deferred
 
tax is reflected in the accounts
based on the difference between the acquisition cost and the tax depreciation basis transferred from the seller. The offsetting entry to
such deferred tax amounts is reflected as goodwill, which is allocated to the CGU or group
 
of CGUs on whose tax depreciation basis
the deferred tax has been computed.
Other intangible assets with a finite useful life, are depreciated over their useful life using the straight-line
 
method.
Oil and gas exploration, evaluation and development expenditures
Equinor uses the successful efforts method of accounting for oil and gas exploration costs. Expenditures to
 
acquire mineral interests
in oil and gas properties, including signature bonuses, expenditures to drill and equip exploratory wells
 
and evaluation expenditures
are capitalised within Intangible assets as Exploration expenditures and Acquisition costs - oil and gas
 
prospects. Geological and
geophysical costs and other exploration and evaluation expenditures are expensed as incurred.
Exploration wells that discover potentially economic quantities of oil and natural gas remain
 
capitalised as intangible assets during the
evaluation phase of the discovery. This evaluation is normally finalised within one year after well completion. If, following the
evaluation, the exploratory well has not found potentially commercial quantities of hydrocarbons,
 
the previously capitalised costs are
evaluated for derecognition or tested for impairment. Any derecognition or impairment is
 
classified as Exploration expenses in the
Consolidated statement of income.
Capitalised exploration and evaluation expenditures related to offshore wells that find proved reserves, are transferred
 
to Property,
plant and equipment at the time of sanctioning of the development project. The timing from evaluation
 
of a discovery until a project is
sanctioned could take several years depending on the location and maturity, including existing infrastructure, of the area of discovery,
whether a host government agreement is in place, the complexity of the project and the
 
financial robustness of the project. For
onshore wells where no sanction is required, the transfer to Property, plant and equipment occurs at the time when a well is ready for
production.
For exploration and evaluation asset acquisitions (farm-in arrangements) in which Equinor has decided to fund
 
a portion of the selling
partner's exploration and/or future development expenditures (carried interests), these expenditures are reflected
 
in the Consolidated
financial statements as and when the exploration and development work progresses.
Equinor reflects exploration and evaluation asset disposals (farm-out arrangements) on a historical cost basis with no gain
 
or loss
recognition. Consideration from the sale of an undeveloped part of an asset reduces the carrying
 
amount of the asset. If the
consideration exceeds the carrying amount of the asset, the excess amount is reflected in the
 
Consolidated statement of income
under Other income. Equal-valued exchanges (swaps) of exploration and evaluation assets with
 
only immaterial cash considerations
are accounted for at the carrying amounts of the assets given up with no gain or loss recognition.
Estimation uncertainty regarding exploration activities
Exploratory wells that have found reserves, but where classification of those reserves as
 
proved depends on whether a major capital
expenditure can be justified, will remain capitalised during the evaluation phase for the findings
 
on the exploration wells. Thereafter it
will be considered a trigger for impairment evaluation of the well if no development decision is
 
planned for the near future, and there
moreover are no concrete plans for future drilling in the licence. Judgements as to whether these
 
expenditures should remain
capitalised, be derecognised or impaired in the period may materially affect the carrying values of these assets and consequently, the
operating income for the period.
------------------------------------------------------------------------------------------------------------------------------
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
199
(in USD million)
Exploration
expenses
Acquisition
costs - oil and
gas prospects
Goodwill
Other
Total
Cost at 1 January 2023
1,599
2,035
1,380
528
5,542
Additions through business acquisition
0
5
348
446
799
Additions
410
360
9
210
989
Disposals at cost
0
0
(10)
(124)
(135)
Transfers
(961)
(319)
4
(4)
(1,280)
Expensed exploration expenditures previously capitalised
114
(61)
0
0
53
Foreign currency translation effects
7
16
2
16
41
Cost at 31 December 2023
1,169
2,036
1,733
1,072
6,010
Accumulated amortisation and impairment at 31 December
 
2023
1)
(302)
(302)
Carrying amount at 31 December 2023
1,169
2,036
 
1,733
2)
770
5,709
(in USD million)
Exploration
expenses
Acquisition
costs - oil and
gas prospects
Goodwill
Other
Total
Cost at 1 January 2022
1,958
2,670
1,467
722
6,816
Additions
227
4
36
57
324
Disposals at cost
(10)
(50)
0
1
(58)
Transfers
(227)
(516)
0
(239)
(982)
Expensed exploration expenditures previously capitalised
(283)
(59)
0
0
(342)
Impairment of goodwill
0
0
(3)
0
(3)
Foreign currency translation effects
(65)
(14)
(121)
(13)
(213)
Cost at 31 December 2022
1,599
2,035
1,380
528
5,542
Accumulated amortisation and impairment at 31 December
 
2022
1)
(384)
(384)
Carrying amount at 31 December 2022
1,599
2,035
1,380
144
5,158
1) See note 14 Impairments.
2) Goodwill at 31 December 2023 mainly consists of technical goodwill related to business acquisitions in
 
2019, of which USD 533
million in the Exploration & Production Norway area and USD 440 million in the Marketing
 
Midstream & Processing area.
The table below shows the aging of capitalised exploration expenditures.
(in USD million)
2023
2022
Less than one year
345
250
Between one and five years
458
340
More than five years
366
1,009
Total capitalised exploration expenditures
1,169
1,599
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
200
The table below shows the components of the exploration
 
expenses.
Full year
(in USD million)
2023
2022
2021
Exploration expenditures
1,275
1,087
1,027
Expensed exploration expenditures previously capitalised
(53)
342
171
Capitalised exploration
(427)
(224)
(194)
Exploration expenses
795
1,205
1,004
14 Impairments
 
Accounting policies
Impairment of property, plant and equipment, right-of-use assets, intangible assets including goodwill and equity accounted
investments
Equinor assesses individual assets or groups of assets for impairment whenever events or changes in
 
circumstances indicate that the
carrying value may not be recoverable. Assets are grouped into cash generating units (CGUs).
 
Normally, separate CGUs are
individual oil and gas fields or plants, or equity accounted investments. Each unconventional asset
 
play is considered a single CGU
when no cash inflows from parts of the play can be reliably identified as being largely independent
 
of the cash inflows from other parts
of the play. In impairment evaluations, the carrying amounts of CGUs are determined on a basis consistent with that of the
recoverable amount.
Unproved oil and gas properties are assessed for impairment when facts and circumstances
 
suggest that the carrying amount of the
asset or CGU to which the unproved properties belong may exceed its recoverable amount,
 
and at least once a year. Exploratory
wells that have found reserves, but where classification of those reserves as proved depends on
 
whether major capital expenditure
can be justified or where the economic viability of that major capital expenditure depends on the
 
successful completion of further
exploration work, will remain capitalised during the evaluation phase for the exploratory finds.
 
If, following evaluation, an exploratory
well has not found proved reserves, the previously capitalised costs are tested for impairment.
 
After the initial evaluation phase for a
well, it will be considered a trigger for impairment testing of a well if no development
 
decision is planned for the near future and there
is no firm plan for future drilling in the licence.
Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances
 
indicate that the carrying value
may be impaired. Impairment is determined by assessing the recoverable amount of the CGU,
 
or group of units, to which the goodwill
relates. When impairment testing goodwill originally recognised as an offsetting item to the computed deferred
 
tax provision in a post-
tax transaction on the NCS, the remaining amount of the deferred tax provision will factor
 
into the impairment valuation.
 
Impairment and reversals of impairment are presented in the Consolidated statement of income as Exploration
 
expenses or
Depreciation, amortisation and net impairment, on the basis of the nature of the impaired assets
 
as either exploration assets
(intangible exploration assets) or development and producing assets (property, plant and equipment and other intangible assets),
respectively.
Measurement
The recoverable amount applied in Equinor’s impairment assessments is normally estimated
 
value in use. Equinor may also apply the
assets’ fair value less cost of disposal as the recoverable amount when such a value is available,
 
reasonably reliable, and based on a
recent and comparable transactions.
Value in use is determined using a discounted cash flow model. The estimated future cash flows are based on reasonable and
supportable assumptions and represent management's best estimates of the range of economic
 
conditions that will exist over the
remaining useful life of the assets, as set down in Equinor's most recently approved forecasts.
 
Assumptions and economic conditions
in establishing the forecasts are reviewed by management on a regular basis and updated at least annually. For assets and CGUs
with an expected useful life or timeline for production of expected oil and natural gas reserves
 
extending beyond five years, including
planned onshore production from shale assets with a long development and production horizon, the forecasts
 
reflect expected
production volumes, and the related cash flows include project or asset specific estimates reflecting
 
the relevant period. Such
estimates are established based on Equinor's principles and assumptions and are consistently applied.
The estimated future cash flows are adjusted for risks specific to the asset or CGU and discounted
 
using a real post-tax discount rate
which is based on Equinor's post-tax weighted average cost of capital (WACC). Country risk specific to a project is included as
 
a
monetary adjustment to the projects’ cash flow. Equinor considers country risk primarily as an unsystematic risk. The cash flow is
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
201
adjusted for risk that influences the expected cash flow of a project and which is not part of the
 
project itself. The use of post-tax
discount rates in determining value in use does not result in a materially different determination
 
of the need for, or the amount of,
impairment that would be required if pre-tax discount rates had been used.
Impairment reversals
A previously recognised impairment is reversed only if there has been a change in the estimates
 
used to determine the asset’s
recoverable amount since the last impairment was recognised. Previously recognised impairments
 
of goodwill are not reversed in
future periods.
Estimation uncertainty regarding impairment
Evaluating whether an asset is impaired or if an impairment should be reversed requires a
 
high degree of judgement and may to a
large extent depend upon the selection of key assumptions about the future. In Equinor's
 
line of business, judgement is involved in
determining what constitutes a CGU. Development in production, infrastructure solutions, markets, product
 
pricing, management
actions and other factors may over time lead to changes in CGUs such as splitting one original
 
CGU into several CGUs.
The key assumptions used will bear the risk of change based on the inherent volatile nature of macro-economic
 
factors such as future
commodity prices and discount rates, and uncertainty in asset specific factors such as reserve
 
estimates and operational decisions
impacting the production profile or activity levels. Changes in foreign currency exchange rates will also
 
affect value in use, especially
for assets on the NCS, where the functional currency is NOK. When estimating the recoverable
 
amount, the expected cash flow
approach is applied to reflect uncertainties in timing and amounts inherent in the assumptions used
 
in the estimated future cash flows.
For example, climate-related matters (see also Note 3
Climate change and energy transition
) are expected to have a pervasive effect on
the energy industry, affecting not only supply, demand and commodity prices, but also technology changes, increased emission-
related levies, and other matters with mainly mid-term and long-term effects. These effects have been factored into the price
assumptions used for estimating future cash flows using probability-weighted scenario analyses.
The estimated future cash flows, reflecting Equinor’s, market participants’ and other external
 
sources’ assumptions about the future
and discounted to their present value, involve complexity. In order to establish relevant future cash flows, impairment testing requires
long-term assumptions to be made concerning a number of economic factors such as future market prices,
 
refinery margins, foreign
currency exchange rates and future output, discount rates, impact of the timing of tax incentive
 
regulations, and political and country
risk among others. Long-term assumptions for major economic factors are made at a group level, and
 
there is a high degree of
reasoned judgement involved in establishing these assumptions, in determining other relevant factors
 
such as forward price curves, in
estimating production outputs, and in determining the ultimate terminal value of an asset.
------------------------------------------------------------------------------------------------------------------------------
Net impairments/(reversal of impairments)
Full year
(in USD million)
2023
2022
2021
Property, plant and equipment
897
(3,313)
1,285
Intangible assets
61
62
154
Equity accounted investments
363
832
0
Total
 
net impairments/(reversals) including exploration expenses
1,321
(2,419)
1,439
1)
 
The intangible assets line includes Goodwill, amortizable intangible assets, and certain acquisition
 
costs related to oil and
gas prospects.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
202
For impairment purposes, the asset’s carrying amount is compared to its recoverable amount. The table below describes,
 
per area,
the Producing and development assets being impaired/(reversed), net impairment/(reversal), and the carrying
 
amount after
impairment.
At 31 December 2023
At 31 December 2022
At 31 December 2021
(in USD million)
Carrying
amount after
impairment
 
Net
impairment
loss/
(reversal)
Carrying
amount after
impairment
 
Net
impairment
loss/
(reversal)
Carrying
amount after
impairment
 
Net
impairment
loss/
(reversal)
Exploration & Production Norway
887
588
3,201
(819)
5,379
(1,102)
Exploration & Production USA - onshore
0
0
546
(204)
1,979
48
Exploration & Production USA - offshore Gulf of Mexico
1,165
(290)
2,691
(882)
798
18
Europe and Asia
0
310
1,551
295
1,566
1,609
Marketing, Midstream & Processing
949
343
1,416
(895)
868
716
Renewables USA - offshore
134
300
0
0
0
0
Other
112
10
30
0
20
(7)
Total
3,247
1,261
9,435
(2,505)
10,611
1,282
Exploration & Production Norway
In 2023, the net impairment mainly relates to reduced expected reserves on a producing asset on the
 
Norwegian Continental Shelf.
2022, the net impairment reversal was mainly caused by increased price estimates and changed
 
gas export strategy. In 2021, the net
impairment reversal was mainly due to increased price estimates and an upward reserve revision.
Exploration & Production USA - onshore
In 2023, there were no impairments related to exploration and production assets USA – onshore.
 
In 2022, the impairment reversal
was caused by increased gas price assumptions, while in 2021 the net impairment was
 
caused by revision of reserves and sale of an
asset.
Exploration & Production USA - offshore Gulf of Mexico
In 2023, impairment reversals mainly relate to increased expected reserves on a producing asset. In 2022,
 
the impairment reversal
was caused by increased price assumptions and higher reserves estimates, while in 2021, the impairment
 
was due to a negative
reserve revision.
Exploration & Production International – Europe and Asia
In 2023, the impairment relates to the held for sale reclassification of Azerbaijan assets at the end
 
of the year (see note 6 Acquisitions
and disposals). In 2022, the net impairment was mainly caused by the decision to exit Russia. This
 
was to a large extent offset by a
reversal on Mariner in the UK mainly due to optimisation of the production profile and higher prices, supported
 
by a slight increase in
reserves estimates. In 2021, the net impairment was mainly caused by downward reserve revisions
 
partially offset by higher prices.
Marketing, Midstream & Processing
In 2023, net impairment mainly relates to expectations of stabilizing refinery margins at a lower level than
 
the margins consumed in
recent periods. In 2022 the net impairment reversal was mainly related to increased refinery margin assumptions,
 
while in 2021, the
impairment losses were caused by increased CO
2
 
fees and – quotas on a refinery and a classification to held for sale.
Renewables USA – Offshore
In 2023, Equinor’s offshore wind projects on the US North East Coast are facing increased
 
costs due to inflation and supply chain
constraints. On 12 October 2023, the New York State Public Service Commission (PSC) rejected price increase petitions related to
offtake agreements from several offshore and onshore wind farm developers, including Equinor’s joint ventures. As
 
a consequence,
an impairment of USD 300 million has been recognised. The recoverable amount of Equinor’s
 
investments in the offshore wind
projects on the US North East Coast has been established applying a fair value approach.
 
These investments are accounted for using
the equity method.
Accounting assumptions
There are inherent uncertainties in the assumptions, however the commodity price assumptions
 
as well as currency assumptions
reflect management’s best estimate of the price and currency development over the life of the Group’s assets based
 
on its view of
relevant current circumstances and the likely future development of such circumstances, including
 
energy demand development,
energy and climate change policies as well as the speed of the energy transition, population
 
and economic growth, geopolitical risks,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
203
technology and cost development and other factors. Management’s best estimate also takes into consideration a
 
range of external
forecasts.
Equinor has performed a thorough and broad analysis of the expected development in drivers for
 
the different commodity markets and
exchange rates. Significant uncertainty exists regarding future commodity price development due to the
 
transition to a lower carbon
economy, future supply actions by OPEC+ and other factors. Such analysis resulted in changes in the long-term price assumptions
with effect from the second quarter of 2023. The main price assumptions applied in impairment and impairment reversal
 
assessments
are disclosed in the table below as price-points on price curves. Previous price-points applied from
 
the third quarter of 2022 and up to
and including the first quarter of 2023 are provided in brackets.
 
Year
Prices in real term 1)
2025
2030
2040
2050
Brent Blend (USD/bbl)
79
(78)
78
(78)
73
(73)
68
(68)
European gas (USD/MMBtu) - TTF
 
15.5
20.9
9.1
(9.9)
9.5
(9.4)
9.5
(9.4)
Henry Hub (USD/MMBtu)
3.6
(4.2)
4.3
(3.9)
4.3
(3.9)
4.3
(3.9)
Electricity Germany (EUR/MWh)
106
(122)
78
(74)
71
(60)
71
(60)
EU ETS (EUR/tonne)
90
(84)
105
(84)
128
(111)
150
(137)
1) Basis year 2023. The prices in the table are
 
price-points on price-curves.
Climate considerations are included in the impairment calculations directly by estimating the CO
2
 
taxes in the cash flows. Indirectly,
the expected effect of climate change is also included in the estimated commodity prices where supply and
 
demand are considered.
The prices also have effect on the estimated production profiles and economic cut-off of the projects. Furthermore, climate
considerations are a part of the investment decisions following Equinor’s strategy
 
and commitments to the energy transition.
Norway’s Climate Action Plan for the period 2021-2030 (Meld. St 13 (2020-2021)) which assumes
 
a gradually increased CO
2
 
tax (the
total of EU ETS + Norwegian CO
2
 
tax) in Norway to 2,000 NOK/tonne in 2030 is used for impairment calculations
 
of Norwegian
upstream assets.
To reflect that carbon will have a cost for all our assets the current best estimate is considered to be EU ETS for countries outside EU
where carbon is not already subject to taxation or where Equinor has not established specific estimates.
The long-term NOK currency exchange rates are expected to be unchanged compared to previous
 
long-term assumptions. The
NOK/USD rate from 2026 and onwards is kept at 8.50, the NOK/EUR at 10.00. The USD/GBP
 
rate is kept at 1.35.
The base discount rate applied in value in use calculations is 5.0% real after tax. The discount
 
rate is derived from Equinor’s weighted
average cost of capital. For projects, mainly within the REN segment in periods with
 
fixed low risk income, a lower discount rate will be
considered. A derived pre-tax discount rate is in the range of 24% for E&P Norway, 6% for E&P USA and 7% for MMP depending
 
on
the asset’s characteristics, such as specific tax treatments, cash flow profiles, and economic life. The pre-tax rates for 2022 were
 
42-
102%, 6-9% and 7% respectively, in addition to 8-9% for E&P International.
Sensitivities
Significant downward adjustments in Equinor's commodity price assumptions would result in impairment losses
 
on certain producing
and development assets, including intangible assets subject to impairment assessment, while
 
an opposite adjustment could lead to
impairment-reversals. Assuming a reasonably possible 30% decline in commodity price forecasts over the
 
assets' lifetime could result
in an illustrative impairment recognition of approximately USD 11 billion before tax effects. See note 3 Climate change and energy
transition for possible effect of using the prices in a 1.5ºC compatible Net Zero Emission by 2050
 
scenario and the Announced
Pledges.
Similarly, for illustrative purposes, Equinor assessed the sensitivity of the discount rate used in the value in use calculations for
upstream producing assets and certain related intangible assets. It was determined an increase
 
in the discount rate from 5.0% to 6%
real after tax, in isolation, the impairment amount recognised could have a potential impact
 
of USD 2 billion before tax effects.
The illustrative impairment sensitivities above are based on a simplified method, which assumes
 
no changes to other input factors.
However, Equinor notes a price reduction of 30% or those representing Net Zero Emission scenario and Announced Pledges
Scenario would likely impact business plans and other factors used in estimating an
 
asset’s recoverable amount. The correlated
changes reduce the stand-alone impact of the price sensitivities. Changes in such input factors would likely
 
include a reduction in the
cost level in the oil and gas industry and offsetting foreign currency effects, which has historically occurred following significant
changes in commodity prices.
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
204
15 Joint arrangements and associates
Accounting policies
Joint operations and similar arrangements, joint ventures and associates
A joint arrangement is a contractual arrangement whereby Equinor and other parties undertake an
 
activity subject to joint control, i.e.
when decisions about the relevant activities require the unanimous consent of the parties
 
sharing control. Such joint arrangements are
classified as either joint operations or joint ventures. In determining the appropriate classification, Equinor
 
considers the nature of
products and markets of the arrangements and whether the substance of the agreements is
 
that the parties involved have rights to
substantially all the arrangement's assets and obligations for the liabilities, or whether the parties involved have
 
rights to the net
assets of the arrangement. Equinor accounts for its share of assets, liabilities, revenues
 
and expenses in joint operations in
accordance with the principles applicable to those particular assets, liabilities, revenues and expenses.
Those of Equinor's exploration and production licence activities that are within the scope
 
of IFRS 11 Joint Arrangements have been
classified as joint operations. A considerable number of Equinor's unincorporated joint exploration
 
and production activities are
conducted through arrangements that are not jointly controlled, either because unanimous consent
 
is not required among all parties
involved, or no single group of parties has joint control over the activity. Licence activities where control can be achieved through
agreement between more than one combination of involved parties are considered to be
 
outside the scope of IFRS 11, and these
activities are accounted for on a pro-rata basis using Equinor's ownership share. Currently, Equinor uses IFRS 11 by analogy for all
such unincorporated licence arrangements whether these are in scope of IFRS 11 or not. Reference is made to note 5 Segments for
financial information related to Equinor’s participation in joint operations within
 
upstream activities.
Joint ventures, in which Equinor has rights to the net assets currently include the majority of
 
Equinor’s investments in the Renewables
(REN) operating and reporting segment. Equinor’s participation in joint arrangements
 
that are joint ventures and investments in
companies in which Equinor has neither control nor joint control but has the ability to
 
exercise significant influence over operating and
financial policies, are classified and accounted for as equity accounted investments.
Under the equity method, the investment is carried on the Consolidated balance sheet at cost
 
plus post-acquisition changes in
Equinor’s share of net assets of the entity, less distributions received and less any impairment in value of the investment. Equinor also
reflects its share of the investment’s other comprehensive income (OCI) arisen after the acquisition. The
 
part of an equity accounted
investment’s dividend distribution exceeding the entity’s carrying amount in the Consolidated balance sheet is reflected as income
from equity accounted investments in the Consolidated statement of income. Equinor will subsequently
 
only reflect the share of net
profit in the investment that exceeds the dividend already reflected as income.
The Consolidated statement of income reflects Equinor’s share of the results
 
after tax of an equity accounted entity, adjusted to
account for depreciation, amortisation and any impairment of the equity accounted entity’s assets based on their
 
fair values at the
date of acquisition. In case of material differences in accounting policies, adjustments are made in order to
 
bring the accounts of the
equity accounted investment in line with Equinor’s accounting policies. Net income/loss from
 
equity accounted investments is
presented on a separate line as part of Total revenues and other income, as investments in and participation with significant influence
in other companies engaged in energy-related business activities is considered to be part of Equinor’s
 
main operating activities.
Acquisition of ownership shares in joint ventures and other equity accounted investments in which the
 
activity constitutes a business,
are accounted for in accordance with the requirements applicable to business combinations. Please
 
refer to note 6 Acquisitions and
disposals for more details on acquisitions.
Equinor as operator of joint operations and similar arrangements
Indirect operating expenses such as personnel expenses are accumulated in cost pools. These
 
costs are allocated on an hours’
incurred basis to business areas and Equinor-operated joint operations under IFRS 11 and to similar arrangements (licences) outside
the scope of IFRS 11. Costs allocated to the other partners' share of operated joint operations and similar arrangements are
reimbursed and only Equinor's share of the statement of income and balance sheet items related
 
to Equinor-operated joint operations
and similar arrangements are reflected in the Consolidated statement of income and the Consolidated
 
balance sheet.
-----------------------------------------------------------------------------------------------------------------------------
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
205
Joint ventures and other equity accounted investments
(in USD million)
2023
2022
Net investments at 1 January
2,758
2,686
Net income/(loss) from equity accounted investments
(1)
620
Impairment
1)
(363)
(832)
Acquisitions and increase in capital
926
337
Dividend and other distributions
(286)
(210)
Other comprehensive income/(loss)
(10)
384
Divestments, derecognition and decrease in paid in
 
capital
2)
(517)
(22)
Other
0
(205)
Net investments at 31 December
2,507
2,758
1)
 
Mainly related to Renewable offshore wind industry in US, see also note 14 Impairments.
2)
 
Mainly related to change in accounting treatment for Bandurria Sur (accounted for
 
by proportionally consolidation from 1
st
 
of April
2023).
Equity accounted investments consist of several investments, none above USD 0.5 billion. None
 
of the investments are significant on
an individual basis. Voting rights correspond to ownership share.
 
16 Financial investments and financial receivables
Non-current financial investments
At 31 December
(in USD million)
2023
2022
Bonds
1,863
1,448
Listed equity securities
1,035
794
Non-listed equity securities
543
491
Financial investments
3,441
2,733
Bonds and equity securities mainly relate to investment portfolios held by Equinor’s
 
captive insurance company and other listed and
non-listed equities held for long-term strategic purposes, mainly accounted for using fair value through
 
profit or loss.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
206
Non-current prepayments and financial receivables
At 31 December
(in USD million)
2023
2022
Interest-bearing financial receivables
 
341
1,658
Other interest-bearing receivables
40
66
Prepayments and other non-interest-bearing receivables
910
339
Prepayments and financial receivables
1,291
2,063
Prepayments and other non-interest-bearing receivables mainly relate to commodity sales contracts with
 
customers and lease
prepayments. Interest-bearing financial receivables primarily relate to loans to employees and
 
project financing of equity accounted
companies. Other interest-bearing receivables primarily relate to financial sublease and tax receivables.
Current financial investments
At 31 December
(in USD million)
2023
2022
Time deposits
17,846
12,373
Interest-bearing securities
11,378
17,504
Financial investments
29,224
29,876
At 31 December 2023, current financial investments
include USD 458 million in investment portfolios held by Equinor’s
 
captive
insurance company which mainly are accounted for using fair value through profit or loss.
 
The corresponding balance at 31 December
2022 was USD 410 million.
For information about financial instruments by category, see note 28
Financial instruments and fair value measurement
.
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
207
17 Inventories
Accounting policies
Inventories
Commodity inventories not held for trading purposes are stated at the lower of cost and net realisable
 
value. Cost is determined by the
first-in first-out method and comprises direct purchase costs, cost of production, transportation, and manufacturing
 
expenses.
Commodity inventories held for trading purposes are measured at fair value less cost to sell (FVLCS), with
 
subsequent changes in fair
value recognised in the Consolidated statement of income as part of Revenues. These inventories
 
are categorised within level 2 of the
fair value hierarchy.
------------------------------------------------------------------------------------------------------------------------------
At 31 December
(in USD million)
2023
2022
Crude oil
2,051
2,115
Petroleum products
380
451
Natural gas
54
127
Commodity inventories at the lower of cost and net
 
realisable value
2,485
2,693
Natural gas held for trading purposes measured
 
at fair value
810
1,994
Other
520
517
Total inventories
3,814
5,205
Inventories held for trading purposes consist of natural gas storages held by Danske Commodities.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
208
18 Trade and other receivables
At 31 December
(in USD million)
2023
2022
Trade receivables from contracts with customers
1)
10,706
15,213
Other current receivables
1,774
992
Collateral receivables
2)
2,186
3,468
Receivables from participation in joint operations and
 
similar arrangements
471
661
Receivables from equity accounted associated companies
 
and other related parties
1,056
1,276
Total financial trade and other receivables
16,193
21,611
Non-financial trade and other receivables
740
841
Trade and other receivables
16,933
22,452
1) Trade receivables from contracts with customers are shown
 
net of an immaterial provision for expected
 
losses.
2) Mainly related to cash paid as security for
 
a portion of Equinor's credit exposure.
 
For more information about the credit quality of Equinor's counterparties, see note 4 Financial risk
 
and capital management. For
currency sensitivities, see note 28 Financial instruments and fair value measurement. For
 
further information on receivables from
equity accounted associated companies and other related parties, see note 27 Related parties.
19 Cash and cash equivalents
Accounting policies
Cash and cash equivalents are accounted for at amortised cost and include cash in hand, bank
 
deposits, and short-term highly liquid
investments with original maturity of three months or less which are readily convertible to known
 
amounts of cash and subject to
insignificant risk of changes in fair value. Contractually mandatory deposits in escrow bank accounts are included
 
as restricted cash
and cash equivalents if the deposits are provided as part of the Group’s operating activities and therefore are deemed
 
as held for the
purpose of meeting short-term cash commitments, and the deposits can be released from the escrow
 
account without undue
expenses.
 
At 31 December
(in USD million)
2023
2022
Cash at bank available
2,295
2,220
Time deposits
1,337
836
Money market funds
1,875
3,106
Interest-bearing securities
2,563
3,276
Restricted cash and cash equivalents, including collateral
 
deposits
1,572
6,140
Cash and cash equivalents
9,641
15,579
Restricted cash and cash equivalents at 31 December 2023 includes collateral deposits of USD 1,572 million
 
related to trading
activities. Correspondingly,
 
collateral deposits at 31 December 2022 were USD 6,128 million. Collateral deposits are related
 
to certain
requirements of exchanges where Equinor is trading. The terms and conditions related to these requirements
 
are determined by the
respective exchanges.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
209
20 Shareholders' equity,
 
capital distribution and earnings per share
Number of shares
NOK per value
NOK
USD
Share capital at 1 January 2023
3,175,470,159
2.50
7,938,675,397.50
1,142,036,265
Capital reduction
(172,365,554)
2.50
(430,913,885.00)
(41,519,325)
Share capital at 31 December 2023
3,003,104,605
2.50
7,507,761,512.50
1,100,516,940
Number of shares
NOK per value
Common Stock
Authorised and issued
3,003,104,605
2.50
7,507,761,512.50
Treasury shares
Share buy-back programme
(49,486,793)
2.50
(123,716,982.50)
Employees share saving plan
(8,884,668)
2.50
(22,211,670.00)
Total outstanding shares
2,944,733,144
2.50
7,361,832,860.00
Equinor ASA has only one class of shares and all shares have voting rights. The holders
 
of shares are entitled to receive dividends as
and when declared and are entitled to one vote per share at the annual general
 
meeting of the company.
Dividend
During 2023, dividend for the third and for the fourth quarter of 2022 and dividend for
 
the first and second quarter of 2023 were
settled. Dividend declared but not yet settled is presented as dividends payable in the Consolidated
 
balance sheet. The Consolidated
statement of changes in equity shows declared dividend in the period (retained earnings). Dividend
 
declared in 2023 relates to the
fourth quarter of 2022 and to the first three quarters of 2023.
On 6 February 2024, the board of directors proposed to the annual general meeting
 
on 14 May 2024 an ordinary cash dividend for the
fourth quarter of 2023 of USD 0.35 per share and an extraordinary cash dividend of USD 0.35 per
 
share. The Equinor share will trade
ex-dividend 15 May 2024 on Oslo Børs and for ADR holders on New York Stock Exchange. Record date will be 16 May 2024 and
payment date will be 28 May 2024.
At 31 December
(in USD million)
2023
2022
Dividends declared
10,783
7,549
USD per share or ADS
3.6000
2.4000
Dividends paid
10,906
5,380
USD per share or ADS
3.6000
1.6800
NOK per share
37.8522
16.4837
-------------------------------------------------------------------------------------------------------------------------------------
Accounting policies
Share buy-back
Where Equinor has either acquired own shares under a share buy-back programme
 
or has placed an irrevocable order with a third
party for Equinor shares to be acquired in the market, such shares are reflected
 
as a reduction in equity as treasury shares. Treasury
shares are not included in the weighted average number of ordinary shares outstanding in the
 
calculation of Earnings per share. The
remaining outstanding part of an irrevocable order to acquire shares is accrued for and classified as Trade, other payables and
provisions.
-------------------------------------------------------------------------------------------------------------------------------------
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
210
Share buy-back programme
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, the Norwegian State will
participate in share buy-backs on a proportionate basis, ensuring that its ownership interest
 
in Equinor remains unchanged at 67%.
On 6 February 2024, the board of directors decided to announce a two-year share
 
buy-back programme for 2024-2025 of USD 10-12
billion in total, with USD 6 billion for 2024. The share buy-back programme will be subject to market
 
outlook and balance sheet
strength.
The first tranche of up to USD 1.2 billion of the 2024 share buy-back programme will commence on 8 February
 
and end no later than
5 April 2024. The first tranche of the 2024 share buy-back programme is based
 
on the authorisation from the annual general meeting
in May 2023, valid until the next annual general meeting, but no later than 30 June
 
2024. Commencement of new share buy-back
tranches after the first tranche in 2024 will be decided by the board of directors on a quarterly
 
basis in line with the company’s
dividend policy and will be subject to existing and new board authorisations for share buy-back from the
 
company’s annual general
meeting and agreement with the Norwegian State regarding share buy-back.
Number of shares
2023
2022
Share buy-back programme at 1 January
42,619,172
13,460,292
Purchase
63,748,254
56,290,671
Cancellation
(56,880,633)
(27,131,791)
Share buy-back programme at 31 December
49,486,793
42,619,172
Equity impact of share buy-back programmes
(in USD million)
2023
2022
First tranche
330
330
Second tranche
550
440
Third tranche
550
605
Fourth tranche
550
605
Total open market share
1,980
1,980
Norwegian state share
1)
3,705
1,399
Total
5,685
3,380
1) Relates to second to fourth tranche of previous year programme and first tranche of current
 
year programme.
Based on the authorisation from the annual general meeting on 10 May 2023, the Board
 
of directors has, on a quarterly basis,
decided on share buy-back tranches. The 2023 programme was up to USD 6 billion,
 
including shares to be redeemed from the
Norwegian State.
During 2023, four tranches of in total USD 6 billion were launched,
 
including shares to be redeemed from the Norwegian State. The
acquisition of the fourth tranche in the open market was finalised in January 2024. As
 
of 31 December 2023, USD 410 million of the
fourth tranche had been purchased in the open market, of which USD 388 million had been settled.
 
Due to an irrevocable agreement
with a third party, the remaining order of USD 162 million is accrued for and classified as Trade, other payables and provisions.
In order to maintain the Norwegian State’s ownership share in Equinor, a proportionate share of the second, third and fourth tranche
of the 2022 programme as well as the first tranche of the 2023 programme was redeemed
 
and annulled after approval by the annual
general meeting on 10 May 2023. The liability to the Norwegian State of USD 3.705 billion
 
(NOK 39.071 billion) was settled in June
2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
211
Employees share saving plan
Number of shares
2023
2022
Share saving plan at 1 January
10,908,717
12,111,104
Purchase
2,204,207
2,127,172
Allocated to employees
(4,228,256)
(3,329,559)
Share saving plan at 31 December
8,884,668
10,908,717
In 2023 and 2022 treasury shares were purchased to employees participating in the share saving plan for USD 68 million
 
and USD 72
million, respectively. For further information, see note 8 Salaries and personnel expenses.
 
Earnings per share
(in USD million)
2023
2022
Basic earnings per share
Net income (loss) attributable to shareholders of
 
the company
11,885
28,746
Weighted average number of ordinary shares outstanding
3,021
3,174
Basic earnings per share (in USD)
3.93
9.06
Diluted earnings per share
Net income (loss) attributable to shareholders of
 
the company
11,885
28,746
Weighted average number of ordinary shares outstanding, diluted
3,027
3,183
Diluted earnings per share (in USD)
3.93
9.03
Basic and diluted earnings per share amounts are calculated by dividing the Net income (loss) for
 
the year attributable to shareholders
by relevant weighted average number of ordinary shares outstanding during the year. Shares purchased to employees participating in
the share saving plan is the only diluting element.
 
 
21 Finance debt
Non-current finance debt
Finance debt measured at amortised cost
Weighted average interest
rates in %
1)
Carrying amount in USD
millions at 31 December
Fair value in USD
 
millions at 31 December
2)
2023
2022
2023
2022
2023
2022
Unsecured bonds
United States Dollar (USD)
3.82
3.82
15,705
17,190
15,037
16,167
Euro (EUR)
1.51
1.42
6,633
7,465
6,177
6,782
Great Britain Pound (GBP)
6.08
6.08
1,747
1,652
2,013
1,836
Norwegian Kroner (NOK)
4.18
4.18
295
304
302
311
Total unsecured bonds
24,380
26,612
23,529
25,097
Unsecured loans
Brazilian real (BRL)
10.10
-
179
-
179
-
Japanese Yen (JPY)
4.30
4.30
71
76
83
90
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
212
Total unsecured loans
250
76
262
90
Total
24,630
26,688
23,791
25,187
Non-current finance debt due within one year
2,400
2,547
2,415
2,597
Non-current finance debt
22,230
24,141
21,376
22,590
1)
 
Weighted average interest rates are calculated based on the contractual rates on the loans per currency at 31 December
 
and do
not include the effect of swap agreements.
2)
 
Fair values are determined from external calculation models based on market observations
 
from various sources, classified at
level 2 in the fair value hierarchy. For more information regarding fair value hierarchy, see note 28 Financial instruments and fair
value measurement.
Unsecured bonds amounting to USD 15,705 million are denominated in USD and unsecured bonds denominated
 
in other currencies
amounting to USD 7,848 million are swapped into USD. One bond denominated in EUR amounting
 
to USD 827 million is not
swapped. The table does not include the effects of agreements entered into to swap the various currencies into
 
USD. For further
information see note 28 Financial instruments and fair value measurement.
Substantially all unsecured bonds and unsecured bank loan agreements contain provisions restricting future
 
pledging of assets to
secure borrowings without granting a similar secured status to the existing bondholders and lenders.
No new bonds were issued in 2023.
Out of Equinor's total outstanding unsecured bond portfolio, 34 bond agreements contain provisions
 
allowing Equinor to call the debt
prior to its final redemption at par or at certain specified premiums if there are changes to
 
the Norwegian tax laws. The carrying
amount of these agreements is USD 24,076 million at the 31 December 2023 closing currency exchange
 
rate.
For more information about the revolving credit facility, maturity profile for undiscounted cash flows and interest rate risk management,
see note 4 Financial risk and capital management.
 
 
Non-current finance debt maturity profile
At 31 December
(in USD million)
2023
2022
Year 2 and 3
4,683
4,794
Year 4 and 5
4,511
4,510
After 5 years
13,035
14,837
Total repayment of non-current finance debt
22,230
24,141
Weighted average maturity (years - including current portion)
9
9
Weighted average annual interest rate (% - including current portion)
3.41
3.29
 
Current finance debt
At 31 December
(in USD million)
2023
2022
Collateral liabilities
458
1,571
Non-current finance debt due within one year
2,400
2,547
Other including US Commercial paper programme
 
and bank overdraft
3,138
241
Total current finance debt
5,996
4,359
Weighted average interest rate (%)
3.77
2.22
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
213
Collateral liabilities and other current liabilities mainly relate to cash received as security for
 
a portion of Equinor's credit exposure and
outstanding amounts on US Commercial paper (CP) programme. Issuance on the CP programme
 
amounted to USD 1,895 million as
of
 
31 December 2023 and USD 227 million as of 31 December 2022.
Reconciliation of cash flows from financing activities
 
to finance line items in balance sheet
 
(in USD million)
Non-current
finance debt
Current
finance
debt
Financial
receivable
Collaterals
1)
Additional
paid in
capital
2)
Non-
controlling
interest
Dividend
payable
Lease
liabilities
3)
Total
At 1 January 2023
24,140
4,359
(3,468)
3,041
1
2,808
3,667
Repayment of finance debt
(2,818)
(2,818)
Repayment of lease liabilities
(1,422)
(1,422)
Dividend paid
(10,906)
(10,906)
Share buy-back
(5,589)
(5,589)
Net current finance debt and other
finance activities
1,385
1,287
(69)
(10)
2,593
Net cash flow from financing activities
(2,818)
1,385
1,287
(5,658)
(10)
(10,906)
(1,422)
(18,142)
Transfer to current portion
147
(147)
Effect of exchange rate changes
321
44
(5)
-
(25)
Dividend declared
10,783
Debt in RIO Energy
437
New leases
1,379
Other changes
2
354
(1)
2,617
19
(36)
(29)
Net other changes
907
251
(6)
2,617
19
10,747
1,325
At 31 December 2023
22,230
5,995
(2,185)
-
10
2,649
3,570
(in USD million)
Non-current
finance debt
Current
finance
debt
Financial
receivable
Collaterals
1)
Additional
paid in
capital
2)
Non-
controlling
interest
Dividend
payable
Lease
liabilities
3)
Total
At 1 January 2022
27,404
5,273
(1,577)
6,408
14
582
3,562
Repayment of finance debt
(250)
(250)
Repayment of lease liabilities
(1,366)
(1,366)
Dividend paid
(5,380)
(5,380)
Share buy-back
(3,315)
(3,315)
Net current finance debt and other
finance activities
-
(2,982)
(2,038)
(73)
(8)
(5,102)
Net cash flow from financing activities
(250)
(2,982)
(2,038)
(3,388)
(8)
(5,380)
(1,366)
(15,414)
Transfer to current portion
(2,297)
2,297
Effect of exchange rate changes
(710)
(78)
145
(3)
(149)
Dividend declared
7,549
New leases
1,644
Other changes
(7)
(151)
21
(2)
57
(24)
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
214
Net other changes
(3,014)
2,068
145
21
(5)
7,606
1,471
At 31 December 2022
24,140
4,359
(3,468)
3,041
1
2,808
3,667
1)
 
Financial receivable collaterals are included in Trade and other receivables in the Consolidated balance sheet. See note
 
18
Trade and other receivables for more information.
2)
 
Other changes in additional paid in capital have been moved to retained earnings.
 
3)
 
See note 25 Leases for more information.
 
22 Pensions
Accounting policies
Equinor has pension plans for employees that either provide a defined pension benefit upon retirement or a
 
pension dependent on
defined contributions and related returns. A portion of the contributions are provided
 
for as notional contributions, for which the liability
increases with a promised notional return, set equal to the actual return of assets invested through
 
the ordinary defined contribution
plan. For defined benefit plans, the benefit to be received by employees generally
 
depends on many factors including length of
service, retirement date and future salary levels.
Equinor's proportionate share of multi-employer defined benefit plans is recognised as liabilities in the Consolidated balance
 
sheet as
sufficient information is considered available, and a reliable estimate of the obligation can be made.
The cost of pension benefit plans is expensed over the period that the employees render
 
services and become eligible to receive
benefits. The calculation is performed by an external actuary. Equinor's net obligation from defined benefit pension plans is calculated
separately for each plan by estimating the amount of future benefit that employees have earned
 
in return for their services in the
current and prior periods. That benefit is discounted to determine its present value, and the fair
 
value of any plan assets is deducted.
The recognition of a net surplus for the funded plan is based on the assumption that the net
 
assets represent a future value for
Equinor, either as a possible distribution to premium fund which can be used for future funding of new liabilities, or as disbursement of
equity in the pension fund.
Contributions to defined contribution schemes are recognised in the Consolidated statement of income
 
as pension costs in the period
in which the contribution amounts are earned by the employees.
Notional contribution plans, reported in the parent company Equinor ASA, are recognised as Pension
 
liabilities with the actual value of
the notional contributions and promised return at reporting date. Notional contributions are recognised
 
in the Consolidated statement
of income as periodic pension cost, while changes in fair value of the employees’ notional assets
 
are reflected in the Consolidated
statement of income under Net financial items.
Periodic pension cost is accumulated in cost pools and allocated to business areas and Equinor’s
 
operated joint operations (licences)
on an hours’ incurred basis and recognised in the Consolidated statement of income based on
 
the function of the cost.
------------------------------------------------------------------------------------------------------------------------------------
Pension plans in Equinor
The main pension plans for Equinor ASA and its most significant subsidiaries are defined contribution
 
plans which includes certain
unfunded elements (notional contribution plans). In addition, several employees and former employees of
 
the Equinor Group is a
member of certain defined benefit plans. The benefit plan in Equinor ASA was closed in 2015
 
for new employees and for employees
with more than 15 years to regular retirement age. Equinor's defined benefit plans are generally
 
based on a minimum of 30 years of
service and 66% of the final salary level, including an assumed benefit from the Norwegian National
 
Insurance Scheme. The
Norwegian companies in the group are subject to, and complies with, the requirements of the Norwegian
 
Mandatory Company
Pensions Act.
The defined benefit plans in Norway are managed and financed through Equinor Pensjon (Equinor's
 
pension fund - hereafter Equinor
Pension). Equinor Pension is an independent pension fund that covers the employees in Equinor's
 
Norwegian companies. The
pension fund's assets are kept separate from the company's and group companies' assets. Equinor Pension
 
is supervised by the
Financial Supervisory Authority of Norway ("Finanstilsynet") and is licenced to operate as a pension
 
fund.
Equinor has more than one defined benefit plan, but the disclosure is made in total since
 
the plans are not subject to materially
different risks. Pension plans outside Norway are not material and as such not disclosed separately. In this note pension costs are
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
215
presented on a gross basis before allocation to licence partners. In the Consolidated statement
 
of income, the pension costs in
Equinor ASA are presented net of costs allocated to licence partners.
Equinor is also a member of a Norwegian national agreement-based early retirement plan (“AFP”), and the
 
premium is calculated
based on the employees' income but limited to 7.1 times the basic amount in the National Insurance
 
scheme (7.1 G). The premium is
payable for all employees until age 62. Pension from the AFP scheme will be paid from
 
the AFP plan administrator to employees for
their full lifetime.
 
Net pension cost
Total pension costs amount to USD 441 million in 2023, USD 458 million in 2022 and USD 488 million in 2021. In addition, interest
cost and interest income related to defined benefit plans are included in the Consolidated
 
statement of income within Net financial
items.
 
Changes in pension liabilities and plan assets
 
during the year
(in USD million)
2023
2022
Pension liabilities at 1 January
7,664
9,358
Current service cost
145
183
Interest cost
318
105
Actuarial (gains)/losses and currency effects
338
(1,785)
Changes in notional contribution liability and other
 
effects
56
67
Benefits paid
(284)
(258)
Losses/(gains) from curtailment, settlement or plan
 
amendment
91
(5)
Pension liabilities at 31 December
8,328
7,664
Fair value of plan assets at 1 January
5,213
6,404
Interest income
190
116
Return on plan assets (excluding interest income)
202
(622)
Company contributions
211
104
Benefits paid
(141)
(121)
Losses (gains) from curtailment, settlement or plan
 
amendment
113
(5)
Other effects
-
6
Foreign currency translation effects
(124)
(669)
Fair value of plan assets at 31 December
5,664
5,213
Net pension liability at 31 December
2,665
2,452
Represented by:
Asset recognised as non-current pension assets
 
(funded plan)
1,260
1,219
Liability recognised as non-current pension liabilities
 
(unfunded plans)
3,925
3,671
Pension liabilities specified by funded and unfunded
 
pension plans
8,328
7,664
Funded
4,404
3,994
Unfunded
3,925
3,670
Equinor recognised an actuarial loss from changes in financial assumptions in 2023. No changes in interest
 
rate compared to year
end 2022, but other assumptions increased with 50 basis points. An actuarial gain was recognised
 
in 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
216
Actuarial assumptions
Assumptions used to determine
benefit obligations in %
Rounded to the nearest quartile
2023
2022
Discount rate
3.75
3.75
Rate of compensation increase
4.00
3.50
Expected rate of pension increase
3.25
2.75
Expected increase of social security base amount (G-amount)
3.75
3.25
Weighted-average duration of the defined benefit obligation
13.25
13.50
The assumptions presented are for the Norwegian companies in Equinor which are members of Equinor's pension
 
fund. The defined
benefit plans of other subsidiaries are immaterial to the consolidated pension assets and liabilities.
Sensitivity analysis
The table below presents an estimate of the potential effects of changes in discount rate and expected rate of
 
pension increase for the
defined benefit plans. The following estimates are based on facts and circumstances as of 31 December
 
2023.
Discount rate
Expected rate of
pension increase
(in USD million)
0.50%
-0.50%
0.50%
-0.50%
Effect on:
Defined benefit obligation at 31 December 2023
(521)
587
494
(451)
The sensitivity of the financial results to each of the key assumptions has been estimated
 
based on the assumption that all other
factors would remain unchanged. The estimated effects on the financial result would differ from those that would actually
 
appear in the
Consolidated financial statements because the Consolidated financial statements would also reflect the
 
relationship between these
assumptions.
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
217
Pension assets
The plan assets related to the defined benefit plans were measured at fair value. Equinor Pension
 
invests in both financial assets and
real estate.
The table below presents the portfolio weighting as approved by the board of Equinor Pension
 
for 2023. The portfolio weight during a
year will depend on the risk capacity.
Target portfolio
weight
(in %)
2023
2022
Equity securities
33.6
32.9
 
30-38
Interest bearing investments
61.7
60.5
 
52-65
Real estate
4.7
6.6
 
5-10
Total
100.0
100.0
In 2023, 100% of the equity securities and 13% of bonds had quoted market prices in an
 
active market. 87% of bonds and 100% of
money market instruments had market prices based on inputs other than quoted prices. If quoted
 
market prices are not available, fair
values are determined from external calculation models based on market observations from various
 
sources.
In 2022, 44% of the equity securities and 3% of bonds had quoted market prices in an active market.
 
54% of the equity securities,
97% of bonds and 100% of money market instruments had market prices based on inputs other
 
than quoted prices.
For definition of the various levels, see note 28 Financial instruments and fair value measurement.
Estimated company contributions to be made to Equinor Pension in 2024 is approximately USD
 
109 million.
23 Provisions and other liabilities
Accounting policies
Asset retirement obligations (ARO)
Provisions for asset retirement obligations (ARO) are recognised when Equinor has an obligation
 
(legal or constructive) to dismantle
and remove a facility or an item of property, plant and equipment and to restore the site on which it is located, and when a reliable
estimate of that liability can be made. Normally an obligation arises for a new facility, such as an oil and natural gas production or
transportation facility, upon construction or installation. An obligation may also arise during the period of operation of a facility through
a change in legislation or through a decision to terminate operations or be based on commitments
 
associated with Equinor's ongoing
use of pipeline transport systems where removal obligations rest with the volume shippers.
The amount recognised is the present value of the estimated future expenditures determined in accordance
 
with local conditions and
requirements. The cost is estimated based on current regulations and technology, considering relevant risks and uncertainties. The
discount rate used in the calculation of the ARO is a market-based risk-free rate based
 
on the applicable currency and time horizon of
the underlying cash flows. The provisions are classified under Provisions in the Consolidated
 
balance sheet.
When a provision for ARO is recognised, a corresponding amount is recognised as an increase
 
of the related asset within property,
plant and equipment and is subsequently depreciated over the useful life of the asset. Any
 
change in the present value of the
estimated expenditure is reflected as an adjustment to the provision and the corresponding adjustment to the carrying
 
value of the
property, plant and equipment. When a decrease in the ARO related to a producing asset exceeds the carrying amount of the asset,
the excess is recognised as a reduction of Depreciation, amortisation and net impairment
 
in the Consolidated statement of income.
When an asset has reached the end of its useful life, all subsequent changes to the ARO
 
are recognised as they occur in Operating
expenses in the Consolidated statement of income.
Removal provisions associated with Equinor's role as shipper of volumes through third party transport
 
systems are expensed as
incurred.
Estimation uncertainty regarding asset retirement obligations
Establishing the appropriate estimates for such obligations are based on historical knowledge combined with
 
knowledge of ongoing
technological developments, expectations about future regulatory and technological development and
 
involve the application of
judgement and an inherent risk of significant adjustments. The costs of decommissioning and
 
removal activities require revisions due
to changes in current regulations and technology while considering relevant risks and
 
uncertainties. Most of the removal activities are
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
218
many years into the future, and the removal technology and costs are constantly changing. The
 
speed of the transition to renewable
energy sources may also influence the production period, hence the timing of the removal activities.
 
The estimates include
assumptions of norms, rates and time required which can vary considerably depending on the
 
assumed removal complexity.
Moreover, changes in the discount rate and foreign currency exchange rates may impact the estimates significantly. As a result, the
initial recognition of ARO and subsequent adjustments involve the application of significant
 
judgement.
---------------------------------------------------------------------------------------------------------------------------------
(in USD million)
Asset retirement
obligations
Other
 
provisions and
liabilities
Total
Non-current portion at 31 December 2022
11,569
4,064
15,633
Current portion at 31 December 2022 reported
 
as Trade, other payables and
provisions
165
494
659
Provisions and other liabilities at 31 December 2022
11,734
4,558
16,292
New or increased provisions and other liabilities
488
443
931
Change in estimates
845
25
870
Amounts charged against provisions and other liabilities
(126)
(301)
(427)
Effects of change in the discount rate
(276)
13
(263)
Reduction due to divestments
(403)
97
(306)
Accretion expenses
462
76
538
Reclassification, transfer and other
(174)
(1,387)
(1,561)
Foreign currency translation effects
(190)
62
(128)
Provisions and other liabilities at 31 December 2023
12,360
3,586
15,946
Non-current portion at 31 December 2023
12,171
3,133
15,304
Current portion at 31 December 2023 reported
 
as Trade, other payables and
provisions
190
452
642
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
219
Equinor's estimated asset retirement obligations (ARO) have increased by USD 626 million to USD
 
12,360 million at 31 December
2023 compared to year-end 2022. Changes in ARO are reflected within Property, plant and equipment and Provisions and other
liabilities in the Consolidated balance sheet.
In certain production sharing agreements (PSA), Equinor’s estimated share of asset retirement
 
obligation (ARO) is paid into an escrow
account over the producing life of the field. These payments are considered down-payments of the
 
liabilities and included in the line
item Amounts charged against provisions and other liabilities.
Claims and litigations mainly relate to expected payments for unresolved claims. The timing
 
and amounts of potential settlements in
respect of these claims are uncertain and dependent on various factors that are outside management's
 
control. For further information
on provisions and contingent liabilities, see note 26 Other commitments, contingent liabilities and
 
contingent assets.
 
The timing of cash outflows of asset retirement obligations depends on the expected cease of production
 
at the various facilities.
Line item Reclassification, transfer and other includes USD 1,388 million related to SDFI liability. See note 27 Related parties for
further details.
Sensitivities with regards to discount rate on the total ARO portfolio
The discount rate sensitivity has been calculated by assuming a reasonably possible change of 1.3 percentage
 
points.
An increase in the discount rate of 1.3 percentage points would reduce the ARO liability by USD
 
1,994 million. A corresponding
reduction would increase the liability by USD 2,507 million. See note 3 Climate change and
 
energy transition for sensitivity with
regards to change in the removal year.
 
Expected timing of cash outflows
(in USD million)
Asset retirement
obligations
Other
 
provisions and
liabilities
Total
2024 - 2028
1,512
2,580
4,092
2029 - 2033
997
342
1,339
2034 - 2038
2,605
134
2,739
2039 - 2043
4,610
(42)
4,568
Thereafter
2,636
572
3,208
At 31 December 2023
12,360
3,586
15,946
24 Trade, other payables and provisions
At 31 December
(in USD million)
2023
2022
Trade payables
5,317
6,207
Non-trade payables and accrued expenses
2,210
2,688
Payables due to participation in joint operations and
 
similar arrangements
2,283
2,074
Payables to equity accounted associated companies
 
and other related parties
1,242
1,479
Total financial trade and other payables
11,052
12,449
Current portion of provisions and other non-financial
 
payables
819
903
Trade, other payables and provisions
11,870
13,352
Included in Current portion of provisions and other non-financial payables are certain provisions that
 
are further described in note 23
Provisions and other liabilities and in note 26 Other commitments, contingent liabilities and
 
contingent assets. For information
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
220
regarding currency sensitivities, see note 28 Financial instruments and fair value measurement.
 
For further information on payables to
equity accounted associated companies and other related parties, see note 27 Related parties.
25 Leases
Accounting policies
Leases
A lease is defined as a contract that conveys the right to control the use of an identified asset for
 
a period of time in exchange for
consideration. At the date at which the underlying asset is made available for Equinor, the present value of future lease
 
payments
(including extension options considered reasonably certain to be exercised) is recognised as
 
a lease liability. The present value is
calculated using Equinor’s incremental borrowing rate. A corresponding right-of-use
 
(RoU) asset is recognised, including lease
payments and direct costs incurred at the commencement date. Lease payments are reflected as interest
 
expense and a reduction of
lease liabilities. The RoU assets are depreciated over the shorter of each contract’s term and the
 
assets’ useful life.
Short term leases (12 months or less) and leases of low value assets are expensed or (if appropriate)
 
capitalised as incurred,
depending on the activity in which the leased asset is used.
Many of Equinor’s lease contracts, such as rig and vessel leases, involve several additional
 
services and components, including
personnel cost, maintenance, drilling related activities, and other items. For a number of these
 
contracts, the additional services
represent a not inconsiderable portion of the total contract value. Non-lease components within lease contracts
 
are accounted for
separately for all underlying classes of assets and reflected in the relevant expense category or (if
 
appropriate) capitalised as
incurred, depending on the activity involved.
Accounting judgement regarding leases
In the oil and gas industry, where activity frequently is carried out through joint arrangements or similar arrangements, the application
of IFRS 16 Leases requires evaluations of whether the joint arrangement or its operator is
 
the lessee in each lease agreement and
consequently whether such contracts should be reflected gross (100%) in the operator’s
 
financial statements, or according to each
joint operation partner’s proportionate share of the lease.
In many cases where an operator is the sole signatory to a lease contract of an asset to
 
be used in the activities of a specific joint
operation, the operator does so implicitly or explicitly on behalf of the joint arrangement. In certain jurisdictions,
 
and importantly for
Equinor as this includes the Norwegian continental shelf (NCS), the concessions granted by the
 
authorities establish both a right and
an obligation for the operator to enter into necessary agreements in the name of the joint operations
 
(licences).
As is the customary norm in upstream activities operated through joint arrangements, the operator
 
will manage the lease, pay the
lessor, and subsequently re-bill the partners for their share of the lease costs. In each such instance, it is necessary to determine
whether the operator is the sole lessee in the external lease arrangement, and if
 
so, whether the billings to partners may represent
sub-leases, or whether it is in fact the joint arrangement which is the lessee, with each
 
participant accounting for its proportionate
share of the lease. Where all partners in a licence are considered to share the primary responsibility for lease
 
payments under a
contract, Equinor’s proportionate share of the related lease liability and RoU asset will
 
be recognised net by Equinor. When Equinor is
considered to have the primary responsibility for the full external lease payments, the lease liability is recognised
 
gross (100%).
--------------------------------------------------------------------------------------------------------------------------------
Equinor leases certain assets, notably drilling rigs, transportation vessels, storages and office facilities for operational activities.
Equinor is mostly a lessee, and the use of leases serves operational purposes rather than
 
as a tool for financing.
 
Information related to lease payments and lease
 
liabilities
(in USD million)
2023
2022
Lease liabilities at 1 January
3,667
3,562
New leases, including remeasurements and cancellations
1,379
1,644
Gross lease payments
(1,590)
(1,484)
Lease interest
138
95
Lease repayments
 
(1,452)
(1,452)
(1,389)
(1,389)
Foreign currency translation effects
(25)
(149)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
221
Lease liabilities at 31 December
3,569
3,667
Current lease liabilities
1,279
1,258
Non-current lease liabilities
2,291
2,409
Equinor recognised revenues of USD 337 million in 2023 and USD 319 million in 2022 related
 
to lease costs recovered from licence
partners related to lease contracts being recognised gross by Equinor.
Commitments relating to lease contracts which had not yet commenced at year-end are included
 
within Other commitments in note
 
26 Other commitments, contingent liabilities and contingent assets.
A maturity profile based on undiscounted contractual cash flows for lease liabilities is
 
disclosed in note 4 Financial risk and capital
management.
Non-current lease liabilities maturity profile
At 31 December
(in USD million)
2023
2022
Year 2 and 3
1,342
1,360
Year 4 and 5
470
483
After 5 years
478
566
Total repayment of non-current lease liabilities
2,291
2,409
The Right of use assets are included within the line item Property, plant and equipment in the Consolidated balance sheet. See also
note 12 Property, plant and equipment.
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
222
26 Other commitments, contingent liabilities and contingent
 
assets
Accounting policies
Estimation uncertainty regarding levies
Equinor’s global business activities are subject to taxation on income and indirect taxes in various jurisdictions around the
world. In these jurisdictions, governments can respond to global or local development, including climate related matters and
public fiscal balances, by issuing new laws or other regulations stipulating changes in income tax, value added tax, tax on
emissions, customs duties or other levies which may affect profitability and even the viability of Equinor’s business in that
jurisdiction. Equinor mitigates this risk by using local legal representatives and staying up to date with the legislation in the
jurisdictions where activities are carried out. Occasionally, legal disputes arise from difference in interpretations. Equinor’s
legal department, together with local legal representatives, estimate the outcome from such legal disputes based on first-hand
knowledge. Such estimates may differ from the actual results.
--------------------------------------------------------------------------------------------------------------------------------
 
Contractual commitments
Equinor had contractual commitments of USD 11,259 million as of 31 December 2023. The contractual commitments reflect Equinor's
proportional share and mainly comprise construction and acquisition of property, plant and equipment as well as committed
investments/funding or resources in equity accounted entities. It also includes Equinors’ estimated
 
expenditures related to
commitments to drill a certain number of wells, commitments which sometimes can be a prerequisite to be awarded oil and
 
gas
exploration and production licences.
At the end of 2023, Equinor was committed to participate in 34 wells, with an average ownership
 
interest of approximately 46%.
Equinor's share of estimated expenditures to drill these wells amounts to USD 609 million. Additional
 
wells that Equinor may become
committed to participating in depending on future discoveries in certain licences are not included in
 
these numbers.
Other long-term commitments
Equinor has entered into various long-term agreements for pipeline transportation as well as terminal use, processing,
 
storage and
entry/exit capacity commitments and commitments related to specific purchase agreements. The
 
agreements ensure the rights to the
capacity or volumes in question, but also impose on Equinor the obligation to pay for the agreed-upon
 
service or commodity,
irrespective of actual use. The contracts' terms vary, with durations of up to 2060.
Take-or-pay contracts for the purchase of commodity quantities are only included in the table below if their contractually agreed
pricing is of a nature that will or may deviate from the obtainable market prices for the
 
commodity at the time of delivery.
Obligations payable by Equinor to entities accounted for in the Equinor group using the equity method
 
are included in the table below
with Equinor’s full proportionate share. For assets (such as pipelines) that are included in
 
the Equinor accounts through joint
operations or similar arrangements, and where consequently Equinor’s share of
 
assets, liabilities, income and expenses (capacity
costs) are reflected on a line-by-line basis in the Consolidated financial statements, the amounts in the table
 
include the net
commitment payable by Equinor (i.e. Equinor’s proportionate share of the
 
commitment less Equinor's ownership share in the
applicable entity).
The table below also includes USD 3,600 million as the non-lease components of lease agreements
 
reflected in the accounts
according to IFRS 16, as well as leases not yet commenced. For commenced leases, please
 
refer to note 25 Leases.
Nominal minimum other long-term commitments at 31 December 2023:
(in USD million)
2024
2,659
2025
1,972
2026
1,615
2027
1,187
2028
1,010
Thereafter
6,775
Total other long-term commitments
15,218
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
223
Guarantees
Equinor has guaranteed for its proportionate share of some of our associates’ long-term bank debt,
 
payment obligations under
contracts, and certain third-party obligations. The total amount guaranteed at year-end 2023 is USD
 
1,564 million. The book value of
the guarantees is immaterial.
Contingent liabilities and contingent assets
Claim from Petrofac regarding multiple variation order requests performed in Algeria (In Salah)
Petrofac International (UAE) LLC (“PIUL”) was awarded the EPC Contract to execute
 
the ISSF Project (the In Salah Southern Fields
Project in central Algeria). Following a suspension of activity in 2013, PIUL issued multiple
 
Variation Order Requests (“VoRs”) related
to the costs incurred for stand-by and remobilization costs. Several VoRs have been paid, but the settlement of the remaining has
been unsuccessful. PIUL initiated arbitration in August 2020 claiming an estimated amount
 
of USD 533 million, of which Equinor holds
a 31.85% share. Equinor's maximum exposure amounts to USD 163 million. Equinor has provided
 
for its best estimate in the matter.
Withholding tax dispute regarding remittances from Brazil to Norway
Remittances made from Brazil for services are normally subject to withholding income tax.
 
In 2012, Equinor’s subsidiaries in Brazil
filed a lawsuit to avoid paying this tax on remittances made to Equinor ASA and Equinor
 
Energy AS under the Double Tax Treaty
Brazil has with Norway. The lawsuit relates to services without transfer of technology on fields where Equinor is a partner. Court
proceedings through several levels in the legal system have been ongoing, and a final verdict has
 
not yet been reached. Withholding
tax has not been paid since 2014. Equinor's share of maximum exposure in the
 
case at year end 2023 is estimated at approximately
USD 159 million. Although Equinor continues to be of the view that all applicable
 
tax regulations have been applied in the case, recent
developments in similar litigation in Brazil have led to an updated evaluation of the likelihood of
 
loss, and Equinor has provided for the
best estimate in the case as income tax expense.
Suit for an annulment of Petrobras’ sale of the interest in BM-S-8 to Equinor
In March 2017, an individual connected to the Union of Oil Workers of Sergipe (Sindipetro) filed
 
a class action suit against Petrobras,
Equinor, and ANP - the Brazilian Regulatory Agency - to seek annulment of Petrobras’ sale of the interest and operatorship in BM-S-8
to Equinor, which was closed in November 2016 after approval by the partners and authorities. In February 2022, sentence in the
annulment case was issued at the first instance level, and Equinor won on all merits. The
 
case was appealed by the plaintiff and
Equinor has filed counter arguments. At the end of 2023, the acquired interest remains on Equinor’s
 
balance sheet, where the assets
related to phase 1 have been reclassified to property, plant and equipment and the assets related to phase 2 are presented as
intangible assets, all of which are part of the Exploration & Production International (E&P International)
 
segment.
Brazilian law creating uncertainty regarding certain tax incentives
Equinor is currently part in two legal matters in the state of Rio de Janeiro in Brazil
 
related to a law requiring taxpayers that benefits
from ICMS tax incentives (i.e. Repetro) to deposit 10% of the savings made from
 
such benefits into a state fund. Equinor is of the
opinion that specific incentives so far relevant for the Roncador and Peregrino fields are
 
not in scope of the law, while the state of Rio
de Janeiro requires deposits to be paid with the addition of fines and interest. While legal
 
developments in 2023 have included
clarification from the Supreme Court that the law is constitutional, subject to a final ruling, Equinor’s
 
litigation in the matter continues,
mainly related to the law’s impact specifically for Repetro and other state tax incentives. Equinor believes that
 
our view in the matter
will ultimately be upheld by the courts, and no amounts have consequently been provided for in the
 
financial statements. At year-end
2023, the maximum exposure for Equinor in the matter has been estimated to be
 
a total of USD 114 million.
 
KKD oil sands partnership
Canadian tax authorities have issued a notice of reassessment for 2014 for Equinor's Canadian
 
subsidiary which was party to
Equinor's divestment of 40% of the KKD Oil Sands partnership at that time. The reassessment
 
adjusts the allocation of the proceeds
of disposition of certain Canadian resource properties from the partnership. Maximum exposure is
 
estimated to be approximately USD
380 million. Following an administrative appeal process with Canadian tax authorities, Equinor
 
commenced court proceedings in the
matter in 2023. While the court process may take several years, the reassessment will impact
 
Equinor’s tax paying position while the
proceedings are ongoing. Equinor is of the view that all applicable tax regulations have been
 
applied in the case and that Equinor has
a strong position. No amounts have consequently been provided for in the financial statements.
Other claims
During the normal course of its business, Equinor is involved in legal proceedings, and several other
 
unresolved claims are currently
outstanding. The ultimate liability or asset, in respect of such litigation and claims cannot
 
be determined at this time. Equinor has
provided in its Consolidated financial statements for probable liabilities related to litigation and
 
claims based on its best estimate.
Equinor does not expect that its financial position, results of operations or cash flows will be materially
 
affected by the resolution of
these legal proceedings. Equinor is actively pursuing the above disputes through the contractual
 
and legal means available in each
case, but the timing of the ultimate resolutions and related cash flows, if any, cannot at present be determined with sufficient reliability.
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
224
Provisions related to claims other than those related to income tax are reflected within note
 
23 Provisions and other liabilities.
Uncertain income tax related liabilities are reflected as current tax payables or deferred tax
 
liabilities as appropriate, while uncertain
tax assets are reflected as current or deferred tax assets.
 
27 Related parties
Transactions with the Norwegian State
The Norwegian State is the majority shareholder of Equinor and also holds major
 
investments in other Norwegian companies. As of
 
31 December 2023, the Norwegian State had an ownership interest in Equinor of 67.0% (excluding
 
Folketrygdfondet, the Norwegian
national insurance fund, of 3.6%). This ownership structure means that Equinor participates in transactions
 
with many parties that are
under a common ownership structure and therefore meet the definition of a related party.
For accounting policies and accounting judgement related to transactions with the Norwegian State,
 
see note 7 Total revenues and
other income. Total purchases of oil and natural gas liquids from the Norwegian State amounted to USD 10.1 billion, USD 12.6 billion
and USD 9.6 billion in 2023, 2022 and 2021, respectively. Payables to equity accounted associated companies and other related
parties specified in note 24 Trade and other payables are mostly related to these purchases, and is included in the
 
below table within
Trade, other payables and provisions. In addition, Equinor sells in its own name, but for the Norwegian State’s account and risk, the
Norwegian State’s gas production.
Trade and other receivables include a receivable from the Norwegian State under the Marketing Instruction in relation to
 
the state’s
(SDFI) participation in the gas sales activities of a foreign subsidiary of Equinor, estimated at USD 0.1 billion. At year-end 2022, the
corresponding estimated amount of USD 1.5 billion was classified as a non-current item and included within
 
Prepayments and
financial receivables. The decrease is mainly related to reduced cost price for gas storage volume
 
and realised gains in the period. A
corresponding non-current liability of USD 0.1 billion has been recognised, representing SDFI's estimated interest
 
in the gas sales
activities in the foreign subsidiary, and is included within Provisions and other liabilities in the below table. The estimated total non-
current liabilities to SDFI amount to USD 0.8 billion at 31 December 2023 (USD 2.1
 
billion at year end 2022).
In addition, the line-item Finance debt, which form part of the sub-total Total current liabilities, includes a liability of USD 0.9 billion to
SDFI due to cash received for collateral deposits requirement (0 at year end 2022).
Transactions with the Norwegian State related to Equinor’s share buy-back programme are presented in
 
note 20 Shareholders’ equity,
capital distribution and earnings per share.
Other transactions
In its ordinary business operations, Equinor enters into contracts such as pipeline transport, gas
 
storage and processing of petroleum
products, with companies in which Equinor has ownership interests.
Gassled and certain other infrastructure assets are operated by Gassco AS, which is an
 
entity under common control by the
Norwegian Ministry of Energy. Gassco’s activities are performed on behalf of and for the risk and reward of pipeline and terminal
owners, and capacity payments flow through Gassco to the respective owners. Equinor payments
 
that flowed through Gassco in this
respect amounted to USD 1.0 billion in 2023, USD 1.2 billion and USD 1.0 billion in 2022
 
and 2021 respectively. The stated amounts
represent Equinor’s capacity payment net of Equinor’s own ownership
 
interests in Gassco operated infrastructure. In addition, Equinor
manages, in its own name, but for the Norwegian State’s account and risk, the Norwegian State’s share of the Gassco
 
costs. These
transactions are presented net.
Equinor has had transactions with other associated companies and joint ventures in the course
 
of its ordinary business, for which
amounts have not been disclosed due to materiality. In addition, Equinor has had transactions with joint operations and similar
arrangements where Equinor is operator. Indirect operating expenses incurred as operator are charged to the joint operation
 
or similar
arrangement based on the “no-gain/no-loss” principle.
Related party transactions with management are presented in note 8 Salaries and personnel
 
expenses. Related party transactions
due to Equinor’s share buy-back programme are presented in note 20 Shareholders’
 
equity, capital distribution and earnings per
share. Outstanding balances to related parties split on SDFI and other related parties are
 
presented in the below table. All related
party transactions are carried out on market terms.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
225
At 31 December 2023
Norwegian State's Direct
Financial Interests
Equity accounted
associated companies
and other related
parties
Third parties
Total amount
(in USD million)
Assets
Prepayments and financial receivables
0
103
1,188
1,291
Trade and other receivables
1,007
49
15,877
16,933
Liabilities
Non-current provisions and other liabilities
850
-
14,454
15,304
Trade, other payables and provisions
1,195
47
10,628
11,870
Current finance debt
 
893
-
5,103
5,996
At 31 December 2022
Norwegian State's Direct
Financial Interests
Equity accounted
associated companies
and other related
parties
Third parties
Total amount
(in USD million)
Assets
Prepayments and financial receivables
1,461
61
541
2,063
Trade and other receivables
1,103
173
21,176
22,452
Liabilities
Non-current provisions and other liabilities
2,072
-
13,561
15,633
Trade, other payables and provisions
1,419
60
11,873
13,352
Current finance debt
 
-
-
4,359
4,359
28 Financial instruments and fair value measurement
Accounting policies
Financial assets
Financial assets are initially recognised at fair value when Equinor becomes a party to the contractual provisions
 
of the asset.
Short-term highly liquid investments with original maturity exceeding 3 months are classified as
 
current financial investments. Current
financial investments are primarily accounted for at amortised cost.
Trade receivables are carried at the original invoice amount less a provision for doubtful receivables which represent expected losses
computed on a probability-weighted basis.
A part of Equinor's financial investments is managed together as an investment portfolio
 
of Equinor's captive insurance company and
is held in order to comply with specific regulations for capital retention. The investment portfolio
 
is managed and evaluated on a fair
value basis in accordance with an investment strategy and is accounted for at fair value through
 
profit or loss.
Financial assets are presented as current if they contractually will expire or otherwise are expected
 
to be recovered within 12 months
after the balance sheet date, or if they are held for the purpose of being traded. Financial
 
assets and financial liabilities are shown
separately in the Consolidated balance sheet, unless Equinor has both a legal right and a demonstrable
 
intention to net settle certain
balances payable to and receivable from the same counterparty.
Gains and losses arising on the sale, settlement or cancellation of financial assets are recognised within
 
Net financial items.
Financial liabilities
Financial liabilities are initially recognised at fair value when Equinor becomes a party to
 
the contractual provisions of the liability. The
subsequent measurement of financial liabilities is either as financial liabilities at fair value
 
through profit or loss or financial liabilities
measured at amortised cost using the effective interest method, depending on classification. The latter
 
applies to Equinor's non-
current bank loans and bonds.
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
226
Financial liabilities are presented as current if the liability is expected to be settled as part of Equinor’s
 
normal operating cycle, the
liability is due to be settled within 12 months after the balance sheet date, Equinor
 
does not have the right to defer settlement of the
liability more than 12 months after the balance sheet date, or if the liabilities are held for the
 
purpose of being traded.
Gains and losses arising on the repurchase, settlement or cancellation of liabilities are recognised within Net
 
financial items.
Derivative financial instruments
Equinor uses derivative financial instruments to manage certain exposures to fluctuations in foreign
 
currency exchange rates, interest
rates and commodity prices. Such derivative financial instruments are initially recognised at
 
fair value on the date on which a
derivative contract is entered into and are subsequently remeasured at fair value through profit
 
and loss. The impact of commodity-
based derivative financial instruments is recognised in the Consolidated statement of income as part of Revenues,
 
as such derivative
instruments are related to sales contracts or revenue-related risk management for all significant purposes. The impact
 
of other
derivative financial instruments is reflected under Net financial items.
Derivatives are carried as assets when the fair value is positive and as liabilities when
 
the fair value is negative. Derivative assets or
liabilities expected to be settled, or with the legal right to be settled more than 12 months after
 
the balance sheet date, are classified
as non-current. Derivative financial instruments held for the purpose of being traded are however
 
always classified as current.
Contracts to buy or sell a non-financial item that can be settled net in cash or another
 
financial instrument are accounted for as
financial instruments. However, contracts that are entered into and continue to be held for the purpose of the receipt or delivery of a
non-financial item in accordance with Equinor's expected purchase, sale or usage requirements,
 
also referred to as own-use, are not
accounted for as financial instruments. Such sales and purchases of physical commodity
 
volumes and power are reflected in the
Consolidated statement of income as Revenue from contracts with customers and Purchases [net of inventory
 
variation], respectively.
This is applicable to a significant number of contracts for the purchase or sale of crude oil and
 
natural gas, as well as for some
contracts for the purchase or sale of power.
For contracts to sell a non-financial item that can be settled net in cash, but which ultimately
 
are physically settled despite not
qualifying as own use prior to settlement, the changes in fair value are included in Gain/loss
 
on commodity derivatives. When these
derivatives are physically settled, the previously recognised unrealised gain/loss is included
 
in Physically settled commodity
derivatives. Both these elements are included as part of Revenues. The physical deliveries made
 
through such contracts are included
in Revenue from contracts with customers at contract price.
Derivatives embedded in host contracts which are not financial assets within the scope
 
of IFRS 9 are recognised as separate
derivatives and are reflected at fair value with subsequent changes through profit and
 
loss, when their risks and economic
characteristics are not closely related to those of the host contracts, and the host contracts are not
 
carried at fair value. Where there is
an active market for a commodity or other non-financial item referenced in a purchase or sale contract,
 
a pricing formula will, for
instance, be considered to be closely related to the host purchase or sales contract
 
if the price formula is based on the active market
in question. A price formula with indexation to other markets or products will however result
 
in the recognition of a separate derivative.
In Equinor, this mainly relates to certain natural gas sales contracts where the pricing formula references power.
--------------------------------------------------------------------------------------------------------------------------------------
Financial instruments by category
The following tables present Equinor's classes of financial instruments and their carrying amounts
 
by the categories as they are
defined in IFRS 9 Financial Instruments. For financial investments, the difference between measurement as
 
defined by IFRS 9
categories and measurement at fair value is immaterial. For trade and other receivables
 
and payables, and cash and cash
equivalents, the carrying amounts are considered a reasonable approximation of fair value. See note 21 Finance
debt for fair value
information of non-current bonds and bank loans.
At 31 December 2023
Fair value
through profit
or loss
Non-financial
assets
Total carrying
amount
(in USD million)
Note
Amortised cost
Assets
Non-current derivative financial instruments
 
559
559
Non-current financial investments
16
75
3,366
3,441
Prepayments and financial receivables
16
341
950
1,291
Trade and other receivables
18
16,193
740
16,933
Current derivative financial instruments
 
1,378
1,378
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
227
Current financial investments
16
28,822
402
29,224
Cash and cash equivalents
19
7,767
1,875
9,641
Total
 
53,198
7,580
1,690
62,467
At 31 December 2022
Fair value
through profit
or loss
Non-financial
assets
Total carrying
amount
(in USD million)
Note
Amortised cost
Assets
Non-current derivative financial instruments
 
691
691
Non-current financial investments
16
117
2,616
2,733
Prepayments and financial receivables
16
1,658
404
2,063
Trade and other receivables
18
21,611
841
22,452
Current derivative financial instruments
 
4,039
4,039
Current financial investments
16
29,577
300
29,876
Cash and cash equivalents
19
12,473
3,106
15,579
Total
 
65,436
10,752
1,245
77,433
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
228
At 31 December 2023
Amortised
cost
Fair value
through
profit or loss
Non-financial
liabilities
Total
carrying
amount
(in USD million)
Note
Liabilities
Non-current finance debt
21
22,230
22,230
Non-current derivative financial instruments
 
1,795
1,795
Trade, other payables and provisions
24
11,052
819
11,870
Current finance debt
21
5,996
5,996
Dividend payable
2,649
2,649
Current derivative financial instruments
 
1,619
1,619
Total
 
41,927
3,414
819
46,159
At 31 December 2022
Amortised
cost
Fair value
through
profit or loss
Non-financial
liabilities
Total
carrying
amount
(in USD million)
Note
Liabilities
Non-current finance debt
21
24,141
24,141
Non-current derivative financial instruments
 
2,376
2,376
Trade, other payables and provisions
24
12,449
903
13,352
Current finance debt
21
4,359
4,359
Dividend payable
2,808
2,808
Current derivative financial instruments
 
4,106
4,106
Total
 
43,757
6,482
903
51,142
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
229
Measurement of fair values
Quoted prices in active markets represent the best evidence of fair value and are used by Equinor
 
in determining the fair values of
assets and liabilities to the extent possible. Financial instruments quoted in active markets will
 
typically include financial instruments
with quoted market prices obtained from the relevant exchanges or clearing houses. The fair
 
values of quoted financial assets,
financial liabilities and derivative instruments are determined by reference to mid-market prices, at the
 
close of business on the
balance sheet date.
Where there is no active market, fair value is determined using valuation techniques. These include
 
using recent arm's-length market
transactions, reference to other instruments that are substantially the same, discounted cash flow
 
analysis, and pricing models and
related internal assumptions. In the valuation techniques, Equinor also takes into consideration
 
the counterparty and its own credit
risk. This is either reflected in the discount rate used or through direct adjustments to the calculated
 
cash flows. Consequently, where
Equinor reflects elements of long-term physical delivery commodity contracts at fair value, such fair value estimates to
 
the extent
possible are based on quoted forward prices in the market and underlying indexes in
 
the contracts, as well as assumptions of forward
prices and margins where observable market prices are not available. Similarly, the fair values of interest and currency swaps are
estimated based on relevant quotes from active markets, quotes of comparable instruments, and
 
other appropriate valuation
techniques.
Fair value hierarchy
The following table summarises each class of financial instruments which are recognised in the
 
Consolidated balance sheet at fair
value, split by Equinor's basis for fair value measurement.
(in USD million)
Non-current
financial
investments
Non-current
derivative
financial
instruments
- assets
Current
financial
investments
Current
derivative
financial
instruments
- assets
Cash
equivalents
Non-current
derivative
financial
instruments
- liabilities
Current
derivative
financial
instruments
- liabilities
Net fair
value
At 31 December 2023
Level 1
1,294
0
-
6
0
-
1,300
Level 2
1,528
104
402
1,195
1,875
(1,754)
(1,577)
1,773
Level 3
543
455
177
(42)
(41)
1,092
Total fair value
3,366
559
402
1,378
1,875
(1,795)
(1,619)
4,166
At 31 December 2022
Level 1
903
-
-
25
-
(60)
868
Level 2
1,222
97
300
3,722
3,106
(2,352)
(3,952)
2,143
Level 3
491
594
292
(24)
(94)
1,259
Total fair value
2,616
691
300
4,039
3,106
(2,376)
(4,106)
4,270
Level 1, fair value based on prices quoted in an active market for identical assets or liabilities,
 
includes financial instruments actively
traded and for which the values recognized in the Consolidated balance sheet are determined
 
based on observable prices on identical
instruments. For Equinor this category will, in most cases, only be relevant for investments in
 
listed equity securities and government
bonds.
Level 2, fair value based on inputs other than quoted prices included within level 1, which are derived
 
from observable market
transactions, includes Equinor's non-standardised contracts for which fair values are determined on the basis
 
of price inputs from
observable market transactions. This will typically be when Equinor uses forward prices
 
on crude oil, natural gas, interest rates and
foreign currency exchange rates as inputs to the valuation models to determine the fair value
 
of it derivative financial instruments.
Level 3, fair value based on unobservable inputs, includes financial instruments for which fair
 
values are determined on the basis of
input and assumptions that are not from observable market transactions. The fair
 
values presented in this category are mainly based
on internal assumptions. The internal assumptions are only used in the absence of quoted
 
prices from an active market or other
observable price inputs for the financial instruments subject to the valuation.
The fair value of certain earn-out agreements and embedded derivative contracts are determined
 
by the use of valuation techniques
with price inputs from observable market transactions as well as internally generated price assumptions
 
and volume profiles. The
discount rate used in the valuation is a risk-free rate based on the applicable currency and time horizon
 
of the underlying cash flows
adjusted for a credit premium to reflect either Equinor's credit premium, if the value is a liability, or an estimated counterparty credit
 
 
Financial statements and supplements
Consolidated financial statements and notes
Equinor 2023 Integrated Annual Report
 
230
premium if the value is an asset. In addition, a risk premium for risk elements not adjusted for
 
in the cash flow may be included when
applicable. The fair values of these derivative financial instruments have been classified in their
 
entirety in the third category within
current derivative financial instruments and non-current derivative financial instruments. Another reasonable
 
assumption, that could
have been applied when determining the fair value of these contracts, would be to extrapolate
 
the last observable forward prices with
inflation. If Equinor had applied this assumption, the fair value of the contracts included would
 
have increased by approximately USD
0.3 billion at end of 2023, while at end of 2022 the increase in fair value was approximately
 
USD 0.5 billion.
During 2023 the financial instruments within level 3 have had a net decrease in fair value of USD
 
167 million, of which a loss of USD
191 million was recognised in the Consolidated statement of income, mainly due
 
to changes in fair value of certain embedded
derivatives and earn-out agreements. During 2022, the same financial instruments had a net increase in
 
fair value of USD 416 million,
of which a gain of USD 370 million was recognised in the Consolidated statement
 
of income.
29 Subsequent events
Swap of US Offshore Wind assets
In January 2024, Equinor entered into a swap agreement
 
with bp. Equinor will acquire bp’s 50% share and
 
take full ownership of Empire
Offshore Wind Holdings LLC, including the Empire Wind lease
 
and projects, while bp will acquire Equinor’s
 
50% share and take full ownership
of Beacon Wind Holdings LLC, including the Beacon
 
Wind lease and projects. It is anticipated that
 
Equinor will consolidate Empire Wind and
derecognise its 50% share of Beacon Wind in
 
the first quarter of 2024. Equinor will also
 
acquire bp's 50% interest in the South Brooklyn
Marine Terminal (SBMT) lease. The transaction, pending regulatory approvals, is anticipated to be
 
cash neutral, with the exception of standard
cash and working capital settlements and will be
 
recognised in the REN segment.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
231
4.3 Parent company financial statements
 
STATEMENT
 
OF INCOME EQUINOR ASA
Full year
(in USD million)
Note
2023
2022
Revenues
3
62,286
68,154
Net income/(loss) from subsidiaries and other equity accounted
 
investments
10
10,056
28,630
Other income
 
100
0
 
Total revenues and other income
 
72,442
96,784
 
Purchases [net of inventory variation]
 
(58,195)
(64,932)
Operating expenses
 
(2,522)
(2,499)
Selling, general and administrative expenses
 
(390)
(342)
Depreciation, amortisation and net impairment
9
(664)
(623)
Exploration expenses
(13)
(23)
Total operating expenses
(61,784)
(68,419)
Net operating income/(loss)
 
10,658
28,365
Interest income and other financial income
7
3,746
2,178
Interest expenses and other financial expenses
7
(3,084)
(1,889)
Other financial items
7
980
(1,176)
 
Net financial items
1,641
(888)
 
Income/(loss) before tax
 
12,299
27,477
 
Income tax
8
(618)
68
 
Net income/(loss)
 
11,681
27,546
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
232
STATEMENT
 
OF COMPREHENSIVE INCOME EQUINOR ASA
Full year
(in USD million)
Note
2023
2022
Net income/(loss)
11,681
27,546
Actuarial gains/(losses) on defined benefit pension
 
plans
(276)
461
Income tax effect on income and expense recognised
 
in OCI
1)
66
(105)
Items that will not be reclassified to the Statement
 
of income
17
(211)
356
Foreign currency translation effects
(378)
(2,389)
Share of OCI from equity accounted investments
10
(113)
424
Items that may subsequently be reclassified to the Statement
 
of income
(491)
(1,965)
Other comprehensive income/(loss)
(702)
(1,609)
Total comprehensive income/(loss)
10,979
25,937
Attributable to the equity holders of the company
10,979
25,937
1) Other Comprehensive Income (OCI).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
233
BALANCE SHEET EQUINOR ASA
At 31 December
(in USD million)
Note
2023
2022
ASSETS
Property, plant and equipment
9, 20
1,820
2,021
Intangible assets
 
15
4
Investments in subsidiaries and other equity
 
accounted companies
10
49,408
50,548
Deferred tax assets
8
1,144
1,354
Pension assets
17
1,234
1,163
Derivative financial instruments
2
91
95
Financial investments
2
208
166
Prepayments and financial receivables
 
612
1,838
Receivables from subsidiaries and other equity accounted
 
companies
11
14,642
19,129
 
Total non-current assets
 
69,175
76,319
 
Inventories
12
1,580
1,771
Trade and other receivables
13
11,064
14,190
Receivables from subsidiaries and other equity accounted
 
companies
11
10,084
26,413
Derivative financial instruments
2
424
979
Financial investments
11
28,706
29,466
Cash and cash equivalents
14
6,187
10,204
 
Total current assets
 
58,045
83,023
 
Total assets
 
127,220
159,342
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
234
BALANCE SHEET EQUINOR ASA
At 31 December
(in USD million)
Note
2023
2022
EQUITY AND LIABILITIES
Share capital
 
1,101
1,142
Reserves for valuation variances
 
7,975
8,705
Reserves for unrealised gains
 
469
131
Retained earnings
 
36,628
40,936
 
Total equity
15
46,173
50,914
 
Finance debt
16
22,051
24,141
Lease liabilities
20
1,074
1,269
Liabilities to subsidiaries and other equity accounted
 
companies
 
515
315
Pension liabilities
17
3,909
3,656
Provisions and other liabilities
18
384
1,841
Derivative financial instruments
2
1,795
2,376
 
Total non-current liabilities
 
29,729
33,598
 
Trade, other payables and provisions
19
5,207
4,037
Current tax payable
180
255
Finance debt
16
5,488
2,786
Lease liabilities
20
546
528
Dividends payable
15
4,698
5,608
Liabilities to subsidiaries and other equity accounted
 
companies
11
33,954
59,587
Derivative financial instruments
2
1,245
2,029
 
Total current liabilities
 
51,319
74,830
 
Total liabilities
 
81,047
108,428
Total equity and liabilities
127,220
159,342
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
235
STATEMENT
 
OF CASH FLOWS EQUINOR ASA
Full year
(in USD million)
Note
2023
2022
Income/(loss) before tax
12,299
27,477
Depreciation, amortisation and net impairment
9
664
623
(Gains)/losses on foreign currency transactions and
 
balances
(615)
(756)
(Gains)/losses on sale of assets and businesses
10
258
0
(Income)/loss from equity accounted subsidiaries
 
and investments
1)
17,702
(20,758)
(Increase)/decrease in other items related to operating
 
activities
(1,020)
(321)
(Increase)/decrease in net derivative financial instruments
2
(185)
561
Interest received
2,375
1,059
Interest paid
(2,977)
(1,763)
Cash flows provided by operating activities before
 
taxes paid and working capital items
28,500
6,122
Taxes paid
(225)
135
(Increase)/decrease in working capital
1,127
2,665
Cash flows provided by operating activities
29,401
8,923
Capital expenditures and investments
9, 10
(2,294)
(5,823)
(Increase)/decrease in financial investments
1,116
(9,937)
(Increase)/decrease in derivative financial instruments
(1,324)
1,930
(Increase)/decrease in other interest-bearing items
(129)
8
(Increase)/decrease in financial receivables from group
 
companies
3,778
4,553
Proceeds from sale of assets and businesses and
 
capital contribution received
1,677
202
Cash flows provided by/(used in) investing activities
2,825
(9,069)
Repayment of finance debt
16
(2,556)
(250)
Repayment of lease liabilities
20
(567)
(588)
Dividends paid
15
(10,906)
(5,380)
Share buy-back
15
(5,589)
(3,315)
Net current finance debt and other financing activities
3,240
(5,690)
Increase/(decrease) in financial receivables and payables
 
to/from subsidiaries
2)
(19,732)
16,431
Cash flows provided by/(used in) financing activities
(36,109)
1,208
Net increase/(decrease) in cash and cash equivalents
(3,882)
1,062
Foreign currency translation effects
(135)
(1,568)
Cash and cash equivalents at the beginning of
 
the period (net of overdraft)
14
10,204
10,710
Cash and cash equivalents at the end of the
 
period (net of overdraft)
3)
14
6,187
10,204
1) The line includes dividend from Equinor Energy
 
AS of USD 25,954 million in 2023 and
 
USD 6,807 million in 2022.
2) Mainly deposits in Equinor group's internal bank
 
arrangement.
3) At 31 December 2023 and 2022 cash and
 
cash equivalents net overdraft were zero.
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
236
Notes to the Financial statements Equinor ASA
1 Organisation and material accounting policies
Equinor ASA (“the company”) is the parent company of the Equinor Group (Equinor), consisting of Equinor ASA
 
and its subsidiaries.
Equinor ASA’s main activities include shareholding in group companies, group management, corporate functions and group financing.
Equinor ASA also carries out activities related to external sales of oil and gas products, purchased
 
externally or from group
companies, including related refinery and transportation activities. Reference is made to disclosure
 
note 1 Organisation in Equinor’s
Consolidated financial statements.
The financial statements of Equinor ASA have been prepared in accordance with simplified application
 
of international accounting
standards according to section 3-9 of the Norwegian Accounting Act and regulations regarding simplified
 
application of international
accounting standards issued by the Norwegian Ministry of Finance on 7 February 2022. The
 
presentation currency of Equinor ASA is
US dollar (USD), consistent with the presentation currency for the group financial statements
 
and with the company’s functional
currency.
Equinor ASA’s financial statements should be read in connection with the Consolidated financial statements of Equinor, published
together with these financial statements. With the exceptions described below, Equinor ASA applies the accounting policies of the
group, as described in Equinor’s Consolidated financial statements.
Subsidiaries, associated companies and joint ventures
Shareholdings and interests in subsidiaries and associated companies (companies in which Equinor
 
ASA does not have control, or
joint control, but has the ability to exercise significant influence over operating and financial policies, generally
 
when the ownership
share is between 20% and 50%), as well as Equinor ASA’s participation in joint arrangements that are joint ventures, are accounted
for using the equity method. Under the equity method, the investment is carried on the
 
balance sheet at cost plus post-acquisition
changes in Equinor ASA’s share of net assets of the entity, less distribution received and less any impairment in value of the
investment. Goodwill may arise as the surplus of the cost of investment over Equinor ASA’s share of the net fair value of the
identifiable assets and liabilities of the subsidiary, joint venture or associate. Goodwill included in the balance sheets of subsidiaries
and associated companies is tested for impairment as part of the related investment
 
in the subsidiary or associated company. The
Statement of income reflects Equinor ASA’s share of the results after tax of an equity-accounted entity, adjusted to account for
depreciation, amortisation and any impairment of the equity-accounted entity’s assets based on their fair
 
values at the date of
acquisition in situations where Equinor ASA has not been the owner since the establishment
 
of the entity. Equinor also reflects its
share of the investment’s other comprehensive income (OCI) arisen after the acquisition. Net income/loss from
 
equity accounted
investments is presented as part of Total revenues and other income, as these investments in other companies engaged in energy-
related business activities are considered part of Equinor ASA’s main operating activities.
Within Equinor ASA’s equity,
 
a reserve for valuation variances has been established. All positive differences between the equity
accounted investments’ carrying value and the acquisition cost are allocated to this reserve.
Expenses related to the Equinor group as operator of joint operations and similar
 
arrangements (licences)
Indirect operating expenses incurred by the company, such as personnel expenses, are accumulated in cost pools. Such expenses
are allocated in part on hours incurred cost basis to Equinor Energy AS, to other
 
group companies and to licences where Equinor
Energy AS or other group companies are operators. Costs allocated in this manner reduce
 
the expenses in the company's statement
of income, with the exception of operating subleases and cost recharges related to lease liabilities
 
being recognised gross, which are
presented as revenues in Equinor ASA.
Asset transfers between the company and its subsidiaries
Transfers of assets and liabilities between the company and the entities that it directly or indirectly controls are accounted for at the
carrying amounts (continuity) of the assets and liabilities transferred, when the transfer is part
 
of a reorganisation within the Equinor
group.
Embedded derivatives
Embedded derivatives within sales or purchase contracts between Equinor ASA
 
and other companies within the Equinor group are
not separated from the host contract.
Dividends payable and group contributions
Dividends are reflected as Dividends payable within current liabilities. Group contributions for
 
the year to other entities within Equinor's
Norwegian tax group are reflected in the balance sheet as current liabilities within
 
Liabilities to group companies. Under simplified
application of international accounting standards according to section 3-9 of the Norwegian Accounting
 
Act the presentation of
dividends payable and group contributions payable differs from the presentation under IFRS Accounting Standards,
 
as it also includes
dividends and group contributions payable which at the date of the balance sheet is subject
 
to a future annual general meeting
approval before distribution.
Reserves for unrealised gains
Reserves for unrealised gains included within the company’s equity consists of accumulated unrealised gains
 
on non-exchange
traded financial instruments and accumulated positive fair value changes from embedded derivatives.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
237
2 Financial risk management and measurement of financial instruments
General information relevant to financial risks
Equinor ASA's activities expose the company to market risk, liquidity risk and credit risk. The management of
 
such risks does not
substantially differ from the Group’s. See note 4
Financial risk and capital management in the Consolidated financial statements.
Measurement of financial instruments by categories
The following tables present Equinor ASA's classes of financial instruments and their carrying
 
amounts by the categories as they are
defined in IFRS 9 Financial Instruments. For financial investments, the difference between measurement as
 
defined by IFRS 9
categories and measurement at fair value is immaterial. For trade and other receivables
 
and payables and cash and cash equivalents,
the carrying amounts are considered a reasonable approximation of fair value.
See note 21 Finance debt in the Consolidated financial statements for fair value
 
information of non-current bonds and bank loans and
note 28 Financial instruments and fair value measurement in the Consolidated financial
 
statements where fair value measurement is
explained in detail.
(in USD million)
Note
Amortised
cost
Fair value
through profit
or loss
Non-
financial
assets
Total
carrying
amount
At 31 December 2023
Assets
Non-current derivative financial instruments
 
91
91
Non-current financial investments
208
208
Prepayments and financial receivables
 
201
411
612
Receivables from subsidiaries and other equity accounted
 
companies
11
14,163
479
14,642
Trade and other receivables
13
10,884
180
11,064
Receivables from subsidiaries and other equity accounted
 
companies
11
10,036
48
10,084
Current derivative financial instruments
 
424
424
Current financial investments
11
28,706
28,706
Cash and cash equivalents
14
4,312
1,875
6,187
Total financial assets
68,302
2,598
1,119
72,018
(in USD million)
Note
Amortised
cost
Fair value
through profit
or loss
Non-
financial
assets
Total
carrying
amount
At 31 December 2022
Assets
Non-current derivative financial instruments
 
95
95
Non-current financial investments
166
166
Prepayments and financial receivables
 
1,645
193
1,838
Receivables from subsidiaries and other equity accounted
 
companies
11
18,563
566
19,129
Trade and other receivables
13
13,963
227
14,190
Receivables from subsidiaries and other equity accounted
 
companies
11
26,363
50
26,413
Current derivative financial instruments
 
979
979
Current financial investments
11
29,466
29,466
Cash and cash equivalents
14
7,098
3,106
10,204
Total financial assets
97,098
4,346
1,037
102,481
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
238
(in USD million)
Not
e
Amortised
cost
Fair value
through
profit or
loss
Non-
financial
liabilities
Total carrying
amount
At 31 December 2023
Liabilities
Non-current finance debt
16
22,051
22,051
Liabilities to subsidiaries and other equity accounted
 
companies
27
488
515
Non-current derivative financial instruments
 
1,795
1,795
Trade and other payables
19
5,114
93
5,207
Current finance debt
16
5,488
5,488
Dividends payable
4,698
4,698
Liabilities to subsidiaries and other equity accounted
 
companies
11
33,954
33,954
Current derivative financial instruments
 
1,245
1,245
Total financial liabilities
71,332
3,041
581
74,953
(in USD million)
Not
e
Amortised
cost
Fair value
through
profit or
loss
Non-
financial
liabilities
Total carrying
amount
At 31 December 2022
Liabilities
Non-current finance debt
16
24,141
24,141
Liabilities to subsidiaries and other equity accounted
 
companies
25
291
315
Non-current derivative financial instruments
 
2,376
2,376
Trade and other payables
19
3,707
329
4,037
Current finance debt
16
2,786
2,786
Dividends payable
5,608
5,608
Liabilities to subsidiaries and other equity accounted
 
companies
11
59,587
59,587
Current derivative financial instruments
 
2,029
2,029
Total financial liabilities
95,854
4,405
620
100,879
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
239
Financial instruments recognised at fair value through profit or loss, with a net fair value of
 
negative USD 442 million in 2023 and
negative USD 59 million in 2022, are mainly classified within Level 1 and Level 2 categories in the
 
Fair Value hierarchy.
The following table contains the estimated fair values of Equinor ASA’s derivative financial instruments split by type.
Fair value of
assets
Fair value of
liabilities
 
Net fair value
(in USD million)
At 31 December 2023
Foreign currency instruments
130
(478)
(348)
Interest rate instruments
81
(1,761)
(1,679)
Crude oil and refined products
52
(19)
33
Natural gas and electricity
 
251
(783)
(531)
Total fair value
515
(3,041)
(2,526)
At 31 December 2022
Foreign currency instruments
82
(595)
(514)
Interest rate instruments
56
(2,418)
(2,362)
Crude oil and refined products
31
(12)
19
Natural gas and electricity
 
905
(1,380)
(475)
Total fair value
1,074
(4,405)
(3,331)
Sensitivity analysis of market risk
Commodity price risk
Equinor ASA's assets and liabilities resulting from commodity based derivative contracts consist of both exchange
 
traded and non-
exchange traded instruments mainly in crude oil, refined products and natural gas.
Price risk sensitivities at the end of 2023 and 2022 at 30% are assumed to represent a reasonably possible
 
change based on the
duration of the derivatives.
At 31 December
2023
2022
(in USD million)
- 30%
+ 30%
- 30%
+ 30%
Crude oil and refined products net gains/(losses)
222
(222)
342
(342)
Natural gas and electricity net gains/(losses)
63
(63)
530
(530)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
240
Currency risk
The following currency risk sensitivity has been calculated by assuming a 11% reasonable possible change in the main foreign
currency exchange rates that impact Equinor ASA’s financial accounts, based on balances at 31 December 2023. At 31 December
2022, a change of 12% in the most relevant foreign currency exchange rates was
 
viewed as a reasonable possible change. With
reference to the table below, a negative figure represents a negative equity impact / loss, while a positive figure represents a positive
equity impact / gain.
The currency risk sensitivity of Equinor ASA mainly differs from that of the Group due to interest-bearing receivables
 
and liabilities
from/to subsidiaries. For more detailed information about these receivables and liabilities, see
 
note 11 Financial assets and liabilities.
Currency risk sensitivity
At 31 December 2023
(in USD million)
NOK
EUR
GBP
BRL
Impact from an 11% strengthening of given currency vs USD on:
Shareholders equity through OCI
816
406
903
47
Shareholders equity through P&L
376
(418)
(88)
600
Impact from an 11% weakening of given currency vs USD on:
Shareholders equity through OCI
(816)
(406)
(903)
(47)
Shareholders equity through P&L
(376)
418
88
(600)
Currency risk sensitivity
At 31 December 2022
(in USD million)
NOK
EUR
GBP
BRL
Impact from an 12% strengthening of given currency
 
vs USD on:
Shareholders equity through OCI
2,761
837
750
6
Shareholders equity through P&L
(189)
(259)
(95)
519
Impact from an 12% weakening of given currency
 
vs USD on:
Shareholders equity through OCI
(2,761)
(837)
(750)
(6)
Shareholders equity through P&L
189
259
95
(519)
Interest rate risk
The following interest rate risk sensitivity has been calculated by assuming a change of 1.3
 
percentage points as a reasonable
possible change in interest rates at the end of 2023. A change of 1.2 percentage
 
points in interest rates was viewed as a reasonable
possible change in 2022. The estimated gains following from a decrease in the interest rates and the
 
estimated losses following from
an interest rate increase would impact the company’s statement of income.
Interest risk sensitivity
At 31 December
2023
2022
(in USD million)
 
- 1.3 percentage
points sensitivity
+ 1.3 percentage
points sensitivity
 
- 1.2 percentage
points sensitivity
+ 1.2 percentage
points sensitivity
Positive/(negative) impact on net financial items
569
(569)
795
(795)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
241
3 Revenues
Full year
(in USD million)
2023
2022
Revenues third party
61,050
65,386
Intercompany revenues
1,236
2,768
Revenues
 
62,286
68,154
4 Salaries and personnel expenses
Equinor ASA remuneration
(amounts in USD million)
2023
2022
Salaries
1)
2,360
2,428
Pension cost
2)
374
416
Payroll tax
415
357
Other compensations and social costs
312
266
Total remuneration
3,462
3,467
Average number of employees
3)
19,700
18,700
1) Salaries include bonuses and expatriate costs in addition to base pay.
2) See note 17 Pensions.
3) Part time employees amount to 2% for both 2023 and 2022.
Total payroll expenses are accumulated in cost-pools and charged to partners of Equinor operated licences and group companies on
an hours incurred basis. For further information see note 22 Related parties.
Compensation to and share ownership of the board of directors (BoD), the corporate
 
executive committee (CEC) and the
corporate assembly
Compensation to the BoD during 2023 was USD 0.8 million and the total share ownership
 
of the members of the BoD at the end of
the year was 15,270 shares. Compensation to the CEC during 2023 was USD 10,5 million and the
 
total share ownership of the
members of the CEC at the end of the year was 288,672 shares. Compensation to the corporate assembly
 
during 2023 was USD 0,1
million and the total share ownership of the members of the corporate assembly at the
 
end of the year was 18,794 shares.
At 31 December 2023 and 2022 there are no loans to the members of the BoD or
 
the CEC.
The 2023 remuneration report for the CEC, BoD and the corporate assembly is available at Equinor.com/Reports. The 2021 executive
remuneration policy is applicable for 2023 and is included as an Appendix to the 2023 remuneration
 
report.
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
242
Severance pay arrangements
The chief executive officer and the executive vice presidents are entitled to a severance payment equivalent to
 
six months’ salary,
commencing after the six months’ notice period, when the resignation is requested by the company. The same amount of severance
payment is also payable if the parties agree that the employment should be discontinued, and the
 
executive vice president gives
notice pursuant to a written agreement with the company. Any other payment earned by the executive vice president during the period
of severance payment will be fully deducted. This relates to earnings from any employment or
 
business activity where the executive
vice president has active ownership.
The entitlement to severance payment is conditional on the chief executive officer or the executive vice president
 
not being guilty of
gross misconduct, gross negligence, disloyalty or other material breach of his/her duties.
The chief executive officer’s/executive vice president’s own notice will not instigate any severance payment.
5 Share-based compensation
Equinor's share saving plan provides employees with the opportunity to purchase Equinor shares through
 
monthly salary deductions.
If the shares are kept for two full calendar years of continued employment, following the year
 
of purchase, the employees will be
allocated one bonus share for each one they have purchased.
Estimated compensation expense including the contribution by Equinor ASA for purchased shares,
 
amounts vested for bonus shares
granted and related social security tax was USD 69 million in 2023, and USD 77 million
 
in 2022. For the 2024 programme (granted in
2023), the estimated compensation expense is USD 74 million. At 31 December 2023, the
 
amount of compensation cost yet to be
expensed throughout the vesting period is USD 157 million.
 
6 Auditor’s remuneration
Auditor's remuneration
(in USD million, excluding VAT)
2023
2022
Audit fee
5.9
5.1
Audit related fee
0.4
0.5
Total remuneration
6.3
5.6
There are no fees incurred related to tax advice or other services.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
243
7 Financial items
Full year
(in USD million)
2023
2022
Foreign currency exchange gains/(losses) derivative
 
financial instruments
 
(1,427)
809
Other foreign currency exchange gains/(losses)
2,042
(53)
Net foreign currency exchange gains/(losses)
615
756
Interest income from group companies
1,617
1,218
Interest income other current financial assets and other
 
financial items
2,129
960
Interest income and other financial income
3,746
2,178
Gains/(losses) financial investments
14
(187)
Gains/(losses) other derivative financial instruments
351
(1,745)
Interest expense to group companies
(1,541)
(710)
Interest expense non-current finance debt and lease liabilities
(1,333)
(1,069)
Interest expense current financial liabilities and
 
other financial expenses
(211)
(110)
Interest expenses and other financial expenses
(3,084)
(1,889)
Net financial items
1,641
(888)
Equinor's main financial items relate to assets and liabilities categorised in the fair value through
 
profit or loss category and the
amortised cost category. For more information about financial instruments by category see note 2 Financial risk management and
measurement of financial instruments.
Foreign currency exchange gains/(losses) derivative financial instruments include fair value changes
 
of currency derivatives related to
liquidity and currency risk. The line item Other foreign currency exchange gains/(losses) includes
 
a fair value gain from derivatives
related to non-current debt of USD 316 million in 2023 and a loss of USD 691 million
 
in 2022.
Interest income other current financial assets and other financial items includes interest income
 
related to balances at amortised cost
of USD 1,646 million and USD 404 million for 2023 and 2022, respectively.
Gains/(losses) financial investments include a net gain of USD 14 million in 2023 and a net
 
loss of USD 194 million and 2022, from
non-current financial investments in the fair value through profit and loss category.
Gains/(losses) other derivative financial instruments primarily includes fair value changes from interest
 
rate related derivatives. For
2023, a gain of USD 332 million is included,
 
compared to a loss of USD 1,760 million in 2022.
Interest expense non-current finance debt and lease liabilities primarily includes two items; interest
 
expense on financial liabilities at
amortised cost (USD 856 million and USD 912 million for 2023 and 2022, respectively), and net
 
interest on related derivatives at fair
value through profit or loss (net interest expense of USD 405 million and USD 111 million, for 2023 and 2022, respectively).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
244
8 Income taxes
Income tax
Full year
(in USD million)
2023
2022
Current taxes
(349)
(233)
Change in deferred tax
(269)
301
Income tax
(618)
68
Reconciliation of Norwegian statutory tax rate
 
to effective tax rate
Full year
(in USD million)
2023
2022
Income/(loss) before tax
12,299
27,477
Nominal tax rate
1)
(2,706)
(6,045)
Tax effect of:
Permanent differences caused by NOK being the tax currency
(136)
50
Tax effect of permanent differences related to equity accounted companies
2,411
6,289
Other permanent differences
29
(36)
Income tax prior years
(109)
(16)
Other
(107)
(172)
Income tax
(618)
68
Effective tax rate
5.0%
(0.2%)
1)
 
Statutory tax rate is 22% for 2023 and 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
245
Significant components of deferred tax assets and
 
liabilities were as follows:
At 31 December
(in USD million)
2023
2022
Deferred tax assets
Pensions
628
588
Derivatives
407
623
Lease liabilities
345
380
Other
118
157
Total deferred tax assets
1,498
1,749
Deferred tax liabilities
Property, plant and equipment
354
394
Total deferred tax liabilities
354
394
Net deferred tax assets
1)
1,144
1,355
1)
 
At 31 December 2023, Equinor ASA had recognised net deferred tax assets of USD
 
1,1 billion, as it is considered probable that
taxable profit will be available to utilise the deferred tax assets.
Movement in deferred tax
(in USD million)
2023
2022
Deferred tax assets at 1 January
1,355
1,117
Charged to the Statement of income
(269)
301
Actuarial losses pension
 
59
(98)
Other
0
34
Deferred tax assets at 31 December
1,144
1,355
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
246
9 Property,
 
plant and equipment
(in USD million)
Machinery,
equipment and
transportation
equipment
Buildings
and land
Other
Right of
use
assets
3)
Total
Cost at 1 January 2023
771
292
160
3,743
4,966
Additions and transfers
27
3
0
428
459
Disposals at cost
(2)
0
0
(372)
(375)
Cost at 31 December 2023
796
295
160
3,799
5,051
Accumulated depreciation and impairment at 1 January
 
2023
(722)
(170)
(154)
(1,899)
(2,945)
Depreciation
(27)
(12)
(1)
(620)
(660)
Accumulated depreciation and impairment on disposed
 
assets
2
0
0
372
375
Accumulated depreciation and impairment at 31 December
 
2023
(746)
(183)
(155)
(2,147)
(3,230)
Carrying amount at 31 December 2023
50
113
5
1,652
1,820
Estimated useful lives (years)
3 - 10
10 - 33
1)
1 - 19
2)
1)
 
Land is not depreciated. Buildings include
 
leasehold improvements.
 
2)
 
Depreciation linearly over contract period.
3)
 
Right of use assets as per 31 December
 
2023 consist of Vessels USD 884 million, Land and buildings
 
USD 677 million and Storage
facilities USD 92 million.
10 Investments in subsidiaries and other equity accounted
 
companies
2023 (in USD million)
Equinor
Energy AS
Other Equity
accounted
investments
Total
Investments at 1 January
26,652
23,896
50,548
Net income/(loss) from subsidiaries and other equity accounted
 
investments
9,044
1,012
10,056
Increase/(decrease) in paid-in capital
0
2,249
2,249
Distributions
(9,208)
(3,055)
(12,263)
Share of OCI from equity accounted investments
0
(113)
(113)
Foreign currency translation effects
(1,397)
956
(441)
Divestment
0
(628)
(628)
Investments at 31 December
25,091
24,317
49,408
2022 (in USD million)
Equinor
Energy AS
Other Equity
accounted
investments
Total
Investments at 1 January
21,096
15,220
36,316
Net income/(loss) from subsidiaries and other equity accounted
 
investments
24,754
3,876
28,630
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
247
Increase/(decrease) in paid-in capital
0
5,794
5,794
Distributions
(17,498)
(708)
(18,206)
Share of OCI from equity accounted investments
0
423
423
Foreign currency translation effects
(1,700)
(688)
(2,388)
Divestment
0
(20)
(20)
Investments at 31 December
26,652
23,896
50,548
The closing balance of investments at 31 December 2023 of USD 49,408 million consists of investments
 
in subsidiaries amounting to
USD 49,353 million and investments in other equity accounted companies amounting to USD 55 million.
 
In 2022, the amounts were
USD 50,483 million and USD 65 million respectively.
The foreign currency translation adjustments relate to currency translation effects from subsidiaries with functional
 
currencies other
than USD.
In 2023, Net income/(loss) from subsidiaries and other equity accounted investments was impacted by a net impairment
 
loss of USD
696 million after tax.
In 2022, Net income/(loss) from subsidiaries and other equity accounted investments was impacted by net impairment
 
reversals of
USD 1,241 million after tax mainly caused by increased price estimates partially offset by the effect from the decision to exit Russia
which amounted to USD 994 million after tax.
Increase/(decrease) in paid-in capital in 2023 mainly consist of equity contribution from Equinor ASA
 
to Equinor UK Limited of USD
1,566 million, Equinor New Energy AS of USD 255 million, Equinor Insurance AS
 
of USD 210 million and Equinor Ventures AS of
USD 196 million.
Increase/(decrease) in paid-in capital in 2022 mainly consist of equity contributions from Equinor
 
ASA to Equinor Refining Norway AS
of USD 4,145 million, Equinor New Energy AS of USD 974 million and Equinor UK Ltd
 
of USD 629 million.
Distributions during 2023 consist of dividend from Equinor Energy AS of USD 9,190 million,
 
change in group contributions from group
companies related to previous years of USD 291 million and dividends from group companies of
 
USD 2,782 million related to 2022.
Distributions during 2022 consist of dividend from Equinor Energy AS of USD 17,550 million
 
related to 2022, change in group
contributions from group companies related to previous years of USD 451 million and dividends
 
from group companies of USD 1,107
million related to 2021.
The sale of Equinor Energy Ireland Limited was closed during 2023, and a loss of USD
 
258 million has been recognised and
presented in the line item Operating expenses in the Statement of income.
The acquisition costs for investments in subsidiaries and other equity accounted companies were USD 41,432 million
 
at 31 December
2023 and USD 41,843 million at 31 December 2022.
The following table shows significant subsidiaries
 
and equity accounted companies directly
 
held by Equinor ASA at 31 December
2023:
Name
Ownership
share in %
Country of
incorporation
Name
Ownership
share in %
Country of
incorporation
Equinor Angola Block 17 AS
100
Norway
Equinor New Energy AS
100
Norway
Equinor Apsheron AS
100
Norway
Equinor Refining Norway AS
100
Norway
Equinor Energy AS
100
Norway
Equinor UK Ltd.
100
United Kingdom
Equinor In Salah AS
100
Norway
Equinor Ventures AS
100
Norway
Equinor Insurance AS
100
Norway
For Investments, voting rights correspond to ownership.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
248
11 Financial
 
assets and liabilities
Non-current receivables from subsidiaries and other
 
equity accounted companies
At 31 December
(in USD million)
2023
2022
Interest-bearing receivables from subsidiaries and other
 
equity accounted companies
14,163
18,563
Non-interest-bearing receivables from subsidiaries
479
566
Receivables from subsidiaries and other equity accounted
 
companies
14,642
19,129
Interest-bearing receivables from subsidiaries and other equity accounted companies are mainly related
 
to Equinor Energy AS and
Equinor Brasil Energia Ltda. The remaining amount on financial receivables interest bearing
 
primarily relate to long-term funding of
other subsidiaries.
Of the total interest-bearing non-current receivables at 31 December 2023 USD 2,434 million is due
 
later than five years. USD 11,729
million is due within the next five years.
Current receivables from subsidiaries and other equity accounted companies include positive internal
 
bank balances of USD 1,593
million at 31 December 2023. The corresponding amount was USD 332 million at
 
31 December 2022.
Current financial investments
At 31 December
(in USD million)
2023
2022
Time deposits
17,822
12,350
Interest-bearing securities
 
10,884
17,116
Financial investments
28,706
29,466
Interest-bearing securities per debtor category
 
At 31 December
(in USD million)
2023
2022
Public Sector
1,405
2,982
Banks
5,820
9,280
Credit undertakings
593
1,048
Private Sector - Other
3,065
3,806
Total Interest-bearing securities
10,884
17,116
Current financial investments in Equinor ASA are accounted for at amortised cost. For more
 
information about financial instruments by
category, see note 2 Financial risk management and measurement of financial instruments.
In 2023, interest-bearing securities were split in the following currencies:
 
NOK (44%), EUR (19%), SEK (15%), USD (11%), AUD (9%),
and GBP (2%). Time deposits were split in EUR (47%), NOK (42%) and USD (11%). In 2022, interest-bearing securities were split in:
EUR (32%), USD (27%), NOK (21%), SEK (11%), DKK (6%), GBP (2%) and AUD (1%) while time deposits were split in: EUR (48%),
NOK (39%) and USD (13%).
Current liabilities to subsidiaries and other equity accounted companies
Liabilities to subsidiaries and other equity accounted companies of USD 33,954 million at 31 December
 
2023 and USD 59,587 million
at 31 December 2022 mainly relates to Equinor group’s internal bank arrangements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
249
12 Inventories
At 31 December
(in USD million)
2023
2022
Crude oil
1,157
1,244
Petroleum products
417
505
Other
6
22
Inventories
1,580
1,771
 
13 Trade and other receivables
At 31 December
(in USD million)
2023
2022
Trade receivables
7,371
10,624
Other receivables
3,693
3,566
Trade and other receivables
11,064
14,190
Other receivables mainly consist of collateral receivables.
 
Total collateral receivables amount to USD 2,120
million in 2023 and USD 2,902 million in 2022.
 
This is mainly related to cash paid as security
 
for a portion of
Equinor’s credit exposure.
14 Cash and cash equivalents
At 31 December
(in USD million)
2023
2022
Cash at banks
88
166
Time deposits
1,253
836
Money market funds
1,875
3,106
Interest-bearing securities
2,547
3,263
Collateral deposits
423
2,833
Cash and cash equivalents
6,187
10,204
Collateral deposits consist of restricted cash and cash equivalents pledged as collateral related to trading activities. Collateral
 
deposits
are related to certain requirements set out by exchanges where Equinor ASA is trading.
 
The terms and conditions related to these
requirements are determined by the respective exchanges.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
250
15 Equity and shareholders
Change in equity
(in USD million)
2023
2022
Shareholders’ equity at 1 January
50,914
37,428
Net income/(loss)
11,681
27,546
Actuarial gain/(loss) defined benefit pension plans
(211)
356
Foreign currency translation effects
(377)
(2,389)
Dividend
(10,032)
(9,061)
Share buy-back
 
(5,685)
(3,380)
Share of OCI from equity accounted investments
(113)
424
Value of stock compensation plan
(3)
(10)
Total equity at 31 December
46,173
50,914
The accumulated foreign currency translation effect as of 31 December 2023 decreased total equity by USD
 
3,831 million.
 
At 31 December 2022, the corresponding effect was a decrease in total equity of USD 3,453 million. The
 
foreign currency translation
adjustments relate to currency translation effects from subsidiaries with functional currencies other than USD.
Common stock
Number of shares
NOK per value
At 31 December 2023
Common stock
Authorised and issued
3,003,104,605
2.50
7,507,761,512.50
Treasury shares/Share buy-back programme
(49,486,793)
2.50
(123,716,982.50)
Treasury shares/Share saving plan
(8,884,668)
2.50
(22,211,670.00)
Total outstanding shares
2,944,733,144
2.50
7,361,832,860.00
There is only one class of shares and all the shares have the same voting rights.
 
Share buy-back programme
Based on the authorisation from the annual general meeting on 10 May 2023, the Board
 
of directors has, on a quarterly basis,
decided on share buy-back tranches. The 2023 programme was up to USD 6 billion,
 
including shares to be redeemed from the
Norwegian State.
During 2023, four tranches of in total USD 6 billion were launched, including shares to be
 
redeemed from the Norwegian State. The
acquisition of the fourth tranche in the open market was finalised in January 2024. As
 
of 31 December 2023, USD 410 million of the
fourth tranche had been purchased in the open market, of which USD 388 million had been settled.
 
Due to an irrevocable agreement
with a third party, the remaining order of USD 162 million is accrued for and classified as Trade, other payables and provisions.
In order to maintain the Norwegian State’s ownership share in Equinor, a proportionate share of the second, third and fourth tranche
of the 2022 programme as well as the first tranche of the 2023 programme was redeemed
 
and annulled after approval by the annual
general meeting on 10 May 2023. The liability to the Norwegian State of USD 3.705 billion
 
(NOK 39.071 billion) was settled in June
2023.
Number of shares
2023
2022
Share buy-back programme at 1 January
42,619,172
13,460,292
Purchase
63,748,254
56,290,671
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
251
Cancellation
(56,880,633)
(27,131,791)
Share buy-back programme at 31 December
49,486,793
42,619,172
Employees' share saving plan
Number of shares
2023
2022
Share saving plan at 1 January
10,908,717
12,111,104
Purchase
2,204,207
2,127,172
Allocated to employees
(4,228,256)
(3,329,559)
Share saving plan at 31 December
8,884,668
10,908,717
In 2023 and 2022, treasury shares were purchased to employees participating in the share saving
 
plan for USD 68 million and USD
72 million, respectively. For further information, see note 5 Share-based compensation.
For information regarding the 20 largest shareholders in Equinor ASA, please see Major shareholders
 
in section 5.1 Shareholder
information.
16 Finance debt
Non-current finance debt
At 31 December
(in USD million)
2023
2022
Unsecured bonds
24,380
26,612
Unsecured loans
71
76
Total
 
24,451
26,688
Non-current finance debt due within one year
2,400
2,547
Non-current finance debt
22,051
24,141
Weighted average interest rate (%)
3.36
3.29
Equinor ASA uses currency swaps to manage foreign currency exchange risk on its non-current financial
 
liabilities. For information
about the Equinor Group and Equinor ASA´s interest rate risk management, see note 4 Financial
 
risk and capital management in the
Consolidated financial statements and note 2 Financial risk management and measurement
 
of financial instruments in these financial
statements.
No new bonds were issued in 2023.
Substantially all unsecured bond and unsecured bank loan agreements contain provisions restricting future
 
pledging of assets to
secure borrowings without granting a similar secured status to the existing bond holders and lenders.
Out of Equinor ASA total outstanding unsecured bond portfolio, 34 bond agreements contain provisions
 
allowing Equinor to call the
debt prior to its final redemption at par or at certain specified premiums if there are changes to the
 
Norwegian tax laws. The carrying
amount of these agreements is USD 24,076 million at the 31 December 2023 closing currency exchange
 
rate.
Short-term funding needs will normally be covered by the USD 5,000 million US Commercial paper programme
 
(CP) which is backed
by a revolving credit facility of USD 6,000 million, supported by 19 core banks, maturing
 
in 2026. The facility supports secure access
to funding, supported by the best available short-term rating. As of 31 December 2023, the facility
 
has not been drawn.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
252
Non-current finance debt repayment profile
(in USD million)
Repayments
2025
2,414
2026
2,237
2027
2,376
2028
2,095
Thereafter
12,929
Total repayment of non-current finance debt
22,051
Current finance debt
At 31 December
(in USD million)
2023
2022
Collateral liabilities and other current financial liabilities
3,089
239
Non-current finance debt due within one year
2,400
2,547
Current finance debt
5,488
2,786
Weighted average interest rate (%)
3.75
2.13
Collateral liabilities and other current financial liabilities relate mainly to cash received
 
as security for a portion of Equinor ASA's credit
exposure and outstanding amounts on US Commercial paper (CP) programme. At 31 December
 
2023, USD 1,895 million was issued
on the CP programme. Corresponding at 31 December 2022 was USD 227 million.
17 Pensions
Equinor ASA is subject to the Mandatory Company Pensions Act, and the company's
 
pension scheme follows the requirements of the
Act. For a description of the pension scheme in Equinor ASA, reference is made to note 22 Pensions
 
in the Consolidated financial
statements.
Employer contribution for pension cost is accrued for
 
in current service cost and for the notional and defined
 
contribution plans. Unpaid
employer contribution is recognised as part of the
 
pension liabilities.
 
Net pension cost
Total pension costs amount to USD 374 million in 2023, USD 416 million in 2022 and
 
USD 446 million in 2021. In addition, interest
 
cost and
interest income related to defined benefit plans are
 
included in the Statement of income within Net financial
 
items.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
253
Changes in pension liabilities and plan assets
 
during the year
(in USD million)
2023
2022
Pension liabilities at 1 January
7,441
8,938
Current service cost
143
181
Interest cost
303
98
Actuarial (gains)/losses and currency effects
308
(1,587)
Changes in notional contribution liability and other
 
effects
56
62
Benefits paid
(274)
(251)
Pension liabilities at 31 December
7,977
7,441
Fair value of plan assets at 1 January
4,946
5,919
Interest income
173
109
Return on plan assets (excluding interest income)
247
(452)
Company contributions
208
100
Benefits paid
(132)
(115)
Foreign currency translation effects
(140)
(615)
Fair value of plan assets at 31 December
5,302
4,946
Net pension liability at 31 December
2,676
2,495
Represented by:
Asset recognised as non-current pension assets
 
(funded plan)
1,234
1,163
Liability recognised as non-current pension liabilities
 
(unfunded plans)
3,909
3,657
Pension liabilities specified by funded and unfunded
 
pension plans
7,977
7,441
Funded
4,068
3,784
Unfunded
3,909
3,657
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
254
Actuarial assumptions and sensitivity analysis
Actuarial assumptions, sensitivity analysis, portfolio weighting and information about pension assets
 
in Equinor Pension are presented
in note 22 Pensions in the Consolidated financial statements for Equinor Group. The number
 
of employees, including pensioners,
related to the main benefit plan in Equinor ASA is 8,670 at end of 31 December
 
2023 and 8,697 at end of 31 December 2022. In
addition, all employees are members of the early retirement plan (“AFP”) and different groups of employees are members of other
unfunded plans.
Estimated company contributions to be made to Equinor Pension in 2024 is approximately USD
 
109 million.
 
18 Provisions and other liabilities
(in USD million)
Non-current portion at 31 December 2022
1,841
Current portion at 31 December 2022
183
Provisions and other liabilities at 31 December 2022
2,024
New or increased provisions and other liabilities
0
Change in estimates
(222)
Amounts charged against provisions and other liabilities
13
Reclassification, transfer and other
(1,346)
Foreign currency translation effects
0
Provisions and other liabilities at 31 December 2023
469
Non-current portion at 31 December 2023
384
Current portion at 31 December 2023
86
Line item Reclassification, transfer and other includes USD 1,347 million related to SDFI liability.
See also comments on provisions in note 21 Other commitments, contingent liabilities and contingent
 
assets
.
19 Trade, other payables and provisions
At 31 December
(in USD million)
2023
2022
Trade payables
2,673
1,331
Non-trade payables, accrued expenses and provisions
1,512
1,665
Payables to equity accounted associated companies
 
and other related parties
1,021
1,041
Trade, other payables and provisions
5,207
4,037
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
255
20 Leases
Equinor ASA leases certain assets, notably transportation vessels, storage facilities and office buildings which
 
are used in operational
activity. Equinor ASA is mostly a lessee in its lease contracts and the leases serve operational purposes rather than as a tool for
financing.
Information related to lease payments and lease liabilities
(in USD million)
2023
2022
Lease liabilities at 1 January
1,797
1,696
New leases, including remeasurements and cancellations
428
783
Gross lease payments
(636)
(645)
Lease interest
53
36
Lease repayments
 
(584)
(584)
(609)
(609)
Foreign currency translation effects
(21)
(74)
Lease liabilities at 31 December
1,621
1,797
Current lease liabilities
546
528
Non-current lease liabilities
1,074
1,269
Equinor ASA recognised revenues of USD 146 million in 2023 and USD 199 million
 
in 2022 related to lease costs recovered from
other Equinor group entities related to lease contracts being recognised gross by Equinor
 
ASA.
Commitments relating to lease contracts which had not yet commenced at year-end are included
 
within Other long-term commitments
in note 21 Other Commitments, contingent liabilities and contingent assets.
Non-current lease liabilities' maturity profile
At 31 December
(in USD million)
2023
2022
Year 2 and 3
576
659
Year 4 and 5
210
257
After 5 years
288
354
Total repayment of non-current lease liabilities
1,074
1,269
Undiscounted contractual lease payments for Equinor's lease liabilities are USD 592 million in
 
2024, USD 862 million within two to
five years and USD 316 million after five years.
The right of use assets are included within the line item Property, plant and equipment in the balance sheet. See also note 9 Property,
plant and equipment.
 
21 Other commitments, contingent liabilities and contingent
 
assets
Contractual commitments
Equinor ASA has entered into various long-term agreements for pipeline transportation as well
 
as terminal use, processing, storage
and entry/exit capacity commitments and commitments related to specific purchase agreements. The agreements
 
ensure the rights to
the capacity or volumes in question, but also impose on Equinor the obligation to pay for the agreed-upon
 
service or commodity,
irrespective of actual use. The contracts' terms vary with durations of up to 2060.
 
 
 
 
 
 
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
256
Take-or-pay contracts for the purchase of commodity quantities are only included in the table below if their contractually agreed
pricing is of a nature that will or may deviate from the obtainable market prices for the
 
commodity at the time of delivery.
Obligations payable by Equinor ASA to entities accounted for as associates and joint ventures
 
are included gross in the table below.
Obligations payable by Equinor ASA to entities accounted for as joint operations (for example
 
pipelines) and where consequently
Equinor’s share of assets, liabilities, income and expenses (capacity costs) are reflected on a line-by-line
 
basis in the Financial
statements, are included net (i.e. gross commitment less Equinor ASA’s ownership share).
The table below includes USD 931 million related to the non-lease components
 
of lease agreements reflected in the accounts
according to IFRS 16, as well as leases not yet commenced. See note 20 Leases for
 
information regarding lease related
commitments.
Nominal minimum other long-term commitments at 31 December 2023:
(in USD million)
2024
1,084
2025
1,080
2026
811
2027
748
2028
689
Thereafter
5,165
Total other long-term commitments
9,576
Guarantees
Equinor ASA has provided parent company guarantees and also counter-guaranteed certain bank
 
guarantees to cover liabilities of
subsidiaries in countries of operations. Equinor ASA has guaranteed for its proportionate portion
 
of an associate’s long-term bank
debt, payment obligations under the contracts and some third-party obligations, amounting to USD
 
305 million. The fair value and
book value of the guarantees are immaterial.
Contingencies
Equinor ASA is the participant in certain entities ("DAs") in which the company has unlimited
 
responsibility for its proportionate share
of such entities' liabilities, if any, and participates in certain companies ("ANSs") in which the participants in addition have joint and
several liabilities. For further details, see note 10 Investments in subsidiaries and other equity accounted
 
investments.
Other claims
During the normal course of its business, Equinor ASA is involved in legal proceedings,
 
and several other unresolved claims are
currently outstanding. The ultimate liability or asset in respect of such litigation and claims
 
cannot be determined at this time. Equinor
ASA has provided in its financial statements for probable liabilities related to litigation and claims
 
based on the company's best
judgment. Equinor ASA does not expect that its financial position, results of operations or cash flows
 
will be materially affected by the
resolution of these legal proceedings.
Provisions related to claims and disputes are reflected within note 18 Provisions and other liabilities.
 
 
Financial statements and supplements
Parent company financial statements and notes
Equinor 2023 Integrated Annual Report
 
257
22 Related parties
Reference is made to note 27 Related parties in the Consolidated financial statements for information
 
regarding Equinor ASA’s related
parties. This includes information regarding related parties as a result of Equinor ASA’s ownership structure and also information
regarding transactions with the Norwegian State.
Transactions with group companies
Revenue transactions with related parties are presented in note 3 Revenues. Total intercompany revenues amounted to USD 1.2
billion and USD 2.8 billion in 2023 and 2022, respectively. Intercompany revenues consisted of commodity sales and purchases with
subsidiaries, mainly attributed to sales of crude oil and sales of refined products to Equinor Marketing
 
& Trading (US) Inc. of USD 2.2
billion and USD 2.5 billion in 2023 and 2022, partly offset by net gas purchases from physically settled commodity derivatives with
Danske Commodities A/S of USD 1.2 billion and USD 0.4 billion in 2023 and 2022.
Equinor ASA sells natural gas and pipeline transport on a back-to-back basis to Equinor Energy
 
AS. Similarly, Equinor ASA enters
into certain financial contracts, also on a back-to-back basis with Equinor Energy AS. All of the risks related
 
to these transactions are
carried by Equinor Energy AS and the transactions are therefore not reflected in Equinor
 
ASA's financial statements.
Equinor ASA buys volumes from its subsidiaries and sells them into the market. Total purchases of goods from subsidiaries amounted
to USD 32.9 billion and USD 33.8 billion in 2023 and 2022, respectively. The major part of intercompany purchases of goods is
attributed to Equinor Energy AS, USD 18.5 billion and USD 21.3 billion in 2023
 
and 2022, respectively and Equinor US Holdings Inc,
USD 9 billion and USD 6.5 billion in 2023 and 2022, respectively.
Expenses incurred by the company, such as personnel expenses, are accumulated in cost pools. Such expenses are allocated in part
on an hours incurred cost basis to Equinor Energy AS, to other group companies, and
 
to licences where Equinor Energy AS or other
group companies are operators. Costs allocated in this manner are not reflected in Equinor
 
ASA's financial statements. Expenses
allocated to group companies amounted to USD 6.6 billion and USD 10.5 billion in 2023 and
 
2022, respectively. The major part of the
allocation is related to Equinor Energy AS, USD 5.6 billion, and USD 9.6 billion in 2023 and 2022,
 
respectively.
Other transactions
Reference is made to note 27 Related parties in the Consolidated financial statements for information
 
regarding Equinor ASAs
transactions with related parties based on ordinary business operations.
Current receivables and current liabilities from subsidiaries and other equity accounted companies are included
 
in note 11 Financial
assets and liabilities.
Related party transactions with management and management remunerations for 2023 are presented
 
in note 4 Salaries and
personnel expenses.
 
 
Financial statements and supplements
Equinor 2023 Integrated Annual Report
 
258
The board of directors and the chief executive officer approves the consolidated financial statements for the group,
 
the parent
company financial statements for Equinor ASA as of 31 December 2023 and the board of directors’
 
report.
 
 
12 March 2024
THE BOARD OF DIRECTORS OF
 
EQUINOR ASA
/s/ JON ERIK REINHARDSEN
CHAIR
/s/ ANNE DRINKWATER
DEPUTY CHAIR
/s/ REBEKKA GLASSER HERLOFSEN
/s/ JONATHAN LEWIS
/s/ FINN BJØRN RUYTER
/s/ TOVE ANDERSEN
/s/ HAAKON BRUUN-HANSSEN
/s/ STIG LÆGREID
/s/ PER MARTIN LABRÅTEN
/s/ HILDE MØLLERSTAD
/s/ ANDERS OPEDAL
 
PRESIDENT
 
AND CEO
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
259
Additional
 
information
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
Shareholder information
Risk factors
EU Taxonomy
 
for sustainable activities
Additional sustainability information
Statements on this report incl. independent auditor reports
Use and reconciliation of non-GAAP financial measures
Other definitions and abbreviations
Forward-looking statements
 
 
 
 
exhibit154p260i0 exhibit154p260i1
Additional information
Equinor 2023 Integrated Annual Report
 
260
5.1 Shareholder information
Major shareholders
The Norwegian State is the largest shareholder in Equinor. It has a direct ownership interest of 67%, which is managed by the
Norwegian Ministry of Trade, Industry and Fisheries, and a 3.6% indirect interest through the National Insurance Fund
(Folketrygdfondet), totalling 70.6%.
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
261
Equinor has one class of shares, and each share confers one vote at the annual general meeting.
 
The Norwegian State does not
have any voting rights that differ from the rights of other ordinary shareholders.
Pursuant to the Norwegian Public Limited Liability Companies Act, a majority of at least two-thirds of
 
the votes cast at the general
meeting is required to amend our articles of association. As long as the Norwegian State
 
owns more than one-third of our shares,
it is able to prevent any amendments to our articles of association. Since the Norwegian State,
 
acting through the Norwegian
Ministry of Trade, Industry and Fisheries, has more than two-thirds of the shares in the company, it also has the sole power to
amend our articles of association. In addition, as majority shareholder, the Norwegian State has the power to control any decision
at a general meeting that requires a majority vote, including approval of dividend proposed
 
by the BoD and election of the majority
of the corporate assembly which, in turn, has the power to elect the BoD.
The Norwegian State endorses the principles set out in The Norwegian Code of Practice
 
for Corporate Governance,and has
stated that it expects companies in which the State has an ownership interest to
 
adhere to the code. The principle of ensuring
equal treatment of different groups of shareholders is a key element in the State's own guidelines.
 
In companies in which the State
is one of the shareholders, its intention is to exercise the same rights and obligations as any other shareholder
 
and not act in a
manner that has a detrimental effect on the rights or financial interests of other shareholders. In addition to the
 
principle of equal
treatment of shareholders, emphasis is also placed on transparency in relation to the State's
 
ownership and on general meetings
being the correct forum for owner decisions and formal resolutions.
Shareholders at 31st of December 2023
Number of Shares
Ownership in %
1
Government of Norway
2,012,080,085
67.0%
2
Folketrygdfondet
107,381,599
3.6%
3
The Vanguard Group, Inc.
1)
33,351,324
1.1%
4
BlackRock Institutional Trust Company, N.A.
1)
28,866,990
1.0 %
5
T. Rowe Price Associates, Inc.
1)
20,095,889
0.7%
6
DNB Asset Management AS
19,929,666
0.7%
7
Storebrand Kapitalforvaltning AS
19,690,113
0.7%
8
KLP Fondsforvaltning AS
18,220,065
0.6%
9
Arrowstreet Capital, Limited Partnership
1)
17,381,133
0.6%
10
RBC Global Asset Management (UK) Limited
16,892,817
0.6%
11
Dodge & Cox
1)
14,150,538
0.5%
12
Nuveen LLC
1)
13,008,248
0.4%
13
Fidelity Management & Research Company LLC
1)
12,949,739
0.4%
14
State Street Global Advisors (US)
1)
11,824,393
0.4%
15
BlackRock Advisors (UK) Limited
11,130,795
0.4%
16
SAFE Investment Company Limited
10,135,834
0.3%
17
Amundi Asset Management, SAS
9,304,533
0.3%
18
Wellington Management Company, LLP
1)
8,761,910
0.3%
19
Schroder Investment Management Ltd. (SIM)
8,675,563
0.3%
20
Sarasin & Partners LLP
8,360,610
0.3%
1) Shareholders with a US-registered address
Source: Data collected by third party, authorised by Equinor, 31st of December 2023.
Equinor's share incentive plans
Since 2004, Equinor has had share savings plans for its employees. The purpose of these plans
 
is to strengthen the business
culture and encourage loyalty through employees becoming part-owners of the company. As of 31.12.2023, 84% of eligible
employees worldwide participated in share incentive plans.
Through regular salary contributions, employees can invest up to 5% of their base salary in Equinor
 
shares. In addition, the company
provides a contribution of up to a maximum of NOK 1,500 per year (approximately USD
 
150) to the total share investment made by
employees in Norway. After a holding period of two calendar years following the year of purchase
15
, one extra share is awarded for
each share purchased. Under current Norwegian tax legislation, the share award is a
 
taxable employee benefit, with a value equal to
the value of the shares awarded and taxed at the time of the award.
15
For members of the Corporate Executive Committee, the holding period is three calendar years following the year
 
of purchase.
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
262
Equinor ASA runs a share-based long-term incentive (LTI) plan for approximately 100 employees (comprising executive
committee members, senior vice presidents, and nominated vice presidents). A gross LTI grant is made at a fixed percentage of
the employee’s base salary. Equinor shares are allocated for the net-after-tax amount, to be held in for a period of 36 months. The
gross LTI grant is a taxable employee benefit.
On behalf of the company, the BoD is authorised to acquire Equinor shares on the open market in order to continue the operation
of the share-based incentive plans. This authorisation is valid until 30 June 2024, and it is Equinor’s
 
intention to renew it at the
annual general meeting on 14 May 2024.
Voting rights may not be exercised for shares in Equinor ASA which belong to the company itself or a subsidiary.
Share buy-backs
For the period 2013-2023, the BoD was authorised by the annual general meeting to
 
repurchase Equinor shares on the open
market for subsequent annulment. It is Equinor’s intention to renew this authorisation
 
at the annual general meeting in May 2024.
The annual general meeting on 10 May 2023 authorised the BoD to acquire shares in the open
 
market. The authorisation is valid
until either 30 June 2024 or the annual general meeting in 2024 (whichever is the earliest).
 
A total of 64,861,696 shares were
bought back as part of this 2023 share buy-back programme for USD 1.98 billion. Of the announced
 
share buy-back programme
of USD 6 billion for 2023, 67% will be settled with the Norwegian State in order to keep the
 
State’s ownership share unchanged.
The State share of the first tranche of the 2023 programme was settled in June 2023,
 
while the State share of the second, third
and fourth tranches in 2023 will be settled in July 2024, subject to approval by the annual
 
general meeting in May 2024.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
263
Summary of share buy-backs
All share buy-backs have been carried out in the open market and pursuant to the
 
authorisations outlined above. Also, see note
20 Shareholders’ equity and dividends to the Consolidated financial statements for more information.
 
Period in
which shares
were bought
back
Shares repurchased under AGM mandate for share-based
incentive plans
Shares repurchased under AGM mandate for
subsequent annulment
Number of
shares
repurchase
d
1)
Average
price per
share in
NOK
Total number
of shares
purchased as
part of
programme
Maximum
number of
shares that may
yet be
purchased
under the
programme
authorisation
Number of
shares
repurchased
2
)
Average
price per
share in
NOK
Total number
of shares
bought back
in the market
Maximum
number of
shares that
may yet be
bought back in
the market
under AGM
mandate
3)
Average
price per
share in
NOK
Total number
of shares
repurchased
Jan-23
376,047
311.13
8,403,299
6,796,701
3,434,958
320.63
46,054,130
28,945,870
319.69
3,811,005
Feb-23
375,164
327.86
8,778,463
6,421,537
5,391,501
322.51
51,445,631
23,554,369
322.86
5,766,665
Mar-23
417,673
296.88
9,196,136
6,003,864
5,435,002
312.25
56,880,633
18,119,367
311.15
5,852,675
Apr-23
404,004
306.93
9,600,140
5,599,860
-
-
 
-
 
94,000,000
306.93
404,004
May-23
492,290
300.94
492,290
10,507,710
5,081,465
298.59
5,081,465
88,918,535
298.80
5,573,755
Jun-23
384,592
322.42
876,882
10,123,118
11,604,252
309.48
16,685,717
77,314,283
309.90
11,988,844
Jul-23
418,680
300.95
1,295,562
9,704,438
3,527,000
311.30
20,212,717
73,787,283
310.20
3,945,680
Aug-23
391,723
321.66
1,687,285
9,312,715
6,337,076
320.98
26,549,793
67,450,207
321.02
6,728,799
Sep-23
352,858
357.08
2,040,143
8,959,857
6,899,000
347.72
33,448,793
60,551,207
348.18
7,251,858
Oct-23
337,998
372.78
2,378,141
8,621,859
3,864,000
358.67
37,312,793
56,687,207
359.80
4,201,998
Nov-23
361,555
354.03
2,739,696
8,260,304
6,192,000
357.13
43,504,793
50,495,207
356.96
6,553,555
Dec-23
387,957
335.09
3,127,653
7,872,347
5,982,000
330.23
49,486,793
44,513,207
330.53
6,369,957
Jan-24
419,574
309.84
3,547,227
7,452,773
4,548,400
318.52
54,035,193
39,964,807
317.79
4,967,974
Total
5,120,115
 
322.68
4)
68,296,654
 
325.49
4)
 
324.14
4)
73,416,769
1)
The shares bought back from February 2023 to January
 
2024 were acquired on the open market under
 
the buyback programme for shares
to be used in the share-based incentive plans
 
for employees announced 8 February 2023,
 
with duration from 15 February 2023 to
 
15
January 2024.
 
2)
The shares bought back in the market have
 
been bought under the following tranches:
Tranches
Announced
Duration
Maximum total
consideration (USD)*
 
Fourth tranche for 2022
 
 
28 October 2022
 
 
27 January 2023
 
 
1,830,000,000
 
 
First tranche for 2023
 
 
8 February 2023
 
 
24 March 2023
 
 
1,000,000,000
 
 
Second tranche for 2023
 
 
4 May 2023
 
 
25 July 2023
 
 
1,666,666,667
 
 
Third tranche for 2023
 
 
26 July 2023
 
 
26 October 2023
 
 
1,666,666,667
 
 
Fourth tranche for 2023
 
 
27 October 2023
 
 
29 January 2024
 
 
1,666,666,667
 
 
* Including the State's share
 
3)
The maximum number of shares that may yet be
 
bought back in the market from January 2023
 
to March 2023 refers to the authorisation
granted by the annual general meeting in May 2022.
 
The maximum number of shares that may yet be
 
bought back in the market from May
2023 to January 2024 refers to the authorisation
 
granted by the annual general meeting in
 
May 2023.
4)
Weighted average price per share.
 
Additional information
Equinor 2023 Integrated Annual Report
 
264
5.2 Risk factors
The risks discussed below could, separately or in combination, affect our operational and financial performance, the implementation
 
of
our strategy, our reputation and the value of our securities.
Strategic and commercial risks
Prices and markets
Fluctuating prices of oil and natural gas as well as exchange rates and general macroeconomic conditions
 
impact our financial
performance. Generally, Equinor does not have control over the factors that affect market developments and prices.
Uncertainty in global and regional energy supply and demand means that Equinor's long-term
 
plans should take into consideration
many outcomes for how global energy markets may develop. Examples of factors that can affect supply and
 
demand, and
consequently the prices of oil, natural gas, electricity and other energy products include: global
 
and regional economic conditions,
political and regulatory developments, geopolitical tensions, the actions of OPEC+ and other large
 
energy suppliers, the social and
health situation in any country or region, technological advances, availability of energy resources
 
or access to energy-related
acreages, development of supply chains and consumer preferences, including those related to climate issues.
Over recent years, there has been significant volatility in energy prices, triggered by the supply
 
and demand impacts of the Covid-19
pandemic and the post-pandemic recovery, the European security situation, including Russia’s invasion of Ukraine, and its effect on
global energy flows. Hamas' attack on Israel in October 2023 and the subsequent war
 
between the parties, have escalated the
potential for further tension in the Middle East and added to uncertainty and volatility
 
in energy prices.
Energy prices and predominantly oil and natural gas prices are the primary drivers of Equinor’s
 
business results, financial condition
and liquidity, and its ability to finance planned capital expenditures. A significant or prolonged period of low prices could lead to
changes in production, impairment of assets or reassessment of the viability of projects
 
under development and future business
opportunities.
Increases in prices can lead to increased taxes, cost inflation or higher access costs for Equinor.
Fluctuating foreign exchange rates, especially between USD, EUR, GBP and NOK, can have
 
a significant impact on Equinor’s
operational and financial results. A large percentage of Equinor’s revenues and
 
cash receipts are denominated in or driven by USD,
sales of gas and refined products are mainly denominated in EUR and GBP, while a large portion of operating expenses, capital
expenditures and income taxes payable accrue in NOK. The majority of Equinor’s
 
long-term debt has USD exposure. See also the
description of market risk (including commodity price risk and currency risk) in note 4 Financial risk
 
and capital management in the
Consolidated Financial Statements.
Such risks could have a material adverse effect on Equinor’s business, financial condition, and
 
results of operations.
Hydrocarbon resource base and renewable and low carbon opportunities
Changes to Equinor’s hydrocarbon resource base estimates and the ability to access renewable
 
and low-carbon opportunities can
impact future production, revenues, and expenditures as well as delivery of our strategy
.
Our estimates relating to current and future energy resources depend on many factors, variables
 
and assumptions that are beyond
Equinor’s control, and which may prove to be incorrect over time. The reliability
 
of resource estimates depends on the quality and
quantity of Equinor’s geological, technical and economic data together with extensive
 
engineering judgements. Substantial upward or
downward revisions in Equinor’s resources outlook may be required should additional
 
information become available after the initial
estimates were prepared. A substantial downward revision could potentially lead to impairments.
Equinor’s future oil and gas resource base depends on the company’s timely success in accessing,
 
acquiring, and developing
attractive opportunities. If unsuccessful, future production will decline and future revenue will
 
be reduced. Equinor’s access to
resources is impacted by the choices of governments and, outside of Norway, national oil and gas companies. Changes in fiscal terms
and fluctuations in oil and gas prices will have a direct impact on Equinor’s resource
 
base. Proved oil and gas reserves are estimated
based on the US Securities and Exchange Commission (SEC) requirements and may differ substantially from Equinor’s
 
view on
expected reserves and contingent resources.
Equinor’s ability to build material renewable and low-carbon business portfolios depends
 
on access to attractive opportunities where
the right commercial terms are key. Future conditions, along with risks and uncertainties in power, hydrogen and carbon markets as
well as internal factors, will influence our ability to achieve our ambitions relating to renewable
 
energy resources and low-carbon
business.
 
Additional information
Equinor 2023 Integrated Annual Report
 
265
Such risks could have a material adverse effect on Equinor’s business, financial condition and
 
results of operations.
Climate change and transition to a lower carbon economy
Policy, legal, regulatory,
 
market and technology developments, including stakeholder sentiment, related to the issue of
 
climate
change, can affect our business plans and financial performance.
Shifts in stakeholder focus between energy security, affordability and sustainability add uncertainty to delivery and outcomes
associated with Equinor’s strategy.
Stricter climate laws, regulations, and policies as well as adverse litigation outcomes could
 
adversely impact Equinor's financial results
and outlook, including the value of its assets. This might be directly (through regulatory changes towards
 
energy systems free of
unabated fossil fuels, changes in taxation, increased costs or access to opportunities)
 
or indirectly (through changes in consumer
behaviour or technology developments).
Equinor expects greenhouse gas emission costs to increase from current levels and to have
 
a wider geographical range than today.
Equinor applies a default minimum carbon price in investment analysis starting at USD 82
 
per tonne in 2025, increasing towards USD
115 per tonne by 2030. In countries where the actual or predicted carbon price is higher than our default at any point in time, Equinor
applies the actual or expected cost, such as in Norway where both a CO
2
 
tax and the EU Emission Trading System (EU ETS) apply. A
higher carbon price provides an incentive to reduce emissions and increase investment in
 
new low-carbon solutions and technology.
Changing demand for renewable energy and low-carbon technologies, and innovation and technology
 
changes supporting their cost-
competitive development, represent both threats and opportunities for Equinor.
Market development and our ability to reduce costs and capitalise on technology improvements
 
are important but unpredictable risk
factors. Multiple factors in the energy transition contribute to uncertainty in future energy price assumptions,
 
and changes in investor
and societal sentiment can affect our access to capital markets, attractiveness for investors, and potentially restrict access to finance
or increase financing costs.
Strong competition for assets, changing levels of policy support, and different commercial/contractual models
 
may lead to diminishing
returns within the renewable and low-carbon industries and hinder Equinor ambitions. These investments
 
may be exposed to interest
rate risk and inflation risk.
Equinor’s net-zero strategy and climate-related ambitions are responses to challenges
 
and opportunities in the energy transition.
There is no assurance that these ambitions will be achieved or that all stakeholders will accept
 
our approach or methods to set,
measure or reach our ambitions. Successful strategy execution depends on development of new technologies, new
 
value chains,
societal shifts in consumer demand, as well as firm leadership from policy makers. Should societal
 
demands, technological innovation
and policy support from governments not shift in parallel with Equinor’s pursuit of significant greenhouse
 
gas emission reductions and
energy transition investments, our business plans and financial performance may be adversely
 
affected and Equinor may be unable to
fulfil its net-zero strategy and/or meet its climate-related ambitions.
International politics and geopolitical change
Political, economic, and social developments or instability in regions where Equinor has interests
 
and may seek future opportunities
could adversely affect Equinor’s business causing financial loss.
Political instability, civil strife, strikes, insurrections, acts of terrorism, acts of war, sanctions and trade disputes, public health situations
(including pandemics such as Covid-19), adverse and hostile actions against Equinor’s
 
staff, its facilities, its transportation systems
and its digital infrastructure (cyberattacks) may disrupt or curtail Equinor’s
 
operations and business opportunities. These may in turn
lead to a decline in production and otherwise adversely affect Equinor’s business, operations,
 
results and financial condition. Similarly,
Equinor’s response to such situations could lead to claims from partners and relevant
 
stakeholders, litigation, and litigation-related
costs.
Equinor exited all projects in Russia in 2022. The European security situation will continue
 
to impact our business environment
volatility, uncertainty,
 
and complexity for the foreseeable future, including through impacts related to oil
 
and gas supply and demand,
policy response, supply chains and security. The situation in the Middle East remains volatile with potential energy market
implications.
Digital and cyber security
Increasing digitisation and reliance on information technology (IT) and operational technology (OT)
 
means that digital and cyber
disruption could materially impact Equinor’s operations and financial condition.
Damage, disruption or shutdown of digital IT and OT systems can occur due to failures during the
 
operation and maintenance of
software and hardware, databases or components, power or network outages, hardware or software
 
failures, negligence, user error,
or breaches of cyber security.
 
Additional information
Equinor 2023 Integrated Annual Report
 
266
Risks from cyber disruption are interconnected, company-wide, and may be linked to third party
 
personnel, practices, hardware,
software and infrastructure. Cyber disruption may arise from factors such as unauthorised access,
 
usage or attacks, computer viruses,
errors or wrongdoing by employees or others who have gained access to Equinor’s
 
or any connected networks and systems, as well
as threats to our assets from insiders who exploit, or intend to exploit, their legitimate access
 
to Equinor’s facilities or networks for
unauthorised purposes. Risks related to cyber disruption may also be impacted by increasing artificial intelligence
 
capabilities.
Digital and cyber-disruption, whether in respect of Equinor’s systems and
 
networks or those of third parties on which Equinor relies,
could result in delayed activities, loss of production, loss of sensitive or personal information, misuse
 
of information or systems, as well
as safety and environmental losses as a result of damage to our physical assets caused
 
by such disruption, and the company could
face associated regulatory actions, legal liability, reputational damage and loss of revenue. Equinor could be required to spend
significant financial and other resources to avoid, limit or remedy the damage caused by a security
 
breach or to repair or replace
networks and information systems, which in turn could affect our financial performance.
See also section 2.2 Safe and secure operations – Performance disclosure – Security incidents.
Project delivery and operations
Uncertainties in development projects and production operations in the Equinor portfolio could
 
prevent Equinor from realising profits
and cause substantial losses.
Oil and gas, renewable, low-carbon and other projects or assets may be curtailed, delayed, cancelled
 
or suspended for many
reasons. Situations such as equipment shortages or failures, natural hazards, unexpected drilling
 
conditions or reservoir
characteristics, irregularities in geological formations, challenging soil conditions, accidents, mechanical
 
and technical difficulties,
power cost and availability, protestor actions, health issues (including pandemics such as Covid-19), new technology implementation
and quality issues might have significant impact. The risk is higher in new and challenging
 
areas such as deep waters or other harsh
environments, and in new value chains. Cost inflation in capital and operational expenditures
 
can negatively affect project deliveries,
results from operations and longer-term financial outcomes.
Equinor’s portfolio of development projects includes a high number of major development-projects
 
as well as “first-off” projects (i.e.
involving new development concepts, operating regions, execution models, partners/contractors,
 
value chains and markets) that
increase portfolio complexity and potentially execution risk.
Equinor’s ability to commercially exploit energy resources and carbon products depends,
 
among other factors, on the availability of
adequate capacity of transportation and/or transmission infrastructure to markets at a commercially
 
viable price. Equinor may be
unsuccessful in its efforts to secure commercially viable transportation, transmission, and markets for all its potential
 
production in a
cost-efficient manner or at all, which in turn could affect our operational and financial performance.
Joint arrangement and contractors
The actions of our partners, contractors and sub-contractors could result in legal liability and financial loss
 
for Equinor.
Many of Equinor’s activities are conducted through joint arrangements and with contractors
 
and sub-contractors which may limit
Equinor’s influence and control over the performance of such operations. If operators,
 
partners, or contractors fail to fulfil their
responsibilities, Equinor can be exposed to financial, operational, safety, security, and compliance risks as well as reputational risks
and risks related to ethics, integrity and sustainability.
Equinor is also exposed to enforcement actions by regulators or claimants in the event of an incident
 
in an operation where it does not
exercise operational control. Operators, partners. and contractors may be unable or unwilling to
 
compensate Equinor for costs
incurred on their behalf or on behalf of the relevant arrangement.
Such risks could impact Equinor’s operational and financial performance, the implementation
 
of its strategy, our reputation and the
value of our securities.
Competition and technological innovation
If competitors move faster or in other directions related to the development and deployment
 
of new technologies and products,
Equinor’s financial performance and ability to deliver on our strategy may be
 
adversely affected
.
Equinor could be adversely affected if we do not remain commercially and technologically competitive to efficiently develop and
operate an attractive portfolio of assets, to obtain access to new opportunities, and to keep pace
 
with deployment of new technologies
and products that can impact our transition to a broad energy company.
Equinor’s financial performance may be negatively impacted by competition from players
 
with stronger financial resources or with
increased agility and flexibility, and from an increasing number of companies applying new business models.
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
267
Ownership and actions by the Norwegian State
The interests of Equinor’s majority shareholder, the Norwegian State, may not always be aligned with the interests of Equinor’s
 
other
shareholders. A change in the Norwegian State’s ownership policy or in the manner in which the Norwegian
 
State exercises its
ownership can impact Equinor’s ability to execute its strategy and deliver on its ambitions
 
or impact Equinor’s financial performance.
The Norwegian State, as our majority shareholder with 67% ownership as of 31 December
 
2023, has the power to influence the
outcome of any vote of shareholders, including amendments to Equinor’s
 
articles of association (which require the support of two-
thirds of the votes cast at the general meeting) and the election of all non-employee members
 
of the corporate assembly (which
requires a majority of the votes cast). Factors influencing the voting of the Norwegian
 
State could be different from the interests of the
other shareholders.
The Norwegian State has resolved that its shares in Equinor and the State’s Direct Financial Interests
 
in NCS licenses 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 Equinor to market the Norwegian State’s oil and gas together with Equinor’s
 
own oil and gas as a single
economic unit and to take account of the Norwegian State’s interests in all decisions that may affect the marketing
 
of these resources.
If the Norwegian State’s coordinated ownership strategy is not adequately implemented, then Equinor’s
 
mandate to sell the
Norwegian State’s oil and gas together with its own oil and gas is likely to be prejudiced which could
 
have an adverse effect on
Equinor’s position in the markets in which it operates
16
.
Any change to the manner in which the Norwegian State exercises its ownership of Equinor
 
could influence Equinor’s ability to
execute its strategy and deliver on its ambitions and could therefore have an adverse effect on our financial performance.
 
Policies and legislation
Equinor’s operations in various countries are subject to dynamic legal and
 
regulatory factors that could impact our business plans and
financial performance.
Equinor operates in certain countries which lack well-functioning and reliable legal systems, where the
 
enforcement of contractual
rights is uncertain, and where the governmental, fiscal, and regulatory regimes can change over
 
time or can be subject to unexpected
or rapid change. Such changes could constrain our plans, cause operational delays, increase costs
 
of regulatory compliance, increase
litigation risk, impact the sale of our products, require us to divest or curtail operations, limit access
 
to new opportunities, and affect
provisions for pension, tax, and legal liabilities.
Moreover, if a country in which Equinor operates changes its laws, regulations, policies, or practices relating to energy or the oil and
gas industry, including in response to environmental, social or governance concerns, Equinor’s national and/or international
exploration, development and production activities, and the results of its operations, could be affected. In addition, changes in the
 
tax
laws of the countries in which Equinor operates could have a material adverse effect on liquidity
 
and the results of operations.
Equinor's exploration and production activities undertaken together with national oil companies
 
are subject to a significant degree of
state control. In recent years, governments and national oil companies have in some regions
 
exercised greater authority and imposed
more stringent conditions on energy companies. Intervention by governments could take
 
a variety of forms, such as nationalisation,
expropriation, cancellation, non-renewal, restriction or renegotiation of our interests, assets, and
 
related rights. Equinor could be
subject to the imposition of new contractual obligations, price and exchange controls, tax
 
or royalty increases, payment delays, and
currency and capital transfer restrictions.
Equinor's US operations use hydraulic fracturing, which is subject to a range of federal, state,
 
and local laws. Various US states and
local governments have implemented, or are considering, changes to regulations or increased
 
regulatory oversight of hydraulic
fracturing that could adversely affect Equinor's US onshore business and the demand for its fracturing
 
services.
The ongoing maturation of the regulatory framework and permitting requirements for low-carbon value
 
chains in various countries can
also impact financial outcomes from Equinor’s investment in related technologies, opportunities,
 
and projects.
Equinor incurs, and expects to continue to incur, substantial capital, operating, maintenance and remediation costs relating to
compliance with increasingly complex laws, regulations and obligations related to the protection
 
of the environment and human health
and safety, as well as in response to concerns relating to climate change. Such occurrences could have a materially adverse effect on
Equinor’s operations and opportunities, liquidity, and financial performance.
Financial risks, liquidity and capital management
 
Equinor’s business is exposed to liquidity, interest rate, equity and credit risks that could adversely affect the results of Equinor’s
operations, our financial position and ability to operate, as described in note 4 to the Consolidated
 
Financial Statements.
16
See also Equinor’s Report on corporate governance published on
 
equinor.com/reports for further details
 
on State ownership and equal treatment of
shareholders and transactions with close associates.
 
Additional information
Equinor 2023 Integrated Annual Report
 
268
Trading and commercial supply activities
Equinor’s trading and commercial supply activities in the commodity markets can
 
lead to financial losses.
Equinor uses financial 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 to manage price differences and volatility. Trading
activities involve elements of forecasting, and Equinor bears the risk of market movements, the
 
risk of losses if prices develop contrary
to expectations, and the risk of default by counterparties.
There is a risk that an individual or group of traders acting for or on behalf of Equinor
 
could act outside of their respective mandates
which could therefore result in financial loss, fines, or loss of licence to operate, including
 
permissions to trade. Should such risks
materialise, they may adversely affect the Group’s financial results and performance.
Workforce capabilities and organisational change
 
Equinor may not be able to secure the right level of workforce competence and capacity, or to leverage efficient organisational
operating models, to execute on strategy and operations, which could have an adverse effect
 
on Equinor’s current and future
business and performance.
Equinor depends on workforce capacity and competence to deliver on its strategy, including transition to a broad energy company.
Uncertainties related to the future of the oil and gas industry and the rate of growth of
 
new value chains, the need for new capabilities,
and increased competition for talent, pose a risk to securing the right level of workforce competence
 
and capacity through industry
cycles.
Further, we may implement internal restructuring and changes to our operating model to meet the needs of the oil and gas,
 
renewable
and low-carbon domains, but such changes may not deliver on expectations.
Any such failure to secure the right level of workforce competence and capacity and/or to leverage
 
efficient organisational operating
models could have an adverse effect on Equinor’s current and future business.
Crisis management, business continuity and insurance coverage
Equinor's crisis management and business continuity systems may prove inadequate to limit disruption
 
to our business causing
losses. Equinor’s insurance coverage may not provide adequate protection from losses,
 
with a potential material adverse effect on
Equinor’s financial position.
Our business could be severely affected if Equinor does not respond or is perceived not to have prepared, prevented,
 
responded, or
recovered in an effective and appropriate manner to a crisis or major incident. A crisis or disruption might
 
occur as a result of a
security or cybersecurity incident or if a risk described under Security, safety and environmental risks materialises.
Equinor maintains insurance coverage that includes physical damage to its properties, third-party liability, workers’ compensation and
employers’ liability, general liability, sudden pollution, and other cover.
 
Equinor’s insurance coverage includes deductibles that must
be met prior to recovery and is subject to caps, exclusions, and limitations. There is no assurance
 
that such cover will adequately
protect Equinor against liability from all potential consequences and damages as illustrated by the
 
financial loss for the group related
to the fire at Hammerfest LNG in 2020.
The Equinor group retains parts of its insurable risks in a wholly owned captive insurance company, so insurance recovery outside of
the Equinor group may be limited.
Security,
 
safety and environmental risks
Health, safety and environmental factors
Equinor is exposed to a wide range of risk factors that could result in harm to people,
 
the environment, and our assets, as well as
cause significant losses through business interruption, increased costs, regulatory action, legal liability, and damage our reputation
and social licence to operate.
Risk factors that could lead to impacts on health, safety and the environment include human performance,
 
operational failures, breach
of digital security, detrimental substances, subsurface conditions (including conditions related to hydraulic fracturing), technical
integrity failures, vessel collisions, natural disasters, adverse weather or climatic conditions, physical effects of climate change (see
section 2.2 Profitable portfolio), epidemics or pandemics (such as Covid-19), breach of human
 
rights, structural and organisational
changes and other occurrences. Continuation, resurgence or emergence of a pandemic, could precipitate or aggravate
 
the other risk
factors identified in this report and materially impact Equinor’s operations
 
and financial condition.
These risk factors could result in disruptions of our operations and could, among other things, lead to
 
blowouts, structural collapses,
loss of containment of hydrocarbons or other hazardous materials, fires, explosions and
 
water contamination that cause harm to
people, loss of life or environmental damage. All modes of transportation of hydrocarbons
 
are susceptible to a loss of containment of
 
Additional information
Equinor 2023 Integrated Annual Report
 
269
hydrocarbons and other hazardous materials and represent a significant risk to people and the environment. Equinor
 
could also be
subject to civil and/or criminal liability and the possibility of incurring substantial costs, including for
 
remediation if any such health,
safety or environmental risk materialises.
It is not possible to guarantee that the management system or other policies and procedures will
 
be able to identify or mitigate all
aspects of health, safety and environmental risks or that all activities will be carried out in accordance
 
with these systems.
Security breaches
Equinor’s personnel, assets, infrastructure, and operations may be subject to hostile
 
or malicious acts that disrupt our operations,
cause loss of data, harm to people or the environment, and affect Equinor’s
 
financial performance.
Security threats may arise from terrorism, crime, acts of sabotage, armed conflict, civil unrest, maritime
 
crime, insiders and social
engineering or illegal or unsafe activism. A changing geopolitical, political, technological and social context makes
 
these factors
increasingly unpredictable.
Management of security risks, and the application of national security laws or policies, can incur
 
significant costs, restrict our ability to
do business in a particular jurisdiction and limit operations, including our supply chains and the supply
 
of our products. Failure to avoid
security breaches can disrupt Equinor operations, cause loss, misuse or manipulation of data, harm
 
to our people, assets, or the
environment, result in fines or liabilities and impact our reputation and future business, all
 
of which may affect Equinor’s financial
performance.
Equinor could be required to spend significant financial and other resources to
 
avoid, limit or remedy the damage
caused by a security breach, which in turn may adversely affect Equinor’s operational and
 
financial performance.
Compliance and control risks
Supervisions, regulatory reviews and reporting
Supervision, review and sanctions for violations of laws and regulations at the supranational, national
 
and local level may lead to legal
liability, substantial fines, claims for damages, criminal sanctions and other sanctions for noncompliance, and reputational damage.
Applicable laws and regulations include, among others, those relating to financial reporting, taxation, bribery and
 
corruption, securities
and commodities trading, fraud, competition and antitrust, safety and the environment, labour and employment
 
practices and data
privacy rules. The enactment of, or changes to, such laws and regulations could create compliance
 
challenges and increase the
likelihood of a violation occurring.
Equinor is subject to supervision by the Norwegian Ocean Industry Authority (Havtil), whose regulatory
 
authority covers the whole
NCS including offshore-wind as well as petroleum-related plants onshore in Norway. Equinor may become subject to supervision or
be required to report to other regulators internationally, and such supervision could result in audit reports, orders, and investigations.
Equinor is listed on Oslo Børs (OSE) and the New York Stock Exchange (NYSE) and is a reporting company under the rules and
regulations of the US Securities and Exchange Commission (the SEC). Equinor is required
 
to comply with the continuing obligations of
relevant regulatory authorities, and violation of these obligations may result in legal liability, the imposition of fines and other
sanctions.
Equinor is also subject to financial review from financial supervisory authorities such as the Norwegian
 
Financial Supervisory Authority
(FSA) and the SEC. Reviews performed by financial supervisory authorities could result in changes to
 
previously published financial
statements and future accounting practices. In addition, failure of external reporting to report data
 
accurately and in compliance with
applicable standards could result in regulatory action, legal liability, and damage to Equinor’s reputation.
Audits of financial statements could identify material weaknesses or deficiencies in Equinor’s
 
internal control over financial reporting
and cause loss of investor confidence that can potentially impact the share price.
Business integrity and ethical misconduct
Non-compliance with anti-corruption and bribery laws, anti-money laundering laws, competition and antitrust laws,
 
sanctions and trade
restrictions or other applicable laws, or failure to meet Equinor’s ethical requirements, could
 
expose Equinor to legal liability, lead to a
loss of business, loss of access to capital and damage our reputation and social licence to
 
operate.
Equinor is subject to anti-corruption and bribery laws and anti-money laundering laws in multiple
 
jurisdictions, including the Norwegian
Penal code, the US Foreign Corrupt Practices Act and the UK Bribery Act. A violation
 
of such applicable laws could expose Equinor to
investigations from multiple authorities and may lead to criminal and/or civil liability with substantial
 
fines. Incidents of noncompliance
with applicable anti-corruption and bribery laws and regulations and the Equinor Code of Conduct
 
could be damaging to Equinor’s
reputation, competitive position, and shareholder value. Similarly, a breach of human rights due diligence and reporting legislation or a
failure to uphold our human rights policy may lead to fines or damage our reputation and social licence
 
to operate.
 
 
exhibit154p270i0
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
270
Equinor has a diverse portfolio of projects worldwide and operates in markets and sectors impacted
 
by sanctions and international
trade restrictions. Sanctions and trade restrictions are complex, unpredictable and are often implemented
 
at short notice. While
Equinor remains committed to comply with sanctions and trade restrictions and takes steps
 
to ensure, to the extent possible,
compliance therewith, there can be no assurance that an Equinor entity, officer, director, employee, or agent is not in violation of such
sanctions and trade restrictions. Any such violation, even if minor in monetary terms, could result
 
in substantial civil and/or criminal
penalties and could materially adversely affect Equinor’s business and results of operations
 
or financial condition.
Equinor is subject to competition and antitrust laws in multiple jurisdictions, including the Norwegian
 
Competition Act, the Treaty of the
Functioning of the European Union and the Unites States’ Sherman Act, Clayton Act, HSR
 
Act and Federal Trade Commission Act.
A
violation of such laws could expose Equinor to investigations from multiple authorities and may
 
lead to criminal and/or civil liability with
substantial fines. Incidents of noncompliance with applicable competition and antitrust laws and the Equinor Code
 
of Conduct could be
damaging to Equinor’s reputation, competitive position, and shareholder value.
5.3 EU Taxonomy
 
for sustainable activities
Equinor has implemented the EU Taxonomy disclosure in accordance with EU Regulation 2020/852 and the Delegated Acts. The
regulation establishes criteria to determine whether an economic activity qualifies as environmentally
 
sustainable and specifies
quantitative economic performance indicators to disclose the degree of sustainability. The activities defined to be eligible under the EU
Taxonomy regulations are listed within the delegated acts and continue to evolve with review.
 
Net Zero
In order to achieve its ambition to become a net-zero emissions company by 2050, Equinor undertakes emission
 
reducing activities
that are supporting the continued operation of oil and gas production. While these help Equinor
 
towards its ambition, some of these
activities (notably onshore electrification of offshore assets) are not eligible per the EU Taxonomy regulations and therefore are not
visible in our eligibility scores.
 
 
DEFINITIONS
TAXONOMY
ELIGIBLE
: if the activity is described in the regulation*, irrespective
 
of whether it
complies with the technical screening criteria
TAXONOMY
ALIGNED
: if the activity contributes substantially to one or more
 
environmental
objectives, does no significant harm to any of the other
 
objectives, and is carried out in compliance
with minimum safeguards
* EU Regulation 2020/852 and the Delegated Acts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
271
Key performance indicators
2023
(in USD million)
Turnover
Capex
Opex
Aligned Eligible activity
2
102
0
Eligible & not Aligned activity
 
12
1,085
1
Non Eligible activity
106,118
12,030
1,723
Total
106,132
13,217
1,724
Aligned Eligible activity
0.0%
0.8%
0.0%
Eligible & not Aligned activity
 
0.0%
8.2%
0.1%
Non Eligible activity
100.0%
91.0%
99.9%
2022
Turnover
Capex
Opex
Aligned Eligible activity
0.0%
1.6%
0.0%
Eligible & not Aligned activity
 
0.0%
0.9%
0.0%
Non Eligible activity
100.0%
97.5%
100.0%
The increase of 6.5% in the eligible capex mandatory KPI from 2022 primarily relates to investments
 
in the solar Energy company
BeGreen, Wind Lease in California and the Renewable company Rio Energy during
 
the year.
 
Equinor’s aligned activities in 2023 included in the mandatory KPIs above primarily
 
consist of the offshore wind projects Hywind
Tampen and Empire Wind,
and an onshore solar project in Poland.
 
The investments in 2023 of BeGreen and the wind lease in California consist
 
of acquisition costs related to future project
developments which were not deemed material for alignment testing in 2023. The investment
 
in the renewable company Rio Energy
in the fourth quarter 2023 will be assessed for alignment in 2024.
 
Eligible activity in equity accounted investments
EU Taxonomy regulations exclude contributions to the KPI’s from activities in equity accounted investments. A large proportion of
Equinor’s environmentally sustainable activities are conducted through equity accounted investments
 
and therefore are not evaluated
in the mandatory key performance indicator (KPI) disclosure. To provide more holistic information of the environmentally sustainability
activities of Equinor, a voluntary disclosure including the capex KPI for eligible and aligned equity accounted investments has been
included below. These activities are conducted through both operated and non-operated joint ventures mainly outside the EU
jurisdiction.
Based on the stage of development of the projects, operational activity is limited. Therefore, turnover
 
and opex are not considered
material, and as such have not been included in the voluntary KPI for 2023. Only power
 
production from Triton, our gas to power plant
in the UK, contributed towards a 1% KPI for turnover of eligible activity.
The KPIs have been calculated on a pro rata basis corresponding to Equinor’s
 
share of capex in the joint ventures.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
272
2023
2022
 
Proportion of taxonomy - eligible economic activities in total capex including
equity accounted investments:
 
Mandatory
Capex KPI
Voluntary Capex
KPI including
equity
accounted
investments
Mandatory
Capex KPI
Voluntary Capex
KPI including
equity
accounted
investments
1)
Aligned Eligible Activity
Electricity generation from wind power
0.4 %
8.4 %
1.0 %
n/a
Electricity generation using solar photovoltaic technology
0.3 %
0.3 %
0.7 %
n/a
Underground permanent geological storage of
 
CO2
0.0 %
0.4 %
0.0 %
n/a
Transport of CO2
0.0 %
0.1 %
0.0 %
n/a
Total Aligned Eligible Activity
0.8 %
9.2 %
1.6 %
n/a
Eligible and not Aligned activity
Electricity generation from wind power
4.7 %
5.2 %
0.4 %
10.9 %
Electricity generation using solar photovoltaic technology
3.2 %
3.7 %
0.0 %
0.8 %
Underground permanent geological storage of
 
CO2
0.0 %
0.1 %
0.0 %
0.9 %
Storage of electricity
0.3 %
0.3 %
0.5 %
0.5 %
Electricity generation from fossil gaseous fuels
0.0 %
0.2 %
0.0 %
0.1 %
Total Eligible and not Aligned activity
8.2 %
9.5 %
0.9 %
13.2 %
Total
9.0 %
18.6 %
2.5 %
13.2 %
1) Voluntary KPI not split by aligned and not aligned in 2022.
 
All aligned capex from the mandatory KPI is therefore
 
presented as "Eligible
and not aligned" for the voluntary KPI.
During 2023 Equinor continued its investment into wind activity, with larger projects in equity accounted investments such as Dogger
Bank and Empire Wind being tested and recognised as aligned with the taxonomy during the
 
year.
 
The increase in total eligible activity mainly corresponds with the increase in the mandatory
 
KPI and relates to acquisitions in the year.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Additional information
Equinor 2023 Integrated Annual Report
 
273
Our eligible activities
A development portfolio
The development of the
Hywind/Tampen floating wind farm
intended to provide electricity for the
Snorre and Gullfaks offshore oil and
gas fields
1
 
is one of Equinor’s
primary wind projects.
 
Equinor is also engaged in offshore
wind projects conducted through
equity accounted investment in UK,
Germany, Poland and the US,
Dogger Bank and Empire Wind for
which Equinor has investments
included both in the mandatory KPI
and in equity accounted
investments.
Equinor has onshore renewables
solar projects in Poland, Denmark
and Brasil covering construction or
operation of electricity generation
facilities that produce electricity
using solar photovoltaic (PV).
The activity consists of storing
electricity from renewable sources to
return to the grid at a later time and
includes battery storage
development projects in the US and
UK.
 
Transportation of CO2 and
Underground permanent geological
storage of CO2
These activities consist of the
ongoing Northern Lights project and
Bayou Bend CCS LLC to be
developed in in the US.
 
Equinor are engaged in several
Hydrogen development activities
which are undergoing continued
maturation. These activities have no
significant effect on the KPIs for
2023.
 
The Triton power plant in the UK
provides electricity during periods of
low output from solar and wind from
a gas turbine (CCGT) that uses
natural gas. Work has started to
prepare the power plant to use up to
30% hydrogen from 2027, with an
ambition to eventually increase to
100% hydrogen.
 
 
Activity present in subsidiaries
Activity in equity accounted investments, and therefore only shown in the voluntary
 
disclosure
1
Electricity generation from wind power contributes directly to the environmental objectives
 
and is not a
transitional or enabling economic activity subject to the assessment of the lock-in effects, even if it would
 
provide for
continuing operation of oil and gas installations.
 
Note:
 
Double counting of the relevant amounts of turnover and expenditure across the reporting
 
has been avoided
based on the eligible economic activities included in the KPIs are independent activities.
 
 
exhibit154p274i0
Additional information
Equinor 2023 Integrated Annual Report
 
274
Alignment
Alignment testing was conducted over activities in subsidiaries and also those with equity accounted investments
 
during 2023. Testing
was conducted on projects involved in the following activities:
•
 
Electricity generation from wind power
•
 
Electricity generation from solar photovoltaic energy
•
 
Storage of electricity
•
 
Transportation of
CO
2
•
 
Underground storage of
CO
2
When assessing compliance with the Do No Significant Harm criteria the following interpretations
 
and judgments were applied:
 
• Climate change adaption - relevant climate-related hazards have been assessed based on a risk
 
assessment.
 
• Circular economy - durability and recyclability have been assessed where feasible.
 
• For DNSH criteria that reflect legal requirements under EU regulations, the technical screening
 
criteria are considered met when the operations are conducted within normal, lawful operations,
 
comply with emission permits, environmental impact assessments have been performed and necessary action
 
have been taken when
required.
• Where a detailed assessment of the minimum safeguards requirements has not been possible due to
 
the size of the entity, this is not
included in our aligned activities.
Technical screening procedures
Equinor has conducted the assessment of the technical screening criteria in accordance with
 
the Delegated act related to article 8.
For 2023 Equinor’s activity relates to activities within the climate change mitigation
 
objective.
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
275
Equinor have carried out the assessment process as followed:
 
●
 
Assessment of substantial contribution
o
 
Compliance with the technical screening criteria is tested individually for each economic activity
 
unless the criteria
allow compliance to be assessed at the level of the entire economic activity, an operating segment or the group as
a whole.
 
o
 
All tested activities disclosed met the requirements of the relevant substantial contribution criteria.
●
 
Assessment of do no significant harm (DNSH)
o
 
The purpose of the do no significant harm assessment is to prevent investment processes, which
 
would focus on a
particular environmental or social objective without sufficient consideration for the other five environmental
objectives. The assessments mainly reflect legal requirements under EU regulations.
o
 
See table below for further details.
●
 
Assessment minimum safeguards
o
 
The minimum safeguards are assessed based on Equinor’s group wide approach to
 
ensuring compliance with the
minimum safeguards. Equinor is committed to respecting human rights in all business processes.
 
To prevent
human right violations, Equinor adhere to external standards and defines its own principles and
 
policies. Equinor
minimum safeguards procedures are based on the United Nations Guiding principles on Business
 
and Human
Rights (UNGPs). Mitigating actions are initiated to respond to any identified risks.
 
o
 
For the non-operated activities the requirements have been evaluated based on the operators corporate
 
minimum
safeguards policies.
 
o
 
Compliance with the requirements have been determined by assessing the criteria against the four
 
topics:
 
◾
 
Human rights, including workers’ rights
◾
 
Bribery/Corruption
◾
 
Taxation
◾
 
Fair competition
 
o
 
For minor investments in eligible activities the minimum safeguards have been evaluated when
 
possible and
considering Equinor group policies and due diligence conducted.
 
o
 
For the non-operated activities the requirements have been evaluated based on the operators corporate
 
minimum
safeguards policies.
 
 
An economic activity contributes substantially to climate change mitigation where that activity contributes
 
substantially to
the stabilisation of greenhouse gas concentrations in the atmosphere at a level which
 
prevents dangerous anthropogenic
interference with the climate system consistent with the long-term temperature goal of the Paris
 
Agreement through the
avoidance or reduction of greenhouse gas emissions or the increase of greenhouse gas
 
removals, including through
process innovations or product innovations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
exhibit154p276i0
Additional information
Equinor 2023 Integrated Annual Report
 
276
Wind power
Solar power
Storage of electricity
Transportation of CO
2
Underground
permanent geological
storage of CO
2
Climate change adaption
For 2023, Equinor has conducted a climate risk and vulnerability
mapping of the eligible assets covering the climate-related hazards we
consider most relevant. The assessment has been conducted for the
representative Concentration Pathway (RCP) scenario’s RCP 2.6, RCP
4.5 and RCP 8.5 including 10, 30 and 50 years climate projections.
Equinor installations are designed with margins to tolerate a range of
meteorological conditions. No significant changes in the relevant risk
perils based on the scenarios for the tested assets were detected.
 
Water and marine resources
In case of construction of offshore wind, the activity must not hamper the
achievement of good environmental status in accordance with EU
regulations. Appropriate measures in accordance with the relevant
criteria and methodological standards are required to prevent or mitigate
impacts related to noise and energy.
 
Environmental impact assessments have been conducted and the
activities are conducted within normal lawful operations.
N/A
Circular economy
Availability of and, where feasible, use of equipment and components of
high durability and recyclability which are easy to dismantle and
refurbish have been assessed. Based on the requirement at the time of
investments and current feasibility the tested activities are deemed to be
aligned with the screening criteria.
 
N/A
N/A
Pollution prevention
For underground permanent storage of
CO
2,
the activity complies with
Directive 2009/21/EC.
N/A
N/A
N/A
N/A
Biodiversity
For sites/operations located in or near biodiversity sensitive areas, an
appropriate assessment, where applicable, must have been conducted
in accordance with specific EU directives and based on its conclusions
the necessary mitigation measures implemented.
 
In case of construction of offshore wind, appropriate measures in
accordance with the criteria and methodological standards set out in
accordance with specific EU directives, must be taken to prevent or
mitigate impacts related to biodiversity and seabed integrity.
Environmental impact assessments have been conducted and the
activities are conducted within normal lawful operations.
 
DNSH application for eligible activities
 
N/A Not applicable
 
/
A
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
277
Appendix 1: Reconciliation of denominators to the Consolidated financial statements
Turnover
Total turnover consists of the reported revenue for contracts with customers included in the revenue line item and presented in note 5
Segments to the Consolidated financial statements. Net income/(loss) from equity accounted investments
 
and other income (i.e. gain
on divestment of assets) are excluded from the definition of the mandatory KPI, and not part of the turnover
 
denominator. For Equinor
the KPI denominator related to turnover will be highly impacted by changes in commodity
 
prices.
The denominators are calculated based on reported IFRS Accounting Standards numbers in the Consolidated
 
financial statements.
For Equinor this has the effect that the proceeds from the sale of the Norwegian State’s (SDFI) oil production on the NCS,
 
that
Equinor markets and sells on their behalf (see note 27 Related Parties to the Consolidated
 
financial statements), that is reported on
gross basis and recognised as revenue in the income statement, will have a negative impact
 
on the reported KPI related to taxonomy-
eligible and aligned turnover. Total
 
purchases of oil and natural gas liquids from the Norwegian state amounted to USD
 
10 billion in
2023 and USD 13 billion in 2022.
Capex
Total capital expenditures consist of additions to property,
 
plant and equipment including right of use assets line item as specified in
note 12 Property, plant and equipment and additions to intangible assets as specified in note 13 Intangible assets to the Consolidated
financial statements. Additions excludes additions and subsequent changes in estimated asset retirement obligations
 
based on policy
interpretation of the delegated act. Capitalised exploration and acquisition costs of oil and gas prospects
 
related to exploration are
recognised as intangible assets, and by interpretation of the Taxonomy regulation, considered to be included the KPI denominator, as
this is a part of Equinor’s ongoing activity (see assessment below). Goodwill
 
acquired through business combinations is excluded from
the capital expenditure KPI.
(in USD million)
Note
2023
2022
Additions to PP&E, intangibles and equity accounted
 
investments
5
14,500
9,994
Less:
Additions to Equity accounted investments
15
(926)
(337)
Goodwill additions through business acquisition
13
(348)
-
Goodwill Additions
13
(9)
(36)
Capex denominator as defined by the EU Taxonomy
13,217
9,621
The definition of the capex KPI includes intangible assets in accordance with IAS 38. Acquired goodwill
 
and capitalised costs
according to the successful efforts method under IFRS 6 is out of the scope of IAS 38. The rationale for
 
excluding IFRS 6 from the
capex KPI is not clearly stated in the Taxonomy regulation. Equinor regards exploration activities as part of the ongoing core activities
and has included capitalised exploration costs in the capex denominator. The exploration costs are not covered by the EU Taxonomy
opex definition and not included in the opex KPI. Capitalised exploration expenditures do not have
 
significant effect on the reported
capex KPIs for the year-end 2023.
Opex
Total operating expenditures under the Taxonomy
 
cover direct non-capitalised costs that relate to research and development, building
renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing
of assets of property, plant and equipment that are necessary to ensure the continued and effective functioning of such assets.
 
Other direct expenditures relating to the day-to-day servicing of assets of property includes direct
 
maintenance-related expenses.
Operating expenditures consist of a subset of the operating expenditures in the income
 
statement and does not include any selling,
general and administrative expenditures, depreciation, amortisation, impairment, and exploration expenses.
Appendix 2: Reconciliation to Share of gross capex to REN and LCS
The difference between the mandatory 9% capex KPI as defined within the EU Taxonomy and the 20% REN / LCS Gross capex * is
mainly related to eligible activity in equity accounted investments which is included within the voluntary
 
EU taxonomy KPI. In addition,
additions to right-of-use asset (leasing) are excluded and additions to goodwill are included in
 
the REN / LCS Gross capex * which
differs in treatment to the EU taxonomy KPI.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
278
Appendix 3
2023 Revenue
SUBSTANTIAL CONTRIBUTION
 
CRITERIA
DOES NOT SIGNIFICANT HARM
Economic activities
Code
2023
Abso
lute
Reve
nue
USD
millio
n
2023
Proportio
n of
Revenue
%
Clim
ate
chan
ge
mitig
ation
%
Clima
te
chan
ge
adapt
ation
%
Water
and
marine
resourc
es %
Circula
r
econo
my %
Polluti
on %
 
Biodiver
sity and
ecosyst
ems %
Climat
e
change
mitigati
on
Climate
change
adaptati
on
Water
and
marine
resource
s
Circula
r
econo
my
Pollut
ion
Biodiver
sity and
ecosyste
ms
Minimu
m
safegua
rds
2022
Taxonom
y-aligned
proportio
n of
Revenue
%
Categor
y
(enablin
g
activity)
Category
(transitio
nal
activity)
A. TAXONOMY-ELIGIBLE ACTIVITIES
 
(A.1. +
A.2.)
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
Electricity generation from wind power
D35.11
0
 
0.0 %
100
%
0%
0%
0%
0%
0%
Y
Y
Y
Y
N/A
Y
Y
0%
Electricity generation using solar photovoltaic
technology
F42.22
 
(2)
0.0 %
100
%
0%
0%
0%
0%
0%
Y
Y
N/A
Y
N/A
Y
Y
0%
Storage of electricity
0
 
0.0 %
100
%
0%
0%
0%
0%
0%
Y
Y
Y
Y
N/A
Y
Y
0%
E
Revenue of environmentally sustainable activities
(Taxonomy-aligned) (A.1.)
 
(2)
0.0 %
100
%
0%
0%
0%
0%
0%
Y
Y
Y
Y
Y
Y
Y
0%
Of which enabling
 
-
 
0.0 %
0%
Of which transitional
 
-
 
0.0 %
0%
A.2. Taxonomy
 
-eligible but not environmentally
sustainable activities (not Taxonomy
 
-aligned
activities)
EL;N
/EL
EL;N/
EL
EL;N/E
L
EL;N/E
L
EL;N/E
L
EL;N/E
L
Electricity generation from wind power
D35.11
 
(11)
0.0 %
100
%
0%
0%
0%
0%
0%
0%
Electricity generation using solar photovoltaic
technology
F42.22
 
(1)
0.0 %
100
%
0%
0%
0%
0%
0%
0%
Storage of electricity
0
 
0.0 %
100
%
0%
0%
0%
0%
0%
0%
Revenue of Taxonomy-eligible
 
but not
environmentally sustainable activities (not Taxonomy-
aligned activities) (A.2)
 
(12)
0.0 %
100
%
0%
0%
0%
0%
0%
0%
B. TAXONOMY NON-ELIGIBLE
 
ACTIVITIES
Revenue of Taxonomy-non-eligible
 
activities (B)
(106,
118)
100.0 %
Total (A+B)
(106,
132)
100.0 %
 
2023 Capex
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
279
SUBSTANTIAL CONTRIBUTION
CRITERIA
DOES NOT SIGNIFICANT HARM
Economic activities
Code
2023
Absolut
e
Capex
USD
million
2023
Proportio
n of
Capex %
Climate
change
mitigati
on %
Clim
ate
chan
ge
adap
tatio
n %
Wate
r and
marin
e
resou
rces
%
Circul
ar
econ
omy
%
Pollut
ion %
 
Biodiv
ersity
and
ecosy
stems
%
Climat
e
change
mitigati
on
Climate
change
adaptat
ion
Water
and
marine
resourc
es
Circula
r
econo
my
Polluti
on
Biodiver
sity and
ecosyste
ms
Minimu
m
safegua
rds
2022
Taxonomy-
aligned
proportion of
Capex
 
%
Categor
y
(enablin
g
activity)
Category
(transitio
nal
activity)
A. TAXONOMY-ELIGIBLE ACTIVITIES
 
(A.1. +
A.2.)
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
Electricity generation from wind power
D35.11
58
 
0.4 %
100%
0%
0%
0%
0%
0%
Y
Y
Y
Y
N/A
Y
Y
1.0%
Electricity generation using solar photovoltaic
technology
F42.22
44
 
0.3 %
100%
0%
0%
0%
0%
0%
Y
Y
N/A
Y
N/A
Y
Y
0.7%
Storage of electricity
0
 
0.0 %
100%
0%
0%
0%
0%
0%
Y
Y
Y
Y
N/A
Y
Y
0%
E
Capex of environmentally sustainable activities
(Taxonomy-aligned) (A.1.)
102
 
0.8 %
100%
0%
0%
0%
0%
0%
Y
Y
Y
Y
Y
Y
Y
1.6%
Of which enabling
 
-
 
0%
0%
Of which transitional
 
-
 
0%
0%
A.2. Taxonomy
 
-eligible but not environmentally
sustainable activities (not Taxonomy
 
-aligned
activities)
EL;N/E
L
EL;N
/EL
EL;N/
EL
EL;N/
EL
EL;N/
EL
EL;N/
EL
Electricity generation from wind power
D35.11
622
 
4.7 %
100%
0%
0%
0%
0%
0%
0.4%
Electricity generation using solar photovoltaic
technology
F42.22
418
 
3.2 %
100%
0%
0%
0%
0%
0%
0.0%
Storage of electricity
45
 
0.3 %
100%
0%
0%
0%
0%
0%
0.5%
Capex of Taxonomy-eligible but not
 
environmentally
sustainable activities (not Taxonomy
 
-aligned
activities) (A.2)
1,085
 
8.2 %
100%
0%
0%
0%
0%
0%
0.9%
B. TAXONOMY NON-ELIGIBLE
 
ACTIVITIES
Capex of Taxonomy-non-eligible
 
activities (B)
12,030
 
91.0 %
Total (A+B)
13,217
 
100.0 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
280
2023 Opex
SUBSTANTIAL CONTRIBUTION
 
CRITERIA
DOES NOT SIGNIFICANT HARM
Economic activities
Code
2023
Absol
ute
Opex
USD
million
2023
Proporti
on of
Opex %
Climat
e
chang
e
mitiga
tion %
Climate
change
adaptati
on %
Water
and
marine
resourc
es %
Circular
econom
y %
Pollutio
n %
 
Biodive
rsity
and
ecosyst
ems %
Climat
e
chang
e
mitigati
on
Climate
change
adaptat
ion
Water
and
marine
resour
ces
Circul
ar
econo
my
Polluti
on
Biodive
rsity
and
ecosyst
ems
Minimu
m
safegua
rds
2022
Taxonomy-
aligned
proportion of
Opex
 
%
Categor
y
(enablin
g
activity)
Categor
y
(transiti
onal
activity)
A. TAXONOMY-ELIGIBLE ACTIVITIES
 
(A.1. +
A.2.)
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
Electricity generation from wind power
D35.11
0
 
0.0 %
100%
0%
0%
0%
0%
0%
Y
Y
Y
Y
N/A
Y
Y
0%
Electricity generation using solar photovoltaic
technology
F42.22
0
 
0.0 %
100%
0%
0%
0%
0%
0%
Y
Y
N/A
Y
N/A
Y
Y
0%
Storage of electricity
0
 
0.0 %
100%
0%
0%
0%
0%
0%
Y
Y
Y
Y
N/A
Y
Y
0%
E
Opex of environmentally sustainable activities
(Taxonomy-aligned) (A.1.)
0
 
0.0 %
100%
0%
0%
0%
0%
0%
Y
Y
Y
Y
Y
Y
Y
0%
Of which enabling
 
-
 
0.0 %
0%
Of which transitional
 
-
 
0.0 %
0%
A.2. Taxonomy
 
-eligible but not environmentally
sustainable activities (not Taxonomy
 
-aligned
activities)
EL;N/
EL
EL;N/E
L
EL;N/E
L
EL;N/E
L
EL;N/E
L
EL;N/E
L
Electricity generation from wind power
D35.11
1
 
0.1 %
100%
0%
0%
0%
0%
0%
0%
Electricity generation using solar photovoltaic
technology
F42.22
0
 
0.0 %
100%
0%
0%
0%
0%
0%
0%
Storage of electricity
0
 
0.0 %
100%
0%
0%
0%
0%
0%
0%
Opex of Taxonomy-eligible but not
 
environmentally
sustainable activities (not Taxonomy
 
-aligned
activities) (A.2)
1
 
0.0 %
100%
0%
0%
0%
0%
0%
0%
B. TAXONOMY NON-ELIGIBLE
 
ACTIVITIES
Opex of Taxonomy-non-eligible
 
activities (B)
1,723
 
99.9 %
Total (A+B)
1,724
 
100%
 
Additional information
Equinor 2023 Integrated Annual Report
 
281
5.4 Additional sustainability information
About the sustainability elements of the report
Reporting standards
 
This report has been prepared in accordance with the Global Reporting Initiative (GRI) Universal Standards (2021) and GRI
11: Oil and Gas Sector 2021. The report should be read in conjunction with the GRI index available at equinor.com,
 
to get an
overview of the full extent of the report. We view this report to be our Communication on Progress to the UN Global Compact
(advanced reporting level). We also use reporting guidance from Ipieca, the global oil and gas industry association for
advancing environmental and social performance across the energy transition, and recommendations from the Task Force on
Climate-related Financial Disclosures. This year’s report has also been informed by the European Sustainability Reporting
Standard as a first step towards compliance with the Corporate Sustainability Reporting Directive.
Assurance
 
We recognise that the quality of our reported sustainability data can be affected by inherent limitations in accuracy in raw data,
calculation and estimation procedures including assumptions for such purposes, and in manual transfer of data. We strive to
achieve data quality in line with expectations set out in GRI 1 Foundation 2021 and continue our work to improve internal
reporting and control processes in line with the COSO framework for internal control. These processes are laid out in our
internal performance framework. Examples of our internal assurance mechanisms are independent internal audits and
verifications, quarterly reviews of the data at business area and corporate level, and an annual process where all reported
sustainability data are reviewed by named individuals and their relevant leaders confirm, in documented form, that quality
assurance has been performed. This report has been externally assured by EY,
 
with reasonable level of assurance for
selected climate, environment and safety indicators, and a limited level of assurance for the rest of the report, excluding
forward looking information and field-specific reporting. The independent assurance statement, as listed in appendix,
concludes that the report is presented in all material respects, in accordance with the GRI Standards.
Reporting boundaries
 
Defining consistent boundaries for sustainability reporting is challenging due to the complexity of ownership and operational
arrangements, such as joint operating agreements. We strive to be consistent and transparent about variations in boundaries
and provide a complete report in line with industry practice.
 
●
 
Environmental data is, unless otherwise stated, reported on a 100% basis for our operated assets, facilities and
vessels, including subsidiaries and operations where we are the technical service provider, for contracted drilling
rigs and flotels (“operational control basis”), and for service operations vessels (SOV) and crew transfer vessels
(CTV) during operations in REN.
 
●
 
Scope 1 CO2 emissions and upstream CO2 intensity are reported both on an operational control basis and on
equity basis (financial ownership interest).
 
●
 
Scope 3 greenhouse gas emissions are reported on the basis of equity (products sold). Maritime emissions are
reported from maritime vessels under Equinor contract, including project and supply vessels, drilling rigs, and
tankers transporting both Equinor and third-party volumes.
 
●
 
Scope 3 emissions related to business travel is for Equinor employees only.
 
●
 
Health and safety incident data is reported for our operated assets, facilities and vessels, including subsidiaries
and operations where we are the technical service provider. These include contracted drilling rigs, flotels, vessels,
projects and modifications, and transportation of personnel and products, using a risk-based approach.
 
●
 
Economic and energy production data are reported on an equity basis, unless otherwise stated.
 
●
 
Workforce data covers employees in our direct employment. Temporary
 
employees are not included.
 
●
 
Human rights data is collected from operated and non-operated assets including from our supply chain.
 
Operations acquired or disposed of during the year are included for the period in which we owned them, unless otherwise
stated. Entities that we do not control, but have significant influence over, are included in the form of disclosures of
management approach. The report does not include data from equity interest fields/projects, such as joint ventures, where we
are not operator. Exceptions are for climate data or where specified.
 
Restatements
 
Historic numbers are sometimes adjusted due to for example changes in reporting principles, changes of calculation factors
used by authorities, or re-classification of incidents after investigations. We restate historic numbers and explain the changes if
the adjustment represents a change of minimum 5% for indicators with reasonable level of assurance, and 10% for indicators
with limited level of assurance.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
282
Task
 
Force on Climate-related Financial Disclosures (TCFD) reference index 2023
 
Equinor aligns its climate-related disclosures with the recommendations of the Task Force on Climate-related Financial Disclosures.
Relevant context and disclosures for each of the TCFD recommendations can be found at
 
several places in the following disclosure
products:
●
Equinor’s 2023 Integrated Annual Report (IR)
●
Sustainability performance data (datahub on Equinor.com) (SPD)
●
The Board statement on corporate governance (BSCG)
●
Equinor’s 2023 CDP response (CDP)
TCFD recommendation
Reference to Equinor disclosure products
Governance – Disclose the organisation’s governance around climate-related risks and opportunities
a) Describe the board’s oversight of
climate-related risks and opportunities.
●
IR 1.9 – Governance and risk management
●
IR 2.2 – Sustainability performance, Low carbon, Net-zero pathway
●
BSCG – Section 9 (The work of the board of directors) and section 10 (Risk
management and internal control)
●
CDP C1 - Governance
b) Describe management’s role in
assessing and managing climate-related
risks and opportunities.
●
IR 1.9 – Governance and risk management
●
IR 2.2 – Sustainability performance, Low carbon, Net-zero pathway
●
CDP C1 – Governance
●
CDP C2 – Risks and opportunities
Strategy – Disclose the actual and potential impacts of climate-related risks and opportunities on the
 
organisation’s
businesses, strategy, and financial planning where such information is material
a) Describe the climate-related risks and
opportunities the organisation has
identified over the short, medium, and
long term.
●
IR 1.9 – Governance and risk management
●
IR 2.2 – Sustainability performance, Low carbon, Net-zero pathway
●
IR 5.2 – Risk factors
●
CDP C2 – Risks and opportunities
b) Describe the impact of climate-related
risks and opportunities on the
organisation’s businesses, strategy, and
financial planning.
●
IR 1.5 – Our strategy
●
IR 1.6 – Progress on our Energy transition plan in 2023
●
IR 2.0 – Our 2023 performance
●
IR 2.2 – Profitable portfolio, Climate scenario testing
●
IR 2.2 – Profitable portfolio, Physical climate risk
●
IR 2.2 – Sustainability performance, Low carbon, Net-zero pathway
●
IR 3.4 – Marketing, midstream and processing (MMP), including low carbon
solutions
●
IR 3.5 – Renewables
 
●
IR 4.1 Consolidated financial statements of the Equinor group – Notes to the
Consolidated financial statements – Note 3: Climate change and energy
transition and Note 14:
 
Impairments,
 
●
CDP C2 – Risks and opportunities
●
CDP C3 – Business strategy
 
c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
●
IR 1.5 – Our strategy
●
IR 1.6 – Progress on our Energy transition plan in 2023
●
IR 2.2 – Sustainability performance, Profitable portfolio, Climate scenario
testing
●
IR 2.2 – Sustainability performance, Profitable portfolio, Physical climate risk
●
IR 4.1 Consolidated financial statements of the Equinor group – Notes to the
Consolidated financial statements – Note 3: Climate change and energy
transition and Note 14:
 
Impairments,
CDP C3 – Business strategy
 
Risk management – Disclose how the organisation identifies, assesses, and manages climate-related risks
a) Describe the organisation’s
processes for identifying and assessing
climate-related risks.
●
IR 1.9 – Governance and risk management
●
IR 2.2 – Sustainability performance, Profitable portfolio, Climate scenario testing
●
IR 2.2 – Sustainability performance, Profitable portfolio, Physical climate risk
●
CDP C2 – Risks and opportunities
b) Describe the organisation’s
processes for managing climate-related
●
IR 1.9 – Governance and risk management
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
283
risks
●
IR 2.2 – Sustainability performance, Profitable portfolio, Climate scenario
testing
●
IR 2.2 – Sustainability performance, Profitable portfolio, Physical climate risk
●
IR 2.2 – Sustainability performance, Net-zero pathway
●
CDP C2 – Risks and opportunities
c) Describe how processes for
identifying, assessing, and managing
climate-related risks are integrated into
the organisation’s overall risk
management.
●
IR 1.9 – Governance and risk management
●
IR 2.2 – Sustainability performance, Net-zero pathway
●
CDP C2 – Risks and opportunities
Metrics and targets – Disclose the metrics and targets used to assess and manage relevant
 
climate-related risks and
opportunities where such information is material
a) Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process.
●
IR 1.6 – Progress on our Energy transition plan in 2023
●
IR 2.2 – Sustainability performance, Performance 2023, Material topics and 2023
performance
●
IR 2.2 – Sustainability performance, Profitable portfolio, Climate scenario testing
●
IR 2.2 – Sustainability performance, Profitable portfolio, Physical climate risk
●
IR 2.2 – Sustainability performance, Net-zero pathway
●
CDP C4 – Targets and performance
●
SPD Climate
b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks.
●
IR 1.6 – Progress on our Energy transition plan in 2023
●
IR 2.2 – Sustainability performance, Performance 2023, Material topics and
2023 performance
●
IR 2.2 – Sustainability performance, Net-zero pathway
●
CDP C4 – Targets and performance
●
SPD Climate
c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets.
●
IR 1.6 – Progress on our Energy transition plan in 2023
●
IR 2.2 – Sustainability performance, Performance 2023, Material topics and
2023 performance
●
IR 2.2 – Sustainability performance, Net-zero pathway
●
CDP C4 – Targets and performance
●
SPD Climate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
284
Overview of climate
 
ambitions
Ambition
year
Ambitions
Boundary
Scope
Baseline year
2025
Upstream CO2 intensity 7kg CO2/boe
Operational control 100%, upstream
Scope 1 CO2
NA
>30% share of annual gross
 
capex* to renewables and low
carbon solutions
Equinor gross capex*
NA
NA
2030
Net 50% emission reduction
1)
Operational control 100%
Scope 1 and 2 CO2 and CH
4
2015
>50% share of annual gross capex* to
 
renewables and low
carbon solutions
Equinor gross capex*
NA
NA
Reduce net carbon intensity by 20%
2)
Scope 1 and 2 GHG emissions
 
(100% operator basis). Scope 3
GHG emissions from use of sold
 
products (equity production),
net of negative emissions. Energy production (equity)
Scope 1, 2 and 3 CO2 and CH
4
2019
Renewable energy
 
capacity 12-16 GW
Equity basis
Installed capacity (GW)
NA
Upstream CO2 intensity ~6kg CO2/boe
Operational control 100%, upstream
Scope 1 CO2
NA
Reduce absolute
 
emissions in
 
Norway
by 50%
Operational control 100% Norway
Scope 1 and 2 CO2 and CH
4
2005
5-10 million
 
tonnes CO2 transport
 
and
storage capacity
 
per year
Equity basis
NA
NA
Eliminate routine flaring
Operational control 100%
Flared hydrocarbons
NA
Keep methane emission intensity near zero
Operational control 100%
CH
4
2016
Reduce maritime emissions by 50% in Norway
Scope 1 GHG emissions from drilling rigs
 
and floatels. Scope 3
GHG emissions from all vessel
 
contracted by Equinor.
Scope 1 and 3 CO2 and CH
4
2005
2035
30-50 million tonnes CO2 transport and storage capacity per
year
Equity basis
NA
NA
3-5 major industrial clusters for clean hydrogen projects
NA
NA
NA
Reduce net carbon intensity by 40%
2)
Scope 1 and 2 GHG emissions
 
(100% operator basis). Scope 3
GHG emissions from use of sold
 
products (equity production),
net of negative emissions. Energy production (equity)
Scope 1, 2 and 3 CO2 and CH
4
2019
2040
Reduce absolute emissions in Norway by 70%
Operational control 100%,
 
Norway
Scope 1 and 2 CO2 and CH
4
2005
2050
Net-zero emissions and 100% net
 
carbon intensity reduction
2)
Scope 1 and 2 GHG emissions
 
(100% operator basis).
Scope 3 GHG emissions from use of
 
sold products
(equity production), net of negative emissions. Energy
production (equity)
Scope 1, 2 and 3 CO2 and CH
4
2019
Reduce absolute emissions in Norway to near zero
Operational control 100%
 
Norway
Scope 1 and 2 CO2 and CH
4
2005
Reduce maritime emissions by 50% globally
Scope 1 GHG emissions from drilling rigs
 
and floatels. Scope 3
GHG emissions from all vessel
 
contracted by Equinor
Scope 1 and 3 CO2 and CH
4
2008
 
exhibit154p285i1 exhibit154p285i0
Additional information
Equinor 2023 Integrated Annual Report
 
285
90% of these reductions to be met by absolute reductions
For more details, please see the Net-GHG emissions and net carbon intensity methodology note
 
on equinor.com.
 
Additional information
Equinor 2023 Integrated Annual Report
 
286
5.5 Statements on this report incl. independent auditor reports
Statement on compliance
Today,
 
the board of directors and the chief executive officer reviewed the 2023 Integrated Annual Report,
 
which includes the board of
directors' report, the Equinor ASA Consolidated and parent company annual financial statements
 
as of 31 December 2023, and the
corporate social responsibility statement. The parts of the 2023 Integrated Annual Report that
 
constitute the board of directors’ report
are indicated under About the Report in the Introduction.
Pursuant to the Norwegian Securities Trading Act section 5-5 with pertaining regulations we confirm to the best of our
 
knowledge that:
●
 
the Equinor Consolidated annual financial statements for 2023 have been prepared in accordance
 
with IFRS Accounting
Standards as adopted by the European Union (EU), IFRS Accounting Standards as issued
 
by the International Accounting
Standards Board (IASB) and additional Norwegian disclosure requirements in the Norwegian
 
Accounting Act, and that
●
 
the parent company financial statements for Equinor ASA for 2023 have been prepared in accordance
 
with simplified application
of international accounting standards according to the Norwegian Accounting Act §3-9 and regulations
 
regarding simplified
application of international accounting standards issued by the Norwegian Ministry of Finance,
 
and that
●
 
the information presented in the financial statements gives a true and fair view of the company's
 
and the group's assets, liabilities,
financial position and results, and that
●
 
the board of directors' report gives a true and fair view of the development, performance, financial
 
position, principal risks and
uncertainties of the company and the group.
Additionally, and pursuant to the Norwegian Securities Trading Act section 5-5 (a) we confirm to the best of our knowledge that the
report Payment to governments, as referred to in the Integrated Annual Report, has been
 
prepared in accordance with the
requirements in the Norwegian Accounting Act section 3-3 d and Norwegian Securities
 
Trading Act Section 5-5a with pertaining
regulations.
 
 
12 March 2024
THE BOARD OF DIRECTORS OF
 
EQUINOR ASA
/s/ JON ERIK REINHARDSEN
CHAIR
/s/ ANNE DRINKWATER
DEPUTY CHAIR
/s/ REBEKKA GLASSER HERLOFSEN
/s/ JONATHAN LEWIS
/s/ FINN BJØRN RUYTER
/s/ TOVE ANDERSEN
/s/ HAAKON BRUUN-HANSSEN
/s/ STIG LÆGREID
/s/ PER MARTIN LABRÅTEN
/s/ HILDE MØLLERSTAD
/s/ ANDERS OPEDAL
 
PRESIDENT
 
AND CEO
 
Additional information
Equinor 2023 Integrated Annual Report
 
287
Recommendation of the corporate assembly
Resolution:
At the meeting on March 20, 2024, the corporate assembly discussed the consolidated
 
annual accounts for Equinor ASA and its
subsidiaries, the annual accounts for the parent company Equinor ASA, as well as the
 
board's proposal for the allocation of net
income in Equinor ASA.
 
The corporate assembly recommends that the consolidated annual accounts, the annual accounts for the
 
parent company Equinor
ASA, and the allocation of net income proposed by the board of directors are approved.
Oslo, 20 March 2024
/s/ JARLE ROTH
Chair of the corporate assembly
Corporate assembly
Jarle Roth
Nils Bastiansen
Finn Kinserdal
Kari Skeidsvoll Moe
Kjerstin Fyllingen
Kjerstin R. Braathen
Mari Rege
Trond Straume
Martin Wien Fjell
Merete Hverven
Helge Aasen
Liv B. Ulriksen
Peter B. Sabel
Trine Hansen Stavland
Ingvild Berg Martiniussen
Berit Søgnen Sandven
Frank I. Gundersen
Per Helge Ødegård
 
Additional information
Equinor 2023 Integrated Annual Report
 
288
Independent auditor reports
The report set out below is provided in accordance with law, regulations, and auditing standards and practices generally accepted in
Norway, including International Standards on Auditing (ISAs). Ernst & Young AS (PCAOB ID: 1572) has also issued reports in
accordance with standards of the Public Company Accounting Oversight Board (PCAOB)
 
in the US, which include opinions on the
Consolidated financial statements of Equinor ASA and on the effectiveness of internal control over
 
financial reporting as at 31
December 2023. Those reports are set out on in the 2023 Form 20-
F.
To the Annual Shareholders' Meeting of Equinor ASA
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Equinor ASA (the Company) which comprise the financial
 
statements of the Company
and the consolidated financial statements of the Company and its subsidiaries (the Group). The
 
financial statements of the Company
comprise the balance sheet as at 31 December 2023 and the income statement, statement of
 
comprehensive income, statement of
cash flows and statement of changes in equity for the year then ended and notes to the
 
financial statements, including a summary of
significant accounting policies. The consolidated financial statements of the Group comprise the
 
balance sheet as at 31 December
2023, the income statement, statement of comprehensive income, statement of cash flows and statement
 
of changes in equity for the
year then ended and notes to the financial statements, including material accounting policy information.
In our opinion
●
 
the financial statements comply with applicable legal requirements,
●
 
the financial statements give a true and fair view of the financial position of the Company as at
 
31 December 2023 and its
financial performance and cash flows for the year then ended in accordance with simplified application
 
of international
accounting standards according to section 3-9 of the Norwegian Accounting Act,
●
 
the consolidated financial statements give a true and fair view of the financial position of the Group
 
as at 31 December 2023
and its financial performance and cash flows for the year then ended in accordance with
 
IFRS Accounting Standards as
adopted by the EU.
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
 
standards are
further described in the Auditor’s responsibilities for the audit of the financial
 
statements section of our report. We are independent of
the Company and the Group in accordance with the requirements of the relevant laws and regulations
 
in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
 
(including International
Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities
 
in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
 
our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1
have been provided.
We have been the auditor of the Company for 5 years from the election by the general meeting of the
 
shareholders on 15 May 2019
for the accounting year 2019.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most
 
significance in our audit of the financial
statements for 2023. These matters were addressed in the context of our audit of the financial statements
 
as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. For
 
each matter below, our description of how our
audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
 
financial statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the financial statements. The results of our audit
 
procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the financial statements.
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
289
Impact of climate change and energy transition on the financial statements
Basis for the key audit matter
As described in Note 3 to the Consolidated Financial Statements, the
effects of the initiatives to limit climate change and the potential
impact of the energy transition are relevant to some of the economic
assumptions in the Company’s estimation of future cash flows.
Climate considerations are included directly in the impairment
assessments by estimating the carbon costs in the cash flows, and
indirectly as the expected effects of the climate change are included
in the estimated commodity prices. As also described in Note 3,
commodity price assumptions applied in value-in-use impairment
testing are based on management’s best estimate, which differs from
the price-set required to achieve the goals of the Paris Agreement as
described in the International Energy Agency (IEA) World Energy
Outlook’s Announced Pledges Scenario, or the Net Zero Emissions
by 2050 Scenario.
The impact of the energy transition and potential restrictions by
regulators, market and strategic considerations may also have an
effect on the estimated production profiles and the economic lifetime
of the Company’s assets and projects. In addition, if the Company’s
business cases for the oil and gas producing assets in the future
should change materially due to governmental initiatives to limit
climate change, it could affect the timing of cessation of the assets
and the asset retirement obligations (ARO).
Auditing management’s estimate of the impact of climate change and
energy transition on the financial statements is complex and involves
a high degree of judgement. Significant assumptions used in such
estimate are commodity prices and carbon costs.
We consider the impact of climate change and energy transition on
the financial statements to be a key audit matter given the
significance of this matter and the complexity and uncertainty in the
estimates and assumptions used by management.
Our audit response
 
We obtained an understanding of the Company’s process for
evaluating the impact of climate change and energy transition
on the financial statements. This included testing controls over
management’s review of the significant assumptions
commodity prices and carbon costs.
With the involvement of climate change and sustainability
specialists, we evaluated management’s assessment of the
impact of climate change and energy transition on the financial
statements. Our audit procedures among other comprised the
following:
●
 
We evaluated management’s methodology to factor
climate-related matters into their determination of
future commodity price assumptions and compared
those with external benchmarks
●
 
We evaluated management’s methodology to
determine future carbon costs and compared those
with the current legislation in place in the relevant
jurisdictions and the jurisdictions’ announced pledges
regarding escalation of carbon costs
●
 
We evaluated management’s sensitivity analyses over
its future commodity prices and carbon cost
assumptions by taking into consideration, among
other sources, the Net Zero Emissions by 2050
Scenario and Announced Pledges Scenario estimated
by the International Energy Agency (IEA)
●
 
We evaluated management’s sensitivity analyses over
the effect of performing removal five years earlier than
currently scheduled due to potential governmental
initiatives to limit climate change
●
 
We have also evaluated management’s disclosures
related to the consequences of initiatives to limit
climate change, including the effects of the
Company’s climate change strategy on the
Consolidated Financial Statements and the energy
transition’s effects on estimation uncertainty,
discussed in more detail in Notes 3, 14 and 23
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
290
Recoverable amounts of production plants and oil and gas assets including assets under
 
development
Basis for the key audit matter
As of 31 December 2023, the Company has recognised
production plants and oil and gas assets, including assets under
development, of USD 39,585 million and USD 13,980 million,
respectively, within Property,
 
plant and equipment. Refer to Note
14 to the Consolidated Financial Statements for the related
disclosures. As described in Note 14, determining the recoverable
amount of an asset involves an estimate of future cash flows,
which is dependent upon management’s best estimate of the
economic conditions that will exist over the asset’s useful life. The
asset’s operational performance and external factors have a
significant impact on the estimated future cash flows and
therefore, the recoverable amount of the asset.
Auditing management’s estimate of the recoverable amount of
production plants and oil and gas assets is complex and involves
a high degree of judgement. Significant assumptions used in
forecasting future cash flows are future commodity prices,
currency exchange rates, expected reserves, capital
expenditures, and the discount rate.
These significant assumptions are forward-looking and can be
affected by future economic and market conditions, including
matters related to climate change and energy transition. For more
detail, please refer to the key audit matter related to the Impact of
climate change and energy transition on the financial statements.
Additionally, the treatment of tax in the estimation of the
recoverable amount is challenging, as the Company is subject to
different tax structures that are inherently complex, particularly in
Norway.
We consider the determination of the recoverable amounts of
production plants and oil and gas assets including assets under
development to be a key audit matter given the significance of the
accounts on the balance sheet and the complexity and uncertainty
of the estimates and assumptions used by management in the
cash flow models.
Our audit response
We obtained an understanding, evaluated the design, and tested
the operating effectiveness of controls over the Company’s process
for evaluating the recoverability of production plants and oil and gas
assets including assets under development. This included testing
controls over management’s review of assumptions and inputs to
the assessments of impairment and impairment reversals.
Our audit procedures performed over the significant assumptions
and inputs included, among others, evaluation of the methods and
models used in the calculation of the recoverable amount. We also
evaluated the relevant tax effects based on the local legislation of
the relevant jurisdictions, particularly in Norway, and tested the
clerical accuracy of the models through independently recalculating
the value in use. We involved valuation specialists to assist us with
these procedures. In addition, we compared projected capital
expenditures to approved operator budgets or management
forecasts. For those assets previously impaired, we compared
actual results to the forecasts used in historical impairment
analyses. We also compared expected reserve volumes with
internal production forecasts and external evaluations of expected
reserves and we compared the historical production with
management’s previous production forecasts, with the involvement
of our reserves specialists.
To test price assumptions, we evaluated management’s
methodology to determine future commodity prices and compared
such assumptions to external benchmarks, among other
procedures. We involved valuation specialists to assist in
evaluating the reasonableness of the Company’s assessment of
currency exchange rates and the discount rate, by assessing the
Company’s methodologies and key assumptions used to calculate
the rates and by comparing those rates with external information.
We also evaluated management’s methodology to factor climate-
related matters into their determination of future commodity prices
and carbon cost assumptions. For more detail, please refer to the
key audit matter related to the Impact of climate change and energy
transition on the financial statements.
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
291
Estimation of the asset retirement obligation
Basis for the key audit matter
As of 31 December 2023, the Company has recognised a
provision for decommissioning and removal activities of USD
12,360 million classified within Provisions and other liabilities.
Refer to Note 23 to the Consolidated Financial Statements for the
related disclosures. As described in Note 23, the appropriate
estimates for such obligations are based on historical knowledge
combined with knowledge of ongoing technological developments,
expectations about future regulatory and technological
development and involve the application of judgement and an
inherent risk of significant adjustments. The estimated costs of
decommissioning and removal activities require revisions due to
changes in current regulations and technology while considering
relevant risks and uncertainties.
Auditing management’s estimate of the decommissioning and
removal of offshore installations at the end of the production
period is complex and involves a high degree of judgement.
Determining the provision for such obligations involves application
of considerable judgement related to the assumptions used in the
estimate, the inherent complexity and uncertainty in estimating
future costs, and the limited historical experience against which to
benchmark estimates of future costs. Significant assumptions
used in the estimate are the discount rates and the expected
future costs, which include the underlying assumptions norms and
rates, and time required to decommission and can vary
considerably depending on the expected removal complexity.
These significant assumptions are forward-looking and can be
affected by future economic and market conditions, including
matters related to climate change and energy transition. For more
detail, please refer to the key audit matter related to the Impact of
climate change and energy transition on the financial statements.
We consider the estimation of the asset retirement obligations to
be a key audit matter given the significance of the accounts on the
balance sheet and the complexity and uncertainty of the
assumptions used in the estimate.
Our audit response
We obtained an understanding, evaluated the design, and tested
the operating effectiveness of controls over the Company’s
process to calculate the present value of the estimated future
decommissioning and removal expenditures determined in
accordance with local conditions and requirements. This included
testing controls over management’s review of assumptions
described above, used in the calculation of the ARO.
To test management’s estimation of the provision for
decommissioning and removal activities, our audit procedures
included, among others, evaluating the completeness of the
provision by comparing significant additions to property, plant and
equipment to management’s assessment of new ARO obligations
recognized in the period.
To assess the expected future costs, among other procedures, we
compared day rates for rigs, marine operations and heavy lift
vessels to external market data or existing contracts. For time
required to decommission, we compared the assumptions against
historical data. We compared discount rates to external market
data. With the support of our valuation specialists, we evaluated
the methodology and models used by management to estimate the
ARO and performed a sensitivity analysis on the significant
assumptions. In addition, we recalculated the formulas in the
models.
We also evaluated management’s methodology to factor climate-
related matters into their determination of the timing of cessation
of the assets and the asset retirement obligations. For more detail,
please refer to the key audit matter related to the Impact of climate
change and energy transition on the financial statements.
 
Additional information
Equinor 2023 Integrated Annual Report
 
292
Other information
Other information consists of the information included in the annual report other than the financial
 
statements and our auditor’s report
thereon. Management (the board of directors and Chief Executive Officer) is responsible for the other information.
 
Our opinion on the
financial statements does not cover the other information, and we do not express any form
 
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
 
information, and, in doing so, consider
whether the board of directors’ report, the statement on corporate governance, the statement on corporate
 
social responsibility and
the report on payments to government contain the information required by applicable legal requirements
 
and whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the
 
audit, or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that the other
 
information is materially inconsistent with
the financial statements, there is a material misstatement in this other information or that
 
the information required by applicable legal
requirements is not included in the board of directors’ report, the statement on corporate governance,
 
the statement on corporate
social responsibility or the report on payments to government, we are required to report that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement on corporate
 
governance, the
statement on corporate social responsibility and the report on payments to governments
 
are consistent with the financial statements
and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation of the financial statements of the Company that
 
give a true and fair view in accordance
with simplified application of international accounting standards according to section 3-9 of the Norwegian Accounting Act,
 
and for the
preparation of the consolidated financial statements of the Group that give a true and fair
 
view in accordance with IFRS Accounting
Standards as adopted by the EU. Management is responsible for such internal control as management
 
determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether
 
due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s
 
and the Group’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using
 
the going concern basis of accounting unless
management either intends to liquidate the Company or the Group, or to cease operations,
 
or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
 
as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
 
assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with
 
ISAs will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
 
aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial
 
statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
 
professional scepticism throughout the
audit. We also:
●
 
Identify and assess the risks of material misstatement of the financial statements, whether due
 
to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
 
provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
 
is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
●
 
Obtain an understanding of internal control relevant to the audit in order to design audit
 
procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s
internal control.
●
 
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
 
estimates and related
disclosures made by management.
●
 
Conclude on the appropriateness of management’s use of the going concern basis of accounting
 
and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may
 
cast significant doubt on
the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in
 
the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
 
up to the date
of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue
 
as
a going concern.
●
 
Evaluate the overall presentation, structure and content of the financial statements, including the
 
disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves
 
fair presentation.
●
 
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
 
within the
Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
 
supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
 
Additional information
Equinor 2023 Integrated Annual Report
 
293
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the
 
audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our
 
audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements
 
regarding
independence, and to communicate with them all relationships and other matters that
 
may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that
 
were of most significance in the audit of
the financial statements of the current period and are therefore the key audit matters. We describe
 
these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely
 
rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences
 
of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Equinor ASA we have performed
 
an assurance engagement to obtain reasonable
assurance about whether the financial statements included in the annual report, with the
 
file name eqnr20231231NO.zip, have been
prepared, in all material respects, in compliance with the requirements of the Commission Delegated
 
Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian
 
Securities Trading
Act, which includes requirements related to the preparation of the annual report in XHTML
 
format and iXBRL tagging of the
consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
 
material respects, in compliance with
the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of the annual report in compliance with
 
the ESEF Regulation. This responsibility
comprises an adequate process and such internal control as management determines is necessary.
Auditor’s responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects, the financial
statements included in the annual report have been prepared in accordance with the ESEF Regulation.
 
We conduct our work in
accordance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance
 
engagements other than audits or
reviews of historical financial information”. The standard requires us to plan and perform procedures
 
to obtain reasonable assurance
about whether the financial statements included in the annual report have been prepared in accordance
 
with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the company’s processes for preparing
 
the financial
statements in accordance with the ESEF Regulation. We test whether the financial statements
 
are presented in XHTML-format. We
evaluate the completeness and accuracy of the iXBRL tagging of the consolidated financial statements
 
and assess management’s
use of judgement. Our procedures include reconciliation of the iXBRL tagged data with the audited
 
financial statements in human-
readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Stavanger, 12 March 2024
ERNST & YOUNG AS
Tor
 
Inge Skjellevik
State Authorised Public Accountant (Norway)
(This translation from Norwegian has been prepared for information purposes only.)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
294
Independent accountant’s assurance report
To the Annual Shareholders' Meeting of Equinor ASA
Scope
We have been engaged by Equinor ASA (the “Company”)
 
to perform an assurance engagement, that will
 
give
●
 
Limited assurance, as defined by International
 
Standards on Assurance Engagements, to report on
 
Equinor ASA ’s sustainability
reporting as defined and specified in the Equinor
 
ASA’s GRI Index (see the document GRI Index 2023 on
https://www.equinor.com/sustainability/reporting) (the “Subject Matter for limited assurance”) as
 
for the year ended 31 December
2023.
●
 
Reasonable assurance, as defined by International
 
Standards on Assurance Engagements, to report on
 
Equinor ASA’s
sustainability reporting as defined and specified
 
in Table 1, which Equinor ASA has defined in the Company's GRI index (see
 
the
document GRI Index 2023 on https://www.equinor.com/sustainability/reporting) (the “Subject
 
Matter for reasonable assurance”) as
for the year ended 31 December 2023.
 
Table 1: Disclosure description and boundary as defined in the GRI index
Disclosure description:
Boundary:
Renewable energy production
Equity basis
Renewable installed capacity
Equity basis
Scope 1 GHG emissions
Operational control
CO
2
 
emissions (Scope 1)
Operational control
CH
4
 
emissions
Operational control
Scope 2 GHG emissions (location based)
Operational control
Scope 2 GHG emissions (market based)
Operational control
Number of oil spills
 
Operational control
Volume of oil spills
Operational control
Oil and gas leakages with a leakage rate
 
of 0.1kg per second or more
[performance indicator]
Operational control
GRI 403-9 (This includes reporting on the performance
 
indicators
“Total serious incident frequency (SIF) [performance indicator]”,
“Actual SIF”, Total recordable injury frequency (TRIF) [performance
indicator]”, “Employee TRIF”, “Contractor TRIF”, “Total fatalities”,
“Employees’ fatalities”, “Contractors’ fatalities”)
Operational control
We did not perform assurance procedures over section “Portfolio
 
robustness” in the Equinor 2023 Integrated
 
Annual Report, or on Equinor’s
reporting on Greenhouse gas (“GHG”) emissions
 
at individual field level presented in Equinor
 
Sustainability Data hub, or on Equinor’s
reporting on “New projects with net positive impact plans
 
(NPI)”.
 
Furthermore, we did not perform assurance procedures
 
on the historical information presented for 2018
 
referred to by Equinor ASA in the
Equinor 2023 Integrated Annual Report.
Other than as described in the first paragraph,
 
which sets out the scope of our engagement,
 
we did not perform assurance procedures on the
remaining information included in the Equinor 2023
 
Integrated Annual report, and accordingly, we do not express an opinion
 
on this
information.
 
Criteria applied by Equinor ASA
In preparing the Subject Matter for limited assurance
 
and the Subject Matter for reasonable assurance
 
(the ”Subject Matters”), Equinor ASA
applied the relevant criteria from the Global Reporting
 
Initiative (GRI) sustainability reporting standards
 
as well as own defined criteria (the
“Criteria”). The Criteria can be accessed at globalreporting.org
 
and in Equinor’s GRI-index and are available
 
to the public. Such Criteria were
 
Additional information
Equinor 2023 Integrated Annual Report
 
295
specifically designed for companies and other
 
organizations that want to report their sustainability
 
impacts in a consistent and credible way. As
a result, the information may not be suitable
 
for another purpose.
 
Equinor ASA’s responsibilities
The Board of Directors and management are responsible
 
for selecting the Criteria, and for presenting
 
the Subject Matters in accordance with
the Criteria, in all material respects. This responsibility
 
includes establishing and maintaining internal
 
controls, maintaining adequate records
and making estimates that are relevant to the preparation
 
of the Subject Matters, such that they are
 
free from material misstatement, whether
due to fraud or error.
EY’s responsibilities – limited assurance engagement
Our responsibility is to express a conclusion on
 
the presentation of the Subject Matter for limited
 
assurance based on the evidence we have
obtained.
 
We conducted our engagement in accordance with the
 
International Standard for Assurance
Engagements Other Than Audits or Reviews of
Historical Financial Information (‘ISAE 3000 (Revised)’)
. This standard requires that we plan and
 
perform our engagement to obtain limited
assurance about whether, in all material respects, the Subject Matter
 
for limited assurance is presented in accordance
 
with the Criteria, and to
issue a report. The nature, timing, and extent
 
of the procedures selected depend on our
 
judgment, including an assessment of the risk
 
of
material misstatement, whether due to fraud or error.
 
We believe that the evidence obtained is sufficient and appropriate
 
to provide a basis for our limited assurance
 
conclusions.
EY’s responsibilities – reasonable assurance engagement
Our responsibility is to express an opinion on the
 
presentation of the Subject Matter for reasonable
 
assurance based on the evidence we have
obtained.
 
We conducted our engagement in accordance with the
 
International Standard for Assurance
Engagements Other Than Audits or Reviews of
Historical Financial Information (‘ISAE 3000 (Revised)’)
. This standard requires that we plan and
 
perform our engagement to obtain
reasonable assurance about whether, in all material respects, the Subject
 
Matter for reasonable assurance is presented in
 
accordance with
the Criteria, and to issue a report. The nature,
 
timing, and extent of the procedures selected depend
 
on our judgment, including an
assessment of the risk of material misstatement, whether
 
due to fraud or error.
 
We believe that the evidence obtained is sufficient and appropriate
 
to provide a basis for our reasonable assurance
 
opinion.
Our Independence and quality control
We are independent of the Company and the Group
 
in accordance with the requirements of the relevant
 
laws and regulations in Norway and
the
International Ethics Standards Board for Accountants’
 
International Code of Ethics for Professional
 
Accountants (including International
Independence Standards)
 
(IESBA Code), and we have fulfilled our
 
other ethical responsibilities in accordance
 
with these requirements.
EY also applies International Standard on Quality
 
Management 1,
Quality Management for Firms that Perform Audits
 
or Reviews of Financial
Statements, or Other Assurance or Related Services
 
engagements
, which requires that we design, implement and
 
operate a system of quality
management including policies or procedures regarding
 
compliance with ethical requirements, professional
 
standards and applicable legal and
regulatory requirements.
 
Description of procedures performed
This engagement is designed to express a) limited
 
assurance on the Subject Matter for limited
 
assurance and b) reasonable assurance on the
Subject Matter for reasonable assurance.
 
The GHGs are quantified when preparing the Subject
 
Matters. The quantification process used in preparing
 
the reporting is subject to scientific
uncertainty, which arises because of incomplete scientific knowledge about
 
the measurement of GHGs, including CO
2
 
and CH
4
. Additionally,
GHG emissions are subject to estimation and
 
measurement uncertainty resulting from the calculation
 
process used to quantify emissions
within the bounds of existing scientific knowledge.
 
Our verification of these disclosures relates to
 
the criteria for estimation set by local
authorities.
 
a)
 
Procedures performed to express a statement with limited
 
assurance
Procedures performed in a limited assurance engagement
 
vary in nature and timing from, and are
 
less in extent than for, a reasonable
assurance engagement. Consequently, the level of assurance obtained in a limited
 
assurance engagement is substantially lower than
 
the
assurance that would have been obtained if a reasonable
 
assurance engagement had been performed.
 
Our procedures were designed to
obtain a limited level of assurance on which to base
 
our conclusion and do not provide all the
 
evidence that would be required to provide a
reasonable level of assurance.
Although we considered the effectiveness of management’s internal
 
controls when determining the nature and extent of
 
our procedures, our
assurance engagement was not designed to provide
 
assurance on internal controls. Our procedures
 
did not include testing controls or
performing procedures relating to checking aggregation
 
or calculation of data within IT systems.
 
Additional information
Equinor 2023 Integrated Annual Report
 
296
A limited assurance engagement consists of making
 
enquiries, primarily of persons responsible
 
for preparing the Subject Matter for limited
assurance and related information and applying
 
analytical and other appropriate procedures.
 
Our procedures included:
 
●
 
Interviews with key personnel to understand the reporting
 
process for collecting information, collating and
 
reporting the Subject
Matter during the reporting period
●
 
Tested on a sample basis the calculation Criteria against the methodologies outlined
 
in the Criteria
●
 
Analyses of Subject Matter data
 
●
 
Comparison, on a sample basis, of Subject Matter
 
data against supporting documentation
 
●
 
Comparison of the presentation of the Subject Matter
 
with the presentation requirements outlined
 
in the Criteria.
 
We believe that our procedures provide us with an
 
adequate basis for our conclusion. We also performed
 
such other procedures as we
considered necessary in the circumstances.
b)
 
Procedures performed to express a statement with reasonable
 
assurance
Procedures to obtain a reasonable assurance
 
level include examining, on a test basis, evidence
 
supporting the quantitative and qualitative
information.
Our procedures included:
●
 
Interviews with key personnel to understand the Company’s
 
reporting process for collecting, collating and
 
reporting the Subject
Matter during the reporting period
●
 
Tested on a sample basis the calculation Criteria against the methodologies outlined
 
in the Criteria
●
 
Analyses of Subject Matter data
●
 
Comparison, on a sample basis, of Subject Matter
 
data against supporting documentation
 
●
 
Comparison of the presentation of the Subject Matter
 
with the presentation requirements outlined
 
in the Criteria.
 
●
 
Performed digital site visits and interviews with Company’s personnel
 
at a sample of locations in order to gather
 
and review
underlying data and assess the implementation
 
of the processes and controls related to the
 
preparation of the selected safety and
environmental performance indicators
●
 
Recalculating of safety and climate disclosures presented
 
in Table 1 presented above, and assessing the reasonableness of the
estimates made by the Company
 
We believe that our procedures provide us with an
 
adequate basis for our opinion. We also performed
 
such other procedures as we
considered necessary in the circumstances.
Limited assurance conclusion
Based on our procedures and the evidence obtained,
 
we are not aware of any material modifications
 
that should be made to the Subject
Matter for limited assurance as for the reporting
 
year ended 31 December 2023 in order
 
for it to be in accordance with the Criteria.
Reasonable assurance opinion
In our opinion the Subject Matter for reasonable assurance
 
as for the reporting year ended 31 December
 
2023 is presented, in all material
respects, in accordance with the Criteria.
Stavanger, 12 March 2024
ERNST & YOUNG AS
Tor Inge Skjellevik
State Authorised Public Accountant (Norway)
(This translation from Norwegian has been prepared
 
for information purposes only.)
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
297
5.6 Use and reconciliation of non-GAAP financial measures
 
Non-GAAP financial measures, also known as alternative performance measures, are defined as numerical measures
 
that either
exclude or include amounts that are not excluded or included in the comparable measures calculated
 
and presented in accordance
with generally accepted accounting principles (i.e, IFRS Accounting Standards in the case of Equinor).
 
The following financial
measures may be considered non-GAAP financial measures:
a)
 
Net debt to capital employed ratio, Net debt to capital employed ratio adjusted, including lease
 
liabilities and Net debt to capital
employed ratio adjusted
b)
 
Return on average capital employed (ROACE)
c)
 
Organic capital expenditures
d)
 
Gross capital expenditures (Gross capex)
e)
 
Cash flow from operations after taxes paid (CFFO after taxes paid)
f)
 
Net cash flow (previously named Free cash flow)
g)
 
Adjusted earnings and adjusted earnings after tax
a) Net debt to capital employed ratio
 
In Equinor’s view, net debt ratios provide a more informative picture of Equinor’s financial strength than gross
 
interest-bearing financial
debt.
Three different net debt to capital ratios are provided below: 1) net debt to capital employed, 2) net debt
 
to capital employed ratio
adjusted, including lease liabilities, and 3) net debt to capital employed ratio adjusted.
These calculations are all based on Equinor’s gross interest-bearing financial
 
liabilities as recorded in the Consolidated balance sheet
and exclude cash, cash equivalents and current financial investments.
The following adjustments are made in calculating the net debt to capital employed ratio adjusted,
 
including lease liabilities and the
net debt to capital employed ratio adjusted: collateral deposits (classified as Cash and cash equivalents
 
in the Consolidated balance
sheet), and financial investments held in Equinor Insurance AS (classified as Current financial
 
investments in the Consolidated
balance sheet) are treated as non-cash and excluded from the calculation of these non-GAAP
 
measures. Collateral deposits are
excluded since they relate to certain requirements of exchanges where Equinor’s securities are
 
trading and therefore are presented as
restricted cash and cash equivalents. Financial investments in Equinor Insurance are excluded
 
as these investments are not readily
available for the group to meet short term commitments. These adjustments result in a higher net
 
debt figure and in Equinor’s view
provides a more prudent measure of the net debt to capital employed ratio than would
 
be the case without such exclusions.
Additionally, lease liabilities are further excluded in calculating the net debt to capital employed ratio adjusted.
The accompanying table details the calculations for these non-GAAP measures and reconciles
 
them with the most directly
comparable IFRS Accounting Standards financial measure or measures.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
298
Calculation of capital employed and net debt to capital
 
employed ratio
For the year ended 31
December
(in USD million)
2023
2022
Shareholders' equity
48,490
53,988
Non-controlling interests
10
1
Total equity
A
48,500
53,989
Current finance debt and lease liabilities
7,275
5,617
Non-current finance debt and lease liabilities
24,521
26,551
Gross interest-bearing debt
B
31,796
32,168
Cash and cash equivalents
9,641
15,579
Current financial investments
29,224
29,876
Cash and cash equivalents and current financial investment
C
38,865
45,455
Net interest-bearing debt before adjustments
B1 = B-C
(7,069)
(13,288)
Other interest-bearing elements
 
1)
2,030
6,538
Net interest-bearing debt adjusted, including lease
 
liabilities
B2
(5,040)
(6,750)
Lease liabilities
3,570
3,668
Net interest-bearing debt adjusted
B3
(8,610)
(10,418)
Calculation of capital employed:
Capital employed
A+B1
41,431
40,701
Capital employed adjusted, including lease liabilities
A+B2
43,460
47,239
Capital employed adjusted
A+B3
39,890
43,571
Calculated net debt to capital employed
Net debt to capital employed
(B1)/(A+B1)
(17.1%)
(32.6%)
Net debt to capital employed ratio adjusted, including lease
 
liabilities
(B2)/(A+B2)
(11.6%)
(14.3%)
Net debt to capital employed ratio adjusted
(B3)/(A+B3)
(21.6%)
(23.9%)
1)
The following adjustments are made in calculating
 
the net debt to capital employed adjusted, including
 
lease liabilities ratio and the net
debt to capital employed adjusted ratio: collateral deposits
 
(classified as Cash and cash equivalents
 
in the Consolidated balance sheet),
and financial investments held in Equinor Insurance
 
AS (classified as Current financial investments in
 
the Consolidated balance sheet) are
treated as non-cash and excluded from the calculation
 
of these non-GAAP measures. Collateral deposits
 
are excluded since they relate to
certain requirements of exchanges where Equinor
 
is trading and presented as restricted
 
cash and cash equivalents. Financial investments
in Equinor Insurance are excluded as these investments
 
are not readily available for the group to meet
 
short term commitments. These
adjustments result in a higher net debt figure and
 
in Equinor’s view provides a more
 
prudent measure of the net debt to capital employed
ratio than would be the case without such exclusions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
299
b) Return on average capital employed (ROACE)
Return on average capital employed (ROACE) is the ratio of adjusted earnings after tax to
 
the average capital employed adjusted.
The reconciliation for adjusted earnings after tax is presented in section g). Average capital employed adjusted
 
refers to the average
of the capital employed adjusted values as of 31 December for both the current and
 
the preceding year, as presented under the
heading Calculation of capital employed in section a).
Equinor uses ROACE to evaluate performance by measuring how effectively the company employs its capital, whether
 
financed
through equity or debt.
An IFRS Accounting Standards measure most directly comparable to ROACE would be
 
calculated as the ratio of net income/(loss) to
average capital employed that is based on Equinor’s gross interest-bearing financial liabilities
 
as recorded in the Consolidated balance
sheet, excluding cash, cash equivalents and current financial investments.
ROACE is used as a supplementary measure and should not be viewed in isolation or as
 
an alternative to measures calculated in
accordance with IFRS Accounting Standards including income before financial items, income taxes and minority
 
interest, or net
income, or ratios based on these figures.
Forward-looking ROACE included in this report is not reconcilable to its most directly comparable
 
IFRS Accounting Standards
measure without unreasonable efforts, because the amounts included or excluded from IFRS Accounting Standards measures
 
used
to determine ROACE cannot be predicted with reasonable certainty.
Calculated ROACE based on IFRS Accounting Standards
 
31 December
(in USD million, except percentages)
2023
2022
Net income/(loss)
A
11,904
28,744
Average total equity
1
51,244
46,506
Average current finance debt and lease liabilities
6,446
6,001
Average non-current finance debt and lease liabilities
25,536
28,202
- Average cash and cash equivalents
(12,610)
(14,853)
- Average current financial investments
(29,550)
(25,561)
Average net-interest bearing debt
2
(10,178)
(6,210)
Average capital employed
B = 1+2
41,066
40,296
Calculated ROACE based on Net income/loss and
 
capital employed
A/B
29.0%
71.3%
Calculated ROACE based on Adjusted earnings after
 
tax and capital employed adjusted
 
31 December
(in USD million, except percentages)
2023
2022
Adjusted earnings after tax
A
10,371
22,680
Average capital employed adjusted
B
41,731
41,134
Calculated ROACE based on Adjusted earnings
 
after tax and capital employed adjusted
A/B
24.9%
55.1%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
300
c) Organic capital expenditures
Organic capital expenditures represent additions to PP&E, intangibles and equity accounted investments,
 
excluding expenditures
related to acquisitions, leased assets, and other investments with significantly different cash flow patterns. Equinor believes this
measure gives stakeholders relevant information to understand the company’s investments in maintaining and
 
developing its existing
business operations.
 
Calculation of organic capital expenditures
For the year ended 31
December
(in USD billion)
2023
2022
Additions to PP&E, intangibles and equity accounted investments
14.5
 
10.0
 
Acquisition-related additions
 
(3.2)
 
(0.6)
Right of use asset additions
 
(1.1)
 
(1.3)
Other additions (with unique cash flow patterns)
Organic capital expenditures
 
10.2
 
 
8.1
 
Forward-looking organic capital expenditures included in this report are not reconcilable to its most
 
directly comparable IFRS
Accounting Standards measure without unreasonable efforts, because the amounts excluded from such IFRS
 
Accounting Standards
measure to determine organic capital expenditures cannot be predicted with reasonable certainty.
 
d) Gross capital expenditures (Gross capex)
Gross capital expenditures represent capital expenditures, defined as Additions to PP&E, intangibles
 
and equity accounted
investments as presented in the financial statements, excluding additions to right of use assets
 
related to leases and capital
expenditures financed through government grants. Equinor adds the proportionate share of capital
 
expenditures in equity accounted
investments not included in Additions to PP&E, intangibles and equity accounted investments.
 
Equinor believes that by excluding
additions to right of use assets related to leases, this measure better reflects the company's
 
investments in the business to drive
growth.
Calculation of gross capital expenditures
For the year ended 31
December
(in USD billion)
2023
2022
Additions to Property, plant and equipment, Intangibles and Equity accounted companies
14.5
10.0
Less adjustments
0.4
0.4
Gross capital expenditures
14.1
9.6
Forward-looking gross capital expenditures included in this report are not reconcilable to its most
 
directly comparable IFRS
Accounting Standards measure without unreasonable efforts, because the amounts included or excluded from
 
such IFRS Accounting
Standards measure to determine gross capital expenditures cannot be predicted with reasonable
 
certainty.
e) Cash flows from operations after taxes paid (CFFO after taxes
 
paid)
Cash flows from operations after taxes paid represents, and is used by management to evaluate,
 
cash generated from operating
activities after taxes paid, which is available for investing activities, for debt servicing and for distribution
 
to shareholders. Cash flows
from operations after taxes paid is not a measure of our liquidity under IFRS Accounting Standards
 
and should not be considered in
isolation or as a substitute for an analysis of our results as reported in this report. Our
 
definition of Cash flows from operations after
taxes paid is limited and does not represent residual cash flows available for discretionary expenditures.
The table below provides a reconciliation of Cash flows from operations after taxes paid to its most
 
directly comparable IFRS
Accounting Standards measure, Cash flows provided by operating activities before taxes paid
 
and working capital items, as of the
specified dates:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
301
Cash flow from operations after taxes paid (CFFO after taxes paid)
(in USD million)
2023
2022
Cash flows provided by operating activities before taxes paid and working capital items
 
48,016
 
 
83,608
 
Taxes paid
 
(28,276)
 
(43,856)
Cash flow from operations after taxes paid (CFFO after taxes paid)
 
19,741
 
 
39,752
 
Forward-looking cash flows from operations after taxes paid included in this report are not reconcilable
 
to its most directly comparable
IFRS Accounting Standards measure without unreasonable efforts, because the amounts included or excluded
 
from such IFRS
Accounting Standards measure to determine cash flows from operations after taxes paid cannot
 
be predicted with reasonable
certainty.
f) Net cash flow (previously named Free cash flow)
Net cash flow represents, and is used by management to evaluate, cash generated from
 
operational and investing activities available
for debt servicing and distribution to shareholders. The measure underwent a name change
 
in 2023; however, all other aspects of the
measure remain unchanged. Net cash flow is not a measure of our liquidity under IFRS Accounting
 
Standards and should not be
considered in isolation or as a substitute for an analysis of our results as reported in this report.
 
Our definition of Net cash flow is
limited and does not represent residual cash flows available for discretionary expenditures.
The table below reconciles Net cash flow with its most directly comparable IFRS Accounting Standards
 
measure, Cash flows provided
by operating activities before taxes paid and working capital items, as of the specified dates:
Net cash flow
(in USD billion)
2023
2022
Cash flows provided by operating activities before taxes paid and working capital items
 
48.0
 
 
83.6
 
Taxes paid
 
(28.3)
 
(43.9)
Cash used/received in business combinations
 
(1.2)
 
0.1
 
Capital expenditures and investments
 
(10.6)
 
(8.8)
(Increase)/decrease in other interest-bearing items
 
(0.1)
 
(0.0)
Proceeds from sale of assets and businesses
 
0.3
 
 
1.0
 
Net cash flow before capital distribution
 
8.2
 
 
32.1
 
Dividends paid
 
(10.9)
 
(5.4)
Share buy-back
 
(5.6)
 
(3.3)
Net cash flow
 
(8.3)
 
23.4
 
g) Adjusted earnings and adjusted earnings after tax
Adjusted earnings
 
are based on net operating income/(loss) and adjusts for certain items affecting the income for the period in
 
order
to separate out effects that management considers may not be well correlated to Equinor’s
 
underlying operational performance in the
individual reporting period. Management believes adjusted earnings provides an indication
 
of Equinor’s underlying operational
performance in the period and facilitates comparison of operational trends between periods. The
 
calculation of Adjusted earnings was
changed in 2023, as detailed below.
Adjusted earnings after tax
 
equals the sum of net operating income/(loss) less income tax in reporting segments and includes
adjustments to operating income to take the applicable marginal tax into consideration.
 
Adjusted earnings after tax excludes net
financial items and the associated tax effects on net financial items. It is based on adjusted earnings less the
 
tax effects on all
elements included in adjusted earnings (or calculated tax on operating income and
 
on each of the adjusting items using an estimated
marginal tax rate). In addition, tax effects related to tax exposure items not related to the individual reporting
 
period are excluded from
adjusted earnings after tax. Management believes adjusted earnings after tax provides an indication
 
of Equinor’s underlying
operational performance and facilitates comparisons of operational trends between periods as it reflects the tax
 
charge associated
with operational performance excluding the impact of financing. Certain net USD denominated
 
financial positions are held by group
companies that have a USD functional currency that is different from the currency in which the taxable income
 
is measured. As
currency exchange rates change between periods, the basis for measuring net financial
 
items for IFRS Accounting Standards will
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
302
change disproportionally with taxable income which includes exchange gains and losses
 
from translating the net USD denominated
financial positions into the currency of the applicable tax return. Therefore, the effective tax rate may be significantly
 
higher or lower
than the statutory tax rate for any given period. Adjusted taxes included in adjusted
 
earnings after tax should not be considered
indicative of the amount of current or total tax expense (or taxes payable) for the period.
Adjusted earnings and adjusted earnings after tax are supplementary measures and should not
 
be viewed in isolation or as
substitutes for net operating income/(loss) and net income/(loss), which are the most directly
 
comparable IFRS Accounting Standards
measures. There are material limitations associated with the use of adjusted earnings
 
and adjusted earnings after tax compared with
the IFRS Accounting Standards measures as these non-GAAP measures do not include all the
 
items of revenues/gains or
expenses/losses of Equinor that are needed to evaluate its profitability on an overall basis. Adjusted
 
earnings and adjusted earnings
after tax are only intended to be indicative of the underlying developments in trends of our ongoing
 
operations for the production,
manufacturing and marketing of our products and exclude pre- and post-tax impacts of net financial items. Equinor
 
reflects such
underlying developments in our operations by eliminating the effects of certain items that may not be directly
 
associated with the
period's operations or financing. However, for that reason, adjusted earnings and adjusted earnings after tax are not complete
measures of profitability and should therefore not be used in isolation.
Amended principles for Adjusted earnings with effect from 2023:
Equinor has made the following changes to the items adjusted for within Adjusted earnings:
●
 
With effect from 2023, movements in the fair value of commodity derivatives used to manage price
 
risk exposure of future
sale and purchase contracts are excluded from adjusted earnings and deferred until the time of the
 
physical delivery. This
change minimises the effects of timing differences and presents a measure more indicative of underlying economic
performance.
●
 
With effect from 2023, the principle used to adjust the valuation of commercial storages is based on the
 
forward price at the
expected realisation date. Prior to this amendment, the valuation adjustment was based on
 
short-term forward prices which,
for some storages, did not correspond to the forward price at the expected realisation date. This
 
change brings the valuation
principle in line with how the corresponding derivative contract used to manage price exposure
 
is valued.
These changes have been applied retrospectively to the comparative figures. The majority of the
 
impact is due to the revised
treatment of commodity derivatives. These changes only affect the MMP reporting segment and currently do not
 
have an impact on
other segments. Equinor deems that these changes lead to a better representation of
 
performance in each period by appropriately
reflecting the economic impact of its risk management activities.
For further information on Adjusted earnings, see note 28 Financial instruments and fair value
 
measurement to the Consolidated
financial statements.
Impact of change
Full year of 2022
MMP segment
As reported
Impact
Restated
Change in Fair Value of derivatives
(149)
1,801
1,651
Periodisation of inventory hedging effect
(349)
181
(168)
Adjusted total revenues and other income
147,599
1,981
149,580
Adjusted earnings/(loss)
2,253
1,981
4,234
Adjusted earnings/(loss) after tax
2,727
(10)
2,717
Impact of change
Full year of 2022
Equinor group
As reported
Impact
Restated
Change in Fair Value of derivatives
(207)
1,801
1,593
Periodisation of inventory hedging effect
(349)
181
(168)
Adjusted total revenues and other income
149,910
1,981
151,891
Adjusted earnings/(loss)
74,940
1,981
76,921
Adjusted earnings/(loss) after tax
22,691
(10)
22,680
Effective tax rates on adjusted earnings
69.7%
0.8%
70.5%
No other line items or segments were affected by the
 
change.
 
Additional information
Equinor 2023 Integrated Annual Report
 
303
Adjusted earnings adjust for the following items:
●
Changes in fair value of derivatives
: In the ordinary course of business, Equinor enters into commodity derivative
 
contracts to
manage the price risk exposure relating to future sale and purchase contracts. These commodity
 
derivatives are measured at fair
value at each reporting date, with the movements in fair value recognised in the income
 
statement. By contrast, the sale and
purchase contracts are not recognised until the transaction occurs resulting in timing
 
differences. Therefore, with effect from
2023, the unrealised movements in the fair value of these commodity derivative contracts
 
are excluded from adjusted earnings
and deferred until the time of the physical delivery to minimise the effect of these timing differences. Further, embedded
derivatives within certain gas contracts and contingent consideration related to historical divestments
 
are carried at fair value.
Any accounting impacts resulting from such changes in fair value are also excluded from
 
adjusted earnings, as these fluctuations
are not indicative of the underlying performance of the business.
●
Periodisation of inventory hedging effect:
 
Equinor enters into derivative contracts to manage price risk exposure relating to its
commercial storage. These derivative contracts are carried at fair value while the inventories are accounted
 
for at the lower of
cost or market price. An adjustment is made to align the valuation principles of inventories with
 
related derivative contracts. With
effect from 2023, the adjusted valuation of inventories is based on the forward price at the expected realisation
 
date. This is so
that the valuation principles between commercial storages and derivative contracts are better aligned.
●
Over/underlift
: Over/underlift is accounted for using the sales method and therefore revenues are reflected
 
in the period the
product is sold rather than in the period it is produced. The over/underlift position depends
 
on a number of factors related to our
lifting programme and the way it corresponds to our entitlement share of production. The effect on income for the
 
period is
therefore adjusted to show estimated revenues and associated costs based upon the production for
 
the period to reflect
operational performance.
●
The
operational storage
 
is not hedged and is not part of the trading portfolio. Cost of goods sold is measured
 
based on the
FIFO (first-in, first-out) method, and includes realised gains or losses that arise due to
 
changes in market prices. These gains or
losses will fluctuate from one period to another and are not considered part of the underlying
 
operations for the period.
●
Impairment and reversal of impairment
 
are excluded from adjusted earnings since they affect the economics of an asset for
the lifetime of that asset, not only the period in which it is impaired or the
 
impairment is reversed. Impairment and reversal of
impairment can impact both the exploration expenses and the depreciation, amortisation and net
 
impairments line items.
●
Gain or loss from sales of assets
 
is eliminated from the measure since the gain or loss does not give an indication
 
of future
performance or periodic performance; such a gain or loss is related to the cumulative value creation
 
from the time the asset is
acquired until it is sold.
●
Eliminations (internal unrealised profit on inventories):
 
Volumes derived from equity oil inventory vary depending on several
factors and inventory strategies, i.e. level of crude oil in inventory, equity oil used in the refining process and level of in-transit
cargoes. Internal profit related to volumes sold between entities within the group and still in inventory
 
at period end is eliminated
according to IFRS Accounting Standards (write down to production cost). The proportion of realised
 
versus unrealised gain
fluctuates from one period to another due to inventory strategies and consequently impacts
 
net operating income/(loss). Write
down to production cost is not assessed to be a part of the underlying operational performance,
 
and elimination of internal profit
related to equity volumes is excluded in adjusted earnings.
●
Other items of income and expense
 
are adjusted when the impacts on income in the period are not reflective of Equinor’s
underlying operational performance in the reporting period. Such items may be unusual
 
or infrequent transactions, but they may
also include transactions that are significant which would not necessarily qualify as either
 
unusual or infrequent. However, other
items adjusted do not constitute normal, recurring income and operating expenses for the company. Other items are carefully
assessed and can include transactions such as provisions related to reorganisation, early retirement,
 
etc.
●
Change in accounting policy
 
are adjusted when the impacts on income in the period are unusual or infrequent,
 
and not
reflective of Equinor’s underlying operational performance in the reporting
 
period.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
304
Items impacting net operating
income/(loss) in the full year of 2023
Equinor
group
Exploratio
n &
Productio
n Norway
Exploratio
n &
Productio
n
Internatio
nal
Exploratio
n &
Productio
n USA
Marketing
,
Midstrea
m &
Processin
g
Rene-
wables
Other
(in USD million)
Total revenues and other income
 
107,174
 
 
38,340
 
 
7,032
 
 
4,319
 
 
105,908
 
 
17
 
 
(48,442)
Adjusting items
 
(1,303)
 
(128)
 
(76)
 
(32)
 
(1,049)
 
(17)
 
(1)
Changes in fair value of derivatives
 
(711)
 
128
 
 
(96)
 
-
 
 
(743)
 
-
 
 
-
 
Periodisation of inventory hedging effect
 
(183)
 
-
 
 
-
 
 
-
 
 
(183)
 
-
 
 
-
 
Impairment from associated companies
 
1
 
 
-
 
 
-
 
 
-
 
 
-
 
 
1
 
 
-
 
Over-/underlift
 
10
 
 
(35)
 
45
 
 
-
 
 
-
 
 
-
 
 
-
 
Other adjustments
 
(100)
 
-
 
 
-
 
 
-
 
 
(100)
 
-
 
 
-
 
Gain/loss on sale of assets
 
(319)
 
(221)
 
(25)
 
(32)
 
(23)
 
(17)
 
(1)
Adjusted total revenues and other income
 
105,871
 
 
38,213
 
 
6,956
 
 
4,286
 
 
104,860
 
 
(0)
 
(48,443)
Purchases [net of inventory variation]
 
(48,175)
 
(0)
 
(70)
 
-
 
 
(95,769)
 
0
 
 
47,664
 
Adjusting items
 
173
 
 
-
 
 
-
 
 
-
 
 
36
 
 
-
 
 
137
 
Operational storage effects
 
41
 
 
-
 
 
-
 
 
-
 
 
41
 
 
-
 
 
-
 
Provisions
 
(5)
 
-
 
 
-
 
 
-
 
 
(5)
 
-
 
 
-
 
Eliminations
 
137
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
137
 
Adjusted purchases [net of inventory
variation]
 
(48,003)
 
(0)
 
(70)
 
-
 
 
(95,733)
 
0
 
 
47,801
 
Operating and administrative expenses
 
 
(11,800)
 
(3,759)
 
(2,176)
 
(1,178)
 
(4,916)
 
(462)
 
692
 
Adjusting items
 
260
 
 
29
 
 
261
 
 
22
 
 
(72)
 
20
 
 
-
 
Over-/underlift
 
7
 
 
29
 
 
(22)
 
-
 
 
-
 
 
-
 
 
-
 
Other adjustments
 
36
 
 
-
 
 
-
 
 
22
 
 
-
 
 
14
 
 
-
 
Gain/loss on sale of assets
 
289
 
 
-
 
 
283
 
 
-
 
 
-
 
 
6
 
 
-
 
Provisions
 
(72)
 
-
 
 
-
 
 
-
 
 
(72)
 
-
 
 
-
 
Adjusted operating and administrative
expenses
 
 
(11,540)
 
(3,730)
 
(1,915)
 
(1,156)
 
(4,988)
 
(442)
 
692
 
Depreciation, amortisation and net
impairments
 
(10,634)
 
(5,017)
 
(2,433)
 
(1,489)
 
(1,239)
 
(312)
 
(143)
Adjusting items
 
1,259
 
 
588
 
 
310
 
 
(290)
 
343
 
 
300
 
 
9
 
Impairment
 
1,550
 
 
588
 
 
310
 
 
-
 
 
343
 
 
300
 
 
9
 
Reversal of impairment
 
(290)
 
-
 
 
-
 
 
(290)
 
-
 
 
-
 
 
-
 
Adjusted depreciation, amortisation and net
impairments
 
(9,374)
 
(4,429)
 
(2,123)
 
(1,779)
 
(897)
 
(12)
 
(134)
Exploration expenses
 
(795)
 
(476)
 
(20)
 
(299)
 
-
 
 
-
 
 
-
 
Adjusting items
 
61
 
 
-
 
 
36
 
 
25
 
 
-
 
 
-
 
 
-
 
Impairment
 
61
 
 
-
 
 
36
 
 
25
 
 
-
 
 
-
 
 
-
 
Adjusted exploration expenses
 
(734)
 
(476)
 
16
 
 
(274)
 
-
 
 
-
 
 
-
 
Net operating income/(loss)
 
35,770
 
 
29,087
 
 
2,332
 
 
1,353
 
 
3,984
 
 
(757)
 
(229)
Sum of adjusting items
 
451
 
 
490
 
 
532
 
 
(277)
 
(742)
 
303
 
 
145
 
Adjusted earnings/(loss)
 
36,220
 
 
29,577
 
 
2,863
 
 
1,076
 
 
3,242
 
 
(454)
 
(84)
Tax on adjusted earnings
 
(25,850)
 
(23,083)
 
(1,213)
 
(304)
 
(1,364)
 
63
 
 
51
 
Adjusted earnings/(loss) after tax
 
10,371
 
 
6,494
 
 
1,650
 
 
773
 
 
1,877
 
 
(391)
 
(33)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
305
Items impacting net operating income/(loss)
in the full year of 2022
Equinor
group
Exploratio
n &
Productio
n Norway
Exploratio
n &
Productio
n
Internatio
nal
Exploratio
n &
Productio
n USA
Marketing
,
Midstrea
m &
Processi
ng
Rene-
wables
Other
(in USD million)
Total revenues and other income
 
150,806
 
 
75,930
 
 
7,431
 
 
5,523
 
 
148,105
 
 
185
 
 
(86,367)
Adjusting Items
 
1,085
 
 
(487)
 
185
 
 
-
 
 
1,475
 
 
(110)
 
22
 
Changes in fair value of derivatives
 
1,593
1)
 
(263)
 
205
 
 
-
 
 
1,651
1)
 
-
 
 
-
 
Periodisation of inventory hedging effect
 
(168)
1)
 
-
 
 
-
 
 
-
 
 
(168)
1)
 
-
 
 
-
 
Impairment from associated companies
 
1
 
 
-
 
 
-
 
 
-
 
 
-
 
 
1
 
 
-
 
Over-/underlift
 
510
 
 
507
 
 
3
 
 
-
 
 
-
 
 
-
 
 
-
 
Other adjustments
 
(0)
 
-
 
 
(22)
 
-
 
 
-
 
 
-
 
 
22
 
Gain/loss on sale of assets
 
(850)
 
(731)
 
-
 
 
-
 
 
(9)
 
(111)
 
(0)
Adjusted total revenues and other income
 
151,891
1)
 
75,443
 
 
7,616
 
 
5,523
 
 
149,580
1)
 
75
 
 
(86,345)
Purchases [net of inventory variation]
 
(53,806)
 
0
 
 
(116)
 
(0)
 
(139,916)
 
-
 
 
86,227
 
Adjusting Items
 
(610)
 
-
 
 
-
 
 
-
 
 
(33)
 
-
 
 
(577)
Operational storage effects
 
(33)
 
-
 
 
-
 
 
-
 
 
(33)
 
-
 
 
-
 
Eliminations
 
(577)
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(577)
Adjusted purchases [net of inventory variation]
 
(54,415)
 
0
 
 
(116)
 
(0)
 
(139,949)
 
-
 
 
85,650
 
Operating and administrative expenses
 
(10,593)
 
(3,782)
 
(1,698)
 
(938)
 
(4,591)
 
(265)
 
681
 
Adjusting Items
 
64
 
 
(54)
 
22
 
 
6
 
 
75
 
 
10
 
 
5
 
Over-/underlift
 
(41)
 
(54)
 
13
 
 
-
 
 
-
 
 
-
 
 
-
 
Change in accounting policy
 
7
 
 
-
 
 
2
 
 
-
 
 
-
 
 
-
 
 
5
 
Gain/loss on sale of assets
 
23
 
 
-
 
 
7
 
 
6
 
 
-
 
 
10
 
 
-
 
Provisions
 
75
 
 
-
 
 
-
 
 
-
 
 
75
 
 
-
 
 
-
 
Adjusted operating and administrative
expenses
 
(10,530)
 
(3,836)
 
(1,675)
 
(933)
 
(4,516)
 
(255)
 
686
 
Depreciation, amortisation and net impairments
 
(6,391)
 
(4,167)
 
(1,731)
 
(361)
 
14
 
 
(4)
 
(142)
Adjusting Items
 
(2,488)
 
(819)
 
286
 
 
(1,060)
 
(895)
 
-
 
 
-
 
Impairment
 
1,111
 
 
3
 
 
1,033
 
 
-
 
 
75
 
 
-
 
 
-
 
Reversal of impairment
 
(3,598)
 
(821)
 
(747)
 
(1,060)
 
(970)
 
-
 
 
-
 
Adjusted depreciation, amortisation and net
impairments
 
(8,879)
 
(4,986)
 
(1,445)
 
(1,422)
 
(881)
 
(4)
 
(142)
Exploration expenses
 
(1,205)
 
(366)
 
(638)
 
(201)
 
-
 
 
-
 
 
0
 
Adjusting Items
 
59
 
 
4
 
 
65
 
 
(11)
 
-
 
 
-
 
 
-
 
Impairment
 
85
 
 
4
 
 
65
 
 
15
 
 
-
 
 
-
 
 
-
 
Reversal of impairment
 
(26)
 
-
 
 
-
 
 
(26)
 
-
 
 
-
 
 
-
 
Adjusted exploration expenses
 
(1,146)
 
(361)
 
(573)
 
(212)
 
-
 
 
-
 
 
0
 
Net operating income/(loss)
 
78,811
 
 
67,614
 
 
3,248
 
 
4,022
 
 
3,612
 
 
(84)
 
399
 
Sum of adjusting items
 
(1,890)
1)
 
(1,355)
 
559
 
 
(1,065)
 
621
1)
 
(100)
 
(550)
Adjusted earnings/(loss)
 
76,921
1)
 
66,260
 
 
3,806
 
 
2,957
 
 
4,234
1)
 
(184)
 
(151)
Tax on adjusted earnings
 
(54,241)
1)
 
(51,373)
 
(1,248)
 
(79)
 
(1,517)
1)
 
14
 
 
(38)
Adjusted earnings/(loss) after tax
 
22,680
1)
 
14,887
 
 
2,558
 
 
2,878
 
 
2,717
1)
 
(171)
 
(189)
1) MMP segment and Equinor group are restated due to amended principles for adjusting
 
items; 'changes in fair value of derivatives' and
'periodisation of inventory hedging effect'.
 
Additional information
Equinor 2023 Integrated Annual Report
 
306
5.7 Other definitions and abbreviations
Operational abbreviations
●
 
ACG – Azeri-Chirag-Gunashli
 
●
 
API – American Petroleum Institute
●
 
BTC – Baku-Tbilisi-Ceyhan
 
●
 
CCS – Carbon capture and storage
●
 
EMTN – Euro medium-term note
●
 
FPSO – Floating production, storage and offload vessel
●
 
GHG – Greenhouse gas
●
 
GWO – Global Wind Offshore
●
 
IOR – Increased oil recovery
●
 
LCS – Low carbon solutions
●
 
LNG - Liquefied natural gas
●
 
NCS - Norwegian continental shelf
●
 
NGL – Natural gas liquids
●
 
NHO – Norwegian Confederation of Business
●
 
NOx – Nitrogen oxide
●
 
NZE – Net zero emissions
●
 
OTC – Over-the-counter
●
 
PDO – Plan for development and operation
●
 
PSA – Production sharing agreement
●
 
PSC – New York State Public Service Commission
●
 
TSP – Technical service provider
Organisational abbreviations
●
 
AFP – Agreement-based early retirement plan
●
 
AGM – Annual general meeting
●
 
ARO – Asset retirement obligation
●
 
BAC – Board of Directors’ Audit Committee
 
●
 
BCC – Board of Directors’ Compensation and
 
Executive Development Committee
●
 
BoD – Board of Directors
●
 
CEC – Corporate Executive Committee
●
 
CMU – Capital Markets Update
●
 
EU ETS – EU Emissions Trading System
●
 
EEX – European Energy Exchange
 
●
 
EPA – Economic Planning Assumptions
●
 
E&P – Exploration & Production
●
 
EPI – Exploration & Production International
●
 
EPN – Exploration & Production Norway
 
●
 
ERM – Enterprise Risk Management
●
 
GAAP – Generally Accepted Accounting Principles
 
●
 
GPS – Global People Survey
●
 
HSE – Health, safety and environment
 
●
 
HOP – Human and Organizational Performance
●
 
IASB – International Accounting Standards Board
●
 
IEA – International Energy Agency
 
●
 
IETA – International Emissions Trading Association
●
 
IFRS – International Financial Reporting Standards
●
 
IOGP – International Association of Oil & Gas
 
Producers
●
 
MMP – Marketing, Midstream & Processing
●
 
MPE – Norwegian Ministry of Petroleum and
 
Energy
●
 
OPEC+ – Organisation of the Petroleum Exporting
 
Countries incl. a number of non-OPEC member
 
countries
●
 
PDP – Projects, Drilling and Procurement
●
 
REN – Renewables
●
 
SEC – Securities and Exchange Commission
●
 
SDFI – Norwegian State's Direct Financial Interest
●
 
SSEC – Board of Directors’ Safety, Sustainability and Ethics Committee
●
 
TDI – Technology,
 
Digital & Innovation
Financial abbreviations
 
●
 
Capex – Capital expenditure
●
 
CE – Capital employed
●
 
GDP – Gross domestic product
 
●
 
Dividends declared – Includes cash dividend and
 
scrip dividend.
 
Additional information
Equinor 2023 Integrated Annual Report
 
307
●
 
ICE – Intercontinental Exchange
●
 
KPI – Key Performance Indicator
●
 
ND – Net interest-bearing debt adjusted
●
 
NPV – Net Present Value
●
 
n/r – Not reported
 
●
 
NYSE – New York Stock Exchange
●
 
NYMEX – New York Mercantile Exchange
●
 
OECD – Organisation of Economic Co-Operation and
 
Development
●
 
OCI – Other Comprehensive Income
●
 
Opex – Operating expense
●
 
OSE – Oslo Børs
●
 
PP&E – Property, plant and equipment
●
 
R&D – Research and development
●
 
ROACE – Return on average capital employed
●
 
TSR – Total shareholder return
●
 
UPC – Unit production cost
●
 
WACC – Weighted average cost of capital
●
 
WEF – World Economic Forum
Metric abbreviations etc.
●
 
bbl – barrel
●
 
mbbl – thousand barrels
●
 
mmbbl – million barrels
●
 
boe – barrels of oil equivalent
●
 
mboe – thousand barrels of oil equivalent
●
 
mmboe – million barrels of oil equivalent
●
 
mmmcf – billion cubic feet
●
 
MMBtu – million British thermal units
●
 
bcm – billion cubic metres
●
 
MW – megawatt
●
 
MWh – megawatt hours
●
 
GW – gigawatt
●
 
GWh – gigawatt hours
●
 
TW – terawatt
●
 
TWh – terawatt hours
Sustainability abbreviations
●
 
CCSA – The Carbon Capture and Storage Association
 
is the trade association promoting the commercial
 
deployment of Carbon Capture,
Utilisation and Storage (CCUS).
●
 
CCUS – Carbon capture, utilisation and storage
●
 
CSRD – EU Corporate Sustainability Reporting
 
Directive
●
 
D&I – Diversity and inclusion
●
 
EITI – Extractive Industries Transparency Initiative
●
 
ESG
 
– Referring to non-financial reporting topics “Environmental”,
 
“Social” and “Governance”
●
 
GRI – Global Reporting Initiative is an independent,
 
international organisation that provide the world’s
 
most widely used standards for
sustainability reporting – the GRI Standards
●
 
IPCC – Intergovernmental Panel on Climate
 
Change
●
 
IUCN – International Union for Conservation of
 
Nature
●
 
OGCI – Oil and Gas Climate Initiative
●
 
TCFD – Task Force on Climate-related Financial Disclosures
●
 
TNFD – Task Force on Nature-related Financial Disclosures
●
 
UNGP – United Nations Guiding Principles on
 
Business and Human Rights
●
 
WBCSD – World Business Council for Sustainable Development
Sustainability terms
●
 
Announced Pledges (APS) – IEA scenario which
 
includes all recent major national announcements
 
of 2030 targets and longer-term net
zero and other pledges, regardless of whether
 
these have been anchored in implementing legislation
 
or in updated NDCs.
●
 
Area of high biodiversity value – Comprises “Key biodiversity
 
areas” included in the World Database on
 
Key Biodiversity Areas managed
by International Union for Conservation of Nature (IUCN)
 
and Particularly Valuable and Sensitive Areas (“Særlig verdifulle og sårbare
områder”) on the Norwegian continental shelf.
●
 
Carbon dioxide (CO2) emissions – CO2 released
 
to the atmosphere as a result of our processes
 
and activities, including CO2 emissions
from energy generation, heat production, flaring (including
 
well testing/well work-over), and remaining
 
emissions from carbon capture and
treatment plants. Separate data compiled for Equinor operated
 
activities and equity basis.
●
 
Carbon dioxide equivalents (CO2e) – Carbon dioxide
 
equivalent is a quantity that describes, for
 
a given mixture and amount of
greenhouse gas, the amount of CO2 that would
 
have the same global warming potential.
 
Additional information
Equinor 2023 Integrated Annual Report
 
308
●
 
CDP
 
– Carbon Disclosure Project is a not-for-profit charity
 
that runs a global disclosure system for investors,
 
companies, cities, states and
regions to report and benchmark their environmental
 
impacts.
●
 
Energy consumption – Energy used for power generation
 
and heat production in combustion processes,
 
unused energy from flaring
(including well testing/work-over and venting), energy
 
sold/delivered to third parties and gross energy
 
(heat and electricity) purchased.
●
 
Flared hydrocarbons – Weight of hydrocarbons combusted
 
in operational flare systems. Includes safety
 
and production flaring. For
Equinor operated activities.
●
 
Flaring intensity – Volume of flared hydrocarbons from upstream activities
 
(including LNG) per thousand tonnes of hydrocarbons
produced.
●
 
Hazardous waste – Waste is considered to be hazardous according
 
to the regulations under which the activity operates
 
or where the
waste can pose a substantial hazard to human
 
health and/or the environment when improperly
 
managed.
●
 
Methane emissions – CH
4
 
released to the atmosphere including emissions
 
from energy generation and heat production at
 
own plants,
flaring (including well testing/well work-over), cold
 
venting, diffuse emissions, and the storage and loading
 
of crude oil.
●
 
Methane intensity – Total methane emissions from our up- and midstream oil and gas
 
activities divided by the marketed gas, both
 
on a
100% operated basis.
●
 
Net carbon intensity (NCI) – GHG emissions associated
 
with the production and use of energy produced
 
by Equinor, including negative
emissions related to carbon services and offsets, divided
 
by the amount of energy produced by the
 
company (g CO2e/MJ). A detailed
description of the net carbon intensity indicator
 
is available at equinor.com.
●
 
Net zero emissions ambition – Covers scope 1 and
 
2 GHG emissions on an operational control
 
basis (100%) and scope 3 GHG
emissions (use of products, category 11, on an equity share basis).
●
 
Non-hazardous waste – Waste that is not defined as hazardous.
 
This excludes drill cuttings and produced
 
and flow-back water from our
US onshore operations which are exempted from
 
regulation and are registered separately as ‘exempted
 
waste’.
●
 
Non-methane volatile organic compounds (nmVOC) emissions
 
– nmVOC released to the atmosphere
 
from power generation and heat
production, flaring (including well testing/well work-over),
 
process, cold venting and fugitives.
●
 
Produced water – Water that is brought to the surface during
 
operations that extracts hydrocarbons from oil
 
and gas reservoirs.
●
 
Protected area – A protected area is a clearly
 
defined geographical space, recognised, dedicated
 
and managed, through legal or other
effective means, to achieve the long-term conservation of nature
 
with associated ecosystem services and cultural
 
values. (IUCN
Definition 2008)
●
 
Regular discharges of oil in water to sea – Oil
 
in regulated or controlled discharges to the sea from
 
Equinor operated activities. This
includes produced water, process water, displacement water, ballast water, jetting water, drainage water and water discharged from
treatment plants.
●
 
Scope 1 GHG emissions – Direct GHG emissions
 
from operations that are owned and/or controlled
 
by the organisation (Source:
Greenhouse gas protocol). The global warming
 
potential (GWP) of CH
4
 
is, in accordance with the Intergovernmental Panel
 
on Climate
Change (IPCC) Fifth Assessment Report (AR5) (2022),
 
considered to be 28 times the GWP of CO2.
●
 
Scope 2 GHG emissions – Indirect GHG emissions
 
from energy imported from third parties, heating,
 
cooling, and steam consumed within
the organisation. We use IEA/NVE/e-grid (location-based) and
 
AIB (market-based) as sources of scope
 
2 emissions factors, expressed
as kg CO2/kWh. The location-based calculation method
 
reflects the emission intensity of grids, taking electricity
 
trade adjustments into
account. The market-based calculation method reflects
 
emissions from electricity that companies have
 
purposefully chosen (or their lack
of choice). It derives emission factors from contracts
 
between two parties for the sale and purchase
 
of energy bundled with attributes
about the energy generation, or for unbundled attribute
 
claims. (Source: Greenhouse gas protocol). When
 
no such contracts are in place,
residual mix emission factors are used.
●
 
Scope 3 GHG emissions – All GHG emissions
 
that occur as a consequence of the operations
 
of the organisation but are not directly
controlled or owned by the company, such as use of sold products (equity
 
basis). Emissions from use of sold products is calculated
 
from
IPCC emission factors, combined with IEA statistics
 
on regional energy consumption.
 
●
 
Serious incident frequency (SIF) – The number of
 
serious incidents (including near misses) per million
 
hours worked. An incident is an
event or chain of events that has caused or
 
could have caused injury, illness and/or damage to/loss of property, the environment or a
third party. All undesirable incidents are categorised according to degree
 
of seriousness, based on established categorisation matrices.
●
 
Stated Policies (STEPS) – IEA scenario STEPS provides
 
a conservative benchmark for the future, because
 
it does not take it for granted
that governments will reach all announced
 
goals. Includes what has actually been put in place
 
to reach these and other energy-related
objectives.
●
 
Sulphur oxides (SOx emissions)
 
– SOX released from power generation and heat production
 
flaring and process.
●
 
Total recordable injury frequency (TRIF) – Number of fatal accidents, lost-time injuries, injuries
 
involving substitute work and medical
treatment injuries at work, per million hours worked,
 
amongst Equinor employees and contractors.
●
 
Upstream CO2 intensity – Total scope 1 emissions of CO2 (kg CO2) from exploration and
 
production, divided by total production (boe).
Miscellaneous terms
●
 
Appraisal well – A well drilled to establish the
 
extent and the size of a discovery.
●
 
Crude oil, or oil – Includes condensate and
 
natural gas liquids.
●
 
Downstream – The selling and distribution of products
 
derived from upstream activities.
●
 
Liquids – Refers to oil, condensates and NGL
●
 
Midstream - Processing, storage, and transport of
 
crude oil, natural gas, natural gas liquids and
 
sulphur
●
 
Natural gas – Petroleum that consists principally of
 
light hydrocarbons. It can be divided into
 
1) lean gas, primarily methane but often
containing some ethane and smaller quantities of
 
heavier hydrocarbons (also called sales gas) and
 
2) wet gas, primarily ethane, propane
and butane as well as smaller amounts of
 
heavier hydrocarbons, partially liquid under
 
atmospheric pressure.
●
 
Oil sands – A naturally occurring mixture of bitumen,
 
water, sand, and clay. A heavy viscous form of crude oil.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
309
●
 
Petroleum – A collective term for hydrocarbons, whether
 
solid, liquid, or gaseous. Hydrocarbons are
 
compounds formed from the
elements hydrogen (H) and carbon (C). The proportion
 
of different compounds, from methane and ethane
 
up to the heaviest components,
in a petroleum find varies from discovery to discovery. If a reservoir primarily contains
 
light hydrocarbons, it is described as a gas field.
 
If
heavier hydrocarbons predominate, it is described
 
as an oil field. An oil field may feature free
 
gas above the oil and contain a quantity
 
of
light hydrocarbons, also called associated gas.
●
 
Proved reserves – Proved oil and gas reserves
 
are those quantities of oil and gas, which,
 
by analysis of geoscience and engineering
data, can be estimated with reasonable certainty
 
to be economically producible — from a given date
 
forward, from known reservoirs, and
under existing economic conditions, operating
 
methods, and government regulations — prior to the
 
time at which contracts providing the
right to operate expire, unless evidence indicates
 
that renewal is reasonably certain, regardless of
 
whether deterministic or probabilistic
methods are used for the estimation. The project
 
to extract the hydrocarbons must have commenced
 
or the operator must be reasonably
certain that it will commence the project within a
 
reasonable time.
●
 
Refining reference margin – Is a typical average
 
gross margin of our refinery, Mongstad The reference margin will differ from the
 
actual
margin, due to variations in type of crude and other
 
feedstock, throughput, product yields, freight cost,
 
inventory etc.
●
 
Upstream – Includes the searching for potential underground
 
or underwater oil and gas fields, drilling of
 
exploratory wells, subsequent
operating wells which bring the liquids and or
 
natural gas to the surface.
Restatement for liquids sales volumes and gas prices
Below are the restated liquids sales volumes and average invoiced gas prices.
 
Liquids sales volume restatement (mmbbl)
Full year
2022
Liquids sales volume (old)
740.1
Liquids sales volume (new)
815.9
Average invoiced gas price restatement (MMBtu)
Full year
2022
Average invoice gas price - Europe (old)
32.46
Realised piped gas price - Europe (new)
32.84
 
 
 
 
Additional information
Equinor 2023 Integrated Annual Report
 
310
5.8 Forward-looking statements
This integrated annual report contains certain forward-looking statements that involve risks
 
and uncertainties, in particular in the
sections "Equinor’s market perspective", "Our strategy" and “Strategic Financial Framework”. In
 
some cases, we use words such as
"aim", "ambition", "anticipate", "believe", "continue", “commit”, "could", "estimate", "expect", "intend", "likely",
 
"objective", "outlook",
"may", "plan", "schedule", "seek", "should", "strategy", "target", "will", "goal" and similar
 
expressions to identify forward-looking
statements. All statements other than statements of historical fact, including: the commitment
 
to develop as a broad energy company
and diversify our energy mix; the ambition to be a leading company in the energy transition;
 
ambition to reach net zero by 2050 and
expectations regarding progress on our energy transition plan; our ambitions regarding reduction
 
in operated emissions and net
carbon intensity and allocation of gross capex* to renewables and low carbon solutions; our ambitions
 
and expectations regarding
decarbonisation; our ambition to maintain value in oil and gas, focus on high value growth in
 
renewables and contribute to maturing
CCS and hydrogen markets; ambition to attain a leadership position in the European CCS
 
market and expectations regarding market
share for storage and hydrogen; aims, expectations and plans for renewables production capacity
 
and power generation, investments
in renewables and low-carbon solutions and the balance between oil and gas and renewables production;
 
our expectations with
respect to net carbon intensity, operated emissions, carbon and methane intensity and flaring reductions; our internal carbon price
and other financial metrics for investment decisions; break-even considerations and targets; robustness of
 
our portfolio; aims and
expectations regarding Equinor’s resilience across different climate scenarios; future levels of,
 
and expected value creation from, oil
and gas production, scale and composition of the oil and gas portfolio, and development
 
of CCS and hydrogen businesses; plans to
develop fields; our intention to optimise and mature our portfolio; future worldwide economic trends,
 
market outlook and future
economic projections and assumptions, including commodity price assumptions; expectations and plans regarding
 
capital
expenditures; future financial performance, including earnings, cash flow, liquidity and return on average capital employed (ROACE)*;
the ambition to grow cash flow and returns; expectations regarding cash flow and returns
 
from our oil and gas portfolio and
renewables and low carbon solutions portfolio; organic capital expenditures for 2024; expectations
 
and estimates regarding production
and execution of projects; the ambition to keep unit of production cost in the top quartile of our peer group;
 
scheduled maintenance
activity and the effects thereof on equity production; business strategy and competitive position; sales, trading and market
 
strategies;
research and development initiatives and strategy, including ambitions regarding allocation of research and development capital
towards renewables and low carbon-solutions; expectations related to production levels, unit production cost,
 
investments, exploration
activities, discoveries and development in connection with our ongoing transactions and projects; our
 
ambitions, expectations and
plans regarding diversity and inclusion, employee training and supporting a just energy transition;
 
plans and expectations regarding
completion and results of acquisitions, disposals and other contractual arrangements and delivery commitments;
 
plans, ambitions and
expectations regarding recovery factors and levels, future margins and future levels
 
or development of capacity, reserves or
resources; planned turnarounds and other maintenance activity; expectations regarding growth in
 
oil and gas, , including for volumes
lifted and sold to equal entitlement production, and renewable power production; estimates related to
 
production and development,
forecasts, reporting levels and dates; operational expectations, estimates, schedules and costs;
 
expectations relating to licences and
leases; oil, gas, alternative fuel and energy prices, volatility, supply and demand; plans and expectations regarding processes related
to human rights laws, corporate structure and organizational policies; digitization, technological innovation,
 
implementation, position
and expectations; expectations regarding role and composition of the board and our remuneration
 
policies; our goal of safe and
efficient operations; effectiveness of our internal policies and plans; our ability to manage our risk exposure, our liquidity levels and
management of liquidity reserves; future credit ratings; estimated or future liabilities, obligations or expenses;
 
expected impact of
currency and interest rate fluctuations; projected outcome, impact or timing of HSE regulations;
 
HSE goals and objectives of
management for future operations; our ambitions and plans regarding biodiversity (including
 
our aim to develop a net-positive impact
approach for projects) and value creation for society; expectations related to regulatory trends; impact
 
of PSA effects; projected
impact or timing of administrative or governmental rules, standards, decisions, standards or laws
 
(including taxation laws); projected
impact of legal claims against us; plans for capital distribution, share buy-backs and amounts and timing
 
of dividends are forward-
looking statements.
You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those
anticipated in the forward-looking statements for many reasons, including the risks described
 
above in "Risk factors", and elsewhere in
this integrated annual report.
 
Forward-looking statements are not guarantees of future performance. They reflect current views about future
 
events, are based on
management’s current expectations and assumptions and are, by their nature, subject to significant risks and
 
uncertainties because
they relate to events and depend on circumstances that will occur in the future. There are a number
 
of factors that could cause actual
results and developments to differ materially from those expressed or implied by these forward-looking statements,
 
including levels of
industry product supply, demand and pricing, in particular in light of significant oil price volatility; unfavourable macroeconomic
conditions and inflationary pressures; exchange rate and interest rate fluctuations; levels and calculations
 
of reserves and material
differences from reserves estimates; regulatory stability and access to resources, including attractive low carbon
 
opportunities; the
effects of climate change and changes in stakeholder sentiment and regulatory requirements regarding climate change;
 
changes in
market demand and supply for renewables; inability to meet strategic objectives; the development
 
and use of new technology; social
and/or political instability, including as a result of Russia’s invasion of Ukraine and the conflict in the Middle East; failure to prevent or
manage digital and cyber disruptions to our information and operational technology systems and
 
those of third parties on which we
rely; operational problems, including cost inflation in capital and operational expenditures; unsuccessful
 
drilling; availability of
 
Additional information
Equinor 2023 Integrated Annual Report
 
311
adequate infrastructure at commercially viable prices; the actions of field partners and other third-parties; reputational
 
damage; the
actions of competitors; the actions of the Norwegian state as majority shareholder and exercise
 
of ownership by the Norwegian state;
changes or uncertainty in or non-compliance with laws and governmental regulations; adverse
 
changes in tax regimes; the political
and economic policies of Norway and other oil-producing countries; regulations on hydraulic fracturing and
 
low-carbon value chains;
liquidity, interest rate, equity and credit risks; risk of losses relating to trading and commercial supply activities; an inability to attract
and retain personnel; ineffectiveness of crisis management systems; inadequate insurance coverage; health,
 
safety and
environmental risks; physical security risks to personnel, assets, infrastructure and operations from
 
hostile or malicious acts; failure to
meet our ethical and social standards; non-compliance with international trade sanctions; and other factors
 
discussed elsewhere in
this integrated annual report.
 
The achievement of Equinor’s climate ambitions depends, in part, on broader societal shifts
 
in consumer demands and technological
advancements, each of which are beyond Equinor’s control. Should society’s demands and technological
 
innovation not shift in
parallel with Equinor’s pursuit of its energy transition plan, Equinor’s
 
ability to meet its climate ambitions will be impaired. The
calculation of Equinor’s net carbon intensity presented in this report includes
 
an estimate of emissions from the use of sold products
(GHG protocol category 11) as a means to more accurately evaluate the emission lifecycle of what we produce to respond to the
energy transition and potential business opportunities arising from shifting consumer demands.
 
Including these emissions in the
calculations should in no way be construed as an acceptance by Equinor of responsibility for the
 
emissions caused by such use.
The reference to any scenario in this report, including any potential net-zero scenarios, does not
 
imply Equinor views any particular
scenario as likely to occur. Third-party scenarios discussed in this report reflect the modeling assumptions and outputs of their
respective authors, not Equinor, and their use by Equinor is not an endorsement by Equinor of their underlying assumptions, likelihood
or probability. Investment decisions are made on the basis of Equinor’s separate planning process. Any use of the modeling of a third-
party organization within this report does not constitute or imply an endorsement by Equinor
 
of any or all of the positions or activities
of such organization.
We use certain terms in this document, such as “resource” and “resources” that the SEC’s rules prohibit us from including in our
 
filings
with the SEC. U.S. investors are urged to closely consider the disclosures in our annual report
 
on Form 20-F, SEC File No. 1-15200,
which is available on our website or by calling 1-800-SEC-0330 or logging on to www.sec.gov.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we
 
cannot assure you that our
future results, level of activity, performance or achievements will meet these expectations. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking statements. Any
 
forward-looking statement speaks
only as of the date on which such statement is made, and, except as required by applicable
 
law, we undertake no obligation to update
any of these statements after the date of this integrated annual report, either to make them conform
 
to actual results or changes in our
expectations.
Equinor 2023 Oil and gas reserves report
 
1
exhibit155p2i0
Equinor 2023 Oil and gas reserves report
 
2
2023 Oil and gas reserves report
Equinor 2023 Oil and gas reserves report
 
3
Contents
3 Introduction
4 Proved oil and gas reserves
14 Preparation of reserves estimates
15 Operational statistics
18 Delivery commitments
19 Entitlement production
20 Supplementary oil and gas information (unaudited)
30 Terms
 
and abbreviations
Equinor 2023 Oil and gas reserves report
 
4
Introduction
 
About the report
This report presents Equinor`s proved oil and gas reserves
 
as of 31 December 2023. Proved oil and
 
gas reserves are those quantities of
 
oil
and gas, which, by analysis of geoscience and
 
engineering data, can be estimated with reasonable
 
certainty to be economically producible—
from a given date forward, from known reservoirs,
 
and under existing economic conditions, operating
 
methods, and government regulations—
prior to the time at which contracts providing
 
the right to operate expire, unless evidence
 
indicates that renewal is reasonably certain,
regardless of whether deterministic or probabilistic methods
 
are used for the estimation. The project to
 
extract the hydrocarbons must have
commenced or the operator must be reasonably certain
 
that it will commence the project within a
 
reasonable time.
In alignment with industry practice and regulatory requirements,
 
we report operational performance and supplementary
 
oil and gas information
(unaudited). Numbers have been prepared
 
in accordance with the definitions of reserves
 
to be used in filings with the US Securities and
Exchange Commission (SEC) contained in Rule
 
4-10(a) (1)-(32) of the SEC’s Regulation S-X. All numbers
 
are internal estimates produced by
Equinor. Estimates of reserves may change over time as further production
 
history and additional information becomes available.
 
The
determination of these reserves estimates is part of an
 
ongoing process subject to continual revision. Moreover, identified reserves
 
and
contingent resources that may become proved
 
in the future are excluded from the estimates of
 
proved reserves provided in this report.
This report is included as Exhibit 15.5 to the
2023 Annual report on Form 20-
F.
 
exhibit155p5i0
Equinor 2023 Oil and gas reserves report
 
5
Operational performance
Proved oil and gas reserves
Proved oil and gas reserves were estimated to be 5,214
1
 
million boe at year end 2023, compared to 5,191 million boe at the end of
2022.
Changes in proved reserves estimates are most commonly the result of revisions of estimates due
 
to observed production
performance or changes in prices or costs, extensions of proved areas through drilling activities or the inclusion
 
of proved reserves in
new discoveries through the sanctioning of new development projects. These changes are the result of continuous
 
business
processes and can be expected to continue to affect proved reserves estimates in the future.
Proved reserves can also be added or subtracted through purchases and sales of reserves-in-place
 
or factors outside management
control.
Changes in product prices can affect the quantities of oil and gas that can be recovered from the accumulations. Higher
 
oil and gas
prices will normally allow more oil and gas to be recovered, while lower prices will normally
 
result in reduced recovery. However, for
fields with production sharing agreements (PSA), higher prices may result in reduced entitlement to produced
 
volumes and lower
prices may result in increased entitlement to produced volumes. These described changes are included
 
in the revisions and improved
recovery category in the tables that follow in this report.
The principles for booking proved gas reserves are limited to contracted gas sales or gas with
 
access to a robust gas market.
Equinor prepares its disclosures for oil and gas reserves and certain other supplemental oil and gas disclosures
 
by geographical area,
as required by the SEC. The geographical areas are defined by country and continent. In 2023
 
these are Norway, Eurasia excluding
Norway, Africa, the USA and the Americas excluding USA.
In Norway and other countries where there is a reasonable certainty that the authorities will approve
 
the plan for development and
operation (PDO), Equinor recognises reserves as proved undeveloped reserves when the PDO is submitted
 
to the authorities.
Otherwise, reserves are generally booked as proved undeveloped reserves when regulatory approval is
 
received, or when such
approval is imminent. Undrilled well locations in onshore assets in the USA are generally booked
 
as proved undeveloped reserves
when a development plan has been adopted and the well locations are scheduled to be drilled
 
within five years.
Approximately 83% of Equinor’s proved reserves are located in countries that
 
are members of the Organisation of Economic Co-
Operation and Development (OECD). Norway is by far the most important contributor in this
 
category, followed by the USA. Of
Equinor's total proved reserves, 5% are related to PSAs in non-OECD countries such as Angola, Brazil, Azerbaijan, Algeria,
 
Libya and
Nigeria. Other proved non-OECD reserves are related to concession fields in Brazil and Argentina,
 
representing together 12% of
Equinor's total proved reserves.
1
 
Volumes related to the planned exit from Azerbaijan are included in the proved oil and gas reserves at year end 2023.
exhibit155p6i0
Equinor 2023 Oil and gas reserves report
 
6
1
 
Volumes related to the planned exit from Azerbaijan are included in the proved oil and gas reserves at year end 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
exhibit155p7i0 exhibit155p7i1
Equinor 2023 Oil and gas reserves report
 
7
Changes in proved reserves in 2023
The total volume of proved reserves increased by 23 million boe in 2023.
Change in proved reserves
For the year ended 31 December
(in million boe)
2023
2022
2021
Revisions and improved recovery
 
232
344
596
Extensions and discoveries
507
278
306
Purchases of reserves-in-place
31
36
-
Sales of reserves-in-place
(35)
(128)
(96)
Total reserve additions
734
530
806
Production
(711)
(695)
(710)
Net change in proved reserves
23
(165)
96
Revisions and improved recovery
Revisions of previously booked reserves, including the effect of improved recovery, increased the proved reserves by
 
net 232 million boe in 2023. The increase is the result of
366 million boe in positive revisions and increased recovery, partially offset
by 135 million boe in negative revisions. Many producing assets had positive revisions due to better performance,
 
new drilling targets
and improved recovery measures, as well as reduced uncertainty due to further drilling and
 
production experience. Increased
entitlement volumes from several fields with PSAs added to the positive revisions. The negative revisions
 
were mainly related to
unforeseen events and operational challenges resulting in reduced production potential on
 
some assets. The negative revisions also
included a direct effect of lower commodity prices, decreasing the proved reserves by approximately 17 million boe
 
through decreased
economic lifetime on several assets.
Extensions and discoveries
A total of 507 million boe of new proved reserves were added through extensions and
 
discoveries.
 
The Raia field in Brazil, the
Rosebank field in the United Kingdom (UK) and the Sparta field in the USA are the main
 
contributors in this category and are included
in the proved reserves for the first time this year. In addition, this category includes extension of the proved area through continuous
drilling of new wells in previously undrilled areas in the Appalachian basin assets in the
 
USA and in Argentina.
Purchases and sales of reserves-in-place
A total of 31 million boe of proved reserves were added through the purchase of Suncor Energy
 
UK Limited in 2023 which included a
working interest in the producing Buzzard field.
A
total of 35 million boe of sales of reserves-in-place in 2023 are related to
the sale of a 28% working interest in the Statfjord area on
the Norwegian continental shelf (NCS) and the sale of our interests in the Corrib field in Ireland.
Equinor 2023 Oil and gas reserves report
 
8
In the fourth quarter of 2023, Equinor entered into an agreement to divest our interests
 
in the Azeri-Chirag-Gunashli (ACG) field in
Azerbaijan. Closing is subject to regulatory and contractual approvals and is expected to
 
take place in mid 2024. The sale will result in
an estimated reduction in proved reserves of approximately 45 million boe.
Production
The 2023 entitlement production was 711 million boe, compared to 695 million boe in 2022. The increase was mainly due to ramp up
to plateau production at the Johan Sverdrup field in Norway and the Peregrino field in
 
Brazil.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
9
Development of reserves
 
In 2023, 325 million boe were matured from proved undeveloped to proved developed reserves mainly due
 
to continued drilling in
major offshore assets, Johan Sverdrup being the largest contributor, and in the Appalachian basin in the USA. The production start of
Vito in the USA in addition to Breidablikk and Bauge in Norway added to the maturation of proved undeveloped
 
reserves. The positive
revision and improved recovery of proved undeveloped reserves of 90 million boe is related to large
 
offshore fields in Norway such as
the Oseberg area, Visund, Johan Sverdrup and Snorre due to continued high activity level and planned
 
future infill wells. Finally, 475
million boe was added to proved undeveloped reserves through extensions and discoveries. The
 
largest additions in this category are
related to the sanctions of Raia in Brazil, Rosebank in the UK and Sparta
 
in the USA, in addition to further development in the
Appalachian basin.
 
In 2022, 241 million boe were matured from proved
undeveloped to proved developed reserves. Continued
drilling in the Appalachian basin in the USA and on
major offshore assets in addition to the production
start of Askeladd (Snøhvit), Johan Sverdrup Phase
2 and Peregrino Phase 2 contributed to the major
portion of maturation of proved undeveloped to proved
developed reserves in 2022. Smaller volumes are
related to individual assets world-wide. The positive
revision and improved recovery of proved developed
reserves of 322 million boe is related to increased
economic lifetime at some fields, increased activity
levels, higher commodity prices and implementation
of improved recovery projects. Finally, 256 million boe
was added to proved undeveloped reserves through
extensions and discoveries, the largest of these being
Munin and Halten Øst in Norway, in addition to further
development in the Appalachian basin in the USA.
In 2021, 881 million boe were matured from proved undeveloped to proved developed reserves. Production
 
start of the Troll Phase 3
project and the Martin Linge field added more than 600 million boe to the proved
 
developed reserves. Continued drilling in the
Appalachian basin in the USA and in the Oseberg, Johan Sverdrup, and Snorre fields in Norway
 
increased the proved developed
reserves by 180 million boe during 2021. The
remaining 100 million boe of the matured volume was related to a wide range of
activities on assets world-wide. The positive revisions of both proved developed reserves of
 
471 million boe and proved undeveloped
reserves of 125 million boe were related to higher commodity prices, increasing economic lifetime
 
at some fields, as well as increased
activity levels. Undeveloped extensions and discoveries of 269 million boe were dominated by the onshore
 
assets in the Appalachian
basin and in Argentina, together with the Bacalhau field in Brazil and the Johan Castberg field
 
in Norway.
Equinor has matured 2,123 million boe of proved undeveloped reserves to proved developed
 
reserves over the last five years.
 
Development of proved reserves
2023
2022
2021
(in million boe)
Total
proved
reserves
Developed
Undeveloped
Total
proved
reserves
Developed
Undeveloped
Total
proved
reserves
Developed
Undeveloped
At 1 January
5,191
3,672
1,519
5,356
3,818
1,538
5,260
3,222
2,038
Revisions and improved
recovery
232
141
90
344
322
22
596
471
125
Extensions and discoveries
507
31
475
278
22
256
306
37
269
Purchases of reserves-in-place
31
31
1
36
29
7
-
-
-
Sales of reserves-in-place
(35)
(30)
(5)
(128)
(66)
(62)
(96)
(83)
(13)
Production
(711)
(711)
-
(695)
(695)
-
(710)
(710)
-
Moved from undeveloped to
developed
-
325
(325)
-
241
(241)
-
881
(881)
At 31 December
5,214
3,459
1,755
5,191
3,672
1,519
5,356
3,818
1,538
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
10
Proved developed and undeveloped reserves
At 31 December 2023
Oil and
condensate
NGL
Natural gas
Total oil and
gas
 
(mmboe)
(mmboe)
(mmmcf)
(mmboe)
Developed
Norway
720
124
9,131
2,470
Eurasia excluding Norway
57
1
16
61
Africa
107
7
70
126
USA
201
51
1,859
583
Americas excluding USA
211
-
42
219
Total proved developed reserves
1,296
182
11,118
3,459
Undeveloped
Norway
426
57
2,175
871
Eurasia excluding Norway
156
2
55
168
Africa
16
1
4
18
USA
79
10
408
162
Americas excluding USA
410
-
710
537
Total proved undeveloped reserves
1,089
69
3,353
1,755
Total proved reserves
2,384
251
14,471
5,214
As of 31 December 2023, the total proved undeveloped reserves amounted to 1,755 million boe,
 
close to 50% of which are related to
fields in Norway. The Oseberg area, Snøhvit and Johan Sverdrup fields, which have continuous development activities, together with
fields not yet in production, such as Johan Castberg, Munin and Ormen Lange Phase
 
3, have the largest proved undeveloped
reserves in Norway. The largest assets with proved undeveloped reserves outside Norway, are Raia, Bacalhau, Peregrino and
Roncador in Brazil, Rosebank and Mariner in the UK, Sparta and the Appalachian
 
basin in the USA, and ACG in Azerbaijan. All these
assets are either currently in the production phase or will start production within the next five
 
years.
For assets with proved reserves where production has not yet started, investment decisions have
 
already been sanctioned and
investments in infrastructure and facilities have commenced. There are no material development
 
projects, that would require a
separate future investment decision by management, included in our proved reserves estimates.
 
Some offshore development
activities will take place more than five years from the disclosure date on many assets, but these
 
are mainly related to incremental
type of spending, such as drilling of additional wells from existing facilities, in order
 
to secure continued production.
For projects under development, the Covid-19 pandemic impacted the progress due to personnel
 
limitations on offshore as well as
onshore facilities and yards. The pandemic has delayed production start at the Johan Castberg
 
field in Norway. The field was
originally planned to start production in 2022, four years after the field development was
 
sanctioned,
 
but the start-up is delayed to the
fourth quarter of 2024.
For our onshore assets, all proved undeveloped reserves are limited to wells that are scheduled to
 
be drilled within five years.
In 2023, Equinor incurred USD 8.1 billion in development costs relating to assets carrying
 
proved reserves, of which USD 6.7 billion
was related to proved undeveloped reserves.
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
11
Reserves replacement
The reserves replacement ratio is defined as the net amount of proved reserves added for a given period divided
 
by produced
volumes in the same period.
The 2023 reserves replacement ratio was 103%
 
and the corresponding three-year average was 98%, compared to 76% and 62%
respectively at the end of 2022.
The organic reserves replacement ratio, excluding sales and purchases, was 104% in 2023 compared to
 
89% in 2022. The organic
three-year average replacement ratio was 107% at the end of 2023
 
compared to 70% at the end of 2022.
Reserves replacement ratio
For the year ended 31 December
2023
2022
2021
Annual
103%
76%
113%
Three-year-average
98%
62%
61%
 
exhibit155p12i0
Equinor 2023 Oil and gas reserves report
 
12
Proved reserves by region
Proved reserves in Norway
A total of 3,341 million boe was recognised as proved reserves on the NCS, representing
 
64% of Equinor's total proved reserves at
year end 2023. Of these, 2,923 million boe are related to fields and field areas
 
currently in production, 95% of which is operated by
Equinor.
Production experience, further drilling and improved recovery on many of Equinor’s
 
producing fields contributed with positive revisions
of 241 million boe in 2023. Negative revisions totalled 85 million boe and were mainly
 
related to reduced well performance as well as
operational challenges on some fields, and lower commodity prices. A total of 25 million boe of sales
 
of reserves-in-place are related
to the sale of a 28% working interest in the Statfjord area.
Of total proved reserves on the NCS, 2,470 million boe (74%) are proved developed reserves at
 
year end 2023. Of the total proved
reserves in this region, 60% are gas reserves mainly related to large fields such as Troll, the Oseberg area, Snøhvit, Ormen
 
Lange,
Visund, Tyrihans and Aasta Hansteen, and 40% are liquid reserves mainly related to large fields such as Johan Sverdrup, Johan
Castberg, Snorre, the Oseberg area, the Gullfaks area and Munin.
 
Proved reserves in Eurasia excluding Norway
A total of 229 million boe was recognised as proved reserves in the UK and Azerbaijan
2
 
at year end 2023. Eurasia excluding Norway
represents 4% of Equinor's total proved reserves. All fields in this region except for Rosebank are in the
 
production phase at year end.
The sanctioning of the Rosebank field in 2023 added a total of 117 million boe in the extensions and discoveries category. A total of
31 million boe of new proved reserves were added through the purchase of Suncor Energy UK
 
Limited in 2023 which included a
working interest in the producing Buzzard field. The sale of our interest in the Corrib field in Ireland in
 
2023 resulted in a reduction of
proved reserves of 11 million boe.
Of total proved reserves in Eurasia excluding Norway,
 
61 million boe (27%) are proved developed reserves at year end 2023. Of the
total proved reserves in this region, 94% are liquid reserves mainly related to larger fields such as Rosebank,
 
ACG and Mariner, and
6% are gas reserves mainly related to the Rosebank field and the UK part of the Statfjord
 
field.
2
 
Volumes related to the planned exit from Azerbaijan are included in the proved oil and gas reserves at year end 2023.
exhibit155p13i0 exhibit155p13i1
Equinor 2023 Oil and gas reserves report
 
13
 
Proved reserves in Africa
A total of 144 million boe was recognised as proved reserves in PSAs in Angola, Algeria,
 
Libya and Nigeria at year end 2023. Angola
and Algeria are the primary contributors to the proved reserves in this region. Africa represents
 
3% of Equinor's total proved reserves.
All fields in this region are currently producing.
Net positive revisions increased the proved reserves by 34 million boe in 2023, mainly
related to positive reservoir performance and new wells.
Lower commodity prices increased the proved reserves in Africa by 9 million
boe due to increased entitlement to produced volumes.
Of total proved reserves in Africa, 126 million boe (88%) are proved developed reserves at year end 2023. Of the
 
total proved
reserves in this region,
 
91% are liquid reserves mainly related to large oil fields such as CLOV,
 
Agbami and In Amenas,
 
and 9% are
gas reserves related to the In Salah field.
 
Proved reserves in the USA
A total of 745 million boe was recognised as proved reserves related to both onshore and offshore assets in the
 
USA at year end
2023. The USA represents 14% of Equinor's total proved reserves. All assets in this region except for Sparta
 
are in the production
phase at year end.
Most of the onshore and offshore assets in the USA are mature assets and on decline. New wells
 
extending the
proved areas in the USA onshore assets and the sanctioning of the Sparta field in 2023,
 
added a total of 147 million boe in the
extensions and discoveries category. The revisions and improved recovery category increased the proved reserves by net 18 million
boe. Better performance on some fields in the Gulf of Mexico area increased the proved reserves
 
by 62 million boe, while reduced
activity level on some onshore assets in the USA reduced the proved reserves by 44 million
 
boe.
Of total proved reserves in the USA, 583 million boe (78%) are proved developed reserves at year
 
end 2023. Of the total proved
reserves in this region,
 
54% are gas reserves mainly related to the Appalachian basin, and 46% are liquid reserves mainly
 
related to
the offshore fields Sparta, Caesar-Tonga and St. Malo in addition to the Appalachian basin.
exhibit155p14i0
Equinor 2023 Oil and gas reserves report
 
14
 
exhibit155p15i0
Equinor 2023 Oil and gas reserves report
 
15
Proved reserves in the Americas excluding USA
A total of 756 million boe was recognised as proved reserves in the Americas excluding
 
USA at year end 2023. Four fields are located
offshore Brazil, two fields offshore Canada and one field onshore in Argentina. The Americas excluding USA
 
represents 14% of
Equinor's total proved reserves. All fields in this region except for Bacalhau and Raia are in the production
 
phase at year end. The
sanctioning of the Raia field in 2023, added a total of 215 million boe in the extensions
 
and discoveries category.
 
Of total proved reserves in the Americas excluding USA, 219 million boe (29%) are proved developed reserves
 
at year end 2023. Of
the total proved reserves in this region, 82% are liquid reserves mainly related to large oil fields
 
such as Bacalhau, Peregrino,
 
Raia
and Roncador, and 18% are gas reserves mainly related to the Raia field.
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
16
Preparation of reserves estimates
Equinor's annual reporting process for proved reserves is coordinated by a central corporate reserves management
 
(CRM) team
consisting of qualified professionals in geosciences, reservoir and production technology and financial
 
evaluation. The team has an
average of 26 years' experience in the oil and gas industry. CRM reports to the senior vice president of accounting and financial
compliance in the Chief financial officer organisation and is independent of the exploration and production business
 
areas. All the
reserves estimates have been prepared by Equinor's technical staff.
Although the CRM team reviews the information centrally, each asset team is responsible for ensuring compliance with the
requirements of the SEC and Equinor's corporate standards. Information about proved oil and gas
 
reserves, standardised measures
of discounted net cash flows related to proved oil and gas reserves and other information related
 
to proved oil and gas reserves, is
collected from the local asset teams and checked by CRM for consistency and conformity with
 
applicable standards. The final
numbers for each asset are quality-controlled and approved by the responsible asset managers,
 
before aggregation to the required
reporting level by CRM.
The person with primary responsibility for overseeing the preparation of the reserves estimates is
 
the manager of the CRM team. The
person who currently holds this position has a bachelor's degree in earth sciences from the University
 
of Gothenburg, and a master's
degree in petroleum exploration and exploitation from Chalmers University of Technology in Gothenburg, Sweden. She has 38 years'
experience in the oil and gas industry, 37 of them with Equinor. She is a member of the Society of Petroleum Engineering (SPE) and
of the UNECE Expert Group on Resource Management (EGRM).
 
DeGolyer and MacNaughton report
Petroleum engineering consultants DeGolyer and MacNaughton have carried out an independent
 
evaluation of Equinor’s
 
proved
reserves as of 31 December 2023 using data provided by Equinor. The evaluation accounts for 100% of Equinor's proved reserves.
The aggregated net proved reserves estimates prepared by DeGolyer and MacNaughton do not
 
differ materially from those prepared
by Equinor when compared on the basis of net equivalent barrels.
A report of third party summarising this evaluation is included as Exhibit 15.3 in the annual report
 
on Form 20-F for 2023.
Net proved reserves
Oil and
condensate
NGL/LPG
Natural gas
Oil equivalent
 
At 31 December 2023
(mmboe)
(mmboe)
(mmmcf)
(mmboe)
Estimated by Equinor
2,384
251
14,471
5,214
Estimated by DeGolyer and MacNaughton
2,447
280
15,105
5,418
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
17
Operational statistics
Developed and undeveloped oil and gas acreage
Total
 
gross and net developed and undeveloped oil and gas acreage, in which Equinor had interests
 
at 31 December 2023, are
presented in the table below.
Total developed and undeveloped oil and gas acreage
At 31 December 2023 (in thousands of acres)
Norway
Eurasia
excluding
Norway
Africa
USA
Americas
excluding
USA
Total
Developed acreage
 
- gross
1
913
45
847
404
259
2,468
- net
2
367
14
267
100
63
811
Undeveloped acreage
 
- gross
1
9,694
1,555
7,154
1,647
22,223
42,274
- net
2
4,609
813
2,372
676
9,919
18,389
1) A gross value reflects the acreage in which
 
Equinor has a working interest.
2) The net value corresponds to the sum of
 
the fractional working interests owned by
 
Equinor in the same acreage.
Equinor’s largest concentrations of net developed acreage in Norway are
 
in the Troll, Oseberg Area, Snøhvit, Ormen Lange and
Johan Sverdrup fields. In Africa, the Algerian gas development projects In Amenas and In Salah
 
represent the largest concentrations
of net developed acreage. In the USA, the Appalachian basin assets represent the largest
 
net developed acreage.
The largest concentration of net undeveloped acreage is in Argentina, which represents 35% of
 
Equinor’s total net undeveloped
acreage, followed by Norway and Canada.
 
Equinor holds acreage in numerous concessions, blocks and leases. The terms and conditions regarding
 
expiration dates vary
significantly from property to property. Work programs are designed to ensure that the exploration potential of any property is fully
evaluated before expiration.
 
Acreage related to several of these concessions, blocks and leases are scheduled to expire within the
 
next three years. Most of the
undeveloped acreage that will expire within the next three years, is related to early exploration
 
activities where no production is
expected in the foreseeable future. The expiration of these concessions, blocks and leases will
 
therefore not have any material impact
on our proved reserves. Any acreage which has already been evaluated to be non-profitable may be relinquished
 
prior to the current
expiration date. In other cases, Equinor may decide to apply for an extension if more time is
 
needed to fully evaluate the potential of
the properties. Historically, Equinor has generally been successful in obtaining such extensions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
18
Productive oil and gas wells
The number of gross and net productive oil and gas wells, in which Equinor had interests
 
at 31 December 2023, are presented in the
table below.
The gross and net number of oil wells has increased from last year mainly due to the purchase of
 
Suncor Energy UK Limited which
included a working interest in the producing Buzzard field and continued drilling in Argentina.
 
The gross and net number of gas wells
has increased from last year mainly due to continued drilling in the Appalachian basin onshore
 
assets in the USA.
The total gross number of productive wells at year end 2023 includes 324 oil wells and 13 gas wells
 
with multiple completions or wells
with more than one branch.
Number of productive oil and gas wells
At 31 December 2023
Norway
Eurasia
excluding
Norway
Africa
USA
Americas
excluding
USA
Total
Oil wells
- gross
1
784
201
482
78
266
1811
- net
2
312
47
74
25
80
538
Gas wells
- gross
1
240
0
119
2572
0
2931
- net
2
105
0
46
493
0
644
1) A gross value reflects the number of wells in which
 
Equinor owns a working interest.
2) The net value corresponds to the sum of
 
the fractional working interests owned by
 
Equinor in the same gross wells.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
19
Net productive and dry oil and gas wells drilled
The following table presents the number of net productive and dry exploratory and development oil and
 
gas wells drilled and
completed or abandoned over the past three years. Productive wells include exploratory wells
 
in which hydrocarbons were
discovered, and where drilling or completion has been suspended pending further evaluation. A dry well is
 
a well found to be
incapable of producing sufficient quantities to justify completion as an oil or gas well. Dry development wells
 
are mainly injector wells,
but also include drilled and permanently abandoned wells.
Number of net productive and dry oil and gas wells drilled
1
Norway
Eurasia
 
excluding
Norway
Africa
USA
Americas
excluding
USA
Total
Year 2023
Net productive and dry exploratory wells drilled
10.0
-
-
1.4
2.0
13.5
- Net dry exploratory wells
4.4
-
-
0.9
-
5.3
- Net productive exploratory wells
5.7
-
-
0.5
2.0
8.1
Net productive and dry development wells drilled
34.8
4.7
5.6
25.3
13.7
84.1
- Net dry development wells
1.1
1.4
0.5
0.6
1.7
5.2
- Net productive development wells
33.6
3.3
5.1
24.8
12.0
78.9
Year 2022
Net productive and dry exploratory wells drilled
6.7
-
0.3
0.5
5.1
12.6
- Net dry exploratory wells
4.5
-
0.2
0.5
2.1
7.3
- Net productive exploratory wells
2.2
-
0.1
-
3.0
5.3
Net productive and dry development wells drilled
35.4
5.4
4.0
27.6
12.3
84.7
- Net dry development wells
6.4
1.8
0.9
-
0.1
9.2
- Net productive development wells
28.9
3.6
3.1
27.6
12.2
75.5
Year 2021
Net productive and dry exploratory wells drilled
7.4
0.5
-
-
0.6
8.5
- Net dry exploratory wells
4.0
0.5
-
-
0.6
5.0
- Net productive exploratory wells
3.5
-
-
-
-
3.5
Net productive and dry development wells drilled
38.8
26.6
2.0
19.7
8.5
95.6
- Net dry development wells
8.3
8.6
0.4
-
0.4
17.8
- Net productive development wells
30.5
18.0
1.5
19.7
8.1
77.8
1) The net value corresponds to the sum of
 
the fractional working interests owned by
 
Equinor in the same gross wells.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
20
Exploratory and development drilling in process
The following table presents the number of gross and net exploratory and development oil and gas wells in the
 
process of being
drilled, or drilled but not yet put on stream at 31 December 2023.
Number of wells in progress
At 31 December 2023
Norway
Eurasia
excluding
Norway
Africa
USA
Americas
excluding
USA
Total
Exploratory wells
- gross
1
3.0
-
-
1.0
1.0
5.0
- net
2
1.3
-
-
0.5
0.4
2.1
Development wells
- gross
1
27.0
10.0
10.0
47.0
45.0
139.0
- net
2
11.2
3.4
2.6
4.3
13.8
35.3
1) A gross value reflects the number of wells in which
 
Equinor owns a working interest.
2) The net value corresponds to the sum of
 
the fractional working interests owned by Equinor
 
in the same gross wells.
Delivery commitments
Equinor is responsible for managing, transporting and selling the Norwegian State's oil and gas from the NCS
 
on behalf of the
Norwegian State's direct financial interest (SDFI). These reserves are sold in conjunction with Equinor’s
 
own reserves. As part of this
arrangement, Equinor delivers gas to customers under various types of sales contracts. In order
 
to meet the commitments, a field
supply schedule is utilised to ensure the highest possible total value for Equinor and SDFI's
 
joint portfolio of oil and gas.
Equinor’s and SDFI's delivery commitments under bilateral agreements for the calendar years
 
2024, 2025, 2026
 
and 2027
 
expressed
as the sum of expected gas off-take, are equal to 50.6, 39.5, 26.8 and 18.7 bcm, respectively.
Equinor’s currently developed gas reserves on the NCS are more than sufficient to meet
 
our share of these commitments for the next
four years.
Any remaining volumes after covering our delivery commitments under the bilateral agreements, will be sold through
 
trading activities
at the hubs.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
21
Entitlement production
The following tables present Equinor's Norwegian and international entitlement production of oil, condensate, NGL
 
and natural gas for
the periods indicated. The stated production volumes are the volumes to which Equinor is entitled,
 
pursuant to conditions laid down in
licence agreements and PSAs. The production volumes are net of royalty oil paid in-kind, and of gas used for
 
fuel and flaring.
Production is based on proportionate participation in assets with multiple owners and does not include
 
production of the Norwegian
State's oil and gas. NGL includes both LPG and naphtha. From 2023 all our assets are classified
 
as consolidated companies. For
further information on production volumes see section Terms and abbreviations.
Entitlement production
Consolidated companies
Equity accounted
Norway
Eurasia
excluding
Norway
Africa
USA
Americas
excluding
USA
Subtotal
Eurasia
excluding
Norway
Americas
excluding
USA
Subtotal
Total
Oil and condensate (mmboe)
2023
202
15
32
40
39
327
-
-
-
327
2022
188
11
32
33
23
287
1
3
4
291
2021
200
15
32
37
19
303
5
2
7
310
NGL (mmboe)
2023
29
0
2
10
-
42
-
-
-
42
2022
34
0
2
8
-
45
-
-
-
45
2021
38
0
3
9
-
49
-
-
-
49
Natural gas (mmmcf)
2023
1,515
5
32
357
11
1,920
-
-
-
1,920
2022
1,608
23
28
346
7
2,012
0
2
3
2,015
2021
1,500
20
41
396
8
1,966
3
1
5
1,971
Sum of oil, condensate, NGL and natural gas
 
(mmboe)
2023
501
16
40
114
41
711
-
-
-
711
2022
508
16
40
103
24
691
1
3
5
695
2021
505
18
42
117
20
703
6
2
8
710
The Troll field in Norway is the only field containing more than 15% of the estimated total proved reserves based
 
on barrels of oil
equivalent.
 
For the year ended 31 December
Troll entitlement production
2023
2022
2021
Troll field
 
Oil and condensate (mmboe)
4
7
8
NGL (mmboe)
2
2
2
Natural gas (mmmcf)
399
427
403
Sum of oil, condensate, NGL and natural gas
 
(mmboe)
78
85
82
Equinor 2023 Oil and gas reserves report
 
22
Supplementary oil and gas information (unaudited)
In accordance with the US Financial Accounting Standards Board Accounting Standards
 
Codification "Extractive Activities - Oil and
Gas" (Topic 932), Equinor is reporting certain supplemental disclosures about oil and gas exploration and production operations.
While this information is developed with reasonable care and disclosed in good faith, it is
 
emphasised that some of the data is
necessarily imprecise and represents only approximate amounts because of the subjective judgement
 
involved in developing such
information. Accordingly, this information may not necessarily represent the present financial condition of Equinor or its expected
future results.
For further information regarding the reserves estimation requirement, see note 12 Property, plant and equipment - Estimation
uncertainty regarding determining oil and gas reserves and Estimation uncertainty; Proved oil and
 
gas reserves in the annual report
on Form 20-F for 2023.
There have been no incidents since 31 December 2023, which would cause a significant change in the
 
estimated proved reserves or
any other numbers presented in this report.
Proved oil and gas reserves
Equinor's proved oil and gas reserves have been estimated by its qualified professionals in accordance
 
with industry standards under
the requirements of the SEC, Rule 4-10 of Regulation S-X. Statements of reserves
 
are forward-looking statements. Proved oil and gas
reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering
 
data, can be estimated with reasonable
certainty to be economically producible—from a given date forward, from known reservoirs,
 
and under existing economic conditions,
operating methods, and government regulations—prior to the time at which contracts providing
 
the right to operate expire, unless
evidence indicates that renewal is reasonably certain, regardless of whether deterministic or
 
probabilistic methods are used for the
estimation. The project to extract the hydrocarbons must have commenced or the operator must
 
be reasonably certain that it will
commence the project within a reasonable time.
The determination of these proved reserves is part of an ongoing process subject to
 
continual revision as additional information
becomes available. Estimates of proved reserves quantities are dynamic and change over time
 
as new information becomes
available. Moreover, identified reserves and contingent resources that may become proved in the future are excluded from the
estimates of proved reserves.
Equinor's estimated proved reserves are recognised under various forms of contractual agreements, including PSAs
 
where Equinor's
share of reserves can vary due to commodity prices or other factors. Reserves from agreements such as PSAs
 
are based on the
volumes to which Equinor has access (cost oil and profit oil), limited to available market access.
 
At 31 December 2023, 5% of total
proved reserves were related to such agreements, representing 10% of the oil, condensate and NGL reserves
 
and 1% of the gas
reserves. This compares with 5% and 6% of total proved reserves for 2022 and 2021, respectively. Net entitlement oil and gas
production from fields with such agreements was 44 million boe during 2023, compared to 44 million
 
boe for 2022 and 49 million boe
for 2021. Equinor participates in such agreements in Algeria, Angola, Azerbaijan, Brazil,
 
Libya and Nigeria.
Equinor is recording, as proved reserves, volumes equivalent to our tax liabilities under negotiated fiscal
 
arrangements (PSAs) where
the tax is paid on behalf of Equinor. Reserves are net of royalty volumes in the USA and net of royalty paid in-kind in PSA fields. The
estimated proved reserves do not include quantities consumed during production.
Rule 4-10 of Regulation S-X requires that the estimation of reserves shall be based on existing economic
 
conditions, including a 12-
month average price determined as an unweighted arithmetic average of the first-of-the month price for each month
 
within the
reporting period, unless prices are defined by contractual arrangements. Volume weighted average prices for the total Equinor
portfolio, and the Brent blend price, are presented in the following table:
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
23
Volume weighted average prices
 
Brent blend
Oil
Condensate
NGL
Natural gas
 
At 31 December
(USD/boe)
(USD/boe)
(USD/boe)
(USD/boe)
(USD/mmbtu)
2023
83.27
80.86
72.70
40.27
11.02
2022
101.24
100.30
90.79
56.23
30.66
2021
69.22
67.61
65.02
47.17
11.89
Lower commodity prices affected the profitable reserves to be recovered from accumulations, resulting in decreased
 
proved reserves.
The negative revisions due to lower prices are in general a result of earlier economic cut-off. For PSA
 
fields the effect of lower prices
is to some degree offset by increased entitlement to the reserves. These changes are all included in the revision
 
category, resulting in
a net decrease of Equinor’s estimated proved reserves at year end.
From the NCS, Equinor is responsible for managing, transporting and selling the Norwegian State's
 
oil and gas on behalf of the SDFI.
These volumes are sold in conjunction with the Equinor reserves. As part of this arrangement, Equinor
 
delivers and sells gas to
customers in accordance with various types of sales contracts on behalf of the SDFI. In order
 
to fulfil the commitments, Equinor
utilises a field supply schedule which provides the highest possible total value for the joint
 
portfolio of oil and gas between Equinor and
the SDFI.
Equinor and the SDFI receive income from the joint gas sales portfolio based upon their respective
 
share in the supplied volumes. For
sales of the SDFI gas, to Equinor and to third parties, the payment to the Norwegian State is
 
based on achieved prices, a net back
formula calculated price or market value. All of the Norwegian State's oil and NGL is acquired by Equinor. The price Equinor pays to
the SDFI for the crude oil is based on market reflective prices. The prices for NGL
 
are either based on achieved prices, market value
or market reflective prices. The regulations of the owner's instruction may be changed or withdrawn
 
by the Equinor ASA's general
meeting.
Topic 932 requires the presentation of reserves and certain other supplemental oil and gas disclosures to be by geographic area,
defined as country or continent containing 15% or more of total proved reserves. At 31 December
 
2023, Norway is the only country in
this category, with 64% of the total estimated proved reserves. The USA contains close to 15% of the total proved reserves at 31
December 2023 and has been close to this level for several years. Management has therefore
 
determined that the most meaningful
presentation of geographical areas in 2023 would be Norway, the USA, and the continents of Eurasia excluding Norway, Africa, and
Americas excluding USA.
Proved reserves movements
The largest relative changes in the proved reserves within a geographic area compared to the
 
previous year for each of the last three
years, are summarised below. All changes shown in the table Net proved reserves (in million boe) that represent 10% or more of the
net estimated proved reserves in million boe at the beginning of each year are discussed.
Proved reserves movements 2023
Eurasia excluding Norway
The increase of 117 million boe in extensions and discoveries in Eurasia excluding Norway is the result of the sanctioning of the
Rosebank field in the UK. Purchase of reserves-in-place of 31 million boe is the result of the
 
purchase of Suncor Energy UK Limited
which included a working interest in the producing Buzzard field. Sale of reserves-in-place of
 
11 million boe is the result of the sale of
our share in the Corrib field in Ireland.
Africa
The increase of 34 million boe in the revisions and increased recovery category is the sum of several
 
smaller positive revisions on
most fields in this area, mainly related to positive reservoir performance and new planned wells.
 
Lower commodity prices also resulted
in an increase of 9 million boe through increased entitlement volumes, which is included in
 
this category.
USA
The increase of 147 million boe in extensions and discoveries in the USA is the result
 
of new wells drilled in previously unproven
areas in our onshore developments in the Appalachian basin assets and sanctioning of the Sparta
 
field in the Gulf of Mexico.
Americas excluding USA
The increase of 239 million boe in extensions and discoveries in the Americas excluding USA
 
is mainly the result of the sanctioning of
the Raia discovery offshore Brazil. This category also includes some additions through drilling of new wells
 
in previously unproven
areas in our onshore developments in Argentina and in the Roncador field in Brazil. From 2023
 
all our equity accounted assets in this
region have been reclassified to consolidated companies. This reclassification is presented as a negative revision
 
of 24 million boe of
reserves in the equity accounted assets, and as a positive revision of 24 million boe of reserves in the consolidated
 
companies.
Equinor 2023 Oil and gas reserves report
 
24
Proved reserves movements 2022
Eurasia excluding Norway
The net decrease of 14 million boe in revisions and improved recovery in Eurasia excluding
 
Norway is the combined effect of mainly
negative revisions based on reduced production potential, and reduced entitlement volumes resulting from higher
 
commodity prices.
Purchase of the UK part of the Statfjord field is the main reason for the increase of
 
15 million boe through purchases of reserves-in-
place in this area. Exit from our Russian joint arrangements reduced the proved reserves in
 
both consolidated (10 million boe) and
equity accounted (76 million boe) companies and is included as a sale of reserves-in-place.
Africa
The net effect of revisions and improved recovery of 29 million boe in Africa is the combined effect of 46 million
 
boe in positive
revisions resulting from both longer economic lifetime with higher commodity prices as well as extended contract
 
and longer technical
lifetime on some fields, and negative revisions of 17 million boe related to reduced entitlement
 
volumes with higher commodity prices.
 
USA
The increase of 89 million boe in extensions and discoveries in the USA is the result of new wells
 
drilled in previously unproven areas
in our onshore developments in the Appalachian basin assets.
Americas excluding USA
The increase of 9 million boe in extensions and discoveries in the Americas excluding USA
 
is the result of new wells drilled in
previously unproven areas in our onshore developments in Argentina.
Proved reserves movements 2021
Norway
The increase of 465 million boe in revisions and improved recovery in Norway was the combined
 
effect of positive revisions following
increased certainty in the ultimate recovery at many fields, prolonged economic lifetime at
 
several fields due to higher commodity
prices, and decisions to install low pressure production facilities increasing the future recovery
 
at the Oseberg and Ormen Lange
fields.
Eurasia excluding Norway
The net decrease of 16 million boe in equity accounted assets in the revisions and improved recovery
 
category was related to proved
reserves in Russia, where negative revisions of 35 million boe due to reduced production
 
potential in some areas was partially offset
by positive revisions based on increased certainty in the expected ultimate recovery in other
 
areas.
USA
The increase of 78 million boe in revisions and improved recovery was the combined effect of positive revisions following increased
certainty in the ultimate recovery, and prolonged economic lifetime at several fields mainly due to higher commodity prices. Sales of
reserves-in-place of 89 million boe was a result of the divestment of our interests in the Bakken
 
assets which was completed in 2021.
Americas excluding USA
The increase of 62 million boe in revisions and improved recovery was mainly related to proved reserves
 
in Brazil and is the combined
effect of positive revisions following increased certainty in the ultimate recovery, and prolonged economic lifetime due to higher
commodity prices. The increase of 210 million boe in extensions and discoveries was the result of sanctioning
 
of the Bacalhau
development in Brazil, and the 14 million boe of equity accounted additions in the same
 
category represent drilling of new wells in
previously unproven areas at the Bandurria Sur development in Argentina.
The following tables present the estimated oil, condensate, NGL and natural gas proved reserves at 31 December
 
2020 through 2023
and the changes therein. From 2023 all our assets are classified as consolidated companies.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
25
Consolidated companies
Equity accounted
Net proved oil and condensate
reserves
(in million boe)
Norway
Eurasia
excludin
g
Norway
1
Africa
USA
America
s
excludin
g USA
Subtotal
Eurasia
excludin
g
Norway
America
s
excludin
g USA
Subtotal
Total
At 31 December 2020
1,329
143
131
287
287
2,177
50
5
55
2,232
Revisions and improved recovery
153
(15)
18
23
61
240
17
0
17
257
Extensions and discoveries
14
0
-
1
210
225
2
12
14
239
Purchases of reserves-in-place
-
-
-
-
-
-
-
-
-
-
Sales of reserves-in-place
-
-
-
(57)
(6)
(63)
-
-
-
(63)
Production
(200)
(15)
(32)
(37)
(19)
(303)
(5)
(2)
(7)
(310)
At 31 December 2021
1,296
114
116
217
533
2,276
64
15
79
2,355
Revisions and improved recovery
133
(15)
40
32
3
192
0
(0)
(0)
192
Extensions and discoveries
67
-
-
1
-
68
-
7
7
75
Purchases of reserves-in-place
10
5
-
-
-
15
-
-
-
15
Sales of reserves-in-place
(25)
(10)
-
-
-
(35)
(62)
-
(62)
(97)
Production
(188)
(11)
(32)
(33)
(23)
(287)
(1)
(3)
(4)
(291)
At 31 December 2022
1,292
83
123
217
513
2,228
-
19
19
2,248
Revisions and improved recovery
2
67
7
30
52
33
190
-
(19)
(19)
170
Extensions and discoveries
0
106
1
51
114
273
-
-
-
273
Purchases of reserves-in-place
-
31
-
-
-
31
-
-
-
31
Sales of reserves-in-place
(12)
-
-
-
-
(12)
-
-
-
(12)
Production
(202)
(15)
(32)
(40)
(39)
(327)
-
-
-
(327)
At 31 December 2023
1,146
213
123
280
622
2,384
-
-
-
2,384
Proved developed oil and
condensate reserves
At 31 December 2020
654
54
110
217
202
1,237
8
5
13
1,249
At 31 December 2021
702
47
104
161
205
1,218
22
10
31
1,249
At 31 December 2022
731
35
107
161
203
1,236
-
12
12
1,249
At 31 December 2023
720
57
107
201
211
1,296
-
-
-
1,296
Proved undeveloped oil and
condensate reserves
At 31 December 2020
676
88
21
70
86
940
42
0
42
982
At 31 December 2021
594
67
13
56
328
1,058
42
5
47
1,105
At 31 December 2022
562
48
17
56
309
992
-
7
7
999
At 31 December 2023
426
156
16
79
410
1,089
-
-
-
1,089
1) Volumes related to the planned exit from Azerbaijan are included
 
in the proved oil and gas reserves
 
at year end 2023.
2) From 2023 all our equity accounted assets have
 
been reclassified to consolidated companies.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
26
Consolidated companies
Equity accounted
Net proved NGL reserves
 
(in million boe)
Norway
Eurasia
excludin
g
Norway
Africa
USA
America
s
excludin
g USA
Subtotal
Eurasia
excludin
g
Norway
America
s
excludin
g USA
Subtotal
Total
At 31 December 2020
208
0
17
53
-
278
-
-
-
278
Revisions and improved recovery
31
0
(1)
14
-
44
-
-
-
44
Extensions and discoveries
1
-
-
4
-
5
-
-
-
5
Purchases of reserves-in-place
-
-
-
-
-
-
-
-
-
-
Sales of reserves-in-place
-
-
-
(17)
-
(17)
-
-
-
(17)
Production
(38)
(0)
(3)
(9)
-
(49)
-
-
-
(49)
At 31 December 2021
202
0
14
45
-
261
-
-
-
261
Revisions and improved recovery
13
0
(3)
13
-
23
-
-
-
23
Extensions and discoveries
26
-
-
10
-
37
-
-
-
37
Purchases of reserves-in-place
4
3
-
-
-
7
-
-
-
7
Sales of reserves-in-place
(3)
-
-
-
-
(3)
-
-
-
(3)
Production
(34)
(0)
(2)
(8)
-
(45)
-
-
-
(45)
At 31 December 2022
209
3
8
60
-
280
-
-
-
280
Revisions and improved recovery
4
(1)
1
(1)
-
3
-
-
-
3
Extensions and discoveries
1
2
-
12
-
15
-
-
-
15
Purchases of reserves-in-place
-
-
-
-
-
-
-
-
-
-
Sales of reserves-in-place
(4)
-
-
-
-
(4)
-
-
-
(4)
Production
(29)
(0)
(2)
(10)
-
(42)
-
-
-
(42)
At 31 December 2023
180
3
7
61
-
251
-
-
-
251
Proved developed NGL reserves
At 31 December 2020
141
0
15
47
-
204
-
-
-
204
At 31 December 2021
160
0
12
37
-
209
-
-
-
209
At 31 December 2022
149
3
8
51
-
210
-
-
-
210
At 31 December 2023
124
1
7
51
-
182
-
-
-
182
Proved undeveloped NGL
reserves
At 31 December 2020
66
(0)
2
6
-
74
-
-
-
74
At 31 December 2021
42
-
2
8
-
52
-
-
-
52
At 31 December 2022
60
0
0
9
-
70
-
-
-
70
At 31 December 2023
57
2
1
10
-
69
-
-
-
69
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
27
Consolidated companies
Equity accounted
Net proved natural gas reserves
 
(in billion cf)
Norway
Eurasia
excludin
g
Norway
Africa
USA
America
s
excludin
g USA
Subtotal
Norway
Eurasia
excludin
g
Norway
America
s
excludin
g USA
Subtotal
Total
At 31 December 2020
12,714
49
227
2,171
7
15,169
-
264
3
267
15,436
Revisions and improved
recovery
1,576
46
(23)
231
7
1,837
-
(183)
1
(182)
1,656
Extensions and discoveries
23
-
-
313
-
337
-
-
11
11
348
Purchases of reserves-in-
place
-
-
-
-
-
-
-
-
-
-
-
Sales of reserves-in-place
-
-
-
(87)
-
(87)
-
-
-
-
(87)
Production
(1,500)
(20)
(41)
(396)
(8)
(1,966)
-
(3)
(1)
(5)
(1,971)
At 31 December 2021
12,813
75
163
2,233
6
15,289
-
78
14
92
15,381
Revisions and improved
recovery
720
3
(44)
23
11
713
-
0
6
6
720
Extensions and discoveries
494
-
-
434
-
928
-
-
9
9
937
Purchases of reserves-in-
place
41
40
-
-
-
81
-
-
-
-
81
Sales of reserves-in-place
(79)
-
-
-
-
(79)
-
(78)
-
(78)
(157)
Production
(1,608)
(23)
(28)
(346)
(7)
(2,012)
-
(0)
(2)
(3)
(2,015)
At 31 December 2022
12,380
94
91
2,344
10
14,920
-
-
26
26
14,946
Revisions and improved
recovery
1
480
(11)
16
(185)
53
353
-
-
(26)
(26)
327
Extensions and discoveries
11
52
-
465
700
1,228
-
-
-
-
1,228
Purchases of reserves-in-
place
-
-
-
-
-
-
-
-
-
-
-
Sales of reserves-in-place
(51)
(59)
-
-
-
(110)
-
-
-
-
(110)
Production
(1,515)
(5)
(32)
(357)
(11)
(1,920)
-
-
-
-
(1,920)
At 31 December 2023
11,306
72
74
2,267
752
14,471
-
-
-
-
14,471
Proved developed natural
gas reserves
At 31 December 2020
7,863
49
199
1,681
7
9,799
-
123
3
126
9,926
At 31 December 2021
11,145
75
145
1,845
5
13,217
-
19
9
28
13,244
At 31 December 2022
10,294
89
91
1,921
8
12,403
-
-
17
17
12,420
At 31 December 2023
9,131
16
70
1,859
42
11,118
-
-
-
-
11,118
Proved undeveloped natural
gas reserves
At 31 December 2020
4,851
0
28
490
-
5,369
-
141
0
141
5,510
At 31 December 2021
1,667
-
17
387
0
2,072
-
59
5
64
2,136
At 31 December 2022
2,087
5
-
423
2
2,517
-
-
9
9
2,526
At 31 December 2023
2,175
55
4
408
710
3,353
-
-
-
-
3,353
1) From 2023 all our equity accounted assets have
 
been reclassified to consolidated companies.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
28
Consolidated companies
Equity accounted
Net proved reserves
 
(in million boe)
Norway
Eurasia
excludin
g
Norway
1
Africa
USA
America
s
excludin
g USA
Subtotal
Eurasia
excludin
g
Norway
America
s
excludin
g USA
Subtotal
Total
At 31 December 2020
3,802
151
189
727
289
5,158
97
5
102
5,260
Revisions and improved recovery
465
(6)
13
78
62
611
(16)
1
(15)
596
Extensions and discoveries
19
0
-
61
210
290
2
14
16
306
Purchases of reserves-in-place
-
-
-
-
-
-
-
-
-
-
Sales of reserves-in-place
-
-
-
(89)
(6)
(96)
-
-
-
(96)
Production
(505)
(18)
(42)
(117)
(20)
(703)
(6)
(2)
(8)
(710)
At 31 December 2021
3,781
127
159
660
534
5,261
77
18
95
5,356
Revisions and improved recovery
275
(14)
29
49
4
343
0
1
1
344
Extensions and discoveries
181
-
-
89
-
269
-
9
9
278
Purchases of reserves-in-place
21
15
-
-
-
36
-
-
-
36
Sales of reserves-in-place
(42)
(10)
-
-
-
(52)
(76)
-
(76)
(128)
Production
(508)
(16)
(40)
(103)
(24)
(691)
(1)
(3)
(5)
(695)
At 31 December 2022
3,708
103
148
694
514
5,167
-
24
24
5,191
Revisions and improved recovery
2
157
4
34
18
43
256
-
(24)
(24)
232
Extensions and discoveries
3
117
1
147
239
507
-
-
-
507
Purchases of reserves-in-place
-
31
-
-
-
31
-
-
-
31
Sales of reserves-in-place
(25)
(11)
-
-
-
(35)
-
-
-
(35)
Production
(501)
(16)
(40)
(114)
(41)
(711)
-
-
-
(711)
At 31 December 2023
3,341
229
144
745
756
5,214
-
-
-
5,214
Proved developed reserves
At 31 December 2020
2,196
63
161
564
203
3,187
30
5
35
3,222
At 31 December 2021
2,847
60
141
527
206
3,782
25
12
36
3,818
At 31 December 2022
2,714
53
131
554
205
3,656
-
16
16
3,672
At 31 December 2023
2,470
61
126
583
219
3,459
-
-
-
3,459
Proved undeveloped reserves
At 31 December 2020
1,606
88
28
163
86
1,971
67
0
67
2,038
At 31 December 2021
934
67
18
133
328
1,479
53
6
59
1,538
At 31 December 2022
994
50
17
140
310
1,510
-
9
9
1,519
At 31 December 2023
871
168
18
162
537
1,755
-
-
-
1,755
1) Volumes related to the planned exit from Azerbaijan are included
 
in the proved oil and gas reserves
 
at year end 2023.
2) From 2023 all our equity accounted assets have
 
been reclassified to consolidated companies.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
29
The conversion rates used in this table are 1 standard cubic meter = 35.3 standard cubic feet,
 
1 standard cubic meter oil equivalent =
6.29 barrels of oil equivalent (boe) and 1,000 standard cubic meter gas = 1 standard cubic meter oil equivalent.
Standardised measure of discounted future net cash flows relating to proved oil
 
and gas reserves
The table below shows the standardised measure of future net cash flows relating to
 
proved reserves. The analysis is computed in
accordance with Topic 932, by applying average market prices as defined by the SEC, year end costs, year end statutory tax rates
and a discount factor of 10% to year end quantities of net proved reserves. The standardised
 
measure of discounted future net cash
flows is a forward-looking statement.
Future price changes are limited to those provided by existing contractual arrangements at the
 
end of each reporting year. Future
development and production costs are those estimated future expenditures necessary to
 
develop and produce year end estimated
proved reserves based on year end cost indices, assuming continuation of year end economic conditions.
 
Pre-tax future net cash flow
is net of decommissioning and removal costs. Estimated future income taxes are calculated
 
by applying the appropriate year end
statutory tax rates. These rates reflect allowable deductions and tax credits and are applied to
 
estimated future pre-tax net cash flows,
less the tax basis of related assets. Discounted future net cash flows are calculated using a discount
 
rate of 10% per year.
Discounting requires a year-by-year estimate of when future expenditures will be incurred and when
 
reserves will be produced. The
standardised measure of discounted future net cash flows prescribed under Topic 932 requires assumptions as to the timing and
amount of future development and production costs and income from the production of proved reserves. The
 
information does not
represent management's estimate or Equinor's expected future cash flows or the value of its proved reserves
 
and therefore should not
be relied upon as an indication of Equinor’s future cash flow or value of its proved
 
reserves.
At 31 December 2023
(in USD million)
Norway
Eurasia
excluding
Norway
1
Africa
USA
Americas
excluding
USA
Total
Consolidated companies
Future net cash inflows
261,852
18,468
11,062
27,256
55,255
373,892
Future development costs
(14,383)
(4,297)
(807)
(3,460)
(6,556)
(29,502)
Future production costs
(52,468)
(8,217)
(3,304)
(9,521)
(23,769)
(97,279)
Future income tax expenses
(161,063)
(2,254)
(2,625)
(2,537)
(6,875)
(175,352)
Future net cash flows
33,938
3,701
4,327
11,738
18,055
71,759
10% annual discount for estimated timing of cash flows
(12,395)
(2,230)
(1,047)
(4,296)
(9,710)
(29,677)
Standardised measure of discounted future net
 
cash flows
21,543
1,471
3,280
7,443
8,346
42,082
Equity accounted investments
2
Standardised measure of discounted future net
 
cash flows
-
-
-
-
-
-
Total standardised measure of discounted future net cash flows
including equity accounted investments
21,543
1,471
3,280
7,443
8,346
42,082
1) Volumes related to the planned exit from Azerbaijan are included
 
in the proved oil and gas reserves
 
at year end 2023.
2) From 2023 all our equity accounted assets
 
have been reclassified to consolidated companies.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
30
At 31 December 2022
(in USD million)
Norway
Eurasia
excluding
Norway
Africa
USA
Americas
excluding
USA
Total
Consolidated companies
Future net cash inflows
620,024
11,225
13,955
35,382
50,744
731,330
Future development costs
(15,595)
(1,795)
(1,012)
(1,388)
(3,830)
(23,620)
Future production costs
(60,837)
(4,356)
(3,706)
(8,736)
(19,807)
(97,442)
Future income tax expenses
(449,351)
(1,725)
(3,864)
(5,402)
(5,122)
(465,465)
Future net cash flows
94,241
3,348
5,374
19,855
21,984
144,803
10% annual discount for estimated timing of
 
cash flows
(36,714)
(954)
(1,275)
(7,124)
(10,633)
(56,701)
Standardised measure of discounted future net
 
cash flows
57,527
2,394
4,099
12,731
11,351
88,102
Equity accounted investments
Standardised measure of discounted future net
 
cash flows
-
-
-
-
316
316
Total standardised measure of discounted future net cash flows
including equity accounted investments
57,527
2,394
4,099
12,731
11,667
88,418
At 31 December 2021
(in USD million)
Norway
Eurasia
excluding
Norway
Africa
USA
Americas
excluding
USA
Total
Consolidated companies
Future net cash inflows
287,382
8,705
9,619
21,486
35,236
362,429
Future development costs
(10,999)
(1,947)
(685)
(1,112)
(4,186)
(18,928)
Future production costs
(53,251)
(4,196)
(3,380)
(7,269)
(16,782)
(84,878)
Future income tax expenses
(178,370)
(352)
(2,138)
(2,686)
(2,979)
(186,525)
Future net cash flows
44,763
2,209
3,416
10,420
11,289
72,097
10% annual discount for estimated timing of
 
cash flows
(18,051)
(652)
(707)
(3,406)
(5,842)
(28,658)
Standardised measure of discounted future net
 
cash flows
26,711
1,557
2,709
7,014
5,447
43,439
Equity accounted investments
Standardised measure of discounted future net
 
cash flows
-
224
-
-
126
350
Total standardised measure of discounted future net cash flows
including equity accounted investments
26,711
1,782
2,709
7,014
5,573
43,789
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equinor 2023 Oil and gas reserves report
 
31
Changes in the standardised measure of discounted
 
future net cash flows from proved reserves
(in USD million)
2023
2022
2021
Consolidated companies
Standardised measure at 1 January
88,418
43,439
18,209
Net change in sales and transfer prices and in production
 
(lifting) costs related to future production
(224,133)
231,555
126,974
Changes in estimated future development costs
(4,940)
(4,739)
(5,915)
Sales and transfers of oil and gas produced during
 
the period, net of production cost
(43,225)
(91,580)
(43,998)
Net change due to extensions, discoveries,
 
and improved recovery
3,794
15,928
7,734
Net change due to purchases and sales of
 
minerals in place
710
386
(2,280)
Net change due to revisions in quantity estimates
11,706
34,325
17,080
Previously estimated development costs incurred during
 
the period
8,101
6,691
6,619
Accretion of discount
35,905
15,063
4,078
Net change in income taxes
165,746
(162,965)
(85,062)
Total change in the standardised measure during the year
(46,336)
44,663
25,230
Standardised measure at 31 December
42,082
88,102
43,439
Equity accounted investments
1
Standardised measure at 31 December
-
316
350
Standardised measure at 31 December including
 
equity accounted investments
2
42,082
88,418
43,789
1) From 2023 all our equity accounted assets have
 
been reclassified to consolidated companies.
2) Volumes related to the planned exit from Azerbaijan are included
 
in the proved oil and gas reserves
 
at year end 2023.
In this table each line item presents the sources of changes in the standardised measure of value
 
on a discounted basis, with the
accretion of discount line item reflecting the increase in the net discounted value of the proved
 
oil and gas reserves due to the fact that
the future cash flows are now one year closer in time. From 2023 all our assets are classified
 
as consolidated companies.
The standardised measure at the beginning of the year represents the discounted net present value
 
after deductions of both future
development costs, production costs and taxes. The line item Net change in sales and transfer
 
prices and in production (lifting) costs
related to future production is, on the other hand, related to the future net cash
 
flows at 31 December 2022. The proved reserves at 31
December 2022 were multiplied by the actual change in price, and change in unit of production costs,
 
to arrive at the net effect of
changes in price and production costs. Development costs and taxes are reflected
 
in the line items Change in estimated future
development costs and Net change in income taxes and are not included in the Net change
 
in sales and transfer prices and in
production (lifting) costs related to future production.
Equinor 2023 Oil and gas reserves report
 
32
Terms
 
and abbreviations
Organisational abbreviations
 
●
 
ACG - Azeri-Chirag-Gunashli
●
 
CLOV – Cravo, Lirio, Orquidea and Violeta
●
 
LPG - Liquefied petroleum gas
●
 
NCS - Norwegian continental shelf
●
 
NGL - Natural gas liquids
●
 
OECD - Organisation of Economic Co-Operation
 
and Development
●
 
PDO - Plan for development and operation
●
 
PSA - Production sharing agreement
●
 
SDFI - Norwegian State's Direct Financial Interest
●
 
SEC - US Securities and Exchange Commission
●
 
UK – United Kingdom
●
 
USA - United States of America
●
 
USD - United States dollar
Measurement abbreviations etc.
●
 
bbl - barrel
●
 
mmbbl - million barrels
●
 
boe - barrels of oil equivalent
●
 
mmboe - million barrels of oil equivalent
●
 
cf - cubic feet
●
 
mmmcf - billion cubic feet
●
 
mmbtu - million british thermal units
●
 
bcm - billion cubic metres of natural gas
●
 
one billion - one thousand million
Equivalent measurements are based upon
●
 
1 barrel equals 0.134 tonnes of oil (33 degrees
 
API)
●
 
1 barrel equals 0.159 standard cubic metres
●
 
1 barrel of oil equivalent equals 1 barrel
 
of crude oil
●
 
1 barrel of oil equivalent equals 159 standard
 
cubic metres of natural gas
●
 
1 barrel of oil equivalent equals 5,612 cubic
 
feet of natural gas
●
 
1 barrel of oil equivalent equals 0.0837 tonnes
 
of NGLs
●
 
1 billion standard cubic metres of natural gas equals
 
1 million standard cubic metres of oil equivalent
●
 
1 cubic metre equals 35.3 cubic feet
●
 
1 cubic metre of natural gas equals 1 standard
 
cubic metre of natural gas
●
 
1,000 standard cubic meter gas equals 1 standard
 
cubic meter oil equivalent
●
 
1,000 standard cubic metres of natural gas equals
 
6.29 boe
●
 
1 standard cubic foot equals 0.0283 standard
 
cubic metres
●
 
1 standard cubic foot equals 1000 British thermal units
 
(btu)
●
 
1 tonne of NGLs equals 1.9 standard
 
cubic metres of oil equivalent
Miscellaneous terms
●
 
Appraisal well: A well drilled to establish the extent
 
and the size of a discovery.
●
 
Barrels of oil equivalent (boe): A measure to quantify
 
crude oil, natural gas liquids and natural gas
 
amounts using the same basis. Natural
gas volumes are converted to barrels on the basis
 
of energy content.
●
 
Condensates: The heavier natural gas components,
 
such as pentane, hexane, heptane and so forth, which
 
are liquid under atmospheric
pressure – also called natural gasoline or naphtha.
●
 
Development: The drilling, construction, and related activities
 
following discovery that are necessary to
 
begin production of crude oil and
natural gas assets.
●
 
Equity and entitlement volumes of oil and gas:
 
Equity volumes represent volumes produced under
 
a production sharing agreement (PSA)
that correspond to Equinor's percentage ownership in
 
a particular field. Entitlement volumes, on the
 
other hand, represent Equinor's
share of the volumes distributed to the partners in
 
the field, which are subject to deductions
 
for, among other things, royalties and the
host government's share of profit oil. Under
 
the terms of a PSA, the amount of profit oil deducted
 
from equity volumes will normally
increase with the cumulative return on investment
 
to the partners and/or production from the
 
licence. The distinction between equity and
entitlement is relevant to most PSA regimes, whereas
 
it is not applicable in most concessionary regimes
 
such as those in Norway, the
United Kingdom, Canada and Brazil. The overview
 
of equity production provides additional information
 
for readers, as certain costs
described in the profit and loss analysis were
 
directly associated with equity volumes produced during
 
the reported years.
●
 
IOR (improved oil recovery): Actual measures resulting
 
in an increased oil recovery factor from
 
a reservoir as compared with the
expected value at a certain reference point in time.
 
IOR comprises both of conventional and emerging
 
technologies.
●
 
Liquids: Refers to oil, condensates and NGL.
●
 
LPG (liquefied petroleum gas): Consists primarily
 
of propane and butane, which turn liquid under
 
a pressure of six to seven atmospheres.
LPG is shipped in special vessels.
Equinor 2023 Oil and gas reserves report
 
33
●
 
Natural gas: Petroleum that consists principally of
 
light hydrocarbons. It can be divided into 1)
 
lean gas, primarily methane but often
containing some ethane and smaller quantities of
 
heavier hydrocarbons (also called sales gas) and
 
2) wet gas, primarily ethane, propane
and butane as well as smaller amounts of
 
heavier hydrocarbons; partially liquid under
 
atmospheric pressure.
●
 
NGL (natural gas liquids): Light hydrocarbons mainly
 
consisting of ethane, propane and butane which
 
are liquid under pressure at normal
temperature.
●
 
Petroleum: A collective term for hydrocarbons, whether
 
solid, liquid or gaseous. Hydrocarbons are compounds
 
formed from the elements
hydrogen (H) and carbon (C). The proportion
 
of different compounds, from methane and ethane up
 
to the heaviest components, in a
petroleum find varies from discovery to discovery. If a reservoir primarily contains
 
light hydrocarbons, it is described as a gas field.
 
If
heavier hydrocarbons predominate, it is described
 
as an oil field. An oil field may feature free
 
gas above the oil and contain a quantity
 
of
light hydrocarbons, also called associated gas.
●
 
Proved reserves: Proved oil and gas reserves
 
are those quantities of oil and gas, which,
 
by analysis of geoscience and engineering data,
can be estimated with reasonable certainty to be
 
economically producible—from a given date forward,
 
from known reservoirs, and under
existing economic conditions, operating methods, and
 
government regulations—prior to the time at
 
which contracts providing the right to
operate expire, unless evidence indicates that renewal
 
is reasonably certain, regardless of whether deterministic
 
or probabilistic methods
are used for the estimation. The project to
 
extract the hydrocarbons must have commenced or
 
the operator must be reasonably certain
that it will commence the project within a
 
reasonable time.
 
1
Equinor remuneration report for 2023
Corporate executive committee, board of directors and corporate
 
assembly
Contents
1
 
Preamble
 
................................
 
................................
 
................................
 
........................
 
2
1.1
 
Introduction ................................
 
................................
 
................................
 
.............
 
2
1.2
 
Letter from the chair of the board of directors
 
................................
 
..........................
 
3
Equinor in 2023
 
................................
 
................................
 
................................
 
............................... 3
Equinor executive performance and remuneration in 2023
 
................................
 
..............................
 
3
A revised executive remuneration policy
 
................................
 
................................
 
..........................
 
3
1 January 2024 base salary adjustment
 
................................
 
................................
 
..........................
 
5
Changes in the CEC in 2023
 
................................
 
................................
 
................................
 
...........
 
6
2
 
Key developments in remuneration – 2023
 
................................
 
................................
 
.....
 
7
2.1
 
Overall company performance in 2023
 
................................
 
................................
 
....
 
7
Safety, security and sustainability
 
................................
 
................................
 
................................
 
....
 
7
People and organisation
 
................................
 
................................
 
................................
 
..................
 
7
Operations
 
................................
 
................................
 
................................
 
................................
 
.......
 
7
Market
 
................................
 
................................
 
................................
 
................................
 
.............
 
8
Finance
 
................................
 
................................
 
................................
 
................................
 
...........
 
8
2.2
 
Performance-based modifiers used in calculating variable pay
 
................................
 
8
Threshold for payments under variable pay plans
................................
 
................................
 
............
 
9
Company performance modifier
 
................................
 
................................
 
................................
 
.......
 
9
2.3
 
The board of directors’ assessment of the chief executive officer’s performance
 
...
 
10
2.4
 
Summary of targets and achievement of corporate performance indicators
 
and goals forming
the basis for annual variable pay
 
................................
 
................................
 
......................
11
From performance to AVP award ................................
 
................................
 
................................
 
..
 
12
2.5
 
Key developments in corporate executive remuneration in 2023
 
...........................
 
13
Execution of policy on executive remuneration in 2023
 
................................
 
................................
 
.
 
13
Remuneration policy changes - 2024
................................
 
................................
 
............................. 14
General notes on remuneration elements - 2023
 
................................
 
................................
 
...........
 
14
Notes on roles and remuneration of CEC members in 2023
 
................................
 
..........................
 
16
2.6
 
Derogations and deviations from remuneration policy
 
................................
 
...........
 
16
2.7
 
Right to reclaim (‘malus and clawback’)
 
................................
 
................................
 
.
 
17
2.8
 
Shareholder feedback on the remuneration report for 2022
 
................................
 
...
 
17
2.9
 
Activities of the compensation and executive development committee
 
in 2023......
 
17
3
 
Remuneration and share ownership of the board of directors and
 
corporate assembly 17
2
3.1
 
Remuneration of the board of directors................................
 
................................
 
..
 
17
3.2
 
Total
 
number and value of shares held by the members of the board of
 
directors
 
.
 
18
3.3
 
Remuneration of the corporate assembly
 
................................
 
..............................
 
19
3.4
 
Shares held by the members of the corporate assembly
 
................................
 
.......
 
20
4
 
Remuneration and share ownership of the CEC
 
................................
 
...........................
 
20
4.1
 
Remuneration of the CEC................................
 
................................
 
......................
 
20
4.2
 
Shares awarded or due to the CEC in the reported financial year
 
.........................
 
22
4.3
 
Total
 
number and value of shares held by the CEC
 
................................
 
...............
 
26
4.4
 
Performance and AVP awarded to the CEC members in the reported financial year27
4.5
 
Key performance indicators and behaviour goals forming the basis
 
for AVP for the CEC in
2024
 
36
5
 
Remuneration and company performance for 2019-2023
 
................................
 
.............
 
38
5.1
 
Comparative tables over the remuneration and company performance
 
compared to the last
five reported financial years ................................................................
 
.............................
 
38
6
 
Statement by the board of directors on the remuneration
 
report
 
................................
 
...
 
41
7
 
Independent auditor’s statement on the remuneration
 
report
 
................................
 
........
 
43
8
 
Appendix: Executive remuneration policy 2021
 
................................
 
............................
 
44
8.1
 
Remuneration to the board of directors................................
 
................................
 
..
 
44
8.2
 
Remuneration to the corporate assembly
 
................................
 
..............................
 
44
8.3
 
Remuneration to the CEC................................
 
................................
 
......................
 
44
1
 
Preamble
 
1.1
 
Introduction
The remuneration report contains information on the remuneration
 
for:
 
-
 
Equinor’s corporate executive committee (CEC) consisting
 
of the chief executive officer (CEO)
and the executive vice presidents (EVPs)
-
 
Equinor’s corporate assembly
 
-
 
Equinor’s board of directors (BoD)
The remuneration report is proposed by the BoD, where an advisory
 
vote shall be held by the 2024
annual general meeting (AGM), pursuant to the Norwegian Public
 
Limited Liability Companies Act,
section 6-16b and regulation 2020-12-
11
-2730 and the Norwegian Accounting Act section 7-31b.
The remuneration report should be read in conjunction with the 2021
 
remuneration policy,
 
which is
included in the Appendix.
 
3
1.2
 
Letter from the chair of the board of directors
On behalf of the BoD, I present to you Equinor’s remuneration
 
report for 2023. Our objective is to
provide a comprehensive and transparent overview of the remuneration
 
of the BoD, the corporate
assembly and the CEC in 2023.
Equinor in 2023
In 2023, we continued our focus on developing the energy solutions
 
for tomorrow, while securing the
energy needed today.
The geopolitical situation in the world remains tense. Uncertainty and
 
volatility have continued
 
to impact
economic growth and energy markets. Equinor’s role
 
as a reliable energy provider has never been
more important,
 
particularly with respect to securing a stable supply of gas
 
to Europe.
 
Equinor’s strategy has been resilient, ensuring energy
 
security, transition, and growth.
 
In 2023, we
delivered our second-best result ever on adjusted earnings. More details
 
on Equinor’s performance
results within the different perspectives of our performance assessment are
 
presented further in this
report and in Equinor’s annual report.
Equinor executive performance and remuneration in 2023
The base salary increases for the members of the CEC in 2023 were at,
 
below and above the general
salary increase frame for Equinor ASA employees.
 
Equinor’s overall strong financial and operational
 
results in 2023 as described in section 2, was
confirmed through the CEC members’ individual performance results
 
and reflected in their annual
variable pay awards.
An important focus area in 2023 was work on developing and deciding
 
changes to the remuneration of
the CEC members, to meet the requirements of the revised State's
 
Guidelines for the Remuneration of
Senior Executives in Companies with Direct State Ownership
 
(state guidelines) of 12 December 2022.
 
A revised executive remuneration policy
In May 2023, the AGM approved a revised remuneration policy for Equinor
 
senior executives effective
from 1 January 2024. The policy contains the principles and approach
 
for setting remuneration for the
CEC.
 
Shareholder expectations, including those of the Norwegian state as
 
set out in the state guidelines, are
important inputs considered in the new policy.
 
The policy states that reward in Equinor shall be competitive, but
 
not market leading.
 
It should support
the fulfillment of the company's strategy and be acknowledged as moderate,
 
fair, transparent,
consistent, and non-discriminatory.
In response to the state guidelines and the introduction of the new remuneration
 
policy,
 
market
benchmarks
 
have been conducted by two independent survey
 
providers to establish Equinor’s position
towards relevant peers in Norway. The peer group encompasses the largest companies in Norway,
including peers where the Norwegian state has ownership interests. Based
 
on Equinor’s financial value,
business complexity and impact,
 
the executive roles are generally being weighted higher than similar
roles amongst peers in Norway.
 
The benchmarks have therefore been supplemented with an extensive
exhibit156p4i0
4
market data report allowing for comparison of remuneration data for similarly
 
weighted executive roles
across all market segments in Norway. This combined approach has enabled the establishment of
broadly substantiated base salary market medians for all the Equinor CEC
 
roles in a Norwegian market
context.
 
Equinor senior executives have proved to be attractive outside Norway. To fully understand and monitor
retention risk for this group, benchmarking towards the Nordic and
 
European markets and towards the
companies in Equinor’s corporate industry peer group
 
has also been conducted. Equinor’s CEC roles
are significantly below median compared to these markets. This is also
 
confirmed by comparison of
salary levels between industry peers’ corporate groups, see
 
figure below.
Equinor’s positioning vs. corporate industry
 
peer group. Numbers are total remuneration
 
in MNOK. Source: 2022 annual
reports/remuneration reports
In this context the BoD considers the established market medians
 
for the Norwegian market to
represent the minimum competitive remuneration level for the CEC
 
roles.
 
Overall, Equinor’s CEC roles
are positioned at or below the Norwegian market medians.
Equinor seeks to build and retain a diverse executive team
 
that reflects the company’s global footprint
and strategy of becoming a broad energy company. The market positioning of individual roles was the
main objective when deciding the annual base salary adjustments
 
for the CEO and other members of
the CEC in 2023. The aim for the adjustments has been to maintain, or progress
 
over time, towards a
position at the market medians
 
in Norway. Individual performance has been utilized to tune the final
adjustments. The annual salary review for all employees in Equinor ASA
 
has also been considered.
 
Equinor has historically applied a consistent and moderate approach
 
to salary placement and growth
for senior executives and other employees. This has resulted in CEO
 
remuneration levels relative to all
employee's remuneration levels in Norway being substantially
 
reduced over the last decade. The
average CEO-to-employee remuneration ratio for 2012-2013
 
was 18.13 compared to 14.38 for 2022-
2023 ref figure below. This exemplifies how the principle of moderation has been applied for
remuneration on executive level in Equinor over time.
 
 
 
 
 
 
 
 
 
 
 
 
5
0,00
5,00
10,00
15,00
20,00
2012-2013
(18.13)
2022-2023
(14.38)
CEO vs ASA employees in Norway
Total
 
remuneration ratio
CEO vs. Equinor ASA employees in Norway, total remuneration
 
ratio
Source: annual reports/remuneration reports
1 January 2024 base salary adjustment
The revised remuneration policy includes a reduction in the annual bonus
 
from the previous max 45%
to max 25% of base salary and a reduction of maximum combined
 
bonus and share programs from
80% to max 55% of base salary. The revised policy was effective from 1 January 2024.
This reduction in variable pay would weaken remuneration competitiveness
 
for all CEC members.
Correspondingly, the financial impact of such a sudden and significant year-on-year reduction in
compensation entails increased retention risk. The reduction is also
 
a departure from market practice
and represents
 
as such a significant challenge in terms of recruiting to CEC
 
positions.
 
To
 
secure competitiveness the BoD decided to maintain total remuneration
 
levels after the reduction in
 
variable pay levels. This is done through providing an extraordinary base
 
salary adjustment, effective 1
January 2024. Although not effective in the 2023 reporting year, the BoD deems it pertinent to disclose
this adjustment now, as this was decided in 2023 and is effective at the time of the executive
remuneration report being published.
When deciding this adjustment, emphasis has been placed on
 
predictability and fairness through
retaining a simple, stable, and transparent reward framework also
 
for the CEC group of employees. The
adjustment further strengthens the weight placed on fixed pay as
 
a percentage of total remuneration.
exhibit156p6i0
6
Alignment with Equinor’s long-term approach of offering competitive
 
remuneration within a moderate
framework for senior executives was also considered.
Changes in the CEC in 2023
Philippe François Mathieu joined the CEC on 1 January taking over as
EVP Exploration & Production
International (EPI) from
Alasdair Cook who resigned from the company.
There were no other changes and all members served on the CEC the
 
full calendar year.
Jon Erik Reinhardsen
 
Chair of the board of directors
 
 
 
2
 
Key developments in remuneration – 2023
2.1
 
Overall company performance in 2023
The below summarises Equinor’s results for 2023 within the five
 
perspectives of our performance
assessment,
 
as described in the annual report.
 
7
Safety, security and sustainability
Strategic objective: An industry leader in safety and security with a clear
 
energy transition plan
Equinor’s key safety indicators have improved over several
 
years, and this level has been maintained
for 2023.
 
The serious incident frequency indicator (SIF) for 2023 is at a historical
 
low level, and only
marginally above the target. This was, however, overshadowed by one tragic fatality incident
 
from a
contracted LPG tanker in Malaysia. The total recordable incident
 
frequency was at 2.4, which is above
the target, but improved compared to 2022. There were 10 oil and gas
 
leakages compared to eight in
2022. The improvement in safety critical maintenance continued
 
in 2023 to the lowest levels ever
recorded. The CO
2
 
intensity for the upstream portfolio was reduced further
 
to 6.7 kg/boe in 2023, less
than half of the industry average.
People and organisation
Strategic objective: A values-based and purpose driven company that attracts
 
and develops people
 
The company continues to strengthen the capacity and capability
 
through new recruitment. In 2023
Equinor welcomed around 2,000 new colleagues. The effort to reach the
 
ambition set for diversity and
inclusion parameters continues. The 2023 global people survey (GPS)
 
results show significant
improvement in the scores indicating that employees are feeling
 
safe addressing concerns without fear
of negative consequences. Scores for engagement and commitment
 
are the highest in five years.
Scores related to delivering on ambitions and contributing to
 
sustainability are slightly reduced
compared to last year.
 
Operations
Strategic objective: A top performing energy company
 
The total equity production of gas and liquids increased by around
 
2% from 2,039 kboe/d in 2022 to
2,082 kboe/d in 2023. International production was strong in 2023.
 
The increased capacity at Johan
Sverdrup contributed well to the growth. Turnarounds on the Norwegian continental shelf (NCS)
impacted production in the second and third quarter. The total gas production decreased by 5%,
 
whilst
liquid production increased by 10%.
 
The total power generation increased by 59% from 2022 to 2023 driven
 
by Triton Power and Rio
Energy, up from 2,661 GWh to 4,235 GWh. The annual production was impacted by delays on the
Doggerbank A development.
 
Market
Strategic objective: A flexible and sustainable energy portfolio
 
8
Business development and sanctioning of new projects improved
 
the oil and gas portfolio during 2023.
Sanctioning of key projects Raia, Rosebank, Sparta, the acquisition
 
of Suncor UK and announced
divestments from Nigeria and Azerbaijan contributed to this. Equinor’s
 
profitable project portfolio has an
average break-even price of around 35 USD per barrel. Maintaining
 
this level, with the recent cost
inflation, demonstrates strong capital discipline and improvements.
 
Equinor’s performance is in line with the ambitions in
 
the energy transition plan to reach net zero in
2050. In 2023, 8 GW of renewable capacity was added to the project
 
portfolio through the acquisitions
of Rio Energy and BeGreen. Gross capex share to renewables
 
and low carbon was 20 %, on track to
above 30% by 2025, and above 50% by 2030.
 
Finance
Strategic objective: A cash generating, profitable and competitive
 
company delivering value to our
stakeholders
 
Equinor delivered its second-best adjusted earnings result ever in 2023.
 
The guiding for the midstream
segment was increased in 2023 and deliveries were in, or above
 
the range for all quarters.
 
Equinor
was ranked number one among peer group companies
1
 
on relative return on average capital employed
(RoACE)
 
and in 3rd quartile on total shareholder return (TSR) in 2023. Despite
 
reduced gas prices and
continued cost pressure, Equinor maintained financial robustness and
 
solid cash flow from operations
after tax in 2023 of around 20 USD bn, in line with the guiding
 
for the year. Operating and
administrative expenses have increased by 10% from 2022, driven
 
by inflation, increased production
and exchange rate movements. Organic, net capex was USD 10.2
 
billion for the full year, in line with
the guiding.
 
2.2
 
Performance-based modifiers used in calculating variable
 
pay
As described in the remuneration policy, a threshold and a company performance modifier (CPM) are
applied as a means of strengthening the link between the company’s overall
 
financial results and the
individual’s variable pay. The results of these modifiers for 2023 are presented below.
 
Threshold for payments under variable pay plans
With reference to the definitions and parameters described in
 
the remuneration policy, the company
performance for 2023 is assessed as being in the green zone.
1
The composition of Equinor’s defined peer group
 
can be found on equinor.com
– link
exhibit156p9i4
 
exhibit156p9i5 exhibit156p9i6
 
exhibit156p9i7 exhibit156p9i8
 
exhibit156p9i9 exhibit156p9i10 exhibit156p9i3 exhibit156p9i11
9
(1) Cash flow provided by
operating activities after tax and
before working capital items was
USD 19.7 billion
 
(2) Net debt ratio and
development was -21.6%
 
(3) Company’s overall
operational and financial
performance: ref. section 2.1.
Combined result in
green zone
No
reduction
in
payout
 
Company performance modifier
With reference to the definitions and parameters described in
 
the remuneration policy, the CPM for
2023 is set at 117%.
-
 
Relative RoACE result: number 1 (first quartile)
 
in the peer group of 12 companies, including
Equinor.
 
-
 
Relative TSR result: number 8 (third quartile) in the same peer group.
-
 
This results in a CPM at 117%
2.3
 
The board of directors’ assessment of the chief executive
 
officer’s
performance
2023 proved to be yet another special year for Equinor. The challenging global security
situation deteriorated throughout the year and the uncertainty in the macroeconomic outlooks
observed in 2022 manifested itself through supply chain disruption, inflation, significant rise in
interest rates and energy market volatility. This impacted the company`s performance both
positively and negatively throughout the different areas of the business.
 
10
Equinor’s position as a key enabler for Europe’s energy security and supply was further
consolidated throughout the year with the initiation of new partner relations and stable
deliveries with long-term prospects.
 
The year saw the transitional strategy continued to be brought into practice. There was a
significant increase in land- and offshore based power generation. Further commitment to the
strategy was proven through acquisitions and restructuring within renewable-, low carbon
solutions-
 
and the oil and gas portfolios.
 
The BoD would like to express that it recognizes that 2023 saw the best SSU results ever
measured. However, the result sadly enough includes a fatality accident on board an Equinor
chartered vessel, and this does overcast this achievement. The BoD appreciates the CEO’s
long term and continuous commitment to improving results within the wider SSU perspective
and is confident this systemic effort will continue to show results both short and long term.
The year was influenced by operational challenges. Still the financial result for Equinor came
out second best in the history of the company. This demonstrates and reinforces the company’s
proven ability to maintain high earnings, deliver on its ambitions and with very good relative
RoACE, even under demanding frame conditions.
In its total assessment of the CEO’s performance for 2023, the BoD has considered that the
deliveries in the key areas have been above, at or below targets.
 
The
business delivery
 
dimension (WHAT)
 
used for the assessment of the CEO’s variable
remuneration (performance year 2023) was based on the following performance indicators
(KPIs): SIF,
 
upstream CO
₂
 
intensity, REN power production, relative TSR, relative
RoACE, unit
production cost (UPC). Ref. also Table
 
4 for details.
The 12 months
SIF
indicator had a target of 0.3. Although the result was at 0.4 (0.37), it was
historically low. Over the last 12 months 50 serious incidents have occurred. This is
approximately 10% less than the 2022 number. The activity level was higher than 2022
(approximately 1% more hours).
 
The
CO
2
 
intensity
 
for the upstream portfolio ended at 6.7 kg CO
2
/boe in 2023. This is a
significant reduction from 2022 by more than 3%, and well below the target of 8.0 kg CO
2
/per
boe. The upstream production levels increased by around 1.4% and CO
2
 
emissions decreased
by 0.7% compared to 2022.
 
The result was delivered despite high liquid production,
 
mainly due to
increased capacity at Johan Sverdrup.
 
 
Unit production cost
 
(UPC) increased 5% above target, in a market that was still highly
affected by inflation. The NOK/USD currency effect has been favourable for UPC whilst lower
production has had a negative effect.
 
REN power production
 
at 1,937 GWh was marginally below 2023 target of 2,000 GWh, but
still a substantial increase (288 GWh) from 2022. The main contributors were the new fields in
operation and acquired assets.
 
 
11
With regards to the financial results, 2023 has shown very strong earnings. Equinor ended on
top in the peer group ranking on
 
RoACE
and number 8 out of 12 on the
TSR
 
ranking. The
financial robustness remains strong.
 
The
business behaviour
 
dimension
(HOW)
 
used for the assessment of the CEO’s variable
remuneration was based on the following set of goals: Demonstrate accountability, visibility,
and engagement for safety, security,
 
and compliance, Build trust in Equinor, Transform the
organization to deliver on our common purpose and become a leading company in the energy
transition, Develop strong and diverse succession pipeline, ref Table
 
4.
 
The BoD's total assessment of these goals showed a robust result and an overall improvement
from 2022.
 
Competence building to support the company’s transition strategy improved during the year
and ended above set target.
Equinor's recruitment level during 2023 was high. Increased attractiveness led to both renewal
and to closing the overall staffing gap. Although improved in some areas, the diversity and
inclusion result requires continued focus going forward.
The Equinor GPS shows general strong results and significant improvements from 2022. The
BoD’s impression of further progress and status on overall employee satisfaction remains
positive.
 
Overall, the BoD is very satisfied with the CEO’s performance and will in particular
 
highlight his strong
and consistent leadership whilst transitioning the company in a challenging
 
external environment.
2.4
 
Summary of targets and achievement of corporate performance
 
indicators
and goals forming the basis for annual variable pay
The BoD decides on a comprehensive set of KPIs and behaviour goals
 
to facilitate direction and areas
of focus prior to each calendar year. The KPIs and behaviour goals to be used by the BoD to assess
the CEO’s performance in relation to the AVP for the upcoming calendar year are selected from this set
and included in an annual performance contract with the CEO. The
 
selected performance indicators
and goals are those assessed to be most critical in achieving
 
the core strategic objectives for the
company in the coming year.
 
The corporate delivery KPIs and behaviour goals selected for the
 
CEO are similarly set forth in a
performance contract between the CEO and EVPs, to the extent
 
these are deemed relevant. For the
EVPs of business areas, a selection of additional business area KPIs
 
supporting the company’s
strategic ambitions from the specific business area is included in
 
their performance contracts.
 
From performance to AVP
 
award
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12
As described in the remuneration policy, performance forms the basis for the decision on annual
variable pay (“AVP”) percentages for the members of the CEC.
Common corporate delivery KPIs, business area specific delivery KPIs and
 
behaviour goals are
measured separately and assessed holistically, as described below.
These together form the basis for payment of annual variable pay, where delivery KPIs and behaviour
goals each have a weight of 50%. For EVPs in business areas delivery
 
KPIs are weighted to comprise
50% corporate KPIs and 50% business area specific KPIs.
 
The individual KPIs and goals within a category are equally weighted
 
initially and can be adjusted to
reflect prevailing business context and strategic priorities.
 
Group of CEC member
 
Weighting of KPIs in “what”
 
dimension – 50%
 
Weighting of goals
in “how”
dimension
 
– 50%
Corporate
delivery KPIs
Business area
delivery KPIs
Corporate
behaviour goals
CEO and staffs EVPs (EVPs without BA responsibility)
50%
-
50%
EVPs with BA responsibility
25%
25%
50%
Delivery in 2023 against the selected corporate delivery goals (“what” dimension)
 
which are applied to
the CEO, as well as the individual EVPs, is summarized as follows:
KPI
 
Target
 
Performance
 
• Serious Incident Frequency
 
0.3 or better
 
0.4
• CO
2
 
intensity for the upstream portfolio
8 kg CO
2
 
per boe or better
6.7 kg/boe
• Relative TSR
 
Above average in the peer ranking list
'ge
 
Third quartile
• Relative RoACE
 
Ranked in first quartile among peers
First quartile
• Unit production cost (UPC)
2
<6.0 USD/boe
6.2 USD/boe
• Renewable (REN) power production
3
2 TWh
1.9 TWh
For EVPs with business area responsibilities, the assessment of the
 
business delivery dimension has in
addition been made against the following KPIs:
Business area
KPI
Unit
Target
EPN
Production
kboe/d
1,446
 
UPC
nominal USD/boe
5.8
 
Break-even price (CMU portfolio)
USD/bbl
<35
EPI
Production
kboe/d
677
 
UPC
nominal USD/boe
6.5
 
Break-even price (CMU portfolio)
USD/bbl
<35
2
O
nly apply to the CEO and staffs EVPs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13
MMP
Production efficiency
%
 
93.3
 
Net operating income (ex derivatives)
bn USD
 
3.3
 
Fixed opex & SG&A
mill USD
1,285
REN
REN power generation
TWh
2
 
 
Net operating income adjusted
mill USD
> -200
PDP
Number of wells
number
104
 
Break-even price (CMU portfolio)
USD/bbl
<35
 
Estimate development DG3-DG4
%
100
TDI
Low carbon R&D
 
%
>30
 
Software consolidation progress
 
%
50
 
TDI task responsibility cost savings
NOK mill, 100%
500
In terms of the “how” dimension, common behaviour goals are defined
 
for the CEO and the EVPs with
reference to Equinor’s core values and leadership
 
principles,
 
as follows:
-
 
Demonstrate accountability, visibility,
 
and engagement for safety, security and compliance
 
-
 
Build trust in Equinor
-
 
Transform the organization to deliver on our common purpose and become a leading company
 
in
the energy transition
-
 
Develop strong and diverse succession pipeline
Performance against these behaviour goals is measured on an individual
 
basis for the CEC members.
The KPI targets and results of the business deliveries (“what”),
 
and the behaviour goals and results
(“how”) and how these translate into the AVP award are presented for the individual CEC members in
the Table
 
4 section further below.
 
The KPI targets and behaviour goals applicable for the performance
 
measurement for
AV
P in 2024 are
presented in section 4.5.
2.5
 
Key developments in corporate executive remuneration
 
in 2023
Execution of policy on executive remuneration in 2023
The remuneration of the CEC members for 2023 was determined
 
in accordance with the remuneration
policy and principles approved by the AGM on 11 May 2021. These principles, as well as details on the
elements constituting executive remuneration are outlined in Equinor’s
 
remuneration policy, see
Appendix.
The values-based performance framework and the main elements of remuneration
 
applies
 
to the CEC
members employed by Equinor ASA and subsidiaries, in accordance with
 
Equinor’s remuneration
policy.
 
No changes were introduced to the executive remuneration policy in
 
relation to the 2023 reporting year.
 
14
Remuneration policy changes - 2024
Although not effective in the 2023 reporting year, the BoD finds it appropriate to inform of the revised
remuneration policy approved by the AGM on 10 May 2023, adopting
 
the expectations set out in the
revised state guidelines from December 2022, effective from 1 January 2024.
 
The policy introduces the following changes:
●
 
The annual variable pay (AVP) target for CEC members employed in Equinor ASA is reduced
from 25% to 12.5% of base salary, with a maximum pay-out of 25% including the effect of the
CPM.
 
●
 
The CEO’s annual long-term incentive grant (LTI) is reduced from 30% to 25% of base salary.
 
The 25% LTI grant for EVPs, the 5% share saving plan (SSP) contribution and 18% fixed allowance
paid in lieu of pension contributions above 12G
3
 
remain unchanged.
The above ensures
 
that no CEC member exceeds the maximum of 55% variable remuneration
 
as set
out in Equinor's remuneration policy.
To
 
mitigate the changes in AVP and LTI,
 
an adjustment has been calculated and applied
 
to the base
salary from 1 January 2024 to ensure that total remuneration is maintained
 
at the current level.
Although the base salary is increased, the AVP payment will be reduced due to the lower percentage
applied in the calculations.
 
SSP amounts
 
will be higher as the maximum percentage for savings
remains unchanged. The same applies for LTI except for the CEO whose LTI is reduced.
In total, the adjustment ensures that the increase in base salary balances
 
the changes to levels of AVP,
LTI and SSP,
 
having a zero effect on total remuneration.
As payments of AVP vary year-on-year by both the individuals’ performance and the company
performance modifier, calculations on AVP are based on the results of these parameters for the
preceding 5-year period. This is to ensure that calculations under the
 
new policy are based on historical
remuneration levels.
 
General notes on remuneration elements - 2023
Fixed pay
The objective of the annual base salary review has been to maintain
 
or progress towards market
median for similar positions in Norway.
 
Individual performance and the average salary growth for all employees
 
in Equinor ASA has also been
considered.
 
Market median in Norway and Equinor’s executive roles
 
relative to this has been established through
extensive benchmarking conducted by two independent survey
 
providers. Equinor’s CEC roles are
positioned at or below market median for similar roles in the Norwegian
 
market, and significantly below
median in the Nordic and European markets.
3
G represents the basic amount of the Norwegian
 
social security system. 1G per 31 December 2023 equals
 
NOK 118,620
15
The salary negotiations for Equinor ASA were settled at 5.6% in 2023.
 
For the CEO and half of the
CEC, the base salary adjustment as measured in percentage was at
 
or below the salary settlement in
Equinor ASA.
 
Strengthening competitiveness and the need for calibrating towards
 
median in the market has been the
main driver when providing the remaining CEC members with a salary
 
adjustment above average in
Equinor ASA. The adjustment will move these CEC roles from a significant
 
gap to market median closer
to market median. Most of the roles will however remain below
 
median compared to similar positions in
Norway, and significantly below median in other relevant markets. Equinor’s objective is to progress
these roles towards market median in Norway over time.
Limiting the CEC base salary adjustment to the average salary adjustment
 
for all employees in Equinor
ASA as measured in NOK has been considered. The BoD has, however, given the salary levels relative
to benchmarks, seen such salary adjustment of executive pay as
 
a significant increase in risk when it
comes to recruitment and retention of key competencies and
 
capabilities and the need for maintaining
attractive terms that support motivation and secure the leadership
 
qualities amongst Equinor’s senior
executives required to safeguard secure and profitable operations
 
and the continuing development of
the company in line with its established strategy.
Variable remuneration
Based on the overall company performance in 2023
 
and in accordance with the threshold criteria
described in the remuneration policy the AVP payments were not reduced.
 
The target for annual variable pay for the CEC members, all of whom
 
were employees of Equinor ASA
in 2023 was 25% of base salary, and the maximum annual variable pay for 2023 was 45% of base
salary.
 
The company performance modifier and the threshold affect the final annual
 
variable pay award. As
described above, the CPM was set at 117%
 
for 2023. There was no threshold effect applied for 2023.
The LTI grants in 2023 were not reduced, as the threshold for the previous year – 2022 – was in the
green zone.
Benefits
 
As described in the remuneration policy, members of the CEC employed in Equinor ASA are covered
by the company’s general occupational defined contribution pension scheme.
 
A defined benefit scheme
is retained for a grandfathered group of employees. In 2023, this applies
 
to Geir Tungesvik.
 
A fixed salary addition calculated as 18% of base salary is provided in lieu
 
of pension accrual above 12
G to members of the CEC covered by the general defined contribution
 
pension scheme and
who were
employed by Equinor ASA before 1 September 2017. This addition
 
does not form part either of the
pensionable salary or of the basis for variable pay.
Notes on roles and remuneration of CEC members in 2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16
CEC member
Position
Period on CEC in 2023 and
notes on remuneration
Anders Opedal
 
President and chief executive officer
(CEO)
Full year
Irene Rummelhoff
 
EVP Marketing, Midstream &
Processing (MMP)
Full year
Geir Tungesvik
EVP Projects, Drilling & Procurement
(PDP)
Full year
Geir Tungesvik maintained in
the closed defined benefit
scheme.
Jannicke Nilsson
 
EVP Safety, Security & Sustainability
(SSU)
Full year
Pål Eitrheim
 
EVP Renewables (REN)
Full year
Philippe François
Mathieu
EVP Exploration & Production
International (EPI)
Full year
Kjetil Hove
 
EVP Exploration & Production Norway
(EPN)
Full year
Hege Skryseth
EVP Technology,
 
Digital & Innovation
(TDI)
Full year
Torgrim
 
Reitan
EVP and Chief financial officer (CFO)
Full year
Torgrim
 
Reitan is entitled to
early retirement from age 65
with a pension level amounting
to 66% of pensionable salary.
Siv Helen Rygh
Torstensen
 
EVP Legal & Compliance (LEG)
Full year
Aksel Stenerud
EVP People & Organisation (PO)
Full year
Jannik Lindbæk
EVP Communication (COM)
Full year
2.6
 
Derogations and deviations from remuneration policy
 
There were no derogations or deviations from the remuneration policy
 
in 2023.
2.7
 
Right to reclaim (‘malus and clawback’)
There were no cases where the right to reclaim was exercised in 2023.
 
 
17
2.8
 
Shareholder feedback on the remuneration report for 202
 
2
The remuneration report for 2022 was presented for approval (advisory
 
vote) at the annual general
meeting on 10 May 2023 and was endorsed by a significant
 
majority. The portion of the votes in favour
of the remuneration report for 2022 constituted 99.15% of the total votes
 
cast. There were no additional
statements from shareholders regarding the 2022 remuneration
 
report to the 2023 AGM.
2.9
 
Activities of the compensation and executive development committee
 
in 2023
The activities of the board compensation and executive development
 
committee (BCC) in 2023 were in
line with the instructions from the BoD which are available
 
on
equinor.com
.
 
The BCC had a high focus in 2023 on ensuring compliance with
 
the revised state guidelines.
 
This
included discussing and reviewing the proposal for revising the balance
 
and level of the CEC members’
remuneration elements effective 1 January 2024, as described in section 1.2.
Other activities included:
-
 
Discussions on the trends within the executive talent market and executive
 
remuneration
-
 
Executive succession planning and talent review
-
 
Recommendation to the BoD on the threshold used in calculating variable
 
remuneration, based on
relevant company performance results
-
 
Recommendation to the BoD on the base salary review for the CEO
-
 
Review and submission for approval of the BoD of the performance
 
evaluation and goals for the
CEO
 
-
 
Assessment and submission for the decision of the BoD of the proposal
 
for AVP of the CEO
-
 
Presentation by the CEO of the performance assessment and
 
considerations on AVP awards to
the EVPs
-
 
Discussion of the evaluation by the BoD and self-assessment of
 
the performance of the BCC
-
 
Review and submission for approval of the BoD of the instructions
 
to the BCC
3
 
Remuneration and share ownership of the board of directors
 
and
corporate assembly
3.1
 
Remuneration of the board of directors
 
In 2023, the total remuneration to the BoD, including fees for the BoD's
 
three committees, was USD
746 thousand (NOK 7,885 thousand).
 
Detailed information about the individual remuneration to the
 
members of the BoD in 2023 is provided
in the table below.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18
Total remuneration
Members of the BoD (figures in USD thousand)
2019
2020
2021
2022
2023
Jon Erik Reinhardsen (chair of the BoD)
110
108
119
110
103
Anne Drinkwater (deputy chair of the BoD)
100
88
82
96
101
Rebekka Glasser Herlofsen
62
59
66
66
67
Jonathan Lewis
93
76
70
80
82
Finn Bjørn Ruyter
37
69
77
71
67
Tove
 
Andersen
-
27
59
55
52
Michael Lewis
1
28
37
Haakon Bruun-Hanssen
-
-
-
-
66
Per Martin Labråten
2
56
54
66
65
62
Stig Lægreid
2
56
54
59
55
53
Hilde Møllerstad
2
32
59
66
61
57
Employee representative deputy members of the BoD
Hans Einar Haldorsen
3
Bjørn Palerud
-
-
-
-
Anita Skaga Myking
-
-
-
-
Harald Wesenberg
4
1) Member of the BoD until 16 March 2023
 
2) Employee-representative members of the BoD
 
3) Deputy member until 30 June 2023
 
4) Deputy member from 1 July 2023
Total remuneration of members
 
of the BoD (figures in USD thousand)
2019
2020
2021
2022
2023
714
754
832
801
746
3.2
 
Total
 
number and value of shares held by the members
 
of the board of
directors
The number of Equinor shares owned by members of the BoD of and/or
 
owned by their close
associates is shown below. Individually, each member of the BoD owned less than 1% of the
outstanding Equinor shares.
The voting rights of members of the BoD, the CEC and the corporate assembly
 
as a shareholder do not
differ from those of ordinary shareholders.
Ownership of Equinor
shares (incl. shares
owned by close
associates)
As of 1 Jan.
2023
As of
31
Dec.
2023
Market value as of 31
Dec. 2023, USD
thousand
As of 12
March 2024
Jon Erik Reinhardsen
4,584
4,584
140
4,584
Anne Drinkwater
1,100
1,100
34
1,100
Rebekka Glasser
Herlofsen
220
220
7
220
Jonathan Lewis
-
-
-
-
Finn Bjørn Ruyter
620
620
19
620
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19
Tove
 
Andersen
4,700
4,700
143
4,700
Michael Lewis
-
-
-
-
Haakon Bruun-Hanssen
-
-
-
-
Per Martin Labråten
587
894
27
1,052
Stig Lægreid
5
147
4
147
Hilde Møllerstad
6,290
3,005
92
3,676
Deputy members
Hans Einar Haldorsen
1,875
-
-
Bjørn Palerud
974
1,305
40
1,497
Anita Skaga Myking
6,240
6,654
203
6,891
Harald Wesenberg
-
936
29
1,137
3.3
 
Remuneration of the corporate assembly
 
In 2023, the total remuneration to the shareholder and employee-elected
 
members of the corporate
assembly was USD 117 thousand (NOK 1,240 thousand).
Total
remuneratio
n
Corporate assembly employee elected members (figures in USD
thousand)
2022
2023
Peter Bernhard Sabel
5
5
Trine Hansen Stavland
1
-
3
Ingvild Berg Martiniussen
2
5
5
Berit Søgnen Sandven
5
5
Frank Indreland Gundersen
3
1
3
Per Helge Ødegård
2
5
5
3
Raymond Midtgård (observer)
4
-
3
Vidar Frøseth (observer)
5
1
3
Kjetil Gjerstad (observer)
5
2
4
Oddvar Karlsen
6
5
2
Lars Olav Grøvik
6
5
2
Terje
 
S. Enes
6
5
2
Frode Mikkelsen
6
5
-
Anne Kristi Horneland (observer)
6
5
2
Employee elected deputy members who received member
 
fees
Terje
 
Herland
1
1
Porfirio Esquivel
7
-
1
Steinar Kåre Dale
6
2
-
Katrine Knarvik-Skogstø
6
2
-
Total
 
remuneration
54
45
exhibit156p20i1 exhibit156p20i0
20
1) New member from 11 May 2023
 
2) New member from 11 May 2023, previous observer
 
3) New member from 11 May 2023,
 
previous deputy
 
4) New observer from 11 May 2023
 
5) New observer from 11 May 2023, previous deputy
 
6) Left the corporate assembly as of 10 May 2023
 
7) New deputy from 11 May 2023
3.4
 
Shares held by the members of the corporate assembly
Individually, each member of the corporate assembly owned less than 1% of the outstanding Equinor
shares as of 31 December 2023 and as of 12 March 2024. In aggregate,
 
members of the corporate
assembly owned a total of 18,794 shares as of 31 December 2023
 
and a total of 21,035 shares as of
12 March 2024. Information about the individual share ownership
 
of the members of the corporate
assembly is presented in section 8 of the annual report «Board statement
 
on corporate governance”.
 
4
 
Remuneration and share ownership of the CEC
4.1
 
Remuneration of the CEC
In 2023, the aggregate remuneration to the CEC was USD 10,689 thousand
 
(2022: USD 12,647
thousand).
 
No loans have been granted by the company to members of
 
the CEC.
Below is an overview of the total remuneration of the CEC members
 
in 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
Table 1 – Remuneration of the corporate executive committee for the reported financial year
2023
All remuneration elements are provided in the currency of the employing
 
entity and converted to USD at
the average exchange rate for the year. As of 2023, the exchange rate used in quarterly reporting is
consistently applied to remuneration reporting,
 
i.e. USD/NOK. For 2023 the exchange rate is USD/NOK
= 10.5647.
Fixed remuneration
Variable remuneration
Fees
One-
year
variable
Multi-year
variable
Members of the corporate
 
executive committee
 
(figures in USD thousand)
Base
salary
Fixed
salary
addition
Other
fees
Fringe
benefits
AVP
LTI
SSP
Extra-
ordinary
items
Pension
expenses
Total
remune-
ration
Proportion of
fixed and
variable
remuneration
Anders Opedal
951
171
105
29
391
281
9
0
27
1,963
65%/35%
Irene Rummelhoff
419
75
55
5
149
102
39
0
28
873
67%/33%
Jannicke Nilsson
342
61
65
47
124
84
32
0
35
790
70%/30%
Pål Eitrheim
378
68
63
25
135
92
0
0
22
783
71%/29%
Kjetil Hove
472
85
59
34
180
115
30
0
29
1,005
68%/32%
Siv Helen Rygh Torstensen
297
53
74
5
115
73
26
0
26
670
68%/32%
Geir Tungesvik
375
68
60
10
141
92
27
0
21
794
67%/33%
Philippe François Mathieu
396
71
72
37
160
97
22
0
27
883
68%/32%
Torgrim Reitan
450
81
59
7
165
110
40
0
25
936
66%/34%
Aksel Stenerud
298
54
30
29
108
73
17
0
31
639
69%/31%
Hege Skryseth
381
0
78
14
145
95
0
0
17
731
67%/33%
Jannik Lindbæk
292
53
24
26
103
72
23
0
29
623
68%/32%
Remuneration of the corporate executive committee for the financial
 
year 2022
All remuneration elements are provided in the currency of the employing
 
entity and converted to USD at
the average exchange rate for the year. The exchange rate used for 2022 was: NOK/USD =0.1043
(corresponding to USD/NOK 9.5877).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22
Fixed remuneration
Variable remuneration
Fees
One-
year
variable
Multi-year
variable
Members of the corporate
 
executive committee
 
(figures in USD thousand)
Base
salary
Fixed
salary
addition
Other
fees
Fringe
benefits
AVP
LTI
SSP
Extra-
ordinary
items
Pension
expenses
Total
remune-
ration
Proportion of
fixed and
variable
remuneration
Anders Opedal
999
180
97
28
411
 
295
6
0
28
2,042
65 %/ 35 %
Irene Rummelhoff
436
78
74
10
198
 
107
28
0
29
961
65 %/ 35 %
Jannicke Nilsson
360
65
87
47
138
 
89
23
0
37
844
70 % / 30
%
Pål Eitrheim
393
71
31
23
146
 
97
0
0
23
783
69 % / 31
%
Kjetil Hove
490
88
72
31
202
 
120
21
0
30
1,055
67 % / 33%
Siv Helen Rygh Torstensen
311
56
68
20
120
 
77
14
0
27
691
70 % / 30
%
Geir Tungesvik
264
48
37
1
98
 
65
12
0
17
541
68 % / 32
%
Torgrim Reitan
116
20
21
1
46
 
29
7
0
6
245
67 % / 33%
Aksel Stenerud
260
47
49
17
101
 
64
10
0
28
575
70 % / 30
%
Hege Skryseth
139
0
33
1
52
 
35
0
156
6
422
42 %/ 58 %
Jannik Lindbæk
257
46
24
17
99
 
63
14
0
26
546
68 % / 32
%
Notes to the table “Remuneration of the corporate executive committee
 
for the reported financial year”:
●
 
The figures are presented on an accrual basis, i.e. for the earning period.
 
●
 
Comparative figures for 2022 are included for those employees
 
who were part of the CEC in both
2023 and 2022.
●
 
All CEC members received
 
their remuneration in NOK.
●
 
All figures in the table are presented in USD based on average
 
foreign currency exchange rates.
Average rates 2023: USD
/
NOK = 10.5647,
 
(2022: NOK/USD = 0.1043,
 
corresponding to USD/NOK
9.5877).
 
●
Other fees
 
include car allowance, holiday pay and other cash payments.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
●
Fringe benefits
 
include benefits in kind such as company car, commuter apartments and health
program.
 
●
AVP
(annual variable pay) is earned in the reporting year and paid out
 
in the following year.
 
●
LTI
(long-term incentive)
:
The value included in Table 1 represents the grant,
 
i.e. gross amount,
which, after deduction of tax is invested in shares in the reporting year
 
and subject to a lock-in
period.
 
●
SSP
(share savings plan):
the amounts represent the value of the bonus shares received in
 
the
reporting year after the applicable holding period. Refer to the
 
remuneration policy in the Appendix,
section 8.3, for details of this plan.
 
●
Pension expenses:
Estimated pension cost for the defined benefit scheme is
 
calculated based on
actuarial assumptions and pensionable salary (mainly base salary)
 
at 31 December 2022 and is
recognised as pension cost in the statement of income for 2023.
 
Geir Tungesvik is maintained in
the closed defined benefit scheme.
 
The pension cost for the defined contribution scheme is
represented by the respective contributions. For the notional contribution
 
scheme, the pension cost
is represented by the contributions and the fair value changes
 
of the employees’ notional assets.
The remaining members of the CEC employed are covered by the
 
defined contribution pension
scheme.
4.2
 
Shares awarded or due to the CEC in the reported financial
 
year
 
Table
 
3
 
Refer to the remuneration policy for details of the share-based plans.
-
 
Column 4 “Vesting date” has been excluded from the table, as this represents the same date as
shown in column 5 “End of holding period”.
-
 
Column 9 “Shares subject to a performance condition” has
 
been excluded from the table, as there
are no performance conditions in relation to shares.
-
 
Column 10 “Shares awarded and unvested at year end” has been excluded
 
from the table, as this
represents the same date as shown in column 11 “Shares subject to a holding period“
-
 
For the purposes of this table, “holding period” with respect to LTI represents the period in which
shares are “locked-in” and cannot be disposed of according
 
to plan rules
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
 
balance
During the year
Closing
balance
1
 
Specifi-
cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2020 - 2022
29/05/2020
28/05/2023
3,830
3,830
USD 106,910
 
2021 - 2023
17/06/2021
16/06/2024
3,614
3,614
Anders Opedal
2022 - 2024
20/05/2022
19/05/2025
4,002
4,002
CEO
2023 - 2025
19/05/2023
18/05/2026
4,530
4,530
USD 129,039
 
SSP
2023
10/02/2023
319
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24
 
 
USD 9,042
 
SUM
 
11,446
4,849
3,830
12,146
 
 
USD 138,081
USD 106,910
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing
balance
Name,
Position
1
 
Specifi-
cation of
plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning of
the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2020 - 2022
29/05/2020
28/05/2023
3,802
3,802
USD 106,128
 
2021 - 2023
17/06/2021
16/06/2024
1,267
1,267
 
2022 - 2024
20/05/2022
19/05/2025
1,487
1,487
 
2023 - 2025
19/05/2023
18/05/2026
1,684
1,684
Irene Rummelhoff
USD 47,970
EVP MMP
 
 
SSP
2023
10/02/2023
1,371
 
 
USD 38,860
 
SUM
 
6,556
3,055
3,802
4,438
 
 
 
USD 86,830
USD 106,128
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing balance
1
 
Specifi-
cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2022 - 2024
20/05/2022
19/05/2025
863
863
 
 
2023 - 2025
19/05/2023
18/05/2026
1,551
1,551
USD 44,181
Geir Tungesvik
SSP
2023
10.02.2023
939
EVP PDP
 
USD 26,615
SUM
 
863
2,490
2,414
 
 
USD 70,796
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing balance
1
 
Specifi-
cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2020 - 2022
29/05/2020
28/05/2023
3,205
3,205
USD 89,464
 
2021 - 2023
17/06/2021
16/06/2024
1,091
1,091
 
2022 - 2024
20/05/2022
19/05/2025
1,254
1,254
 
2023 - 2025
19/05/2023
18/05/2026
1,415
1,415
Jannicke Nilsson
USD 40,307
EVP SSU
 
 
SSP
2023
10/02/2023
1,134
 
 
USD 32,143
 
SUM
 
5,550
2,549
3,205
3,760
 
 
USD 72,450
USD 89,464
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25
Name,
Position
 
 
 
 
Opening
balance
During the year
Closing
balance
1
 
Specifi
-cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2020 - 2022
29/05/2020
28/05/2023
3,385
3,385
USD 94,488
 
2021 - 2023
17/06/2021
16/06/2024
1,153
1,153
 
2022 - 2024
20/05/2022
19/05/2025
1,478
1,478
 
2023 - 2025
19/05/2023
18/05/2026
1,549
1,549
Pål Eitrheim
USD 44,124
EVP REN
 
 
SUM
 
6,016
1,549
3,385
4,180
 
 
USD 44,124
USD 94,488
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing
balance
1
 
Specifi
-cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2021 - 2023
17/06/2021
16/06/2024
997
997
2022 - 2024
20/05/2022
19/05/2025
1,670
1,670
Kjetil Hove
2023 - 2025
19/05/2023
18/05/2026
1,894
1,894
USD 53,952
EVP DPN/EPN
SSP
2023
10/02/2023
1,071
 
 
USD 30,357
 
SUM
 
2,667
2,965
4,561
 
 
USD 84,308
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing
balance
1
 
Specifi
-cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2022 - 2024
18/11/2022
17/11/2025
461
461
2023 - 2025
19/05/2023
18/05/2026
1,595
1,595
Hege Skryseth
 
USD 45,434
EVP TDI
SUM
 
461
1,595
USD 45,434
2,056
 
 
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing balance
1
 
Specifi-
cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26
 
LTI
2020 - 2022
29/05/2020
28/05/2023
3,376
3,376
USD 94,237
 
2022 - 2024
20/05/2022
19/05/2025
283
283
 
2022 - 2024
18/11/2022
17/11/2025
117
117
Torgrim Reitan
2023 - 2025
19/05/2023
18/05/2026
 
1,892
1,892
 
CFO
USD 53,895
 
 
SSP
2023
10/02/2023
1,406
 
USD 39,852
SUM
 
3,776
3,298
3,376
2,292
 
 
USD 93,747
USD 94,237
 
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing
balance
1
 
Specifi
-cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2021 - 2023
17/06/2021
16/06/2024
545
545
 
2022 - 2024
20/05/2022
19/05/2025
1,172
1,172
2023 - 2025
19/05/2023
18/05/2026
1,355
1,355
Siv H Rygh Torstensen
 
USD 38,598
EVP LEG
SSP
2023
10/02/2023
 
 
926
 
 
 
 
USD 26,247
 
SUM
 
1,717
2,281
3,072
 
 
USD 64,845
 
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing
balance
1
 
Specifi-
cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2022 - 2024
20/05/2022
19/05/2025
922
922
2023 - 2025
19/05/2023
18/05/2026
1,256
1,256
 
 
USD 35,778
Aksel Stenerud
SSP
2023
10/02/2023
594
EVP PO
 
USD 16,837
 
SUM
 
922
1,850
2,178
 
 
USD 52,614
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing
balance
1
 
Specifi-
cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2022 - 2024
20/05/2022
19/05/2025
952
952
2023 - 2025
19/05/2023
18/05/2026
1,261
1,261
 
 
USD 35,920
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27
Jannik Lindbæk
SSP
2023
10/02/2023
825
EVP COM
 
USD 23,384
 
SUM
 
952
2,086
2,213
 
 
USD 59,304
Name,
Position
The main conditions of share award plans
Information regarding the reported financial year
 
 
 
 
Opening
balance
During the year
Closing
balance
1
 
Specifi-
cation
of plan
2
 
Perfor-
mance
period
 
3
Award date
5
 
End of
holding
period
6
 
Shares
awarded at
the
beginning
of the year
7
 
Shares
awarded
8
 
Shares vested
11
 
Shares
subject to a
holding
period
 
LTI
2023 - 2025
19/05/2023
18/05/2026
1,771
1,771
USD 50,448
 
 
Philippe François Mathieu
SSP
2023
10/02/2023
775
EVP EPI
 
USD 21,967
 
SUM
 
2,546
1,771
 
 
USD 72,415
 
4.3
 
Total
 
number and value of shares held by the CEC
The number of Equinor shares owned by members of the CEC and/or
 
their close associates is shown
below. Individually,
 
each member of the CEC owned less than 1% of the outstanding Equinor
 
shares.
The voting rights of members of the CEC members as shareholders do
 
not differ from those of ordinary
shareholders.
Ownership of
Equinor shares
(incl. shares owned
by close
associates)
As of 1 Jan.
2023
As of 31 Dec.
2023
Market value as of
31 Dec. 2023, USD
thousand
As of 12 March
2024
Anders Opedal
46,996
56,649
1,727
58,602
Torgrim Reitan
11,473
15,482
472
16,530
Geir Tungesvik
17,624
20,702
631
21,401
Irene Rummelhoff
28,152
31,872
972
32,893
Jannicke Nilsson
59,380
63,106
1,924
67,271
Pål Eitrheim
19,644
21,737
663
21,737
Philippe F. Mathieu
4,645
7,529
230
8,105
Kjetil Hove
20,149
23,861
728
24,658
Hege Skryseth
2,633
5,364
164
5,364
Siv Helen Rygh
Torstensen
15,832
19,136
584
20,105
Aksel Stenerud
9,372
11,642
355
12,084
Jannik Lindbæk
12,542
11,592
353
12,206
4.4
 
Performance and AVP
 
awarded to the CEC members in the reported
financial year
 
exhibit156p28i0
28
In accordance with Equinor’s performance framework
 
and remuneration policy, performance in relation
to behaviour goals has formed an equal part to the business performance
 
in the holistic performance
assessment.
 
The assessment of the performance results for 2023
 
is presented below, including a score
measurement against the set KPI targets and behaviour
 
goals.
 
Each delivery KPI is given a score within a range of 1-5, where 5 is
 
the highest result. Each score
reflects a holistic assessment, where applicable. The holistic assessment
 
may reflect events outside the
control of the CEO or EVPs, such as exceptional fluctuations in commodity
 
prices, changes in global
conditions,
 
the industry operating environment or other relevant context.
 
The overall performance on the behaviour goals is also given a score
 
within the range of 1-5.
Performance on behaviour goals is a qualitative assessment by
 
the BoD and the CEO, as applicable,
and is supported by the results of employee feedback surveys.
 
The scores are converted into the AVP award percentage, as shown in the below conversion table.
 
As mentioned above, two factors – the threshold and the company
 
performance modifier (CPM) - are
applied to the percentage to arrive at the final AVP award pay-out levels,
 
as described above.
Select business delivery KPIs (“what” dimension) set at the corporate
 
level are applicable to both CEO
and the EVPs.
 
Table
 
4 - Performance of CEC members in the reported financial year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
Corporate delivery KPIs
“WHAT”-dimension – corporate
 
delivery KPIs for CEO and staffs EVPs - total
assessment
3.5
“WHAT”-dimension – corporate
 
delivery for EVPs with business area
responsibilities - total assessment
3.8
Target
Achievements
Assessment
Serious incident frequency
≤ 0.3
0.4
2.9
Upstream CO
2
 
intensity
≤ 8 kg/boe
6.7 kg/boe
4.8
Relative TSR
Above average in
peer ranking list
3
rd
 
quartile
2.4
Relative RoACE
Ranked in first
quartile among peers
 
1
st
 
quartile
5.0
Unit production cost (UPC)
4
< 6.0 USD/boe
6.2 USD/boe
3.0
REN power production
4
2 TWh
1.9 TWh
3.0
Holistic assessment of corporate delivery KPIs:
The final scores for the following KPIs have been adjusted
 
from actual score through the
BoD' holistic assessment:  
 
1)
 
Final score for unit production cost was increased due to impact
 
from inflation and
cost pressure
2)
 
Final score for REN power production was increased due
 
to close to target result
and substantial improvement from 2022
Additional BA-specific delivery KPIs (“what” dimension) apply to EVPs
 
with business areas
responsibilities,
 
as shown in the respective tables further below.
 
Select behaviour goals (“how” dimension) are set in relation
 
to both CEO and the EVPs and assessed
on an individual basis. The total score representing the assessment
 
of the results is shown below for
the respective CEC member. The assessment of individual behaviour goals is not disclosed.
“HOW”-dimension – behaviour goals
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
The performance results of each member of the CEC with respect
 
to the delivery KPIs and behaviour
goals set for such member are set forth further, together with the resulting AVP award level.
Anders Opedal (CEO)
«WHAT»-dimension
 
– corporate delivery KPIs for CEO
 
3.5
“HOW”-dimension – behaviour goals
3.8
4
O
nly apply to the CEO and staffs EVPs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.7
AVP award pre company
 
performance modifier
34 %
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary, USD
 
(1,000)
982
Award based on performance
evaluation
34%
n/a
334
Adjustment for company modifier
117%
0.17
57
Annual AVP award
391
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
Irene Rummelhoff (EVP MMP)
«WHAT»-dimension
 
– corporate delivery KPIs for EVPs with business area
responsibilities
 
3.8
“WHAT”-dimension – business
 
area delivery KPIs
3.0
Target
Achievements
Assessment
Production efficiency
93.30%
90.90%
2.7
Net operating income (ex derivatives)
(bn USD)
3.3
3.24
3.6
Fixed opex and SG&A (mill USD)
1,285
1,346
2.8
“HOW”-dimension – behaviour goals
3.1
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.3
AVP award pre company
 
performance modifier
29%
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary, USD
 
(1,000)
440
Award based on performance
evaluation
29%
n/a
128
Adjustment for company modifier
117%
0.17
22
Annual AVP award
149
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
BA-specific KPIs
:
 
The final scores for the following KPIs have been adjusted
 
from actual
score through the CEO’s holistic assessment of the performance:
 
Net operating income (ex derivatives) bn USD: Adjusted score
 
for the 2023 market context
and impact of actual delivery
 
Jannicke Nilsson (EVP SSU)
«WHAT»-dimension
 
– corporate delivery KPIs for staffs EVPs
3.5
“HOW”-dimension – behaviour goals
3.1
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.3
AVP award pre company
 
performance modifier
30 %
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary, USD
 
(1,000)
353
Award based on performance
evaluation
30%
n/a
106
Adjustment for company modifier
117%
0.17
18
Annual AVP award
124
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
Pål Eitrheim (EVP REN)
«WHAT»-dimension
 
– corporate delivery KPIs for EVPs with business area
responsibilities
 
3.8
“WHAT”-dimension – business
 
area delivery KPIs
2.4
Target
Achievements
Assessment
REN power generation (TWh)
2
1.9
2.5
Net operating income adjusted (mill
USD)
> -200
- 454
2.3
“HOW”-dimension – behaviour goals
3.5
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.3
AVP award pre company
 
performance modifier
29 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary,
 
USD (1000)
398
Award based on performance
evaluation
29%
n/a
115
Adjustment for company modifier
117%
0.17
20
Annual AVP award
135
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
BA-specific KPIs:
 
The final scores for the following KPIs have been adjusted
 
from actual
score through the CEO’s holistic assessment of the performance:
 
REN power generation: Adjusted score for impact of delayed
 
startup for Doggerbank unit.
Net operating income adjusted (mill USD): Adjusted for impact
 
from high pre-production
and early phase activity
Kjetil Hove (EVP EPN)
«WHAT»-dimension
 
– corporate delivery KPIs for EVPs with business
 
area
responsibilities
 
3.8
“WHAT”-dimension – business
 
area delivery KPIs
3.0
Target
Achievements
Assessment
Production (kboe/d)
1,446
1,374
2.5
UPC (nominal USD/boe)
5.8
5.8
3.1
Break-even price (CMU portfolio)
(USD/bbl)
<35
37
3.3
“HOW”-dimension – behaviour goals
3.5
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.4
AVP award pre company
 
performance modifier
31 %
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary, USD
 
(1,000)
498
Award based on performance
evaluation
31%
n/a
154
Adjustment for company modifier
117%
0.17
26
Annual AVP award
180
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
33
BA-specific KPIs
:
 
The final scores for the following KPIs have been adjusted
 
from actual
score through the CEO’s holistic assessment of the performance:
 
Break-even price (CMU portfolio), USD/bbl: Adjusted score
 
for impact on result from high
inflation.
Siv Helen Rygh Torstensen (EVP LEG)
«WHAT»-dimension
 
– corporate delivery KPIs for staffs EVPs
3.5
“HOW”-dimension – behaviour goals
3.5
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.5
AVP award pre company
 
performance modifier
32 %
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary, USD
 
(1,000)
307
Award based on performance
evaluation
32%
n/a
98
Adjustment for company modifier
117%
0.17
17
Annual AVP award
115
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
Geir Tungesvik (EVP PDP)
«WHAT»-dimension
 
– corporate delivery KPIs for EVPs with business area
responsibilities
 
3.8
“WHAT”-dimension – business
 
area delivery KPIs
3.2
Target
Achievements
Assessment
Number of wells
104
105
3.5
Break-even price (CMU portfolio)
 
(USD/bbl)
<35
37
3.3
Estimate development DG3-DG4
100 %
101 %
2.8
“HOW”-dimension – behaviour goals
3.3
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.4
AVP award pre company
 
performance modifier
31 %
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34
AVP target
25%
Annual base salary, USD
 
(1,000)
389
Award based on performance
evaluation
31%
n/a
121
Adjustment for company modifier
117%
0.17
20
Annual AVP award
141
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
BA-specific KPIs
:
 
The final scores for the following KPIs have been adjusted
 
from actual
score through the CEO's holistic assessment of the performance:
 
Break-even price (CMU portfolio), USD/bbl: Adjusted score
 
for impact on result from high
inflation
Torgrim Reitan (CFO)
«WHAT»-dimension
 
– corporate delivery KPIs for staffs EVPs
3.5
“HOW”-dimension – behaviour goals
3.1
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.3
AVP award pre company
 
performance modifier
30 %
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary, USD
 
(1,000)
469
Award based on performance
evaluation
30%
n/a
141
Adjustment for company modifier
117%
0.17
24
Annual AVP award
165
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
Aksel Stenerud (EVP PO)
«WHAT»-dimension
 
– corporate delivery KPIs for staffs EVPs
3.5
“HOW”-dimension – behaviour goals
3.1
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35
AVP award pre company
 
performance modifier
30 %
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary, USD
 
(1,000)
308
Award based on performance
evaluation
30%
n/a
93
Adjustment for company modifier
117%
0.17
16
Annual AVP award
108
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
Hege Skryseth (EVP TDI)
«WHAT»-dimension
 
– corporate delivery KPIs for EVPs with business area
responsibilities
 
3.8
“WHAT”-dimension – business
 
area delivery KPIs
3.1
Target
Achievements
Assessment
Low Carbon R&D
> 30%
40%
3.0
Software consolidation progress
50%
100%
5.0
TDI task responsibility cost savings,
mill NOK, 100%
500
1,000
1.3
“HOW”-dimension – behaviour goals
3.4
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.4
AVP award pre company
 
performance modifier
31 %
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary, USD
 
(1,000)
400
Award based on performance
evaluation
31%
n/a
124
Adjustment for company modifier
117%
0.17
21
Annual AVP award
145
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
BA-specific KPIs
:
 
The final scores for the following KPIs have been adjusted
 
from actual
score through the CEO’s holistic assessment of the performance:
 
Low carbon R&D: Adjusted for impact on target from re-prioritization of
 
R&D portfolio on
low carbon
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
36
Jannik Lindbæk (EVP COM)
«WHAT»-dimension
 
– corporate delivery KPIs for staffs EVPs
3.5
“HOW”-dimension – behaviour goals
3.0
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.3
AVP award pre company
 
performance modifier
29 %
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary, USD
 
(1,000)
303
Award based on performance
evaluation
29%
n/a
88
Adjustment for company modifier
117%
0.17
15
Annual AVP award
103
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
Philippe François Mathieu (EVP EPI)
«WHAT»-dimension
 
– corporate delivery KPIs for EVPs with business area
responsibilities
 
3.8
“WHAT”-dimension – business
 
area delivery KPIs
3.4
Target
Achievements
Assessment
Production (kboe/d)
677
708
4.0
UPC, nominal USD/boe
6.5
7.1
2.8
Break-even price (CMU portfolio)
(USD/bbl)
<35
37
3.3
“HOW”-dimension – behaviour goals
3.5
Demonstrate accountability,
 
visibility, and engagement
 
for safety, security
 
and
compliance
Build trust in Equinor
Transform the organization to deliver
 
on our common purpose and become a
leading company in the energy transition
Develop strong and diverse succession pipeline
Total
 
performance assessment for AVP
3.6
AVP award pre company
 
performance modifier
33%
AVP award
Award
outcome AVP
%
Reduction
for threshold
USD (1,000)
AVP target
25%
Annual base salary,
 
USD (1,000)
413
Award based on performance
evaluation
33%
n/a
136
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37
Adjustment for company modifier
117%
0.17
23
Annual AVP award
160
The performance assessment included the following holistic considerations,
 
which have
influenced the overall score:
Corporate delivery KPIs:
Ref comments to separate table above on corporate delivery
KPIs
BA-specific KPIs:
 
The final scores for the following KPIs have been adjusted
 
from actual
score through the CEO’s holistic assessment of the performance:
Break-even price (CMU portfolio), USD/bbl: Adjusted score for impact
 
on result from high
inflation.
4.5
 
Key performance indicators and behaviour goals forming
 
the basis for AVP
for the CEC in 2024
 
The business delivery dimension (“what”) for the variable remuneration
 
(performance year 2024) for the
CEC members will be based on an assessment against the following
 
common corporate KPIs:
 
●
 
Serious incident frequency (SIF): 0.3 or better
 
●
 
CO
₂
 
intensity for the upstream portfolio: 7 kg CO
₂
/ boe or better
 
●
 
Unit production cost (UPC): better than 6.5 USD / boe
 
●
 
Renewable (REN) power production: Doubling from 2023
●
 
Relative total shareholder return (TSR): Ranked better than peer average
●
 
Relative return on average capital employed (RoACE): Ranked
 
in first quartile among peers
 
For EVPs with business area responsibilities, the assessment of
 
the business delivery dimension will in
addition be made against the following KPIs:
Busines
s area
KPI
Unit
Target
EPN
Production
kboe/d
1,400
 
Unit Production Cost (UPC)
Nominal
USD/boe
< 6.0
 
Break-even project portfolio
 
USD/bbl
real 2023
~ 35
EPI
Production
kboe/d
672
 
Unit Production Cost (UPC)
Nominal
USD/boe
< 7.8
 
Break-even project portfolio
 
USD/bbl
real 2023
~ 35
MMP
Production efficiency
%
≥ 91.5
 
Accessed storage volume additions
Mton
not
disclosed
5
 
Adjusted earnings
USD bn
Above mid
range
(>2,4)
5
 
Not disclosed due to commercial sensitivity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38
REN
REN power production
 
TWh
Doubling
from 2023
 
Adjusted earnings
USD bn
not
disclosed
6
Strategic progress in renewables - Projects progressed to Final
Investment Decision
GW
2.5
PDP
Number of new wells
 
number
107
 
Break-even project portfolio
 
USD/bbl
real 2023
~ 35
 
Estimate development DG3-DG4 (changes)
%
 
≤ 0
TDI
High Impact Technology Implementation (HITI) - Tier 1
Implementation (value and implementation %, EPN)
%
> 90
 
IT investment and R&D (cost development %)
%
< 0
 
IT Opex (cost development %)
%
< 0
The behaviour dimension (“how”) will be based on an individual assessment
 
against the following goals:
 
-
 
Demonstrate accountability, visibility,
 
and engagement for safety, security and compliance
-
 
Build trust in Equinor
 
-
 
Transform the organization to deliver on our common purpose and become a leading company
 
in
the energy transition
 
-
 
Develop strong and diverse succession pipeline
5
 
Remuneration and company performance for 2019-2023
5.1
 
Comparative tables
 
over the remuneration and company performance
compared to the last five reported financial years
 
Table 5 - Comparative table over the remuneration and company performance over the last five reported financial years
(RFY)
Executive remuneration for 2019-2023
All amounts in USD
Remuneration
2019
2020
2021
2022
2023
Anders Opedal, CEO
Total remuneration and %
change vs previous year
881,029
-24.79%
814,098
-7.60%
2,055,02
3
152.43%
2,042,382
-0.62%
1,963,097
-3.88%
Base salary % increase in annual
salary review and on other
adjustments
4.00%
-
0.00%
133.30
%
3.50%
-
4.90%
-
5.00%
0
AVP % pre and post threshold
and company performance
modifier
28.00%
23.24%
0,00%
0,00%
30.00%
45.00%
30.00%
39.90%
34.00%
39.78%
LTI % pre and post threshold
 
25.00%
25.00%
25.00%
25.00%
30.00%
15,00%
30.00%
30.00%
30.00%
30.00%
Remuneration
2019
2020
2021
2022
2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39
Irene Rummelhoff, EVP MMP
Total remuneration and %
change vs previous year
826,342
-10.66%
681,363
-
17.54%
923,578
35.55%
960,784
4.03%
873,398
-9.10%
Base salary % increase in annual
salary review and on other
adjustments
3.80%
-
-
-
3.00%
5.40%
4.90%
-
7.70%
0
AVP % pre and post threshold
and company performance
modifier
26.00%
21.58%
-
-
28.00%
42.00%
33.00%
43.89%
29.00%
33.93%
LTI % pre and post threshold
 
25.00%
25.00%
25.00%
25.00%
25.00%
12.50%
25.00%
25.00%
25.00%
25.00%
Jannicke Nilsson, EVP SSU
Total remuneration and %
change vs previous year
757,055
-14.98%
623,702
-
17.61%
829,810
33.05%
844,012
1.71%
790,367
-6.36%
Base salary % increase in annual
salary review and on other
adjustments
3.60%
-
-
-
3.00%
5.40%
4.50%
-
5.00%
0
AVP % pre and post threshold
and company performance
modifier
23.00%
19.09%
-
-
27.00%
40.50%
28.00%
37.24%
30.00%
35.10%
LTI % pre and post threshold
 
25.00%
25.00%
25.00%
25.00%
25.00%
12.50%
25.00%
25.00%
25.00%
25.00%
Pål Eitrheim, EVP REN
Total remuneration and %
change vs previous year
669,000
-17.19%
524,113
-
21.66%
796,048
51.88%
782,549
-1.70%
782,576
0.00%
Base salary % increase in annual
salary review and on other
adjustments
3.40%
-
-
-
4.00%
17.20%
4.90%
-
8.30%
0
AVP % pre and post threshold
and company performance
modifier
26.00%
21.58%
-
-
31.00%
46.50%
27.00%
35.91%
29.00%
33.93%
LTI % pre and post threshold
 
25.00%
25.00%
25.00%
25.00%
25.00%
12.50%
25.00%
25.00%
25.00%
25.00%
All amounts in USD
Remuneration
2019
2020
2021
2022
2023
Kjetil Hove, EVP EPN
Total remuneration and %
change vs previous year
-
-
-
-
1,004,28
3
-
1,055,271
5.08%
1,004,604
-4.80%
Base salary % increase in annual
salary review and on other
adjustments
-
-
-
-
-
-
5.05%
-
8.30%
0
AVP % pre and post threshold
and company performance
modifier
-
-
-
-
32.00%
48.00%
30.00%
39.90%
31.00%
36.27%
LTI % pre and post threshold
 
-
-
-
-
25.00%
12.50%
25.00%
25.00%
25.00%
25.00%
All amounts in USD
Remuneration
2019
2020
2021
2022
2023
Torgrim Reitan, EVP CFO
Total remuneration and %
change vs previous year
904,980
-24.97%
766,448
-
15.31%
-
-
1,027,357
-
935,718
-8.92%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40
Base salary % increase in annual
salary review and on other
adjustments
3.73%
-
-
-
-
-
-
-
6.50%
0
AVP % pre and post threshold
and company performance
modifier
27.00%
22.41%
-
-
-
-
30.00%
39.90%
30.00%
35.10%
LTI % pre and post threshold
 
25.00%
25.00%
25.00%
25.00%
-
-
25.00%
25.00%
25.00%
25.00%
Siv Helen Rygh Torstensen, EVP LEG
Total remuneration and %
change vs previous year
-
-
-
-
645,511
-
691,436
7.11%
669,609
-3.16%
Base salary % increase in annual
salary review and on other
adjustments
-
-
-
-
-
-
4.90%
-
5.30%
0
AVP % pre and post threshold
and company performance
modifier
-
-
-
-
27.00%
40.50%
28.00%
37.24%
32.00%
37.44%
LTI % pre and post threshold
 
-
-
-
-
25.00%
12.50%
25.00%
25.00%
25.00%
25.00%
Geir Tungesvik, EVP PDP
Total remuneration and %
change vs previous year
-
-
-
-
-
-
806,131
-
794,266
-1.47%
Base salary % increase in annual
salary review and on other
adjustments
-
-
-
-
-
-
-
-
5.60%
0
AVP % pre and post threshold
and company performance
modifier
-
-
-
-
-
-
27.00%
35.91%
31.00%
36.27%
LTI % pre and post threshold
 
-
-
-
-
-
-
25.00%
25.00%
25.00%
25.00%
Hege Skryseth,
 
EVP TDI
Total remuneration and %
change vs previous year
-
-
-
-
-
-
1,262,536
-
730,784
-42.12%
Base salary % increase in annual
salary review and on other
adjustments
-
-
-
-
-
-
-
-
5.60%
0
AVP % pre and post threshold
and company performance
modifier
-
-
-
-
-
-
28.00%
37.24%
31.00%
36.27%
LTI % pre and post threshold
 
-
-
-
-
-
-
25.00%
25.00%
25.00%
25.00%
Aksel Stenerud, EVP PO
Total remuneration and %
change vs previous year
-
-
-
-
-
-
686,387
-
639,089
-6.89%
Base salary % increase in annual
salary review and on other
adjustments
-
-
-
-
-
-
-
-
5.60%
0
AVP % pre and post threshold
and company performance
modifier
-
-
-
-
-
-
28.00%
37.24%
30.00%
35.10%
LTI % pre and post threshold
 
-
-
-
-
-
-
25.00%
25.00%
25.00%
25.00%
Jannik Lindbæk, EVP COM
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
41
Total remuneration and %
change vs previous year
-
-
-
-
-
-
650,737
-
622,577
-4.33%
Base salary % increase in annual
salary review and on other
adjustments
-
-
-
-
-
-
-
-
5.30%
0
AVP % pre and post threshold
and company performance
modifier
-
-
-
-
-
-
28.00%
37.24%
29.00%
33.93%
LTI % pre and post threshold
 
-
-
-
-
-
-
25.00%
25.00%
25.00%
25.00%
Philippe François Mathieu, EVP
EPI
-
-
-
-
-
-
-
-
-
-
Notes to the table “Executive remuneration for 2019-2023”:
-
 
Total
 
remuneration consists of taxable compensation, non-taxable benefits
 
in kind, and estimated
pension cost for the years 2019-2020
Company performance - effect on
AVP and LTI
2019
2020
2021
2022
2023
AVP
LTI
AVP
LTI
AVP
LTI
AVP
LTI
AVP
LTI
Threshold
-
-
50 %
reduct.
-
-
50 %
reduct.
-
-
-
-
Company performance modifier
83%
-
133%
-
150%
-
133%
-
117%
-
All amounts in USD
Average remuneration on a full-time
equivalent basis of employees
2019
2020
2021
2022
2023
Equinor ASA
4)
Average base salary and %
change vs previous year, based
on USD amounts
90,260
-4.90%
86,229
-4.50%
95,893
11.20%
88,923
-7.27%
84,568
-4.90%
Change in average base salary
vs previous year, based on NOK
amounts
-
3.00%
-
1.60%
-
2.00%
-
3.40%
-
4.82%
Average total remuneration and
% change vs previous year,
based on USD amounts
123,626
-7.50%
115,137
-6.90%
135,597
17.80%
144,868
6.84%
135,611
-6.39%
Change in average total
remuneration vs previous year,
based on NOK amounts
-
0.20%
-
-0.90%
-
8.10%
-
19.2%
-
3.17%
General salary increase frame
-
3.50%
-
0.80%
-
3.50%
-
4.90%
-
5.60%
General bonus %
-
4.50%
-
3.50%
-
10.50%
-
9.30%
-
8.00%
AVP % range from manager to
SVP pre and post company
performance modifier and
threshold
11.25% -
17.5%
9.34% -
14.53%
11.25% -
17.5%
7.48% -
11.64%
11.25% -
17.5%
16.88% -
26.25%
11.25%-
17.50%
14.96%-
23.28%
11.25%-
17.50%
13.16%-
20.48%
Notes to the table “Average remuneration on a full-time equivalent basis of
 
employees”:
●
 
Offshore workers with 2-4 schedule reported as FTE 100%
42
●
 
Annual salary increase is affected by the USD/NOK exchange rate
●
 
Holiday and bonus pay are included for the year of accrual
●
 
Annual total remuneration increase is affected by bonus and any bonus shares
 
from the SSP or
LTI
●
 
Overtime allowance is not included. Pension is included as of 2022
●
 
The general bonus is payable to all permanent employees of Equinor
 
ASA who do not
participate in other short-term incentive plans, such as the AVP.
6
 
Statement by the board of directors on the remuneration
 
report
The BoD has today considered and approved the remuneration
 
report of Equinor for the financial year 1
January - 31 December 2023.
 
The remuneration report has been prepared in accordance with Norwegian
 
Public Limited Liability
Companies Act, section 6-16b and regulation 2020-12-
11
-2730 and the Norwegian Accounting Act
section 7-31b.
In our opinion, the remuneration report is in accordance with
 
the remuneration policy adopted at the
annual general meeting, and is free from material misstatement and
 
omissions, whether due to fraud or
error.
The remuneration report will be presented for an advisory vote at
 
the annual general meeting.
Oslo, 17
March 2024
The Board of directors of Equinor
 
Jon Erik Reinhardsen,
 
Chair
Anne Drinkwater, Deputy-chair
Hilde Møllerstad
 
Per Martin Labråten
 
Tove
 
Andersen
Rebekka Glasser Herlofsen
 
Finn Bjørn Ruyter
 
Haakon Bruun-Hanssen
Stig Lægreid
 
Jonathan Lewis
 
 
43
7
 
Independent auditor’s statement on the remuneration report
[Removed from Exhibit 15.6 as it does not form part of Equinor’s
 
Annual Report on Form 20-F as filed
with the SEC.]
 
 
 
 
 
 
 
 
 
44
8
 
Appendix: Executive remuneration policy 2021
8.1
 
Remuneration to the board of directors
 
Approach to setting fees
Basis of fees
Other items
The remuneration to the board
and its committees is decided
by the corporate assembly,
based on a recommendation
from the nomination
committee.
The board members have an annual,
fixed remuneration, except for deputy
members (only elected for employee-
representative board members) who
receive remuneration per meeting
attended.
Separate rates are set for the board's
chair, deputy chair and other members.
Separate rates are also adopted for the
board's committees, with similar
differentiation between the chair and the
other members of each committee.
The employee-representative members of
the board receive the same remuneration
as the shareholder-representative
members. The board receives its
remuneration by cash payment.
The board members from outside Scandinavia and
outside Europe, respectively, receive separate
travel allowances for each meeting attended.
Remuneration for board membership is not linked to
performance and no share or option programmes or
similar structures are in place.
Employee-representative board members may
participate in variable pay, pension and benefit
programs according to their location and grade in
line with other employees.
None of the shareholder-representative board
members have a pension scheme or agreement
concerning pay after termination of their office with
the company.
If shareholder-representative members of the board
and/or companies they are associated with should
take on specific assignments for Equinor in addition
to their board membership, this will be disclosed to
the full board.
8.2
 
Remuneration to the corporate assembly
 
Approach to setting fees
Basis of fees
The remuneration to the corporate assembly is decided by the
general meeting, based on a recommendation from the
nomination committee
The members have an annual, fixed remuneration, except for
deputy members who receive remuneration per meeting
attended.
Separate rates are set for the corporate assembly’s chair,
deputy chair and other members. The employee-elected
members of the corporate assembly receive the same
remuneration as the shareholder-elected members.
8.3
 
Remuneration to the CEC
The board of directors’ complete remuneration policy and report for executive personnel follows.
 
Remuneration policy
 
The following guidelines for remuneration of Equinor’ corporate
executive committee proposed by the board of directors were
approved by the 2021 annual general meeting, pursuant to the
Norwegian Public Limited Liability Companies Act, section 6-16
a and supplementing regulations. The policy also includes
compensation to members of the board of directors and the
corporate assembly employed by the company, which is
explained in the above section “ Remuneration to the board of
directors and corporate assembly”. The policy is subject to
approval by the annual general meeting at every material
change and, in any case, at least every fourth year.
 
Equinor’s remuneration policy and terms are aligned with the
company’s overall strategy, values, people policy and
performance-oriented framework. Our rewards and recognition
for executives are designed to attract and retain the right
people; people who are committed to deliver on our business
strategy and able to adapt to a changing business
environment. Equinor’s remuneration framework contributes to
the business strategy, long-term interests and sustainability of
the company.
 
45
A key role for the board of directors is to ensure that executive
compensation is competitive, but not market leading, in the
markets where we operate. The board is committed to
ensuring that executive compensation is fair and aligned with
our overall remuneration philosophy and compensation levels
in the company, and in line with shareholders’ interests.
The remuneration policy is an integrated part of our values-
based performance framework. It has been designed to:
●
 
Contribute to the business strategy, long-term
interests and sustainability of the company
●
 
Strengthen the common interests of employees in the
Equinor group and its shareholders
●
 
Reflect the company’s overall performance and
financial results
●
 
Be competitive and aligned with local markets
●
 
Equally reward and recognise “What” we deliver and
“How” we deliver
 
●
 
Differentiate on the basis of responsibilities and
performance
●
 
Be acknowledged as fair, transparent, consistent and
non-discriminatory
●
 
Promote collaboration and teamwork
●
 
Fully align with our values and HSE standards
●
 
Promote continuous improvement and a sustainable
cost level
 
The decision-making process
 
The decision-making process for implementing or changing our
remuneration policy, and the determination of salaries and
other remuneration for the corporate executive committee, are
in accordance with the provisions of the Norwegian public
limited liability companies act sections 5-6 and 6-16 a and the
board’s rules of procedure. The board of director’s rules of
procedure are available at www.equinor.com/board.
The board of directors has appointed a designated
compensation and executive development committee. The
compensation and executive development committee is a
preparatory body for the board of directors. The committee’s
main objective is to assist the board of directors in its work
relating to the terms of employment for Equinor’s chief
executive officer and the main principles and strategy for the
remuneration and leadership development of our senior
executives. The board of directors determines the chief
executive officer’s salary and other terms of employment. The
committee shall prepare a proposal for new guidelines at every
material change and, in any case, every fourth year and submit
it to the general meeting for resolution. The guidelines shall be
in force until new guidelines have been adopted by the general
meeting.
 
The compensation and executive development committee
answers to the board of Equinor ASA for the performance of its
duties. The work of the committee in no way alters the
responsibilities of the board of directors or the individual board
members.
For further details about the roles and responsibilities of the
compensation and executive development committee, please
refer to the committee’s instructions available at
www.equinor.com/compensationcommittee.
Equinor purpose, vision and overall strategy
Equinor’s purpose is turning natural resources into energy for
people and progress for society, and our vision is to shape the
future of energy. We are strongly committed to creating
shareholder value and with a leading role in the energy
transition towards a low-carbon future.
 
While our strategic pillars of “always safe”, “high value” and
“low carbon” remain firm, we will further strengthen in the areas
of a) an optimised oil & gas portfolio, b) a faster growing
renewable business, c) expanding our low-carbon solutions
business.
 
Within all areas, technology and innovation will be key
accelerators to drive value and improved performance. We will
use our strengths and experience within the oil & gas portfolio
as a foundation for developing offshore wind at scale,
establishing new value chains, and for developing new low
carbon energy sources.
Equinor’s performance framework and the
link to business strategy, long-term interests
and sustainability of the company
Our performance framework translates the company vision,
values and strategy into actions and results for the company,
its units, teams and every leader and employee.
 
Performance is evaluated in two dimensions; “What” we deliver
and “How” we deliver. This is the core of our values-based
performance culture and means that delivery (“what”) and
behaviour (“how”) are equally weighted when recognising and
rewarding individual performance.
 
“What” we deliver (business delivery) is defined through the
company’s performance framework “Ambition to Action”, which
addresses strategic objectives, key performance Indicators
(performance indicators) and actions across the five
perspectives; Safety, Security and Sustainability, People and
Organisation, Operations, Market and Finance. Generally,
Equinor believes in setting ambitious targets to inspire and
drive strong performance. Each year individual performance
goals (“what”) based on the company’s “Ambition to Action” are
established for the CEO and the executive vice presidents.
The board decides annually a set of strategic objectives and
performance indicators that will form basis for the assessment
of the business delivery dimension (“What”). These
performance indicators and related targets for the upcoming
performance year shall be disclosed in the annual
remuneration report. Examples of such performance indicators
are Serious Incident Frequency (SIF), CO2 intensity for the
upstream portfolio, Levelised cost of energy (LCOE),
Production efficiency (PE), Production based availability (PBA),
Relative Total Shareholder Return (TSR), Relative ROACE,
Improvement impact etc.
Goals on “How” we deliver are based on Equinor’s core values
and leadership principles and address the behaviour required
and expected to achieve the delivery goals. We believe in
46
developing a strong leadership and culture recognised by our
values, driving the long-term and sustainable success of the
company. The CEO and the executive vice presidents have
individual behaviour goals within prioritised behaviour themes
such as safety and compliance, empowerment, diversity and
inclusion, collaboration and sustainability and climate.
Performance evaluation is holistic, involving both measurement
and assessment. Significant changes in assumptions are taken
into account, as well as target ambition levels, sustainability of
delivered results and strategic contribution.
The balanced approach, which involves a broad set of goals
defined in relation to both “What” and “How” dimensions and
an overall performance evaluation, significantly reduces the
likelihood that remuneration policies may incentivise excessive
risk-taking or have other material adverse effects.
 
The remuneration concept for the corporate executive
committee Equinor’s remuneration for the corporate executive
committee consists of the following core elements;
●
 
Fixed remuneration: base salary and as applicable
fixed salary addition
 
●
 
Variable pay: annual variable pay (AVP) and long-
term incentive (LTI)
●
 
Benefits: primarily pension, insurance and share
savings plan
The following table illustrate how the reward policy is translated
into our key remuneration elements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47
Main elements - Equinor executive remuneration
Remuneration
element
 
Objective
Award level
 
Performance criteria
Base
salary
Attract and retain the right
individuals by providing
competitive but not
market-leading terms.
We offer base salary levels which are aligned
 
with and
differentiated according to the individual's
responsibility, performance
 
and contribution to
company’s goals. The level is competitive
 
in the
markets in which we operate.
 
The base salary is normally subject
to annual review based on an
evaluation of the individual’s
performance and contribution to
the company’s goals.
Fixed
salary
addition
The fixed salary addition is
paid in lieu of pension
accrual above 12G, applied
as a supplementing fixed
remuneration element to
be competitive in the
market.
Members of the corporate executive committee
employed by Equinor ASA prior to 1 September 2017,
that have taken up their first position in the CEC after
13 February 2015, receive a fixed salary addition in
lieu of pension accrual above 12G
6
 
with reference to
the section on pension and insurance scheme.
No performance criteria are linked
to the fixed salary addition. The
fixed salary addition is not
pensionable and does not form
basis for variable pay.
Annual
variable
pay (AVP)
Encourage our pay for
performance culture and
individual’s contribution to
the company’s business
strategy. Rewarding
individuals for annual
achievement of business
objectives, both the
“What” and the “How”.
Members of the corporate executive committee
employed by Equinor ASA are from performance year
2022 entitled to annual variable pay ranging from 0 –
45% of their base salary. Target
7
 
value is 25%. For
members of the CEC employed outside the Norwegian
market, see section below on remuneration policy for
international executives.
The threshold principles and the company
performance modifier are applied (see explanations
below).
The company reserves the right to recover all or
 
part
of the annual bonus, if performance data is
subsequently proven to be misstated.
 
Performance is measured over one
financial year and is based on the
achievement of annual
performance goals (“How” and
“What” to deliver), in order to
create long-term and sustainable
shareholder value. Assessment of
goals defined in the individual’s
performance contract including
objectives related to selected
performance indicator’s on the
balanced scorecard constitute the
basis for annual variable pay.
 
Long-term
incentive
(LTI)
Strengthen the alignment
of top management and
shareholders’ long-term
interests and sustainability
of the company. Retention
of key executives.
 
For members of the corporate executive committee
employed by Equinor ASA, the LTI
 
is calculated as a
portion of the participant’s base salary.
 
On behalf of
the participant, the company acquires shares
equivalent to the net annual grant amount. The shares
are subject to a three-year lock-in period and then
released for the participant’s disposal. If
 
the lock-in
obligations are not fulfilled, the executive has to pay
back the gross value of the locked-in shares limited
 
to
the gross value of the grant amount.
The level of the annual LTI reward
 
for the CEC
members employed by Equinor ASA is in the range
 
of
25-30% of the base salary. For
 
members of the CEC
employed outside the Norwegian market, see section
below on remuneration policy for international
executives.
The threshold principles are applied to the annual
grant. The company performance modifier is not
applied to the LTI in Equinor
 
ASA.
In Equinor ASA, LTI participation
and grant level are reflective of the
level and impact of the position
and company performance as
reflected by the threshold.
Pension &
insurance
schemes
Provide competitive
postemployment and other
benefits.
The company offers a general occupational pension
plan and insurance scheme aligned with local
markets. Reference is made to the section on pension
and insurance scheme.
N/A
 
Employee
share
savings
programme
(SSP)
Align and strengthen
employee and
shareholders’ interests
and remunerate for long
term commitment and
value creation.
Eligibility extends to all employees at Equinor and in
all markets, subject to local legislation. Participants
can purchase shares up to 5% of base salary.
 
With effect from 2022 share
savings, bonus shares from
the share saving programme will
be awarded to the CEO and EVPs
after a lock in
period of 3 calendar years after
the year of saving.
Other
taxable and
non-
taxable
benefits
Attract and retain the right
individuals by providing
competitive but not
market-leading terms.
The members of the corporate executive committee
have benefits in-kind such as company car and
 
health
checks. They are also eligible for participation in the
share saving scheme as described above, and they
take part in the general benefit and welfare program of
the company.
N/A
6
 
G represents the basic amount of the Norwegian
 
social security system. 1G per 31 December 2023
 
equals NOK 118 620..
7
 
Target value reflects satisfactory deliveries according to agreed goals
48
Remuneration policy for international executives
Equinor is a broad global energy company, developing oil, gas, wind and solar energy in around 30 countries. The
company has high goals related to diversity and inclusion, and diversity at all levels including
 
among top management is
crucial in ensuring the long-term sustainable success of the company. From time to time the company will appoint
executives employed in international markets with different framework for executive base pay, variable pay and benefits,
than what is the case in the Norwegian market. To be able to hire international executives, the company needs to offer
competitive compensation in the markets where it operates. The policy of being competitive but not market leading
 
still
remains.
 
In order to ensure Equinor’s competitive position and attract talent in the international market,
 
the board of directors has
the mandate to exceed the levels for variable pay and pension terms described in the table
 
above, for remuneration of
executive vice presidents hired in the international market and the remuneration level will
 
reflect the at any time
prevailing and documented market level for the EVP position. The annual variable pay shall
 
not exceed 50% of base
salary at target (100% maximum) and the long-term incentive (LTI) annual grant shall be maximum 70% of base salary.
The threshold for variable pay and the company performance modifier as described below will apply. For the
international LTI a three years’ average company performance modifier will be applied. Pension contribution will be in
accordance with the local market, and the 12G cap on pension used in the Norwegian tax favored regime
 
is not
applicable for the international executives. Any decision on terms and conditions as described
 
above will be included in
the remuneration report subject to review and endorsement by the annual general meeting.
Duration of contracts with executive vice presidents
Duration of contracts with the executive vice presidents are not limited to a certain period and are
 
valid until the
executive resigns from the position or enters into a new position in the company.
Mobility
To support the company’s need for a mobile workforce also at the senior executive level, the company’s standard
international assignment framework can be used for candidates employed in a different country than the location
 
of the
CEC role. International assignment for a CEC position will normally be limited to a three-year period.
 
Localisation and relocation
If an executive is recruited to Equinor and employed on local terms and conditions different from the executive’s country
and market, the company may decide to cover reasonable relocation costs including housing and
 
schooling within the
international assignment framework for these elements for a period up to two years.
 
Threshold for variable pay and company performance modifier
The threshold and company performance modifier are implemented to strengthen the link between the
 
company’s
overall financial results and the individual variable pay.
Threshold
The threshold is implemented for affordability reasons to ensure that no or reduced variable pay would be granted
 
if the
company’s financial performance and position is weak and in a critical situation. The financial threshold is
 
applicable for
payment of annual variable pay and award of LTI grant.
The threshold has the following guiding parameters;
 
1) Cash flows provided by operating activities after tax and before working capital items
 
2) Net debt ratio and development
 
3) Company’s overall operational and financial performance.
“Green zone”
Cash flows provided by operating activities after tax and before working capital items higher
 
than USD 12 billion and a
net debt ratio below 30% will normally guide for no reduction of bonus.
“Yellow zone”
 
Cash flows provided by operating activities after tax and before working capital items lower
 
than USD 12 billion but
higher than USD 8 billion and a net debt ratio between 30% and 45% will normally guide
 
a reduction of bonus but not
annulment.
“Red zone”
 
Cash flows provided by operating activities after tax and before working capital items lower
 
than USD 8 billion and a net
debt ratio above 45% will normally guide no bonus.
Application of the threshold is subject to a discretionary assessment of the company’s overall performance
 
by the board
of directors. These measures and targets are indicative and will form part of a broader
 
assessment of bonus award. The
exhibit156p49i0
49
conclusion considers both achieved results and how these results are expected to impact the company’s
 
medium and
long-term development and value creation.
Company performance modifier
Based on approval by the annual general meeting in 2016, a company performance modifier was introduced
 
and has
been applied in the calculation of variable pay.
 
The company performance will be assessed against two equally weighted measures: relative
 
total shareholder return
(TSR) and relative return on average capital employed (ROACE). TSR and ROACE are currently
 
also applied as
performance indicators in the corporate performance management system.
 
The results of these two performance measures are compared to our peers and determine Equinor’s
 
relative position. A
position of Quartile 1 means that Equinor is amongst the top scoring quartile of peer companies.
 
A position of Quartile 4
means that Equinor is in the bottom performing quartile. In years with strong deliveries on relative
 
TSR and ROACE, the
matrix will result in the variable pay being modified with a factor higher than one and, correspondingly, lower than one in
weak years. The combination of ratings for both measures, will act as a ‘multiplier’
 
according to the guideline in the
matrix displayed below.
By applying relative numbers, the effect of fluctuating oil price will be reduced.
 
Within the framework of 50 - 150%, the matrix is a guideline and the multiplier (percentages)
 
may be adjusted if oil or
gas price effects or other occurrences outside the control of the company are deemed to cause
 
disproportionate results
in a given year. Application of the modifier is subject to discretionary assessment based on the company’s overall
performance.
The company performance modifier will be used in calculations of annual variable pay for members
 
of the corporate
executive committee. The modifier will also be applied in other variable pay schemes below the
 
corporate executive
level. Further application of the company performance modifier will also be assessed and
 
decided if deemed
appropriate.
The annual variable pay for members of the corporate executive committee employed by Equinor ASA
 
will be within a
framework of 45% of base salary, irrespective of the result of the modifier.
 
Pension and insurance schemes
 
Members of the corporate executive committee in Equinor ASA are covered by the company’s general occupational
pension scheme which is a defined contribution scheme with a contribution level of 7% below
 
7,1 G and 22% above 7,1
G. A defined benefit scheme is retained by a grandfathered group of employees. For new members
 
of the corporate
executive committee appointed after 13 February 2015, a cap on pension contribution at 12 G is
 
applied. In lieu of
pension accrual above 12 G a fixed salary addition of 18% is provided. This element does
 
not form basis of calculation
of AVP and LTI.
 
The 12 G cap is based on the Norwegian tax favoured occupational pension schemes
 
and will not be
applied to the pension schemes of executives employed outside Norway.
 
50
Members of the corporate executive committee employed in Equinor ASA and appointed before 13 February
 
2015,
maintain their pension contribution above 12 G based on obligations in previously established
 
agreements.
Pension terms that historically have been individually agreed with elements outside the framework
 
above will be
described in the annual remuneration report.
 
Equinor ASA has implemented a general cap on pensionable income at 12 G for all
 
new hires into the company
employed as of 1 September 2017.
In addition to the pension benefits outlined above, the executive vice presidents in the parent
 
company are offered
disability and dependents’ benefits in accordance with Equinor’s general pension
 
plan/defined benefit plan. Members of
the corporate executive committee are covered by the general insurance schemes applicable within
 
Equinor.
Severance pay arrangements
The chief executive officer and the executive vice presidents are entitled to a severance payment equivalent to
 
six
months’ salary, commencing after the six months’ notice period, when the resignation is requested by the company. The
same amount of severance payment is also payable if the parties agree that the employment should
 
be discontinued,
and the individual gives notice pursuant to a written agreement with the company. Any other payment earned by the
individual during the period of severance payment will be fully deducted. This relates to earnings
 
from any employment
or business activity where the individual has active ownership.
The entitlement to severance payment is conditional on the chief executive officer or the executive vice president
 
not
being guilty of gross misconduct, gross negligence, disloyalty or other material breach
 
of his/her duties.
The chief executive officer’s/executive vice president’s own notice will not instigate any severance payment.
Release of earned LTI grants and bonus shares at end of employment
 
If termination of employment is based on a mutual agreement between the executive and
 
Equinor, the company may
decide to release locked in LTI shares and award already earned bonus shares in the share savings scheme at the end
of employment.
Salary and employment conditions of other employees
Salary and employment conditions of employees of the company have been taken into account
 
when establishing the
remuneration policy. The remuneration and employment framework for the members of the executive committee are
based on the same main principles as applicable for the remuneration frameworks for senior
 
leaders in the company in
general.
Recruitment policy
From time to time, Equinor may recruit executives from outside of the organisation. Our
 
principles are designed to
attract and retain the right individuals to ensure the successful implementation of
 
our strategy and to safeguard our
long-term interests.
 
If an individual forfeits remuneration as a result of recruitment to Equinor, the company can compensate partly or fully
for the documented financial loss of unvested short and long-term incentive opportunity held by
 
preferred external
candidates. Such decision will take into consideration the vehicle, expected value and timing
 
of forfeited awards. Any
buy-out will be limited to one year’s base salary and normally paid over a period
 
of 24 months.
 
1
Board statement on corporate governance
Message from the chair of the board of directors
 
Together with Equinor’s values, risk management principles and our Code of Conduct, the principles for corporate governance are
Equinor’s most important management framework. Equinor’s board of directors
 
adheres to good corporate governance standards and
will ensure that Equinor either complies with the Norwegian Code of Practice for Corporate
 
Governance (the Code of Practice) or
explains possible deviations from the Code of Practice. The Code of Practice can be found at www.nues.no .
 
The principles and legislation for reporting are evolving. Last year, we published our first integrated annual report which combined
financial and sustainability reporting into one report. This year, we present the board’s statement on corporate governance separately
for the first time, highlighting the importance of our principles for corporate governance. Next year, the European Sustainability
Reporting Standards (ESRS) will shape our reporting, as we also expect the Corporate
 
Sustainability Reporting Directive (CSRD) to
add further requirements to our reporting, including on corporate governance.
 
The board of directors are closely following the changes and will continue to do so in 2024 to ensure that
 
our corporate governance
principles and practices are of the highest quality.
Table of contents
1 Implementation and reporting ................................................................
 
................................
 
................................
 
...........................3
Compliance with New York Stock Exchange listing rules ................................................................
 
................................
 
.................3
2 Business
 
................................
 
................................
 
................................
 
................................
 
................................
 
...........................4
3 Equity and dividends
 
................................
 
................................
 
................................
 
................................
 
................................
 
.........5
4 Equal treatment of shareholders and transactions with close associates
 
................................
 
................................
 
..........................6
5 Freely negotiable shares................................................................
 
................................
 
................................
 
................................
 
...7
6 General meeting of shareholders
 
................................
 
................................
 
................................
 
................................
 
......................7
7 Nomination committee
 
................................
 
................................
 
................................
 
................................
 
................................
 
......8
8 Corporate assembly, board of directors and corporate executive committee
 
................................
 
................................
 
..................10
Corporate assembly ................................................................
 
................................
 
................................
 
................................
 
.......10
Board of directors
 
................................
 
................................
 
................................
 
................................
 
................................
 
...........12
Corporate executive committee (CEC)
 
................................
 
................................
 
................................
 
................................
 
...........12
9 The work of the board of directors ................................................................
 
................................
 
................................
 
..................13
The board of directors’ committees ................................................................
 
................................
 
................................
 
................14
10 Risk management and internal control
 
................................
 
................................
 
................................
 
................................
 
..........16
Risk management ................................................................
 
................................
 
................................
 
................................
 
..........16
Code of Conduct ................................................................
 
................................
 
................................
 
................................
 
............17
11 Remuneration to the board of directors and corporate assembly
 
................................
 
................................
 
................................
 
..18
12 Remuneration to the corporate executive committee
 
................................
 
................................
 
................................
 
....................18
13 Information and communications
 
................................
 
................................
 
................................
 
................................
 
..................18
14 Take-overs
 
................................
 
................................
 
................................
 
................................
 
................................
 
....................19
15 External auditor................................................................
 
................................
 
................................
 
................................
 
.............19
exhibit157p2i0
 
2
This statement provides a detailed overview of how Equinor follows the Norwegian Code of Practice
 
for Corporate Governance (the
Code of Practice)
 
and describes the foundation and principles for Equinor’s corporate governance structure which should
 
be seen in
context with information in the Integrated Annual Report,
 
section 1.9 Corporate governance and risk management. Further information
can be found on www.equinor.com,
 
The Code of Practice covers 15 topics, and this board statement covers each of these topics
 
and describes Equinor’s adherence to
the Code of Practice. The information concerning corporate governance that is required to be
 
disclosed under the Norwegian
Accounting Act Section 3-3b is included in this board statement as follows:
 
1.
 
“A statement of the recommendations and regulations concerning corporate governance that
 
the enterprise is subject to or
otherwise chooses to comply with”: Described in this introduction as well as in section 1 Implementation
 
and reporting.
2.
 
“Information on where the recommendations and regulations mentioned in no 1 are available to the
 
public”: Described in this
introduction.
3.
 
“Reasons for any non-conformance with recommendations and regulations mentioned in no 1”:
 
There are two deviations from the
Code of Practice’
 
recommendations, one in section 6 General meeting of shareholders and the other
 
in section 14 Take-overs.
The reasons for these deviations are described under the respective sections of this statement.
4.
 
“A description of the main elements in the enterprises, and for entities that prepare Consolidated financial
 
statements, also the
Group’s (if relevant) internal control and risk management systems linked to the financial reporting process”: Described
 
in section
10 Risk management and internal control.
5.
 
“Articles of Association which entirely or partly expand or depart from provisions of Chapter 5 of the Public
 
Limited Liability
Companies Act”: Described in section 6 General meeting of shareholders.
6.
 
“The composition of the board of directors, the corporate assembly, the Committee of Shareholders’
 
Representatives and the
Control Committee and any working committees related to these bodies, as well as a description
 
of the main instructions and
guidelines that apply to the work of the bodies and any committees”: Described in section 8 Corporate
 
assembly, board of
directors and corporate executive committee and section 9 The work of the board
 
of directors.
7.
 
“Articles of Association governing the appointment and replacement of directors”: Described in section 8
 
Corporate assembly,
board of directors and corporate executive committee under the sub-heading Board of directors.
8.
 
“Articles of Association and authorisations empowering the board of directors to decide that the
 
enterprise is to buy-back or issue
its own shares or equity certificates”: Described in section 3 Equity and dividends.
9.
 
“A description of the enterprise’s guidelines for gender equality and diversity with regard to, for example, age,
 
gender and
educational and professional background for the composition of boards, management and governing
 
bodies and if relevant any
sub-committees. The objective of the guidelines, how they have been implemented and their
 
effect during the reporting period
shall be stated. If the enterprise does not have such guidelines, this must be justified”: Described
 
in section 7 Nomination
committee.
Nomination, elections and reporting in Equinor ASA
 
3
1 Implementation and reporting
Equinor ASA is a Norwegian-registered public limited liability company with its primary listing
 
on Oslo Stock Exchange (Oslo Børs),
and the foundation for the Equinor group’s governance structure is Norwegian law. American Depositary Receipts (ADRs)
representing ordinary shares are listed on the New York Stock Exchange (NYSE), and Equinor is therefore subject to the listing
requirements of NYSE and the applicable reporting requirements of the US Securities
 
and Exchange Commission (SEC rules).
The board of directors focuses on maintaining a high standard of corporate governance in line with
 
Norwegian and international
standards of best practice. Good corporate governance is a prerequisite for a sound and sustainable
 
company, and our corporate
governance is based on openness and equal treatment of shareholders. Governing structures
 
and controls help to ensure that we run
our business in a justifiable and profitable manner for the benefit of employees, shareholders,
 
partners, customers and society.
 
The work of the board of directors is based on the existence of a clearly defined division of roles and responsibilities
 
between the
shareholders, the board of directors and the company’s corporate executive committee.
The following principles underline Equinor’s approach to corporate governance:
 
●
 
All shareholders will be treated equally.
●
 
Equinor will ensure that all shareholders have access to up-to-date, reliable and relevant information
 
about its activities.
●
 
Equinor will have a board of directors that is independent (as defined by Norwegian standards)
 
of the group’s corporate executive
committee. The board of directors focuses on preventing conflicts of interest between shareholders,
 
the board of directors and
the company’s corporate executive committee.
 
●
 
The board of directors will base its work on the principles for good corporate governance (the Code
 
of Practice).
The governance and management system is further elaborated on at www.equinor.com/cg where shareholders and stakeholders can
explore any topic of interest in more detail.
Compliance with New York Stock Exchange listing rules
Equinor’s primary listing is on the Oslo Børs. Equinor is also registered as a foreign
 
private issuer with the US Securities and
Exchange Commission with ADRs representing its ordinary shares listed on the NYSE.
While Equinor’s corporate governance practices follow the requirements of Norwegian law, Equinor is also subject to the NYSE’s
listing rules.
Equinor is considered a foreign private issuer in the US and is thus exempted from most of the NYSE
 
corporate governance
standards that domestic US companies must comply with. However, Equinor is required to disclose any significant ways in which its
corporate governance practices differ from those applicable to domestic US companies under the NYSE
 
rules. A statement of
differences is set out below:
Corporate governance guidelines
The NYSE rules require domestic US companies to adopt and disclose corporate governance
 
guidelines. Equinor’s corporate
governance principles are developed by the corporate executive committee and the board of directors, in accordance with
 
the Code of
Practice and applicable law. Oversight of the board of directors and the CEO’s management of the company is exercised by the
corporate assembly.
Director independence
The NYSE rules require domestic US companies to have a majority of “independent directors”. The
 
NYSE definition of an
“independent director”
 
sets out five specific tests of independence and requires an affirmative determination by the board of directors
that the director has no material relationship with the company.
Pursuant to Norwegian company law, Equinor’s board of directors consists of members elected by the corporate assembly as
representatives for both shareholders and employees. Equinor’s board of directors has determined that, in its judgment,
 
all
shareholder-representatives are independent. In making its determinations of independence,
 
the board of directors focuses inter alia
on there not being any conflicts of interest between shareholders, the board of directors and the company’s corporate executive
committee. It does not strictly make its determination based on the NYSE’s five specific tests but
 
takes into consideration all relevant
circumstances which may in the board of director’s view affect the directors’ independence. The directors elected
 
from among
Equinor’s employees would not be considered independent under the NYSE rules as they
 
are employees of Equinor. None of these
employee representatives are executive officers of the company.
For further information about the board of directors, see 8 Corporate assembly, board of directors and corporate executive committee.
 
Board committees
Pursuant to Norwegian company law, managing the company is the responsibility of the board of directors. Equinor has the following
board committees; an audit committee, a safety, sustainability and ethics committee and a compensation and executive development
 
4
committee. The audit committee and the compensation and executive development committee operate pursuant to
 
instructions that
are broadly comparable to the applicable committee charters required by the NYSE rules. They
 
report on a regular basis to, and are
subject to, oversight by the board of directors. For further information about the board committees,
 
see 9 The work of the board of
directors.
Equinor complies with the NYSE rule regarding the obligation to have an audit committee that meets
 
the requirements of Rule 10A-3
of the US Securities Exchange Act of 1934.
The members of Equinor’s audit committee include an employee representative director.
 
Equinor relies on the exemption provided in
Rule 10A-3(b)(1)(iv)(C) from the independence requirements of the US Securities Exchange Act
 
of 1934 with respect to the employee
representative director. Equinor believes that its reliance on this exemption will not materially adversely affect the ability of the audit
committee to act independently or to satisfy the other requirements of Rule 10A-3 relating to
 
audit committees. The other members of
the audit committee meet the independence requirements under Rule 10A-3.
Among other things, the audit committee evaluates the qualifications and independence of the company’s external auditor.
However,
in accordance with Norwegian law, the auditor is elected by the annual general meeting of the company’s shareholders.
Equinor does not have a nominating/corporate governance committee formed from its board of directors. Instead,
 
the roles prescribed
under the NYSE rules for such committee are principally carried out by the corporate assembly and
 
the nomination committee. The
nomination committee is elected by the general meeting of shareholders,
 
and the corporate assembly is elected partly by the general
meeting of shareholders and partly by and among the employees. The nomination committee, which is elected
 
by the general meeting
of shareholders, recommends to the corporate assembly the candidates and remuneration for the board of directors. The
 
nomination
committee also recommends to the general meeting of shareholders the candidates and remuneration
 
for the nomination committee
and the shareholder representative candidates and remuneration for the corporate assembly.
NYSE rules require the compensation committee of US companies to comprise independent
 
directors, recommend senior
management remuneration and determine the independence of advisors when engaging them. Equinor, as a foreign private issuer, is
exempted from complying with these rules and is permitted to follow its home country regulations.
 
The compensation committee
consists of four shareholder representatives and one employee representative.
 
Equinor’s compensation committee makes
recommendations to the board of directors regarding remuneration to the corporate executive committee,
 
including that of the CEO.
Further, the compensation committee assesses its own performance and has the authority to hire external advisors.
 
Shareholder approval of equity compensation plans
The NYSE rules require that, with limited exemptions, all equity compensation plans must be
 
subject to a shareholder vote. Equinor
ASA remuneration schemes, including equity compensation plans, are approved by the CEO. The
 
BoD is informed if the terms and
conditions affect executives and senior executives. Issuance of shares and authority to buy-back company shares
 
for the company’s
equity compensation plans must be proposed by the BoD and approved by Equinor's
 
annual general meeting of shareholders.
Deviations from the Code of Practice: None
2 Business
Equinor is an international energy company headquartered in Stavanger, Norway. The company has business operations in around
30 countries and approximately 23,000 employees worldwide. Equinor ASA is a public limited liability
 
company organised under the
laws of Norway and subject to the provisions of the Norwegian Public Limited Liability Companies
 
Act. The Norwegian State is the
largest shareholder of Equinor ASA, with a direct ownership interest of 67%. Equinor is continuously
 
developing the Norwegian
Continental Shelf (NCS) and focusing its international portfolio to deliver sustainable value in the
 
decades to come, at the same time
as it develops a profitable renewables business and secure opportunities in the low carbon market.
Equinor is the largest oil and gas operator in the NCS and is among the world's largest net
 
sellers of crude oil and condensate.
Equinor is the largest supplier of energy to Europe and still has positions on processing and refining
 
operations. Equinor also markets
and sells the Norwegian State’s share of the natural gas and crude oil produced on the NCS. Equinor contributes
 
to the development
of new low carbon energy resources, has on-going offshore and onshore renewables activities internationally and is at
 
the forefront of
the implementation of technology for carbon capture and storage (CCS) in Europe and US.
Objective, strategies and risk profiles
Equinor’s objective is defined in the articles of association section 1 and is to develop,
 
produce and market various forms of energy
and derived products and services, as well as other business. The activities may also
 
be carried out through participation in or
cooperation with other companies. Equinor's current articles of association were adopted
 
at the annual general meeting of
shareholders on 10 May 2023 and are available at www.equinor.com/articlesofassociation.
Equinor’s purpose is turning natural resources into energy for people and progress for society. The board of directors has approved a
corporate strategy to deliver on this purpose and the strategy has been translated into concrete
 
objectives and targets to align
execution.
 
 
 
5
Equinor’s corporate strategy is presented in the Integrated Annual Report in section
 
1.5 Our Strategy.
In pursuing the vision and strategy, Equinor is committed to the highest standard of governance and to cultivating a values-based
performance culture that rewards exemplary ethical practices, respect for the environment and personal
 
and corporate integrity. The
company continuously considers prevailing international standards of best practice when defining
 
and implementing company policies,
as Equinor believes that there is a clear link between high-quality governance and the
 
creation of shareholder value.
At Equinor, the way we deliver is as important as what we deliver. The Equinor Book, which addresses all Equinor employees, sets
the standards for behaviour, delivery and leadership.
The values guide the behaviour of all Equinor employees. The corporate values are "courageous", "open",
 
"collaborative" and
"caring". Both the values and ethics are treated as an integral part of business activities. The Code
 
of Conduct is further described in
section 10 Risk management and internal control.
Equinor also focus on managing the impacts of its activities on people, society and the environment, in
 
line with corporate policies for
health, safety, security,
 
sustainability and climate, human rights and ethics. Areas covered by these policies include
 
labour standards,
transparency, anti-corruption, local hiring and procurement, health and safety, the working environment, security and broader
environmental issues. These efforts and policies are further described in the Integrated Annual Report section
 
2.2 Sustainability
Performance.
 
The Equinor risk profile is a composite view of risks and supports current and future portfolio
 
considerations. The focus is to strive for
a portfolio that is robust and value creating through the cycles. Risk is an embedded part
 
of the board’s strategy discussions and
investment decisions. The board of directors regularly evaluates Equinor’s strategy, risk profile and target setting as part of its annual
plan. See also sections 9 The work of the board of directors and 10 Risk management and
 
internal control.
Deviations from the Code of Practice: None
3 Equity and dividends
Shareholders' equity and capital structure
 
The company's shareholders' equity as of 31 December 2023 amounted to USD 48,490 million
 
(excluding USD 10 million in non-
controlling interest, minority interest), equivalent to 33.8% of the company's total assets. The net
 
debt ratio was negative 21.6%
1
.
Cash, cash equivalents and current financial investments amounted to USD 38,865 million. The
 
board of directors considers this to be
satisfactory given the company's requirements for financial robustness in relation to its expressed
 
goals, strategy and risk profile.
Any increase of the company’s share capital must be adopted or mandated by the general meeting by at least
 
two-thirds majority vote.
If a mandate was to be granted to the board of directors to increase the company's share
 
capital, such mandate would be restricted to
a defined purpose. If the general meeting is to consider mandates to the board of directors for
 
the issue of shares for different
purposes, each mandate would be considered separately by the general meeting.
Dividend policy
It is Equinor's ambition to grow the annual cash dividend, measured in USD per share,
 
in line with long-term underlying earnings.
Equinor announces dividends on a quarterly basis. The board of directors approves first to third quarter interim
 
dividends based on an
authorisation from the annual general meeting, while the annual general meeting approves the fourth quarter
 
(and total annual)
dividend based on a proposal from the board of directors. When deciding the interim dividends
 
and recommending the total annual
dividend level, the board of directors will take into consideration expected cash flow, capital expenditure plans, financing requirements
and appropriate financial flexibility. In addition to cash dividends, Equinor might buy-back shares as part of the distribution of capital to
the shareholders.
The shareholders at the annual general meeting may vote to reduce, but may not vote to increase,
 
the fourth quarter dividend
proposed by the board of directors. Equinor announces dividend payments in connection with quarterly
 
results. Payment of quarterly
dividends is expected to take place approximately four months after the announcement of each
 
quarterly dividend.
Equinor declares dividends in USD. Dividends in NOK per share will be calculated and communicated
 
four business days after record
date for shareholders at Oslo Børs.
1
 
This is a non-GAAP figure. Comparison numbers and reconciliation to IFRS
 
are presented in the table Calculation of capital
employed and net debt to capital employed ratio as shown in the Integrated Annual Report under
 
section 5.6 Use and reconciliation of
non-GAAP financial measures.
 
6
The board of directors proposes to the annual general meeting an ordinary dividend of USD 0.35
 
per share and an extraordinary
dividend of USD 0.35 per share for the fourth quarter 2023.
Buy-back of own shares for subsequent cancellation
In addition to cash dividend, Equinor may buy-back shares as part of the total distribution of capital to the
 
shareholders. To buy-back
shares, the board of directors will need an authorisation from the general meeting.
 
On 10 May 2023, the annual general meeting
authorised the board of directors to acquire Equinor ASA shares in the market, on behalf of the
 
company, with a total nominal value of
up to NOK 235,000,000.
 
The board of directors was authorised to decide at what price within minimum and
 
maximum prices of NOK
50 and NOK 1,000, respectively, and at what time such acquisitions
 
shall take place. It is a precondition that shares acquired pursuant
to the authorisation are subsequently cancelled through a reduction of the company’s share capital, pursuant to
 
the Norwegian Public
Limited Liability Companies Act section 12-1. It is also a precondition for the repurchase and cancellation
 
of shares that the
Norwegian State’s ownership interest in Equinor ASA is not changed. Accordingly, a proposal for the redemption of a proportionate
number of the State’s shares, ensuring that the State’s ownership interest in the company remains unchanged, will also be put
forward at the annual general meeting to decide on the cancellation of repurchased shares. The
 
authorisation remains valid until the
next annual general meeting in the company, but no later than 30 June 2024. New share buy-back tranches are subject to existing
and new agreements with the Norwegian state regarding share buy-back.
Purchase of own shares for use in the share savings plan
Since 2004, Equinor has had a share savings plan for its employees. The purpose of this plan is to
 
strengthen the business culture
and encourage loyalty through employees becoming part-owners of the company. The annual general meeting annually authorises
the board of directors to acquire Equinor ASA shares in the market in order to continue implementation
 
of the employees share
savings plan.
 
On 10 May 2023, the board of directors was authorised on behalf of the company to acquire
 
Equinor ASA shares for a total nominal
value of up to NOK 27,500,000 for use in the share savings plan. This authorisation remains
 
valid until a new authorisation has been
adopted in the next general meeting and registered in the Register of Business Enterprises,
 
but no later than 30 June 2024.
Deviations from the Code of Practice: None
4 Equal treatment of shareholders and transactions with close associates
Equal treatment of all shareholders is a core governance principle in Equinor.
 
Equinor has one class of shares, and each share
confers one vote at the general meeting. The articles of association contain no restrictions
 
on voting rights and all shares have equal
rights.
The Norwegian State as majority owner
The Norwegian State (the State) is the majority shareholder of Equinor and also holds major
 
investments in other Norwegian
companies. As of 31 December 2023, the State had an ownership interest in Equinor of 67% (excluding
 
Folketrygdfondet’s
(Norwegian national insurance fund) ownership interest of 3.6%). The State is also a majority owner in
 
other companies or enterprises
that are under a common ownership structure and therefore meet the definition of a related party. Equinor may participate in
transactions with such companies or enterprises. All such transactions are always entered
 
into on an arm’s length basis. The State’s
ownership interest in Equinor is managed by the Ministry of Trade, Industry and Fisheries (MTIF). The State’s ownership interests in
related parties may be managed by the MTIF or other Ministries in the Norwegian government,
 
depending on the line of business
such related parties are engaged in.
Contact between the State as owner and Equinor takes in principle place in the same manner
 
as for other institutional investors,
however, with the difference that there are more frequent meetings with the MTIF. Topics
 
discussed includes Equinor’s economic and
strategic development, sustainability and the State’s expectations regarding results and returns on investments.
 
Such meetings
comply with Norwegian company and securities legislation, hereunder equal treatment of shareholders
 
and limitations for discussing
inside information.
 
 
In all matters in which the State acts in its capacity as shareholder, exchanges with the company are based on information
 
that is
available to all shareholders. If state participation is imperative and the government must seek
 
approval from the Norwegian
Parliament (Stortinget), it may be necessary to provide the Ministry with insider information. The
 
State will be subject to general rules
that apply to the handling of such information. Equinor ensures that, in any interaction between the
 
State and Equinor, a distinction is
drawn between the State’s different roles.
The State has no appointed board members or members of the corporate assembly in Equinor. As majority shareholder, the State has
appointed a member of Equinor’s nomination committee.
 
7
Sale of the State’s oil and gas
Pursuant to Equinor’s articles of association, Equinor markets and sells the State’s share of oil and gas production from the NCS
together with its own production. The State has a common ownership strategy aimed at maximising
 
the total value of its ownership
interests in Equinor and its own oil and gas interests. This strategy is incorporated in the marketing
 
instruction, which obliges Equinor,
in its activities on the NCS, to emphasise these overall interests in decisions that may
 
be of significance to the implementation of the
sales arrangements.
The State-owned company Petoro AS handles commercial matters relating to the State’s
 
direct involvement in petroleum activities on
the NCS and related activities and is responsible for overseeing that Equinor performs its tasks
 
in accordance with the marketing
instruction.
Other transactions
In relation to its ordinary business operations such as pipeline transport, gas storage and processing of
 
petroleum products, Equinor
also has regular transactions with certain entities in which Equinor has ownership interests. Such
 
transactions are carried out on an
arm’s length basis.
Deviations from the Code of Practice: None
5 Freely negotiable shares
Equinor’s primary listing is on Oslo Børs. ADRs are traded on the NYSE.
 
Each Equinor ADR represents one underlying ordinary
share.
 
The articles of association of Equinor do not include any form of restrictions on the ownership,
 
negotiability or voting related to its
shares and the ADRs.
Deviations from the Code of Practice: None
6 General meeting of shareholders
The general meeting of shareholders is Equinor’s supreme corporate body. It serves as a democratic and effective forum for
interaction between the company’s shareholders, board of directors and corporate executive committee.
The next annual general meeting (AGM) is scheduled for 14 May 2024. At Equinor’s AGM on 10
 
May 2023, 78.02 % of the share
capital was represented either by personal attendance or by advance voting.
 
Pursuant to Equinor’s articles of association, the AGM must be held by the end of June
 
each year. Notice of the meeting and
documents relating to the AGM are published on Equinor’s website and notice is sent to all shareholders
 
with known addresses at
least 21 days prior to the meeting. All shareholders who are registered in the Norwegian
 
Central Securities Depository (VPS) will
receive a notice to the AGM. Other documents relating to Equinor’s AGM will be made available
 
on Equinor’s website. A shareholder
may request that these documents be sent to him/her.
Shareholders are entitled to have their proposals dealt with at the AGM if the proposal
 
has been submitted in writing to the board of
directors in sufficient time to enable it to be included in the notice of meeting, i.e. no later than
 
28 days before the meeting.
 
As described in the notice of the general meeting, shareholders may vote in writing, including
 
through electronic communication,
during a specified period before the general meeting.
The AGM is normally opened and chaired by the chair of the corporate assembly. If there is a dispute concerning individual matters
and the chair of the corporate assembly belongs to one of the disputing parties or is for
 
some other reason not perceived as being
impartial, another person will be appointed to chair the AGM. This is in order to ensure impartiality
 
in relation to the matters to be
considered.
 
The following matters are required to be decided at the AGM:
●
 
Approval of the board of directors’ report, the financial statements and any dividend proposed by
 
the board of directors and
recommended by the corporate assembly.
 
●
 
Election of the shareholders’
 
representatives to the corporate assembly and approval of the corporate assembly’s fees.
 
●
 
Election of the nomination committee and approval of the nomination committee’s fees.
 
●
 
Election of the external auditor and approval of the auditor’s fee.
 
●
 
Any other matters listed in the notice convening the AGM.
 
8
All shares carry an equal right to vote at general meetings. Resolutions at general meetings
 
are normally passed by simple majority.
However, Norwegian company law requires a qualified majority for certain resolutions, including resolutions to waive preferential rights
in connection with any share issue, approval of a merger or demerger, amendment of the articles of association or authorisation to
increase or reduce the share capital. Such matters require approval of at least two-thirds
 
of the aggregate number of votes cast as
well as two-thirds of the share capital represented at the general meeting.
If shares are registered by a nominee in the Norwegian Central Securities Depository (VPS),
 
cf. section 4-10 of the Norwegian Public
Limited Liability Companies Act, and the beneficial shareholder wants to vote such shares, the
 
beneficial shareholder does not have
to re-register the shares in a separate VPS account, however, the beneficial shareholder must give advance notice to the company.
 
The minutes of the AGM are made available on Equinor’s website immediately
 
after the AGM.
An extraordinary general meeting (EGM) can be held in order to consider and decide a specific
 
matter if demanded by the corporate
assembly, the chair of the corporate assembly, the auditor or shareholders representing at least 5% of the share capital. The board of
directors must ensure that an EGM is held within a month of such demand being submitted.
Deviations from the Code of Practice
 
The Code of Practice recommends that the board of directors and chair of the nomination
 
committee are present at the general
meetings. Equinor has not deemed it necessary to require the presence of all members of the
 
board of directors. However, the chair of
the board of directors, the chair of the nomination committee, as well as the chair of the corporate
 
assembly, our external auditor, the
CEO and other members of management are always present at general meetings.
7 Nomination committee
Pursuant to Equinor's articles of association, the nomination committee shall consist of four members who
 
are shareholders or
representatives of shareholders. The duties of the nomination committee are set forth in the
 
articles of association, and the
instructions for the committee are adopted by the general meeting of shareholders.
 
The duties of the nomination committee are to submit recommendations to:
●
 
The annual general meeting for the election of shareholder-elected members and deputy members
 
of the corporate assembly,
and the remuneration for members of the corporate assembly.
●
 
The annual general meeting for the election and remuneration of members of the nomination
 
committee.
●
 
The corporate assembly for the election of shareholder-representatives for the board of directors and remuneration for the
members of the board of directors.
●
 
The corporate assembly for the election of the chair and deputy chair of the corporate assembly.
The nomination committee seeks to ensure that the shareholders’ views are taken into consideration when
 
candidates to the
governing bodies of Equinor ASA are proposed. The nomination committee invites Equinor's
 
largest shareholders to propose
shareholder-representatives to the board of directors and the corporate assembly, as well as members of the nomination committee.
The shareholders are also invited to provide input to the nomination committee in respect of the
 
composition and competence of
Equinor's governing bodies considering Equinor's strategy and opportunities going forward.
 
Such input may be taken into account in
the upcoming nominations. In addition, all shareholders have an opportunity to submit proposals
 
through an electronic mailbox as
described on Equinor’s website. The results from an annual board evaluation, normally
 
externally facilitated, are made available to the
nomination committee for the board nomination process. Separate meetings are held between the
 
nomination committee and each
board member, including employee-representatives.
 
The chair of the board of directors and the CEO are invited, without having the
right to vote, to attend at least one meeting of the nomination committee before it makes
 
its final recommendations. The committee
regularly utilises external expertise in its work and provides reasons for its recommendations
 
of candidates.
When it comes to the subject of diversity and inclusion for the composition of the board of directors
 
and the corporate assembly, it is
stated in the instructions for the nomination committee section 3.5 that “Emphasis will also be given
 
to ensuring reasonable
representation in terms of gender and background, and to the independence of members
 
of the board of directors and corporate
assembly in relation to the company.”
 
The company’s guidelines on diversity and inclusion are described in the Integrated Annual
Report under the section 2.2 Workforce for the future.
The members of the nomination committee are elected by the annual general meeting. The
 
chair of the nomination committee and
one other member are elected from and among the shareholder-representatives of the corporate assembly. Members of the
nomination committee are normally elected for a term of two years.
 
Equinor's nomination committee had the following members as of 31 December 2023
 
which are elected for the period up to the annual
general meeting in 2024:
 
9
●
 
Jarle Roth (chair), independent advisor (also chair of Equinor’s corporate assembly)
●
 
Jan Tore Føsund, Director General at the Ministry of Trade, Industry and Fisheries
 
●
 
Merete Hverven, CEO of Visma (also a member of Equinor’s corporate assembly)
●
 
Berit L. Henriksen, independent advisor
The nomination committee held 21 meetings in 2023. The instructions for the nomination committee are
 
available at
www.equinor.com/nominationcommittee.
Deviations from the Code of Practice:
 
None
 
 
10
8 Corporate assembly, board of directors and corporate executive committee
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.
The corporate assembly is Equinor’s body for supervision of the board of directors and
 
the CEO’s management of the company. The
members of the corporate assembly represent a broad cross-section of the company’s shareholders and
 
stakeholders, and one of
their main duties is to elect the company’s board of directors. In accordance with Equinor's articles of association,
 
the corporate
assembly consists of 18 members and three observers. Of the 18 members, 12 (with four deputy members)
 
are nominated by the
nomination committee and elected by the annual general meeting and they represent a broad
 
cross-section of the company's
shareholders and stakeholders. Six members (with deputy members)
 
and three observers are elected by and among the employees in
Equinor ASA or a subsidiary in Norway, which are non-executive employees. The corporate assembly elects its own chair and deputy
chair from and among its members.
Members of the corporate assembly are normally elected for a term of two years. Members
 
of the board of directors and the corporate
executive committee cannot be members of the corporate assembly, but they are entitled to attend and to speak at meetings unless
the corporate assembly decides otherwise in individual cases. Members of the corporate assembly do not have
 
service contracts with
the company or its subsidiaries providing for benefits upon termination of office. All members of the corporate
 
assembly are
Norwegian residents.
An overview of the members and observers of the corporate assembly as of 31 December 2023 follows.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11
Name
Occupation per
31.12.2023
Place of
residence
 
Year
of
birth
Position
Family
relations to
corporate
executive
committee,
board or
corporate
assembly
members
Share
ownership
for
members
as of 31
December
2023
Share
ownersh
ip for
member
s as of
12
March
2024
First
time
electe
d
Expiratio
n date of
current
term
Jarle Roth
Independent advisor
Bærum
1960
Chair,
Shareholder-
elected
No
500
500
2016
2024
Nils Bastiansen
Independent advisor
Oslo
1960
Deputy chair,
Shareholder-
elected
No
1,000
1,000
2016
2024
Finn Kinserdal
Associate professor,
Norwegian School of
Economics and Business
(NHH)
Bergen
1960
Shareholder-
elected
No
0
0
2018
2024
Kari Skeidsvoll Moe
EVP,
 
Growth Renewable
Energy Aneo AS
Trondheim
1975
Shareholder-
elected
No
0
0
2018
2024
Kjerstin Fyllingen
CEO at Haraldsplass
Diakonale Sykehus AS
Paradis
1958
Shareholder-
elected
No
0
0
2020
2024
Kjerstin Rasmussen
Braathen
CEO of DNB Bank ASA
Oslo
1970
Shareholder-
elected
No
353
353
2020
2024
Mari Rege
Professor of Economics at
the UiS Business School at
the University of Stavanger
Stavanger
1974
Shareholder-
elected
No
0
0
2020
2024
Trond Straume
CEO of Volue ASA
Sandnes
1977
Shareholder-
elected
No
100
100
2020
2024
Martin Wien Fjell
President Kongsberg
Sensors and Robotics,
Kongsberg Group
Asker
1980
Shareholder-
elected
No
202
202
2022
2024
Merete Hverven
CEO of Visma
Oslo
1977
Shareholder-
elected
No
0
0
2022
2024
Helge Aasen
CEO of Elkem ASA
Kristiansan
d
1963
Shareholder-
elected
No
0
0
2022
2024
Liv B. Ulriksen
CEO of Sparebank 1 Nord-
Norge
Tromsø
1960
Shareholder-
elected
No
0
0
2022
2024
Peter B. Sabel
Union representative,
Tekna/NITO,
 
Project
Leader Geophysics
 
Hafrsfjord
1968
Employee-
elected
No
0
0
2019
2025
Trine Hansen
Stavland
Union representative,
Industri Energi
Sandnes
1963
Employee-
elected
No
2,697
2,937
2023
2025
Ingvild Berg
Martiniussen
Union representative,
Tekna/NITO,
 
Principal
Researcher Production
Technology
Porsgrunn
1976
Employee-
elected
 
No
2,890
3,021
2019
2025
Berit Søgnen
Sandven
Union representative,
Tekna/NITO,
 
Principal
Engineer Fiscal metering
Kalandseid
et
1962
Employee-
elected
No
2,992
3,904
2019
2025
Frank Indreland
Gundersen
Union representative,
Industri Energi
 
Skjold
1990
Employee-
elected
No
370
556
2021
2025
Per Helge Ødegård
Union representative,
Lederne, Discipl resp
operation process
Porsgrunn
1963
Employee-
elected
 
No
377
568
1994
2025
Raymond Midtgård
Union representative,
YS/SAFE
Hjelmås
1976
Employee-
elected,
observer
No
642
769
2023
 
2025
 
 
 
12
Vidar Frøseth
Union representative,
Tekna/NITO,
 
Leading
Engineer O&M
Nyborg
1978
Employee-
elected,
observer
No
6,204
6,480
2019
2025
Kjetil Gjerstad
Union representative,
Industri Energi
Hundvin
1976
Employee-
elected,
observer
No
467
645
2019
2025
Total
18,794
 
21,035
The duties of the corporate assembly are defined in section 6-37 of the Norwegian Public
 
Limited Liability Companies Act. The
corporate assembly elects the board of directors and the chair of the board of directors and can vote separately
 
on each nominated
candidate. Its responsibilities also include overseeing the board of directors and the CEO's management
 
of the company, making
decisions on investments of considerable magnitude in relation to the company's resources,
 
and making decisions involving the
rationalisation or reorganisation of operations that will entail major changes in or reallocation of
 
the workforce.
Equinor's corporate assembly held four ordinary meetings in 2023. The chair of the board of directors
 
and the CEO participated in all
four meetings. Other members of management were also present at the meetings.
The procedure for the work of the corporate assembly, as well as an updated overview of its members, is available at
www.equinor.com/corporateassembly.
 
Board of directors
Pursuant to Equinor's articles of association, the board of directors shall consist of between nine to eleven members
 
elected by the
corporate assembly. The chair and the deputy chair of the board of directors are also elected by the corporate assembly. At present,
Equinor's board of directors consists of ten members. Six are men, four are women and two are non-Norwegians
 
resident outside of
Norway. As required by Norwegian company law, the company's employees are represented by three board members. The
employee-representatives of the board of directors have three deputy members who attend board meetings
 
in the event an employee-
representative of the board of directors is unable to attend. Members of the corporate executive
 
committee is not represented on the
board of directors. Members of the board of directors are elected for a term of up to two years,
 
normally for one year at a time. There
are no board member service contracts that provide for benefits upon termination of office.
The board of directors considers its composition to be competent with respect to the expertise,
 
capacity and diversity appropriate to
attend to the company's strategy, goals, main challenges, and the common interest of all shareholders. The board of directors also
deems its composition to consist of individuals who are willing and able to work as a team,
 
resulting in an efficient and collegiate
board of directors. The board of directors has determined that, in its judgment, all the shareholder-representatives
 
on the board of
directors are considered independent. At least one board member qualifies as an "audit committee
 
financial expert", as defined in the
SEC rules. The board members have experience from inter alia oil, gas, renewables, shipping, telecom
 
and Norwegian defence
forces.
An induction programme with members of the corporate executive committee is arranged for new
 
board members. They receive an
introduction to Equinor’s business and relevant information about the
 
company and the board of directors’ work.
Equinor ASA has purchased and maintains a Directors and Officers Liability Insurance on behalf of the
 
members of the board of
directors and the CEO. The insurance also covers any employee acting in a managerial capacity
 
and includes controlled subsidiaries.
The insurance policy is issued by a reputable insurer with an appropriate rating.
The board of directors held eight ordinary board meetings and three extraordinary meetings in
 
2023. Average attendance at these
board meetings was 99,02%.
Members of the board of directors as of 31 December 2023:
[Links to CV’s on equinor.com]
There were no changes to the composition of the board of directors in 2023. The corporate assembly
 
re-elected all members in June
2023.
 
13
Corporate executive committee (CEC)
The president and chief executive officer (CEO) has the overall responsibility for day-to-day operations in Equinor. The CEO appoints
the corporate executive committee, which considers proposals for strategy, goals, financial statements, as well as important
investments prior to submission to the BoD. The purpose of the CEC is to set direction, drive prioritisation
 
and execution, build
capabilities and ensure compliance. The CEC works to safeguard and promote the corporate
 
interests of the company through
developing the management system and securing adequate risk management and control systems. The CEC
 
includes the CEO, the
chief financial officer (CFO), the executive vice presidents of the business areas;
 
Exploration & Production International (EPI),
Exploration & Production Norway (EPN), Marketing, Midstream & Processing (MMP), Renewables
 
(REN), Projects, Drilling &
Procurement (PDP), Technology,
 
Digital & Innovation (TDI), and the executive vice presidents for Safety, Security & Sustainability,
Legal & Compliance, People & Organisation and Communication.
 
The CEC ensures proactive management and control of sustainability related impacts through the safety, sustainability and ethics
committee held on a quarterly basis. Risk, performance, and mitigating actions are key topics
 
for the work in the committee. Ethical
and reputational issues such as anti-corruption are monitored and mitigated through the CEC ethics
 
committee. The ethics committee
meet as needed and at least three times a year.
 
 
In addition, through the corporate risk committee the CEC manages Equinor’s
 
overall risk exposure, and material topics related to
health and safety, human rights, corruption, climate and environment is assessed as part of the overall risk management. The
corporate risk committee functions
 
as an advisory body to the CEO and CFO, and the work of the corporate risk
 
committee is
presented to the CEC on a regular basis.
 
Members of Equinor's corporate executive committee as of 31 December 2023:
[Links to CV’s on equinor.com]
As part of its general loan arrangement for Equinor employees, Equinor has granted
 
loans to Equinor-employed spouses of certain
members of the corporate executive committee. Permanent employees in certain specified employee categories may take
 
out a car
loan from Equinor in accordance with standardised provisions set by the company. The standard maximum car loan is limited to the
cost of the car, including registration fees, but not exceeding NOK 400,000. Employees outside the collective labour area are entitled
to a car loan up to NOK 600,000 (managers) or NOK 700,000 (vice presidents and senior vice presidents).
 
The car loan is interest-
free, but the tax value, "interest advantage", must be reported as salary. Permanent employees of Equinor ASA may also apply for a
consumer loan up to NOK 350,000. The interest rate on consumer loans corresponds to the standard
 
rate in effect at any time for
“reasonable loans” from employer as decided by the Norwegian Ministry of Finance, i.e., the lowest
 
rate an employer may offer
without triggering taxation of the benefit for the employee.
 
Deviations from the Code of Practice: None
9 The work of the board of directors
The board of directors is responsible for managing the Equinor group and for monitoring day-to-day
 
management and the group's
business activities. The board of directors has established control systems to ensure that Equinor operates
 
in compliance with laws
and regulations, with the values as stated in the Equinor Book and the Code of Conduct,
 
as well as in accordance with the owners'
expectations of good corporate governance. The board of directors emphasises the safeguarding
 
of the interests of all shareholders,
but also the interests of Equinor's other stakeholders.
Matters of major importance, or of an extraordinary nature, are handled by the board of directors and it may
 
require the corporate
executive committee to present other matters. An important task of the board of directors is to appoint
 
the CEO and to stipulate their
job instructions, and terms and conditions of employment.
An annual plan is adopted by the board of directors and revised with regular intervals. Recurring items on the board of director's
annual plan include safety, security, sustainability and climate, corporate strategy,
 
business plans and targets, quarterly and annual
results, annual reporting, ethics and compliance, performance reporting, leadership assessment and compensation and succession
planning, project status review, people and organisation strategy and priorities, and an annual review of the board of directors'
governing documentation.
 
The board of directors has dedicated strategy and risk sessions twice a year where the corporate
 
executive committee presents, and
they align on the strategy going forward. Climate-related upside and downside risks, and Equinor’s
 
strategic response to these are
also discussed frequently by the board of directors.
 
In 2023, the board of directors discussed climate change and the energy
transition in all ordinary board meetings either as integral parts of strategy and investment discussions
 
or as separate topics.
 
The board of directors developed its knowledge and competence through deep-dives in the following
 
topics;
 
 
14
●
 
Energy Perspectives and the evolving external context – geopolitics, policy and energy
●
 
Low carbon solutions
 
●
 
Financial topics
 
●
 
Technology topics
●
 
Cyber security
Furthermore, external speakers presented to the board of directors their view on the energy transition in a geopolitical
 
and a financial
context.
At the beginning of each board meeting, the CEO meets separately with the board of directors to discuss
 
key matters in the company.
At the end of all board meetings, the board of directors has a closed session with only board members
 
attending the discussions and
evaluating the meeting. The CEO, the CFO, the General Counsel, executive vice presidents
 
for Safety, Security & Sustainability and
Communication and the company secretary attend all board meetings. Other members of the executive committee
 
and senior
management attend board meetings by invitation in connection with specific matters.
Reports from the committees are given on each board meeting to update the board of directors
 
on matters handled by each
committee. BAC had two competence days with deep-dives into different topics such as data governance, structure
 
for trading
mandates, internal control over financial reporting framework, EU ESRS reporting requirements, material
 
topics for sustainability
reporting and inflation pressure impact on the portfolio.
 
SSEC had deep-dives on topics within human rights, compliance, cyber
security, net zero and safety.
 
BCC attended a yearly session on development and trends within executive talent market. The
 
entire
board of directors, or part of it, regularly visits several Equinor locations in Norway and globally, and a longer board trip for all board
members to an international location is made at least every two years. When visiting Equinor
 
locations globally, the board of directors
emphasises the importance of improving its insight into, and knowledge about, safety and security
 
in Equinor’s operations, Equinor’s
technical and commercial activities as well as the company's local organisations. The next board trip will
 
be in 2024.
 
The board of directors conducts an annual self-evaluation of its own work and competence, which
 
is externally facilitated and handled
in a board meeting. Climate change capabilities and knowledge are included as key components in the
 
annual board evaluation. The
evaluation report is made available to the nomination committee and discussed between
 
the chair of the board of directors and the
nomination committee to give input to the committee’s work.
Requirements for board members
The work of the board of directors is based on rules of procedure that describe the board of director's
 
responsibilities, duties and
administrative procedures. They also describe the CEO’s duties vis-à-vis the board of directors.
Further, they state that members of the board of directors and the CEO may not participate in any discussion or decision of issues
which are of special personal importance or special financial interest to them, or to any closely related
 
party. Each board member and
the CEO are individually responsible for ensuring that they are not disqualified from discussing
 
any particular matter. Members of the
board of directors are obliged to disclose any interests they or their closely related parties may have in
 
the outcome of a particular
issue. The board of directors must approve any agreement between a company in the Equinor group
 
and a member of the board of
directors or the CEO. The board of directors must also approve any agreement between a company in
 
the Equinor group and a third
party in which a member of the board of directors or the CEO may have a special interest. Each
 
member of the board of directors shall
also continuously assess whether there are circumstances which could undermine the general confidence
 
in the director’s
independence. It is incumbent on each board member to be especially vigilant when making
 
such assessments in connection with the
board of directors' handling of transactions, investments and strategic decisions. The board member
 
shall immediately notify the chair
of the board of directors if such circumstances are present or arise and the chair of the board of directors will determine
 
how the
matter will be dealt with. The board of directors' rules of procedure are available on our website at www.equinor.com/board.
 
The Equinor Code of Conduct applies to all employees and board members, individuals must
 
behave impartially in all business
dealings and not give other companies, organisations or individuals improper advantages.
 
The board of directors’ committees
Equinor ASA’s board of directors has three sub-committees: the audit committee; the compensation and executive development
committee; and the safety, sustainability and ethics committee. The committees prepare items for consideration by the board of
directors and their authority is limited to making such recommendations. The committees
 
consist entirely of board members and
answer to the board of directors alone for the performance of their duties. The composition and work
 
of the committees are further
described below.
The audit committee
 
(BAC) acts as a preparatory body for the board of directors in connection with risk management, internal control
and financial and sustainability reporting. In particular, the BAC shall assist the board of directors in exercising its oversight
responsibilities in relation to:
●
 
The financial reporting process and the integrity of the financial statements.
 
15
●
 
The sustainability reporting process and the integrity of the sustainability reporting.
 
●
 
The company’s internal control, internal audit and risk management systems and practices including the enterprise
 
risk
management framework.
 
●
 
The election of and qualifications, independence and oversight of the work of the external auditors.
●
 
Business integrity, including handling of complaints and reports.
●
 
Other duties as set out in the Norwegian Public Limited Liability Companies Act section 6-43 and
 
Regulation 10A-3 of the US
Securities Exchange Act and applicable listing requirements.
The BAC reviews the effectiveness of the system for monitoring compliance with laws and regulations pertaining
 
to business integrity
and compliance with Equinor’s Code of Conduct relevant to the committee’s responsibilities.
 
Under Norwegian law, the external auditor is appointed by the shareholders at the annual general meeting based on a proposal from
the corporate assembly. The audit committee is responsible for making recommendations regarding appointment, re-appointment or
removal of the company’s external auditor, and supports the board of directors and the corporate assembly in their roles related to the
election of external auditors for Equinor ASA at the annual general meeting.
 
The BAC meets as often as it deems necessary, normally five to seven times every year, and holds meetings with the internal auditor
and the external auditor on a regular basis without the company’s management being present, including in relation
 
to the financial
statement and annual report.
The BAC is also responsible for:
 
●
 
Reviewing the scope of the audit and the nature of any non-audit services provided by
 
external auditors.
 
●
 
Ensuring that the company has procedures in place for receiving and dealing with
 
complaints received by the company regarding
accounting, internal control or auditing matters.
●
 
Procedures for the confidential and anonymous submission by company employees, via the group's
 
ethics helpline, of concerns
regarding accounting or auditing matters, as well as other matters regarded as being in breach
 
of the group's Code of Conduct, a
material violation of an applicable US federal or state securities law, a material breach of fiduciary duties or a similar material
violation of any other US or Norwegian statutory provision.
 
The BAC is designated as the company's qualified legal compliance committee for the purposes of Part
 
205 in Title 17 of the US Code
of Federal Regulations.
Corporate Audit and Investigation reports administratively to the president and CEO and functionally
 
to the chair of the audit
committee.
The board of directors elects at least three of its members to serve on the audit committee
 
and appoints one of them to act as chair.
The employee-representative members of the board of directors may nominate one member to the
 
audit committee.
At year-end 2023, the BAC members were Anne Drinkwater (chair), Rebekka Glasser Herlofsen,
 
Jonathan Lewis, Finn Bjørn Ruyter
and Hilde Møllerstad (employee-representative board member).
 
The board of directors has determined that both Anne Drinkwater and Rebekka Glasser Herlofsen, qualify
 
as "audit committee
financial expert", as defined in the SEC rules. The board of directors has also determined that the committee
 
has the qualifications
needed as defined in the Norwegian Public Limited Liability Companies Act. In addition, the board
 
of directors has concluded that
Anne Drinkwater Rebekka Glasser Herlofsen, Jonathan Lewis and Finn Bjørn Ruyter are independent
 
within the meaning of the
requirements in the Norwegian Public Limited Liability Companies Act and Rule 10A-3 under the Securities
 
Exchange Act.
The CFO, general counsel, senior vice president for Accounting and Financial Compliance
 
and senior vice president for Corporate
Audit and Investigation participate in the BAC meetings, as well as representatives from the external
 
auditor.
The BAC held six regular meetings in 2023, in addition to two Competence days with deep dive sessions
 
into issues relevant to the
committee, and attendance was 100%.
For a more detailed description of the objective and duties of the committee, see the instructions available at
www.equinor.com/auditcommittee.
 
The compensation and executive development committee
 
(BCC) acts as a preparatory body for the board of directors and assists
in matters relating to management compensation and leadership development.
The main responsibilities of the compensation and executive development committee are:
 
16
●
 
To make recommendations to the board of directors in all matters relating to principles and the framework for executive rewards,
remuneration strategies and concepts, the CEO's contract and terms of employment, and leadership development, assessments
and succession planning.
●
 
To be informed about and advise the company's management in its work on Equinor's remuneration strategy for senior
executives and in drawing up appropriate remuneration policies for senior executives.
●
 
To review Equinor's remuneration policies in order to safeguard the owners' long-term interests.
The BCC assists the board of directors on the philosophy, principles and strategy for the compensation of senior executives in
Equinor, as well as climate and energy transition related goals as part of the remuneration policies.
At year-end 2023, the BCC members were Jon Erik Reinhardsen (chair), Rebekka Herlofsen,
 
Finn Bjørn Ruyter, Haakon Bruun-
Hanssen and Per Martin Labråten (employee-representative board member). All the
 
committee members are non-executive directors
and the shareholder-representative committee members are deemed independent (under Equinor’s
 
framework).
The executive vice president People & Organisation participates in the BCC meetings.
The committee held six meetings in 2023 and attendance was 96,88%.
For a more detailed description of the objective and duties of the committee, see the instructions available at
www.equinor.com/compensationcommittee.
The safety, sustainability,
 
and ethics committee
 
(SSEC) acts as a preparatory body for the board of directors in connection with
reviewing the practices and performance of the company primarily in matters regarding safety, security, ethics, sustainability and
climate.
 
This includes review of the company’s policies, risk, practices and performance related to
 
●
 
Safety.
 
●
 
Security, including cyber and information security, physical security and personnel security.
●
 
Climate and Sustainability, including human rights, social responsibility and environment.
●
 
Code of Conduct.
●
 
Ethics and anti-corruption Compliance Program.
●
 
Results of audits, verifications and investigations relevant for the SSEC.
●
 
Effectiveness of the internal control for safety, security and sustainability matters.
The SSEC ensures that the board of directors has a strong focus on and knowledge of these complex,
 
important and constantly
evolving areas of safety, security, ethics, sustainability and climate.
 
At year-end 2023, the SSEC members were Jonathan Lewis (chair), Anne Drinkwater, Tove Andersen, Haakon Bruun-Hanssen, Stig
Lægreid (employee-representative board member) and Per Martin Labråten (employee-representative
 
board member).
The executive vice president Safety, Security & Sustainability, senior vice president Safety,
 
General Counsel, senior vice president
Corporate Sustainability, senior vice president Corporate Audit and Investigation and the chief ethics and compliance officer
participate in the SSEC meetings.
The SSEC held four ordinary meetings and one extraordinary meeting in 2023 and attendance was 100%.
For a more detailed description of the objective and duties of the committee, see the instructions available at
www.equinor.com/ssecommittee.
Deviations from the Code of Practice: None
10 Risk management and internal control
Risk management
The board of directors oversees the company’s internal control, and overall risk management and assurance, and through its audit
committee, reviews and monitors the effectiveness of the company's policies and practices in such
 
regard. On an ongoing basis, the
board of directors and board audit committee discuss the company’s enterprise risk management framework and three-lines
 
model
and learning from risk-adjusting actions and assurance activities. The board of directors, board audit
 
committee and board safety,
sustainability and ethics committee, together, monitor and assess risks including legal, regulatory, financial, safety, security,
 
17
sustainability and climate-related risks and the associated measures put in place
 
to manage them. Twice a year, the board of directors
receives and reviews an assessment of all material risks, and risk-issues and discusses the company's
 
risk profile.
Equinor manages risk to ensure that operations and other business activities are conducted in a
 
safe and secure manner, in
compliance with external and internal standards and requirements, so that unwanted incidents
 
are avoided, and maximum value is
created. The company's enterprise risk management framework endeavours to make risk considerations
 
an integral part of realising
its purpose and vision, and of driving day-to-day performance.
Through its three lines model, company-wide accountabilities for risk management, and responsibilities
 
for risk analysis, monitoring,
advise and assurance are defined across all relevant
 
risks, including business integrity risks (fraud, sanctions, competition, money
laundering), safety/security/sustainability risks, financial/legal/regulatory risks, people related risks and political/public
 
affairs risks.
Procedures and systems are in place to assess both potential financial impacts of risks
 
on cash-flows and potential non-financial
impacts of risks on people, the environment, physical assets, and ultimately, the company's reputation. Where necessary, operational
risks are insured by the company's captive insurance company, that operates in both Norwegian and international insurance markets.
Further information about the risks and risk factors that the company's financial and operating
 
results are subject to are presented in
the Integrated Annual Report in section 1.9 Governance and risk management and section 5.2 Risk
 
factors.
 
Internal control over financial reporting
Equinor’s internal control over financial reporting is a process designed, under the
 
supervision of the chief executive officer and chief
financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Equinor’s
financial statements in accordance with International Financial Reporting Standards.
 
Equinor’s internal control over financial reporting framework is based on COSO
 
2013 Internal Controls Integrated Framework. The
framework is governed by Equinor’s management system and implemented through a
 
top-down, risk-based approach across all
relevant functions and business areas within the company.
 
 
Equinor has established a global function (the ICoFR function), which is responsible for governing
 
Equinor’s internal control over
financial reporting on behalf of the CFO. The ICoFR function manages Equinor’s
 
annual process for internal control over financial
reporting and provides support and expertise to the organisation to secure an effective and continuously improved internal
 
control
framework. The annual process includes formalized processes for scoping and risk assessment; control
 
design improvement and
maintenance; assurance of control design and operating effectiveness; deficiency management and evaluations; communications,
training and stakeholder reporting. Key assurance activities include independent verification testing
 
of controls,
 
quarterly management
sign-offs,
 
and internal audits conducted by Equinor’s corporate audit and investigation function.
 
 
Equinor’s disclosure committee assists the CEO and CFO in assessing the status
 
of internal control over financial reporting on a
quarterly basis and reviewing Equinor’s public filings and disclosures, including
 
its consolidated financial statements and non-financial
disclosures, to ensure that the contents of Equinor’s results announcements, Integrated Annual
 
Report and Form 20-F appropriately
reflect the non-financial and financial position and results of the company.
 
The board of directors has delegated authority to the board audit committee to assist it in overseeing the
 
effectiveness of Equinor’s
internal control over financial reporting. The board audit committee reviews and discusses quarterly
 
updates from management on the
status of key financial reporting risks, control assurance activities and remediation of identified
 
deficiencies, and internal control
improvement initiatives. The board audit committee also reviews management’s evaluation of the effectiveness of Equinor’s
 
internal
control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act
 
(refer to management’s report on internal
control over financial reporting included in Equinor’s Form 20-F filed with the
 
SEC) and updates the board of directors on the status of
compliance and any significant issues that warrant the attention of the board of directors.
Code of Conduct
Ethics – Equinor’s approach
Equinor believes that responsible and ethical behaviour is a necessary condition for a sustainable
 
business. Equinor’s Code of
Conduct is based on its values and reflects Equinor’s commitment to high ethical standards
 
in all its activities.
 
Our Code of Conduct
The Code of Conduct describes Equinor’s code of business practice and the requirements
 
for expected behaviour. The Code of
Conduct applies to Equinor’s board members, employees and hired personnel. It is divided
 
into five main categories: The Equinor
way, Respecting our people, Conducting our operations, Relating to our business partners and Communities and environment.
 
The Code of Conduct is approved by the board of directors.
 
 
18
Equinor seeks to work with others who share its commitment to ethics and compliance, and Equinor
 
manages its risks by carrying out
integrity due diligence processes on suppliers, business partners and markets. Equinor expects its suppliers
 
and business partners to
comply with applicable laws, respect internationally recognised human rights and adhere to ethical
 
standards which are consistent
with Equinor’s ethical requirements when working for or together with Equinor. In joint ventures and entities where
 
Equinor does not
have control, Equinor makes good faith efforts to encourage the adoption of ethics and anti-corruption policies and
 
procedures that
are consistent with its standards. Equinor will not tolerate any breaches of the Code
 
of Conduct. Remedial measures may include
termination of employment and reporting to relevant authorities.
 
Training and certifying the Code of Conduct
All Equinor employees must annually confirm electronically that they understand and will
 
comply with the Code of Conduct and pass a
quiz to certify as competent (Code certification). The Code certification reminds the individuals
 
of their duty to comply with Equinor’s
values and ethical requirements, including how to report concerns.
 
The Code of certification is included in Equinor’s competence assurance management
 
solution (CAMS), provides management with
the opportunity to monitor the completion rates and follow up any gaps.
Further, there are specific training on various compliance topics, including anti-corruption, anti-trust, anti-money laundering and
sanctions and export controls.
 
The training consists of e-learning and more in-depth workshops for those assessed to need
 
a deeper
knowledge of a specific subject area.
 
Anti-corruption compliance program
Equinor is against all forms of corruption including bribery, facilitation payments and trading in influence. There is a company-wide
anti-corruption compliance program which implements the zero-tolerance policy. The program includes mandatory procedures
designed to comply with applicable laws and regulations, as well as guidance and training
 
on relevant topics such as gifts, hospitality
and conflict of interest. A global network of compliance officers, who support the integration of ethics and anti-corruption
considerations into Equinor’s business activities, constitute an important part
 
of the program.
 
Equinor consistently works with its partners and suppliers on ethics and anti-corruption compliance and has initiated
 
dialogue with
several partners on the risks that are jointly faced and actions that can be taken to address
 
them. There are separate compliance
policies and procedures describing Equinor’s management of third-party corruption risk both in
 
operated and non-operated joint
ventures, and on integrity due diligence of third parties.
 
Open dialogue and raising concerns
Equinor is committed to maintain an open dialogue on ethical issues. The Code of Conduct requires
 
those who suspect a violation of
the Code of Conduct or other unethical conduct to raise their concern. Employees
 
are encouraged to discuss concerns with their
leader. Equinor recognises that raising a concern is not always easy so there are several internal channels for taking concerns
forward, including through People and Organisation or the ethics and compliance function in
 
the legal department. Concerns can also
be raised through the externally operated Ethics Helpline which is available 24/7 and
 
allows for anonymous reporting and two-way
communication. Equinor has a non-retaliation policy for anyone who raises an ethical or legal concern
 
in good faith.
More information about Equinor’s policies and requirements related to the Code
 
of Conduct is available on
 
www.equinor.com/en/about-us/ethics-and-compliance-in-equinor.html
 
.
 
Deviations from the Code of Practice: None
11 Remuneration to the board of directors and corporate assembly
Reference is made to the Remuneration report
Deviations from the Code of Practice: None
12 Remuneration to the corporate executive committee
Reference is made to the Remuneration report
 
Deviations from the Code of Practice: None
 
19
13 Information and communications
Equinor’s reporting is based on openness and it takes into account the
 
requirement for equal treatment of all participants in the
securities market. Equinor has established guidelines for the company's reporting of financial and
 
other information and the purpose of
these guidelines is to ensure that timely and correct information about the company is made
 
available to our shareholders and society
in general.
A financial calendar and shareholder information is published at www.equinor.com/calendar.
 
The investor relations are responsible for coordinating the company's communication with capital markets
 
and for relations between
Equinor and existing and potential investors. Investor relations is responsible for distributing and registering
 
information in accordance
with the legislation and regulations that apply where Equinor securities are listed. Investor relations
 
reports directly to the chief
financial officer.
The company holds regular presentations for investors and analysts. The quarterly presentations are broadcasted live on Equinor’s
website. Investor relations communicate with present and potential shareholders.
 
Reports and other relevant information are available
at www.equinor.com/investor.
 
All information distributed to the company's shareholders is published on the company's website at the
 
same time as it is sent to the
shareholders.
Deviations from the Code of Practice: None
14 Take-overs
The board of directors endorses the principles concerning equal treatment of all shareholders and Equinor's
 
articles of association do
not set limits on share acquisitions. Equinor has no defence mechanisms against take-over bids in its
 
articles of association, nor has it
implemented other measures that limit the opportunity to acquire shares in the company. The Norwegian State owns 67% of the
shares, and the marketability of these shares is subject to parliamentary decree.
Deviations from the Code of Practice:
The Code of Practice recommends that the board of directors establish guiding principles for how
 
it will act in the event of a take-over
bid. The board of directors has not established such guidelines, due to Equinor's ownership structure. In the event
 
of a bid as
discussed in section 14 of the Code of Practice, the board of directors will, in addition to
 
complying with relevant legislation and
regulations, seek to comply with the recommendations in the Code of Practice. The board
 
of directors has no other explicit basic
principles or written guidelines for procedures to be followed in the event of a take-over bid. The
 
board of directors otherwise concurs
with what is stated in the Code of Practice regarding this issue.
15 External auditor
Our independent registered public accounting firm (external auditor) is independent in relation to
 
Equinor and is appointed by the
general meeting of shareholders. Our independent registered public accounting firm, Ernst & Young AS, has been engaged to provide
and audit in accordance with standards of the Public Company Accounting Oversight Board (United
 
States). Ernst & Young AS will
also issue a report in accordance with law, regulations, and auditing standards and practices generally accepted in Norway, including
International Standards on Auditing (ISAs), which includes opinions on the Consolidated financial
 
statements and the parent company
financial statements of Equinor ASA. The reports are set out in the Integrated Annual Report in section
 
5.5
 
Statements on this report
incl. independent auditor reports.
 
The external auditor's fee must be approved by the general meeting of shareholders.
Pursuant to the instructions for the board's audit committee approved by the board of directors,
 
the audit committee is responsible for
ensuring that the company is subject to an independent and effective external and internal audit. Every
 
year, the external auditor
presents a plan to the audit committee for the execution of the external auditor's work.
 
The external auditor attends the meeting of the
board of directors that deals with the preparation of the annual accounts.
 
The external auditor also participates in meetings of the audit committee. The audit committee
 
considers all reports from the external
auditor before they are considered by the board of directors. The audit committee meets
 
at least five times a year, and both the board
of directors and the board’s audit committee hold meetings with the internal auditor and the external auditor
 
on a regular basis without
the company’s management being present.
The audit committee evaluates and makes a recommendation to the board of directors, the
 
corporate assembly and the general
meeting of shareholders regarding the choice of external auditor. The committee is responsible for ensuring that the external auditor
 
20
meets the requirements in Norway and in the countries where Equinor is listed. The
 
external auditor is subject to the provisions of US
securities legislation, which stipulates that a responsible partner may not lead the engagement
 
for more than five consecutive
 
years.
When evaluating the external auditor, emphasis is placed on the firm's qualifications, expertise, resources, objectivity, independence
and the auditor’s fee within the context of the standards required by applicable law, regulation and listing requirements.
 
The audit committee's policies and procedures for pre-approval
In its instructions for the audit committee, the board of directors has delegated authority to the audit
 
committee to pre-approve
assignments to be performed by the external auditor. Within this pre-approval, the audit committee has issued further guidelines. The
audit committee has issued guidelines for the management's pre-approval of assignments to be performed
 
by the external auditor.
All audit-related and other services provided by the external auditor must be pre-approved by the audit
 
committee. Provided that the
types of services proposed are permissible under SEC guidelines and Norwegian Auditors Act
 
requirements,
 
pre-approval is usually
granted at a regular audit committee meeting. The chair of the audit committee has been authorised
 
to pre-approve services that are
in accordance with policies established by the audit committee that specify in detail the
 
types of services that qualify. It is a condition
that any services pre-approved in this manner are presented to the full audit committee at its
 
next meeting. Some pre-approvals can
therefore be granted by the chair of the audit committee if an urgent reply is deemed
 
necessary.
Remuneration of the external auditor in 2021 – 2023
In the annual Consolidated financial statements and in the parent company's financial statements,
 
the independent auditor's
remuneration is split between the audit fee and the fee for audit-related, tax and other services.
 
The breakdown between the audit fee
and the fee for audit-related, tax and other services is presented to the annual general meeting
 
of shareholders.
Reference is made to the table in note 9 Auditor’s remuneration and Research
 
and development expenditures in the Consolidated
financial statements showing the aggregate fees related to professional services rendered by Equinor's
 
external auditor Ernst &
Young AS, for the fiscal years 2021, 2022, and 2023. All fees included in this table have been approved by the board's audit
committee.
Audit fee
is defined as the fee for standard audit work that must be performed every year in order
 
to issue an opinion on Equinor's
Consolidated financial statements, on Equinor's internal control over annual reporting and to issue
 
reports on the statutory financial
statements. It also includes other audit services, which are services that only the independent auditor
 
can reasonably provide, such as
the auditing of non-recurring transactions and the application of new accounting policies, audits of significant
 
and newly implemented
system controls and limited reviews of quarterly financial results.
Audit-related fees
include other assurance and related services provided by auditors, but not limited to those
 
that can only
reasonably be provided by the external auditor who signs the audit report, that are
 
reasonably related to the performance of the audit
or review of the company's financial statements, such as acquisition due diligence, audits of pension and benefit
 
plans, consultations
concerning financial accounting and reporting standards.
Tax and Other services fees
include services, if any, provided by the auditors within the framework of the Sarbanes-Oxley Act, i.e.
certain agreed procedures.
 
Deviations from the Code of Practice: None
 
 
 
 
 
 
 
 
 
 
 
 
Classification:
 
Confidential
Status:
 
Final
Page 1 of 4
EQUINOR ASA POLICY FOR THE
 
RECOVERY OF ERRONEOUSLY AWARDED
 
INCENTIVE-BASED COMPENSATION FROM
EXECUTIVE OFFICERS
I. BACKGROUND
 
Equinor ASA (the “Company”) has adopted this
 
policy (this “Policy”) to provide for
 
the
recovery or “clawback” of certain Incentive-Based
 
Compensation in the event of a Restatement
(each, as defined below). This Policy is
 
intended to comply with, and will be interpreted
 
to be
consistent with, the requirements of Section
 
303A.14 of the New York Stock Exchange (“NYSE”)
Listed Company Manual
(the “Listing Standard”). This Policy
 
will be administered by the
Company’s Board of Directors (the “Board”), whose
 
determinations will be final, binding and
conclusive.
II. STATEMENT
 
OF POLICY
 
The Company shall recover reasonably
 
promptly the amount of erroneously awarded
Incentive-Based Compensation in the event
 
that the Company is required to prepare an
accounting restatement due to the material
 
noncompliance of the Company with any
 
financial
reporting requirement under applicable securities
 
laws, including any required accounting
restatement to correct an error in previously
 
issued financial statements that is material
 
to the
previously issued financial statements, or
 
that would result in a material misstatement
 
if the error
were corrected in the current period or left
 
uncorrected in the current period (a
 
“Restatement”).
 
The Company shall recover erroneously
 
awarded Incentive-Based Compensation
 
in
compliance with this Policy except to the
 
extent provided under the section entitled “V.
Exceptions” herein.
III. SCOPE OF POLICY
A.
Covered Persons and Recovery Period.
 
This Policy applies to all Incentive-Based
Compensation received by a person:
 
●
 
after beginning service as an Executive
 
Officer,
●
 
who served as an Executive Officer at any time during
 
the performance period for that
Incentive-Based Compensation,
●
 
while the Company has a class of securities
 
listed on NYSE, and
●
 
during the three completed fiscal years
 
immediately preceding the date that the
 
Company
is required to prepare a Restatement (the
 
“Recovery Period”).
 
Notwithstanding this look-back requirement,
 
this Policy shall only apply to Incentive-
Based Compensation received on or after
 
October 2, 2023 (the effective date of the
 
Listing
Standard).
 
For purposes of this Policy, Incentive-Based Compensation shall be deemed
 
“received”
in the Company’s fiscal period during which the
 
Financial Reporting Measure (as defined herein)
 
 
 
 
Classification:
 
Confidential
Status:
 
Final
Page 2 of 4
specified in the Incentive-Based Compensation
 
award is attained, even if the payment
 
or grant of
the Incentive-Based Compensation occurs after
 
the end of that period.
B.
Transition Period.
 
In addition to the Recovery Period, this Policy
 
applies to any
transition period (that results from a change
 
in the Company’s fiscal year) within or immediately
following the Recovery Period (a “Transition Period”),
 
provided that a Transition Period between
the last day of the Company’s previous fiscal year
 
end and the first day of the Company’s new
fiscal year that comprises a period of nine
 
to 12 months will be deemed a completed
 
fiscal year.
 
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based
Compensation under this Policy is not dependent
 
on if or when a Restatement is filed.
C.
Determining Recovery Period.
 
For purposes of determining the relevant Recovery
Period, the date that the Company is required
 
to prepare the Restatement is the earlier
 
to occur
of:
●
 
the date the Board, a committee of the
 
Board, or the officer or officers of the Company
authorized to take such action if Board action
 
is not required, concludes, or reasonably
should have concluded, that the Company is
 
required to prepare a Restatement,
 
and
●
 
the date a court, regulator, or other legally authorized body directs
 
the Company to
prepare a Restatement.
IV. AMOUNT SUBJECT TO RECOVERY
 
A.
Recoverable Amount.
 
The amount of Incentive-Based Compensation
 
subject to
recovery under this Policy is the amount
 
of Incentive-Based Compensation received that
exceeds the amount of Incentive-Based
 
Compensation that otherwise would
 
have been received
had it been determined based on the restated
 
amounts, computed without regard
 
to any taxes
paid.
 
B.
Covered Compensation Based on the
 
Company’s Common Share Price or TSR.
 
For Incentive-Based Compensation based
 
on the price of the Company’s common shares
 
or total
shareholder return (“TSR”), where the amount
 
of erroneously awarded Incentive-Based
Compensation is not subject to mathematical
 
recalculation directly from the information
 
in a
Restatement, the recoverable amount
 
shall be based on a reasonable estimate
 
of the effect of
the Restatement on the share price or TSR upon
 
which the Incentive-Based Compensation
 
was
received.
 
In such event, the Company shall maintain
 
documentation of the determination of that
reasonable estimate and provide such documentation
 
to the NYSE.
V. EXCEPTIONS
 
The Company shall recover erroneously
 
awarded Incentive-Based Compensation
 
in
compliance with this Policy except to the
 
extent that the conditions set out below
 
are met and the
Board has made a determination that recovery
 
would be impracticable:
 
 
A.
Direct Expense Exceeds Recoverable
 
Amount.
 
The direct expense paid to a third
party to assist in enforcing this Policy would
 
exceed the amount to be recovered;
 
provided,
however, that before concluding it would be impracticable to recover
 
any amount of erroneously
awarded Incentive-Based Compensation based
 
on the anticipated expense of enforcement,
 
the
Company shall make a reasonable attempt
 
to recover such erroneously awarded Incentive-
Based Compensation, document such reasonable
 
attempt(s) to recover, and provide that
documentation to the NYSE.
 
 
 
 
 
 
Classification:
 
Confidential
Status:
 
Final
Page 3 of 4
 
B.
Violation of Home Country Law.
 
Recovery would violate applicable Norwegian
 
law
where that law was adopted prior to November
 
28, 2022; provided, however, that before
concluding it would be impracticable to recover
 
any amount of erroneously awarded Incentive-
Based Compensation based on violation
 
of Norwegian law, the Company shall obtain an opinion
of Norwegian counsel, acceptable to the NYSE,
 
that recovery would result in such a violation,
and shall provide such opinion to NYSE.
 
C.
Recovery from Certain Tax-Qualified Retirement Plans
.
 
Recovery would likely
cause an otherwise tax-qualified retirement
 
plan, under which benefits are broadly available
 
to
employees of the Company, to fail to meet the requirements of 26 U.S.C.
 
401(a)(13) or 26 U.S.C.
411(a) and regulations thereunder.
VI. PROHIBITION AGAINST INDEMNIFICATION
 
The Company shall not indemnify any
 
Executive Officer or former Executive Officer
against the loss of erroneously awarded Incentive-Based
 
Compensation.
VII. DISCLOSURE
 
The Company shall file all disclosures with
 
respect to recoveries under this Policy
 
in
accordance with the requirements of all
 
the U.S. federal securities laws, including
 
the disclosure
required to be included in applicable Securities
 
and Exchange Commission (“SEC”)
 
filings.
VIII. DEFINITIONS
Unless the context otherwise requires, the
 
following definitions apply for purposes of
 
this
Policy:
 
 
“Executive Officer” means
the Company’s president, principal financial officer, principal
accounting officer (which may be the same individual
 
as principal financial officer, but if there is
no such accounting officer, the controller), any vice-president of the Company
 
in charge of a
principal business unit, division, or function
 
(such as sales, administration, or finance),
 
any other
officer who performs a policy-making function, or
 
any other person who performs similar
policymaking functions for the Company. Executive officers of the Company’s subsidiaries
 
are
deemed Executive Officers of the Company if they
 
perform such policy making functions for
 
the
Company. Policy-making function is not intended to include policymaking
 
functions that are not
significant. Identification of an Executive Officer for
 
purposes of this Policy will include at a
minimum executive officers identified pursuant
 
to 17 CFR 229.401(b).
 
 
“Financial Reporting Measures” means
 
any of the following: (i) measures that are
determined and presented in accordance with
 
the accounting principles used in preparing
 
the
Company’s financial statements, and any measures
 
that are derived wholly or in part from such
measures, (ii) stock price and (iii) TSR.
 
A Financial Reporting Measure need
 
not be presented
within the Company’s financial statements or included
 
in a filing with the SEC.
 
“Incentive-Based Compensation”
means any compensation that is granted,
 
earned, or
vested based wholly or in part upon the attainment
 
of a Financial Reporting Measure.
IX. AMENDMENT; TERMINATION
.
 
 
 
Classification:
 
Confidential
Status:
 
Final
Page 4 of 4
 
The Board may amend this Policy from time
 
to time and may terminate this Policy at any
time, in each case in its sole discretion.
X.
 
EFFECTIVENESS; OTHER RECOUPMENT
 
RIGHTS
This Policy shall be effective as of December 1,
 
2023. Any right of recoupment under this
Policy is in addition to, and not in lieu of,
 
any other remedies or rights of recoupment
 
that may be
available to the Company and its subsidiaries
 
and affiliates under applicable law or pursuant to
the terms of any similar policy or similar
 
provision in any employment agreement,
 
equity award
agreement or similar agreement.
 
 
 
 
4867-8232-6291 v.1.1
LIST OF GUARANTOR SUBSIDIARIES
Equinor Energy AS, a company existing under the Norwegian Private Limited
Liability Companies Act and a wholly owned subsidiary of Equinor ASA, has
guaranteed or is a co-obligor for the following unsecured debt securities.
●
 
USD 500,000,000 3.250% Notes due 2024
●
 
USD 250,000,000 7.15% Debentures due 2025
●
 
USD 1,250,000,000 2.875% Notes due 2025
●
 
USD 750,000,000 1.750% Notes due 2026
●
 
USD 480,512,000 7.250% Debentures due 2027
●
 
USD 15,588,000 7.250% Debentures due 2027
●
 
USD 500,000,000 3.000% Notes due 2027
●
 
USD 1,000,000,000 3.625% Notes due 2028
●
 
USD 250,000,000 6.800% Debentures due 2028
●
 
USD 275,000,000 7.150% Debentures due 2029
●
 
USD 1,500,000,000 3.125% Notes due 2030
●
 
USD 750,000,000 2.375% Notes due 2030
●
 
USD 750,000,000 5.100% Notes due 2040
●
 
USD 500,000,000 3.625% Notes due 2040
●
 
USD 350,000,000 4.250% Notes due 2041
●
 
USD 300,000,000 4.250% Notes due 2041
●
 
USD 850,000,000 3.950% Notes due 2043
●
 
USD 750,000,000 4.800% Notes due 2043
●
 
USD 1,000,000,000 3.250% Notes due 2049
●
 
USD 1,250,000,000 3.700% Notes due 2050