Equinor : AGM 2023 - documents

To the shareholders of Equinor ASA

NOTICE OF ANNUAL GENERAL MEETING

10 MAY 2023 AT 15:00 CEST

Equinor Business Center, Forusbeen 50, 4035 Stavanger

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AGENDA

1. Opening of the annual general meeting by the chair of the corporate assembly (no voting)
2. Registration of represented shareholders and proxies (no voting)
3. Election of chair for the meeting
   The board of directors proposes that the general meeting elects the chair of the corporate assembly, Jarle Roth, as chair of the meeting.
4. Approval of the notice and the agenda
5. Election of two persons to co-sign the minutes together with the chair of the meeting
6. Approval of the annual report and accounts for Equinor ASA and the Equinor group for 2022, including the board of directors' proposal for distribution of fourth quarter 2022 dividend
   The board of directors proposes a fourth quarter 2022 ordinary dividend of US dollar ("USD") 0.30 per share and an extraordinary dividend of USD 0.60 per share. The fourth quarter 2022 dividend accrues to the shareholders as registered in Equinor's shareholder register with the Norwegian Central Securities Depository (VPS) as of expiry of 12 May 2023. Subject to ordinary settlement in VPS, this implies that the right to dividends accrues to shareholders as of 10 May 2023. The shares will be traded ex-dividend on the Oslo Stock Exchange (Oslo Børs) from and including 11 May 2023. For US ADR (American Depository Receipts) holders, dividend accrues to the ADR-holders as of 10 May 2023, and the ex-dividend date will be from and including 11 May 2023.
   Shareholders whose shares trade on the Oslo Stock Exchange will receive their dividend in Norwegian kroner ("NOK"). The NOK dividend will be communicated on 22 May 2023.
   The expected payment date for the dividend is 25 May 2023.
   Proposed resolution:
   "The annual accounts and the annual report for 2022 for Equinor ASA and the Equinor group are approved. A fourth quarter 2022 ordinary dividend of USD 0.30 per share and an extraordinary dividend of USD 0.60 per share are approved to be distributed."

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1. Authorisation to distribute dividend based on approved annual accounts for 2022
   The board of directors proposes that the general meeting provides an authorisation to the board of directors to approve quarterly dividends for second and third quarter 2023 and first quarter 2024 cf. the Norwegian Public Limited Liability Companies Act section 8-2 second paragraph. Such dividends will be formally based on the company's approved annual accounts for 2022. Equinor ASA will announce dividends in connection with the respective quarterly results. Payment of the quarterly dividend is expected to take place approximately four months after the announcement of the quarterly results.
   Proposed resolution:
   "The general meeting of Equinor ASA hereby authorises the board of directors to resolve the payments of dividend based on the company's approved annual accounts for 2022, cf. the Norwegian Public Limited Liability Companies Act section 8-2, second paragraph.
   The board of directors shall, when using the authorisation, make its decision in accordance with the company's approved dividend policy. The board of directors shall before each decision to approve the payment of dividends consider if the company, after the payment of dividends, will have sufficient equity and liquidity.
   The authorisation shall be valid until the next annual general meeting, but no later than 30 June 2024."
2. Proposal from shareholder that Equinor ban the use of fiberglass rotor blades in all new wind farms, commits to buy into existing hydropower projects and conduct research on other energy sources such as thorium
   Shareholder Roald Skjoldheim has proposed the following resolution:
   "1. Equinor bans the use of fiberglass rotor blades in all new wind farms. And do not replace old fiberglass rotor blades with new ones.
3. 1. Equinor must make a greater commitment to buying into existing hydropower projects, aiming to upgrade the plants nationwide.
   2. Equinor should conduct research on other energy sources, such as thorium."

The shareholder's supporting statement and the board's response is available at www.equinor.com/agm.

The board of directors recommends the general meeting to vote againstthe proposal.

9. Proposal from shareholders that Equinor identify and manage risks and possibilities regarding climate, and integrate these in the company's strategy

Shareholders WWF and Greenpeace have proposed the following resolution:

"Equinor identify and manage risks and possibilities regarding climate, and integrate these in the company's strategy. The company sets targets and implements measures to reduce greenhouse gas emissions

over a short- and long-term period in line with the target to limit global warming to 1.5 °C, and report to shareholders on progress against these targets. Targets and measures include the entire supply chain (scope 1, 2 and 3) and entails an absolute reduction in greenhouse gas emissions."

The shareholders' supporting statement and the board's response is available at www.equinor.com/agm. The board of directors recommends the general meeting to vote againstthe proposal.

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10. Proposal from shareholder that Equinor stops all exploration and drilling by 2025 and provides financial and technical assistance for the repair of and development of Ukraine's energy infrastructure Shareholder Guttorm Grundt has proposed the following resolution:

"1. Equinor introduces full stop of all exploration drilling for fossil energy resources on the Norwegian continental shelf and abroad by 2025.

2. Equinor will provide financial and technical assistance for the repair and development of Ukraine's energy infrastructure with emphasis on energy security and renewable energy worth an average of NOK 15 billion per year in the period 2023-2027."

The shareholder's supporting statement and the board's response is available at www.equinor.com/agm.

The board of directors recommends the general meeting to vote againstthe proposal.

1. Proposal from shareholder that Equinor develops a procedure for greatly improved process for responding to shareholder proposals
   Shareholder Even Bakke has proposed the following resolution:
   "The Board of Directors and Group Management shall develop a procedure for a greatly improved process for responding to shareholder proposals submitted at the Annual General Meeting."
   The shareholder's supporting statement and the board's response is available at www.equinor.com/agm. The board of directors recommends the general meeting to vote againstthe proposal.
2. Proposal from shareholder that Equinor ends all plans for activity in the Barents Sea, adjusts up the investments in renewables/low carbon solutions to 50 percent by 2025, implements CCS for Melkøya and invests in rebuilding of Ukraine
   Shareholder Gro Nylander has proposed the following resolution:
   "1. Equinor's current activity in the Barents Sea ends. Further plans for this area are shelved.
3. 1. Equinor's gross investments in renewables/low-carbon solutions are 50 percent (up from 30) by 2025.
   2. Equinor implements carbon capture and storage (CCS) for Melkøya. The figures for the company's price calculation are published and compared with alternative calculation methods.
   3. Equinor invests part of the huge increase in revenues brought about by the war in Ukraine to help rebuild the country."

The shareholder's supporting statement and the board's response is available at www.equinor.com/agm.

The board of directors recommends the general meeting to vote againstthe proposal.

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13. Proposal from shareholder that Equinor stops all exploration and test drilling for oil and gas, becomes a leading producer of renewable energy, stops plans for electrification of Melkøya and presents a plan enabling Norway to become net-zero by 2050

Shareholder Bente Marie Bakke has proposed the following resolution: "1. Equinor stops all exploration and test drilling for oil and gas

1. Equinor aims to become a leading producer of renewable energy
2. Equinor stops plans for electrification of Melkøya. Instead, the possibilities for CO2 capture and storage must be explored
3. Equinor presents a step-down plan for oil and gas production, enabling Norway to become net-zero by 2050"

The shareholder's supporting statement and the board's response is available at www.equinor.com/agm.

The board of directors recommends the general meeting to vote againstthe proposal.

14. Proposal from shareholder that Equinor's management let the results of global warming characterise its further strategy, stops all exploration for more oil and gas, phase out all production and sale of oil and gas, multiplies its investment in renewable energy and CCS and becomes a climate-friendly company

Shareholder Gro Nylander has proposed the following resolution:

"• Equinor's management reads up on the suffering and death caused by global warming due to fossil energy, and lets this characterise its further strategy.

• Equinor stops all exploration for more oil/gas in Norway and abroad.
• Equinor drafts a binding plan for phasing out all production and sale of oil and gas in Norway and abroad as soon as possible.
• Equinor multiplies its investments in renewable energy and CCS.
• Equinor improves its reputation by implementing this, becoming a forward-looking,climate-friendly company that assumes responsibility for future generations' health and quality of life."

The shareholder's supporting statement and the board's response is available at www.equinor.com/agm.

The board of directors recommends the general meeting to vote againstthe proposal.

15. The board of directors' report on Corporate Governance

Pursuant to section 5-6 fifth paragraph of the Norwegian Public Limited Liability Companies Act, the annual general meeting shall review and evaluate the board's report on Corporate Governance which has been prepared in accordance with section 3-3b of the Norwegian Accounting Act. The Corporate Governance report for 2022 is included in section 5.1 of Equinor ASA's annual report available at www.equinor.com/agm.

The general meeting shall carry out an advisory vote regarding the Corporate Governance report, and the board proposes that the general meeting endorses the report.

Proposed resolution:

"The general meeting endorses the board of directors' report on Corporate Governance."

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16. The board of directors' remuneration policy on determination of salary and other remuneration for leading personnel and remuneration report for salary and other remuneration for leading personnel In accordance with section 6-16aof the Norwegian Public Limited Liability Companies Act, the board

of directors shall prepare a remuneration policy on determination of salary and other remuneration for leading personnel. The proposed remuneration policy is available at www.equinor.com/agm.

In accordance with section 5-6 third paragraph of the Norwegian Public Limited Liability Companies Act with reference to section 6-16a fifth paragraph, the board of directors' remuneration policy for determination of salary for leading personnel (item 16.1) is subject to approval by the general meeting at every material change and, in any case, at least every four years. The board's remuneration policy was last approved by the general meeting in 2021, however, the board has decided to prepare and present a new policy for the general meeting's consideration and approval. The decision to renew the policy is partly made in order to follow and implement developments in reporting practice in addition to implementing necessary material changes to the policy as a result of changes in the Norwegian State's guidelines for executive remuneration in companies with state ownership interest.

In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the board of directors shall prepare a remuneration report for leading personnel. The remuneration report is presented as a separate report and in note 4 in Equinor ASA's financial statements and available at www.equinor.com/agm.

In accordance with section 5-6 fourth paragraph of the Norwegian Public Limited Liability Companies Act with reference to section 6-16b second paragraph, an advisory vote shall be held for the board of directors' remuneration report for salary and other remuneration to leading personnel (item 16.2).

The board of directors recommends that the general meeting by a binding vote approves the remuneration policy on determination of salary and other remuneration for leading personnel and by an advisory vote endorses the board of directors' remuneration report.

1. Approval of the board of directors' remuneration policy on determination of salary and other remuneration for leading personnel
   Proposed resolution:
   "The general meeting approves the board of directors' Remuneration policy."
2. Advisory vote of the board of directors' remuneration report for leading personnel Proposed resolution:
   "The general meeting endorses the board of directors' 2022 Remuneration report."

17. Approval of remuneration for the company's external auditor for 2022 Proposed resolution:

"Remuneration to the auditor for 2022 of NOK 49,894,487 for Equinor ASA is approved."

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18. Determination of remuneration for the corporate assembly members

The nomination committee proposes that the general meeting adopt the following resolution regarding changes to the remuneration to the corporate assembly:

"The remuneration to the corporate assembly is adjusted effective from 11 May 2023 as follows:

19. Determination of remuneration for the nomination committee members

The nomination committee proposes that the general meeting adopt the following resolution regarding changes to the remuneration to the nomination committee:

"The remuneration to the nomination committee is adjusted effective from 11 May 2023 as follows:

20. Authorisation to acquire Equinor ASA shares in the market to continue operation of the company's share-based incentive plans for employees

Since 2004, the company has offered a share saving plan for employees in the group. The purpose of this plan is to augment good business culture and encourage loyalty through employees becoming part-owners of the company. The long-term incentive plan was implemented in 2007 with the purpose of strengthening the alignment of top management and shareholders' long-term interests and sustainability of the company, and to retain key executives. At the annual general meeting in 2022 it was decided to authorise the board of directors to acquire shares in the market. This authorisation is valid until 30 June 2023. It is proposed that the annual general meeting gives the board of directors a new authorisation to acquire shares in the market, to continue the company's share-based incentive plans. The new authorisation shall replace the authorisation granted on 11 May 2022 from the time of registration in the Register of Business Enterprises.

Proposed resolution:

"The board of directors is authorised on behalf of the company to acquire Equinor shares in the market. The authorisation may be used to acquire own shares at a total nominal value of up to NOK 27,500,000.

Shares acquired pursuant to this authorisation may only be used for sale and transfer to employees of the Equinor group as part of the group's share saving plan and long-term incentive plan, as approved by the board of directors.

The minimum and maximum amount that may be paid per share will be NOK 50 and NOK 1,000, respectively.

The authorisation is valid until 30 June 2024. This authorisation replaces, from the time of registration in the Register of Business Enterprises, the previous authorisation to acquire own shares for the company's share-based incentive plans for employees granted by the annual general meeting on 11 May 2022."

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21. Reduction in capital through the cancellation of own shares and the redemption of shares belonging to the Norwegian State

The annual general meeting resolved on 11 May 2022 to authorise the board of directors of Equinor ASA to acquire Equinor shares in the market with a nominal value of up to NOK 187,500,000. The authorisation is valid until the next annual general meeting, but no later than 30 June 2023.

Own shares acquired pursuant to the authorisation may 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.

On 14 June 2021 the board of directors of Equinor ASA launched an indicative annual share buy-back programme of up to USD 1.2 billion starting from 2022, subject to board approvals before starting tranches. The board of directors resolved to increase the share buy-back programme for 2022 up to USD 5 billion in February 2022, and further up to USD 6 billion in July 2022 (including the Norwegian State's shares to be redeemed).

In accordance with the share buy-back programme and the current authorisation granted by the annual general meeting on 11 May 2022, the board of directors of Equinor ASA has approved the following tranches:

The amount of the market operations for each tranche includes the Norwegian State's shares to be redeemed.

The board of directors of Equinor ASA has in accordance with the share buy-back programme and the current authorisation granted by the annual general meeting on 11 May 2022, acquired 56,880,633 own shares in the market at an average price of NOK 349.6997.

On 27 April 2022, Equinor ASA signed an agreement with the Norwegian State, represented by the Ministry of Trade, Industry and Fisheries regarding the repurchase of own shares. It is a mutual condition in the agreement that the repurchases and cancellations of own shares will not change the Norwegian State's percentage ownership in the company. When Equinor ASA cancels own shares purchased in the open market, a proportionate share of the State's holdings shall therefore be redeemed and cancelled to ensure that the percentage ownership remains unchanged at 67 per cent.

The compensation to the State for the redeemed shares represents the average price of the shares purchased by Equinor ASA in the market, with the addition of an interest compensation and a deduction for received dividend payments (and corresponding interest). The interest rate corresponds to six months' NIBOR + 1 per cent per annum, calculated from the time of each share purchase until payment is made on the agreed settlement date. Payment of the compensation will be made upon the redemption and cancellation of 115,484,921 shares owned by the Norwegian State.

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The compensation to the State in NOK amounts to 40,182,168,060.50, subtracted for interest compensated dividend for first through third quarter 2022. In addition, the fourth quarter 2022 dividend of USD 0.90 per share (see decision in agenda item 6 above) and corresponding interest compensation will be deducted.

The dividend for the fourth quarter 2022 in NOK per share will be communicated 22 May 2023.

The part of the amount that is proposed paid to the State that exceeds the nominal value of the shares, will be covered by retained earnings in the company's accounts.

The auditor's confirmation stating that there is still coverage for the company's remaining share capital and undistributable reserves after the reduction in share capital and retained earnings, is available on www.equinor.com/agm. The capital reduction is conditional upon a creditor notice.

Proposed resolution:

"As part of the implementation of the company's share buy-back programme, the company's share capital will be reduced by NOK 430,913,885.00 from NOK 7,938,675,397.50 to NOK 7,507,761,512.50. Of the total capital reduction amount:

1. NOK 142,201,582.50 will be used to annul 56,880,633 own shares, and
2. NOK 288,712,302.50 will be used to redeem and annul 115,484,921 shares owned by the Norwegian State by the Ministry of Trade, Industry and Fisheries.

In addition to the capital reduction amount described in item (ii) above, the Norwegian State by the Ministry of Trade, Industry and Fisheries shall receive NOK 39,893,455,758.00, with a deduction for fourth quarter 2022 dividend of USD 0.90 per share and corresponding interest compensation. The part of the amount paid to the Norwegian State that exceeds the nominal value of the shares, shall be covered by retained earnings.

With effect from the time the capital reduction has been registered, Article 3 of the company's Articles of Association will be amended to read as follows:

"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.""

22. Authorisation to acquire Equinor ASA shares in the market for subsequent annulment

The board of directors propose that the general meeting grants the board of directors an authorisation to repurchase up to 94,000,000 own shares in the market (approximately 3.1 per cent of the company's share capital) in accordance with the Norwegian Public Limited Liability Companies Act section 9-4.

The reason for the request for such an authorisation is to enable Equinor's board of directors to utilise this mechanism permitted by the Norwegian Public Limited Liability Companies Act with respect to the distribution of capital to the company's shareholders. The repurchase of own shares will also be an important means of continuously adjusting the company's capital structure in order to make it more expedient. The repurchase of own shares leads to the remaining shares representing an increased ownership interest in the company.

It is a precondition that the repurchased shares are subsequently annulled through a resolution by a new general meeting to reduce the company's share capital. It is also a precondition for the repurchase and the annulment of own shares that the Norwegian State's ownership interest in Equinor ASA is not changed. In order to achieve this, a proposal for the redemption of a proportion of the State's shares, so that the State's ownership interest in the company remains unchanged, will also be put forward at the general meeting which is to decide the annulment of the repurchased shares. The State currently has an ownership interest of 67 per cent, and the total repurchase/redemption and annulment could thus involve up to 284,848,485 shares (approximately 9.5 per cent of Equinor ASA's share capital).

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