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.