Equinor : 2023 Board statement on Corporate governance report

Together with Equinor's values, risk management principles and our Code of Conduct, the principles for corporate governance are Equinor's most important management framework. Equinor's board of directors adheres to good corporate governance standards and will ensure that Equinor either complies with the Norwegian Code of Practice for Corporate Governance (the Code of Practice) or explains possible deviations from the Code of Practice. The Code of Practice can be found at www.nues.no.

The principles and legislation for reporting are evolving. Last year, we published our first integrated annual report which combined financial and sustainability reporting into one report.

This year, we present the board's statement on corporate governance separately for the first time,

highlighting the importance of our principles for corporate governance. Next year, the European Sustainability Reporting Standards (ESRS) will shape our reporting, as we also expect the Corporate Sustainability Reporting Directive (CSRD) to add further requirements to our reporting, including on corporate governance.

The board of directors are closely following the changes and will continue to do so in 2024 to ensure that our corporate governance principles and practices are of the highest quality.

Jon Erik Reinhardsen

This statement provides a detailed overview of how Equinor follows the Norwegian Code of Practice for Corporate Governance (the Code of Practice) and describes the foundation and principles for Equinor's corporate governance structure which should be seen in context with information in the Integrated Annual Report, section 1.9 Corporate governance and risk management. Further information can be found on www.equinor.com,

The Code of Practice covers 15 topics, and this board statement covers each of these topics and describes Equinor's adherence to the Code of Practice. The information concerning corporate governance that is required to be disclosed under the Norwegian Accounting Act Section 3-3b is included in this board statement as follows:

Nomination, elections and reporting in Equinor ASA

President and CEO

1. "A description of the main elements in the enterprises, and for entities that prepare Consolidated financial statements, also the Group's (if relevant) internal control and risk management systems linked to the financial reporting process": Described in section 10 Risk management and internal control.
2. "Articles of Association which entirely or partly expand or depart from provisions of Chapter 5 of the Public Limited Liability Companies Act":
   Described in section 6 General meeting of shareholders.

1. "The composition of the board of directors, the corporate assembly, the Committee of Shareholders' Representatives and the Control Committee and any working committees related to these bodies, as well as a description of the main instructions and guidelines that apply to the work of the bodies and any committees": Described in section 8 Corporate assembly, board of directors and corporate executive committee and section 9 The work of the board of directors.
2. "Articles of Association governing the appointment and replacement of directors": Described in section 8 Corporate assembly, board of directors and corporate executive committee under the sub- heading Board of directors.

1. "Articles of Association and authorisations empowering the board of directors to decide that the enterprise is to buy-back or issue its own shares or equity certificates": Described in section 3 Equity and dividends.
2. "A description of the enterprise's guidelines for gender equality and diversity with regard to, for example, age, gender and educational and professional background for the composition of boards, management and governing bodies and if relevant any sub-committees. The objective of the guidelines, how they have been implemented and their effect during the reporting period shall be stated. If the enterprise does not have such guidelines, this must be justified": Described in section 7 Nomination committee.

Equinor ASA is a Norwegian-registered public limited liability company with its primary listing on Oslo Stock Exchange (Oslo Børs), and the foundation for the Equinor group's governance structure is Norwegian law. American Depositary Receipts (ADRs) representing ordinary shares are listed on the New York Stock Exchange (NYSE), and Equinor is therefore subject to the listing requirements of NYSE and the applicable reporting requirements of the US Securities and Exchange Commission (SEC rules).

The board of directors focuses on maintaining a high standard of corporate governance in line with Norwegian and international standards of best practice. Good corporate governance is a prerequisite for a sound and sustainable company, and our corporate governance is based on openness and equal treatment of shareholders. Governing structures and controls help to ensure that we run our business in a justifiable and profitable manner for the benefit of employees, shareholders, partners, customers and society.

The work of the board of directors is based on the existence of a clearly defined division of roles and responsibilities between the shareholders, the board of directors and the company's corporate executive committee.

The following principles underline Equinor's approach to corporate governance:

• All shareholders will be treated equally.

• Equinor will ensure that all shareholders have access to up-to-date, reliable and relevant information about its activities.
• Equinor will have a board of directors that is independent (as defined by Norwegian standards) of the group's corporate executive committee. The board of directors focuses on preventing conflicts of interest between shareholders, the board of directors and the company's corporate executive committee.
• The board of directors will base its work on the principles for good corporate governance (the Code of Practice).

The governance and management system is further elaborated on at www.equinor.com/cgwhere shareholders and stakeholders can explore any topic of interest in more detail.

Compliance with New York Stock Exchange listing rules

Equinor's primary listing is on the Oslo Børs. Equinor is also registered as a foreign private issuer with the US Securities and Exchange Commission with ADRs representing its ordinary shares listed on the NYSE.

While Equinor's corporate governance practices follow the requirements of Norwegian law, Equinor is also subject to the NYSE's listing rules.

Equinor is considered a foreign private issuer in the US and is thus exempted from most of the NYSE corporate

governance standards that domestic US companies must comply with. However, Equinor is required to disclose any significant ways in which its corporate governance practices differ from those applicable to domestic US companies under the NYSE rules. A statement of differences is set out below:

Corporate governance guidelines

The NYSE rules require domestic US companies to adopt and disclose corporate governance guidelines. Equinor's corporate governance principles are developed by the corporate executive committee and the board of directors, in accordance with the Code of Practice and applicable law. Oversight of the board of directors and the CEO's management of the company is exercised by the corporate assembly.

Director independence

The NYSE rules require domestic US companies to have a majority of "independent directors". The NYSE definition of an "independent director" sets out five specific tests of independence and requires an affirmative determination by the board of directors that the director has no material relationship with the company.

Pursuant to Norwegian company law, Equinor's board of directors consists of members elected by the corporate assembly as representatives for both shareholders and employees. Equinor's board of directors has determined that, in its judgment, all shareholder-representatives are independent. In making its determinations of

independence, the board of directors focuses inter alia on there not being any conflicts of interest between shareholders, the board of directors and the company's corporate executive committee. It does not strictly make its determination based on the NYSE's five specific tests but takes into consideration all relevant circumstances which may in the board of director's view affect the directors' independence. The directors elected from among Equinor's employees would not be considered independent under the NYSE rules as they are employees of Equinor. None of these employee representatives are executive officers of the company.

For further information about the board of directors, see 8 Corporate assembly, board of directors and corporate executive committee.

Board committees

Pursuant to Norwegian company law, managing the company is the responsibility of the board of directors. Equinor has the following board committees; an audit committee, a safety, sustainability and ethics committee and a compensation and executive development committee. The audit committee and the compensation and executive development committee operate pursuant to instructions that are broadly comparable to the applicable committee charters required by the NYSE rules. They report on a regular basis to, and are subject to, oversight by the board of directors. For further information about the board committees, see 9 The work of the board of directors.

Equinor complies with the NYSE rule regarding the obligation to have an audit committee that meets the requirements of Rule 10A-3 of the US Securities Exchange Act of 1934.

The members of Equinor's audit committee include an employee representative director. Equinor relies on the exemption provided in Rule 10A-3(b)(1)(iv)

1. from the independence requirements of the US Securities Exchange Act of 1934 with respect to the employee representative director. Equinor believes that its reliance on this exemption will not materially adversely affect the ability of the audit committee to act independently or to satisfy the other requirements of Rule 10A-3 relating to audit committees. The other members of the audit committee meet the independence requirements under Rule 10A-3.

Among other things, the audit committee evaluates the qualifications and independence of the company's external auditor. However, in accordance with Norwegian law, the auditor is elected by the annual general meeting of the company's shareholders.

Equinor does not have a nominating/corporate governance committee formed from its board of directors. Instead, the roles prescribed under the NYSE rules for such committee are principally carried out by the corporate assembly and the nomination committee. The nomination committee is elected by the general meeting of shareholders, and the corporate assembly is elected partly by the general meeting of shareholders and partly by and among the employees. The nomination committee, which is elected by the general meeting of shareholders, recommends to the corporate assembly the candidates and remuneration for the board of

directors. The nomination committee also recommends to the general meeting of shareholders the candidates and remuneration for the nomination committee

and the shareholder representative candidates and remuneration for the corporate assembly.

NYSE rules require the compensation committee of US companies to comprise independent directors, recommend senior management remuneration and determine the independence of advisors when engaging them. Equinor, as a foreign private issuer, is exempted from complying with these rules and is permitted to follow its home country regulations. The compensation committee consists of four shareholder representatives and one employee representative. Equinor's compensation committee makes recommendations to the board of directors regarding remuneration to the corporate executive committee, including that of the CEO. Further, the compensation committee assesses its own performance and has the authority to hire external advisors.

Shareholder approval of equity compensation plans

The NYSE rules require that, with limited exemptions, all equity compensation plans must be subject to a shareholder vote. Equinor ASA remuneration schemes, including equity compensation plans, are approved by the CEO. The BoD is informed if the terms and conditions affect executives and senior executives. Issuance of shares and authority to buy-back company shares for the company's equity compensation plans must be proposed by the BoD and approved by Equinor's annual general meeting of shareholders.

Deviations from the Code of Practice: None

Kårstø

2 Business

Equinor is an international energy company headquartered in Stavanger, Norway. The company has business operations in around 30 countries and approximately 23,000 employees worldwide. Equinor ASA is a public limited liability company organised under the laws of Norway and subject to the provisions of the Norwegian Public Limited Liability Companies Act. The Norwegian State is the largest shareholder of Equinor ASA, with a direct ownership interest of 67%. Equinor is continuously developing the Norwegian Continental Shelf (NCS) and focusing its international portfolio to deliver sustainable value in the decades to come, at the same time as it develops a profitable renewables business and secure opportunities in the low carbon market.

Equinor is the largest oil and gas operator in the NCS and is among the world's largest net sellers of crude oil and condensate. Equinor is the largest supplier of energy to Europe and still has positions on processing and refining operations. Equinor also markets and sells the Norwegian State's share of the natural gas and crude oil produced on the NCS. Equinor contributes to the development of new low carbon energy resources, has on-going offshore and onshore renewables activities internationally and is at the forefront of the implementation of technology for carbon capture and storage (CCS) in Europe and US.

Objective, strategies and risk profiles

Equinor's objective is defined in the articles of association section 1 and is to develop, produce and market various forms of energy and derived products and services, as well as other business. The activities

Johan Sverdrup

may also be carried out through participation in or cooperation with other companies. Equinor's current articles of association were adopted at the annual general meeting of shareholders on 10 May 2023 and are available at www.equinor.com/articlesofassociation.

Equinor's purpose is turning natural resources into energy for people and progress for society. The board of directors has approved a corporate strategy to deliver on this purpose and the strategy has been translated into concrete objectives and targets to align execution.

Equinor's corporate strategy is presented in the Integrated Annual Report in section 1.5 Our Strategy.

In pursuing the vision and strategy, Equinor is committed to the highest standard of governance and to cultivating a values-based performance culture that rewards exemplary ethical practices, respect for the environment and personal and corporate integrity. The company continuously considers prevailing international standards of best practice when defining and implementing company policies, as Equinor believes that there is a clear link between high-quality governance and the creation of shareholder value.

At Equinor, the way we deliver is as important as what we deliver. The Equinor Book, which addresses all Equinor employees, sets the standards for behaviour, delivery and leadership.

The values guide the behaviour of all Equinor employees. The corporate values are "courageous", "open", "collaborative" and "caring". Both the values and ethics are treated as an integral part of business activities. The Code of Conduct is further described in section 10 Risk management and internal control.

Equinor also focus on managing the impacts of its activities on people, society and the environment, in line with corporate policies for health, safety, security, sustainability and climate, human rights and ethics. Areas covered by these policies include labour standards, transparency, anti-corruption, local hiring and procurement, health and safety, the working environment, security and broader environmental issues. These efforts and policies are further described in the Integrated Annual Report section 2.2 Sustainability Performance.

The Equinor risk profile is a composite view of risks and supports current and future portfolio considerations. The focus is to strive for a portfolio that is robust and value creating through the cycles. Risk is an embedded part of the board's strategy discussions and investment decisions. The board of directors regularly evaluates Equinor's strategy, risk profile and target setting as part of its annual plan. See also sections 9 The work of the board of directors and 10 Risk management and internal control.

Deviations from the Code of Practice: None

Shareholders' equity and capital structure

The company's shareholders' equity as of 31 December 2023 amounted to USD 48,490 million (excluding USD 10 million in non-controlling interest, minority interest), equivalent to 33.8% of the company's total assets. The net debt ratio was negative 21.6%1. Cash, cash equivalents and current financial investments amounted to USD 38,865 million. The board of directors considers this to be satisfactory given the company's requirements for financial robustness in relation to its expressed goals, strategy and risk profile.

Any increase of the company's share capital must be adopted or mandated by the general meeting by at least two-thirds majority vote. If a mandate was to be granted to the board of directors to increase the company's share capital, such mandate would be restricted to a defined purpose. If the general meeting is to consider mandates to the board of directors for the issue of shares for different purposes, each mandate would be considered separately by the general meeting.

Dividend policy

It is Equinor's ambition to grow the annual cash dividend, measured in USD per share, in line with long-term underlying earnings. Equinor announces dividends on a quarterly basis. The board of directors approves first to third quarter interim dividends

based on an authorisation from the annual general meeting, while the annual general meeting approves the fourth quarter (and total annual) dividend based on a proposal from the board of directors. When deciding the interim dividends and recommending the total annual dividend level, the board of directors will take into consideration expected cash flow, capital expenditure plans, financing requirements and appropriate financial flexibility. In addition to cash dividends, Equinor might buy-back shares as part of the distribution of capital to the shareholders.

The shareholders at the annual general meeting may vote to reduce, but may not vote to increase, the fourth quarter dividend proposed by the board of directors. Equinor announces dividend payments in connection with quarterly results. Payment of quarterly dividends is expected to take place approximately four months after the announcement of each quarterly dividend.

Equinor declares dividends in USD. Dividends in NOK per share will be calculated and communicated four business days after record date for shareholders at Oslo Børs.

The board of directors proposes to the annual general meeting an ordinary dividend of USD 0.35 per share and an extraordinary dividend of USD 0.35 per share for the fourth quarter 2023.

Buy-back of own shares for subsequent cancellation

In addition to cash dividend, Equinor may buy-back shares as part of the total distribution of capital to the shareholders. To buy-back shares, the board of directors will need an authorisation from the general meeting. On 10 May 2023, the annual general meeting authorised the board of directors to acquire Equinor ASA shares in the market, on behalf of the company, with a total nominal value of up to NOK 235,000,000. The board of directors was authorised to decide at what price within minimum and maximum prices of NOK 50 and NOK 1,000, respectively, and at what time such acquisitions shall take place. It

is a precondition that shares acquired pursuant to the authorisation are subsequently cancelled through a reduction of the company's share capital, pursuant to the Norwegian Public Limited Liability Companies Act section 12-1. It is also a precondition for the repurchase and cancellation of shares that the Norwegian State's ownership interest in Equinor ASA is not changed. Accordingly, a proposal for the redemption of a proportionate number of the State's shares, ensuring that the State's ownership interest in the company remains unchanged, will also be put forward at the annual general meeting to decide on the cancellation of repurchased shares. The authorisation remains valid until the next annual general meeting in the company, but no later than

30 June 2024. New share buy-back tranches are subject to existing and new agreements with the Norwegian state regarding share buy-back.

Purchase of own shares for use in the share savings plan

Since 2004, Equinor has had a share savings plan for its employees. The purpose of this plan is to strengthen the business culture and encourage loyalty through employees becoming part-owners of the company. The annual general meeting annually authorises the board of directors to acquire Equinor ASA shares in the market in order to continue implementation of the employees share savings plan.

On 10 May 2023, the board of directors was authorised on behalf of the company to acquire Equinor ASA shares for a total nominal value of up to NOK 27,500,000 for use in the share savings plan. This authorisation remains valid until a new authorisation has been adopted in the next general meeting and registered in the Register of Business Enterprises, but no later than 30 June 2024.

Deviations from the Code of Practice: None

4 Equal treatment of shareholders and transactions with close associates

5 Freely negotiable shares

Equal treatment of all shareholders is a core governance principle in Equinor. Equinor has one class of shares, and each share confers one vote at the general meeting. The articles of association contain no restrictions on voting rights and all shares have equal rights.

The Norwegian State as majority owner

The Norwegian State (the State) is the majority shareholder of Equinor and also holds major investments in other Norwegian companies. As of 31 December 2023, the State had an ownership interest in Equinor of 67% (excluding Folketrygdfondet's (Norwegian national insurance fund) ownership interest of 3.6%). The State is also a majority owner

in other companies or enterprises that are under a common ownership structure and therefore meet the definition of a related party. Equinor may participate in transactions with such companies or enterprises. All such transactions are always entered into on an arm's length basis. The State's ownership interest in Equinor is managed by the Ministry of Trade, Industry and Fisheries (MTIF). The State's ownership interests in related parties may be managed by the MTIF or other Ministries in the Norwegian government, depending on the line of business such related parties are engaged in.

there are more frequent meetings with the MTIF. Topics discussed includes Equinor's economic and strategic development, sustainability and the State's expectations regarding results and returns on investments. Such meetings comply with Norwegian company and securities legislation, hereunder equal treatment of shareholders and limitations for discussing inside information.

In all matters in which the State acts in its capacity as shareholder, exchanges with the company are based on information that is available to all shareholders. If state participation is imperative and the government must seek approval from the Norwegian Parliament (Stortinget), it may be necessary to provide the Ministry with insider information. The State will be subject

to general rules that apply to the handling of such information. Equinor ensures that, in any interaction between the State and Equinor, a distinction is drawn between the State's different roles.

The State has no appointed board members or members of the corporate assembly in Equinor. As majority shareholder, the State has appointed a member of Equinor's nomination committee.

production. The State has a common ownership strategy aimed at maximising the total value of its ownership interests in Equinor and its own oil and gas interests. This strategy is incorporated in the marketing instruction, which obliges Equinor, in its activities on the NCS, to emphasise these overall interests in decisions that may be of significance to the implementation of the sales arrangements.

The State-owned company Petoro AS handles commercial matters relating to the State's direct involvement in petroleum activities on the NCS and related activities and is responsible for overseeing that Equinor performs its tasks in accordance with the marketing instruction.

Other transactions

In relation to its ordinary business operations such as pipeline transport, gas storage and processing of petroleum products, Equinor also has regular transactions with certain entities in which Equinor has ownership interests. Such transactions are carried out on an arm's length basis.

Deviations from the Code of Practice: None

Equinor's primary listing is on Oslo Børs. ADRs are traded on the NYSE. Each Equinor ADR represents one underlying ordinary share.

The articles of association of Equinor do not include any form of restrictions on the ownership, negotiability or voting related to its shares and the ADRs.

Deviations from the Code of Practice: None

The general meeting of shareholders is Equinor's supreme corporate body. It serves as a democratic and effective forum for interaction between the company's shareholders, board of directors and corporate executive committee.

The next annual general meeting (AGM) is scheduled for 14 May 2024. At Equinor's AGM on 10 May 2023,

78.02 % of the share capital was represented either by personal attendance or by advance voting.

Pursuant to Equinor's articles of association, the AGM must be held by the end of June each year. Notice of the meeting and documents relating to the AGM are published on Equinor's website and notice is sent to all shareholders with known addresses at least

21 days prior to the meeting. All shareholders who are registered in the Norwegian Central Securities Depository (VPS) will receive a notice to the AGM. Other documents relating to Equinor's AGM will be made available on Equinor's website. A shareholder may request that these documents be sent to him/her.

Shareholders are entitled to have their proposals dealt with at the AGM if the proposal has been submitted in writing to the board of directors in sufficient time to enable it to be included in the notice of meeting, i.e. no later than 28 days before the meeting.

As described in the notice of the general meeting, shareholders may vote in writing, including through electronic communication, during a specified period before the general meeting.

The AGM is normally opened and chaired by the chair of the corporate assembly. If there is a dispute concerning individual matters and the chair of the

corporate assembly belongs to one of the disputing parties or is for some other reason not perceived as being impartial, another person will be appointed to chair the AGM. This is in order to ensure impartiality in relation to the matters to be considered.

The following matters are required to be decided at the AGM:

• Approval of the board of directors' report, the financial statements and any dividend proposed by the board of directors and recommended by the corporate assembly.
• Election of the shareholders' representatives to the corporate assembly and approval of the corporate assembly's fees.
• Election of the nomination committee and approval of the nomination committee's fees.
• Election of the external auditor and approval of the auditor's fee.
• Any other matters listed in the notice convening the AGM.

All shares carry an equal right to vote at general meetings. Resolutions at general meetings are normally passed by simple majority. However, Norwegian company law requires a qualified majority for certain resolutions, including resolutions to waive preferential rights in connection with any share issue, approval of a merger or demerger, amendment of the articles of association or authorisation to increase or reduce the share capital. Such matters require approval of at least two-thirds of the aggregate number of votes cast as well as two-thirds of the share capital represented at the general meeting.

If shares are registered by a nominee in the Norwegian Central Securities Depository (VPS), cf. section 4-10

of the Norwegian Public Limited Liability Companies Act, and the beneficial shareholder wants to vote such shares, the beneficial shareholder does not have to reregister the shares in a separate VPS account, however, the beneficial shareholder must give advance notice to the company.

The minutes of the AGM are made available on Equinor's website immediately after the AGM.

An extraordinary general meeting (EGM) can be held in order to consider and decide a specific matter if demanded by the corporate assembly, the chair of the corporate assembly, the auditor or shareholders representing at least 5% of the share capital. The board

of directors must ensure that an EGM is held within a month of such demand being submitted.

Deviations from the Code of Practice

The Code of Practice recommends that the board of directors and chair of the nomination committee are present at the general meetings. Equinor has not deemed it necessary to require the presence of all members of the board of directors. However, the chair of the board of directors, the chair of the nomination committee, as well as the chair of the corporate assembly, our external auditor, the CEO and other members of management are always present at general meetings.