Equinor to begin first phase of 2025 share buyback program

Equinor is set to kick off the initial phase of its 2025 share buy-back program on February 6, 2025, with plans to purchase shares worth up to USD 1.2 billion as outlined during the Capital Market Update earlier in the month. This first part of the program will see Equinor acquiring shares totaling up to USD 396 million from the market, with additional shares set to be redeemed from the Norwegian State. The duration of this inaugural tranche will run until April 2, 2025.

The company has disclosed intentions to execute a share buy-back initiative amounting to USD 5 billion for the year 2025, which will involve the redemption of shares held by the Norwegian State. This move is aimed at wrapping up a two-year program spanning 2024 to 2025 that was initially announced in February 2024. The buy-back program for 2025 is contingent upon market conditions and the financial health of Equinor’s balance sheet. It will be segmented into tranches where Equinor will repurchase shares amounting to predetermined USD values within specific timeframes. For the initial tranche in 2025, Equinor is slated to engage a third-party entity under a non-discretionary agreement to oversee the share repurchases and independently make trading decisions on behalf of the company.

The subsequent rollout of new share buy-back tranches following the inaugural one in 2025 will be subject to quarterly assessments by the board of directors in alignment with Equinor’s dividend policy. The implementation of these tranches will rely on board authorizations for share repurchasing endorsed by the company’s annual general meeting, along with an understanding with the Norwegian State concerning share buy-back agreements.

The primary objective of the share buy-back program is to reduce the company’s issued share capital. Consequently, all shares acquired as part of the initial tranche in 2025 will be annulled via a capital reduction during the company’s annual general meeting in May 2025.

Additional specifics pertaining to the share buy-back plan and the first tranche include that the authorizations allowing for share purchases were approved by the board of directors during the annual general meeting held on May 14, 2024. This authorization permits a maximum of 92 million shares to be acquired in the market, of which around 30.8 million shares remain available upon commencement of the first tranche in 2025 after factoring in earlier buy-backs. The price range for purchases is set at a minimum of NOK 50 per share and a maximum of NOK 1,000 per share. The authorization is valid up to June 30, 2025, or until the company’s annual general meeting in 2025.

Equinor has established an agreement with the Norwegian State governing its participation in the share buy-back program. At the annual general meeting in May 2025, the State will vote in favor of cancelling shares bought in the market according to the board’s authorization, as well as redeem and cancel a proportionate number of its shares to uphold its 67% ownership stake in Equinor. The redemption price for the State’s shares will be based on the volume-weighted average price paid by Equinor for shares acquired in the market, augmented by an interest rate compensation and adjusted for any dividends disbursed.

The transactions for the 2025 debut tranche will be executed on the Oslo Stock Exchange and potentially other trading venues within the European Economic Area (EEA). These transactions will adhere to applicable safe harbor conditions and regulatory frameworks delineated in the 2007 Norwegian Securities Trading Act, EU Commission Regulation (EC) No 2016/1052, and the Oslo Stock Exchange’s guidelines for buy-back programs and price stabilization dated February 2021.

The proposal to the annual general meeting in May 2025 will involve the cancellation of shares procured in the market during the initial tranche of 2025 and the subsequent redemption and annulment of a proportionate quantity of the State’s shares in accordance with the agreement with the Norwegian State. The replication of this process will be contingent on the renewal of the agreement and will extend to shares obtained through ensuing tranches of the 2025 share buy-back program, with the State’s share cancellation following a similar protocol at the company’s 2026 annual general meeting.

This information is being made public by Equinor in compliance with the EU Market Abuse Regulation and in adherence to the disclosure obligations set forth in Section 5-12 of the Norwegian Securities Trading Act.