Bond AkerEnergy 3.75% ( USR0139KAB63 ) in USD

AkerEnergy

96.8 % ▲

Norway

USR0139KAB63 ( in USD )

3.75% per year ( payment 2 times a year)

14/01/2030

Prospectus brochure of the bond Aker BP USR0139KAB63 en USD 3.75%, maturity 14/01/2030

R0139KAB6

BBB ( Lower medium grade - Investment-grade )

15/01/2026 ( In 120 days )

Aker BP is a Norwegian oil and gas company focused on exploration, development, and production in the Norwegian Continental Shelf, with a growing renewable energy portfolio.

The Bond issued by AkerEnergy ( Norway ) , in USD, with the ISIN code USR0139KAB63, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2030
The Bond issued by AkerEnergy ( Norway ) , in USD, with the ISIN code USR0139KAB63, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION IN
THE UNITED STATES

Aker BP ASA
$500,000,000 3.000% Senior Notes due 2025
$1,000,000,000 3.750% Senior Notes due 2030
Aker BP ASA, incorporated as a public limited liability company under the laws of Norway (the "Company"), is offering $500,000,000
aggregate principal amount of its 3.000% Senior Notes due 2025 (the "2025 Notes") and $1,000,000,000 aggregate principal amount of its 3.750%
Senior Notes due 2030 (the "2030 Notes" and, together with the 2025 Notes, the "Notes"). We will pay interest on the Notes semi-annually on
January 15 and July 15 of each year, commencing July 15, 2020. The 2025 Notes will mature on January 15, 2025. The 2030 Notes will mature
on January 15, 2030.
At any time prior to the maturity date of the 2025 Notes, we may redeem all or part of the 2025 Notes by paying the redemption prices
set forth in this offering memorandum (the "Offering Memorandum"), including at 100% of the principal amount of such 2025 Notes, plus
accrued and unpaid interest, if any, if the redemption occurs on or after December 15, 2024.
At any time prior to the maturity date of the 2030 Notes, we may redeem all or part of the 2030 Notes by paying the redemption prices
set forth in this Offering Memorandum, including at 100% of the principal amount of such 2030 Notes, plus accrued and unpaid interest, if any, if
the redemption occurs on or after October 15, 2029.
Upon the occurrence of certain events defined as constituting a change of control triggering event, each holder may require us to
repurchase all or a portion of its Notes at 101% of their principal amount, plus accrued and unpaid interest, if any. In the event of certain
developments affecting taxation, we may redeem all, but not less than all, of each series of the Notes.
The Notes are senior unsecured debt of the Company and rank pari passu in right of payment with all of the Company's existing and
future senior obligations, including the Revolving Credit Facility, the Existing Senior Notes due 2022, the Existing Senior Notes due 2024, the
Existing Senior Notes due 2025 and the NOK Bond (each as defined herein), and senior in right of payment to all of the Company's future
subordinated obligations. The Notes are effectively subordinated to all of the Company's existing and future secured debt to the extent of the value
of the collateral securing such debt.
This Offering Memorandum includes information on the terms of the Notes, including redemption and repurchase prices, covenants,
events of default and transfer restrictions.
There is currently no public market for the Notes. Application will be made to list the Notes on the Securities Official List of the
Luxembourg Stock Exchange (the "Exchange"), without admission to trading on one of the securities markets operated by the Exchange. There
can be no assurance that the Notes will be listed on the Securities Official List of the Exchange or that any such listing will be maintained.
Investing in the Notes involves a high degree of risk. See the "Risk factors" section of this Offering Memorandum beginning on
page 18.
2025 Notes Price: 99.696% plus accrued interest, if any, from January 15, 2020.
2030 Notes Price: 99.802% plus accrued interest, if any, from January 15, 2020.
The Notes were delivered in book-entry form through The Depository Trust Company ("DTC") on January 15, 2020 (the "Issue Date").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the
securities laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In the United States, this offering is being made
only to "qualified institutional buyers" (as defined in Rule 144A of the U.S. Securities Act) in compliance with Rule 144A under the U.S.
Securities Act ("Rule 144A"). You are hereby notified that the Initial Purchasers (as defined herein) of the Notes may be relying on the
exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside of the United States, this offering is
being made in reliance on Regulation S under the U.S. Securities Act. For further details about eligible offerees and resale restrictions,
see "Plan of distribution" and "Notice to investors."
Global Coordinators
J.P. Morgan
Citigroup
Wells Fargo Securities
DNB Markets
ING
Joint Bookrunners
ABN AMRO
Barclays
BMO Capital Markets
MUFG
SEB
The date of this Offering Memorandum is January 28, 2020.

In making your investment decision, you should rely only on the information contained in, or
incorporated by reference into, this Offering Memorandum. We have not, and J.P. Morgan Securities LLC,
Citigroup Global Markets Inc., Wells Fargo Securities, LLC, DNB Markets Inc., ING Bank N.V., London Branch,
ABN AMRO Securities (USA) LLC, Barclays Capital Inc., BMO Capital Markets Corp., MUFG Securities
Americas Inc. and Skandinaviska Enskilda Banken AB (publ) (collectively, the "Initial Purchasers") have not
authorized anyone to provide you with any other information. If you receive any other information, you should
not rely on it. We and the Initial Purchasers are offering to sell the Notes only in places where offers and sales are
permitted. You should not assume that the information contained in, or incorporated by reference into, this
Offering Memorandum is accurate as of any date other than the date on the front cover of this Offering
Memorandum. Our business or financial condition and other information contained in, or incorporated by
reference into, this Offering Memorandum may change after that date.
TABLE OF CONTENTS
Page
Important Information about this Offering Memorandum ..................................................................................... ii
Notice to U.S. Investors ........................................................................................................................................ iii
Notice to Certain Other Investors ......................................................................................................................... iii
Forward-looking statements .................................................................................................................................. ix
Presentation of Financial and Other Information ................................................................................................. xii
Incorporation of Certain Information by Reference ............................................................................................ xix
Definitions ........................................................................................................................................................... xxi
Exchange Rate Information ............................................................................................................................... xxiv
Presentation of Industry and Market Data .......................................................................................................... xxv
Summary................................................................................................................................................................. 1
Corporate Structure and Certain Financing Arrangements ..................................................................................... 7
The Offering ........................................................................................................................................................... 9
Summary Historical and As Adjusted Selected Financial Information ................................................................ 13
Summary Reserves, Contingent Resources and Production Data ......................................................................... 17
Risk Factors .......................................................................................................................................................... 18
Use of Proceeds .................................................................................................................................................... 44
Capitalization ........................................................................................................................................................ 45
Management's Discussion and Analysis of Financial Condition and Results of Operations ............................... 46
Our Business ......................................................................................................................................................... 70
Regulation............................................................................................................................................................. 96
Management ....................................................................................................................................................... 105
Principal Shareholders ........................................................................................................................................ 110
Certain Relationships and Related Party Transactions ....................................................................................... 111
Description of Certain Financing Arrangements ................................................................................................ 113
Description of the Notes ..................................................................................................................................... 121
Book-Entry, Delivery and Form ......................................................................................................................... 155
Taxation .............................................................................................................................................................. 159
Certain ERISA Considerations ........................................................................................................................... 164
Plan of Distribution ............................................................................................................................................ 166
Notice to Investors .............................................................................................................................................. 169
Legal Matters ...................................................................................................................................................... 173
Independent Auditors ......................................................................................................................................... 173
Independent Petroleum Engineers ...................................................................................................................... 173
Available Information ......................................................................................................................................... 174
Service of Process and Enforcement of Civil Liabilities .................................................................................... 175
Certain Insolvency Law Considerations ............................................................................................................. 176
Listing and General Information......................................................................................................................... 179
Glossary .............................................................................................................................................................. 180

i

IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
This Offering Memorandum is a document that we are providing only to prospective purchasers of the
Notes. You should read this Offering Memorandum and the documents incorporated by reference hereby before
making a decision whether to purchase any Notes. You must not:

disclose any information in this Offering Memorandum to any other person, other than a person
retained to advise you in connection with the purchase of the Notes.
We have prepared this Offering Memorandum and the documents incorporated by reference hereby based
on information we have or have obtained from sources we believe to be reliable. Summaries of documents
contained in this Offering Memorandum may not be complete. We will make copies of actual documents available
to you upon request. Neither we, the Initial Purchasers nor the Trustee, Registrar, Transfer Agent or any Paying
Agent is providing you with any legal, investment, business, tax or other advice in this Offering Memorandum.
You should consult with your own counsel, accountants and other advisors as needed to assist you in making your
investment decision and to advise you whether you are legally permitted to purchase the Notes.
This Offering Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or
solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would
be required for that purpose. Accordingly, the Notes may not be offered or sold, directly or indirectly, and this
Offering Memorandum may not be distributed, in any jurisdiction except in accordance with the legal
requirements applicable in such jurisdiction. You must comply with all laws applicable in any jurisdiction in
which you buy, offer or sell the Notes or possess or distribute this Offering Memorandum, and you must obtain
all applicable consents and approvals; neither we nor the Initial Purchasers shall have any responsibility for any
of the foregoing legal requirements.
We are offering the Notes in reliance on (i) an exemption from registration under the U.S. Securities Act
for an offer and sale of securities that does not involve a public offering and (ii) a transaction pursuant to
Regulation S that is not subject to the registration requirements of the U.S. Securities Act. If you purchase the
Notes, you will be deemed to have made certain acknowledgments, representations and warranties as detailed
under "Notice to Investors." The Notes are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under the U.S. Securities Act and applicable securities laws of any other
jurisdiction pursuant to registration or exemption therefrom. You may be required to bear the financial risk of an
investment in the Notes for an indefinite period. Neither we nor the Initial Purchasers are making an offer to sell
the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. Neither we nor the Initial
Purchasers are making any representation to you that the Notes are a legal investment for you.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations
in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval
or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in
force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we
nor the Initial Purchasers shall have any responsibility therefor.
Neither the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission
nor any non-U.S. securities authority nor other authority has approved or disapproved of the Notes or determined
if this Offering Memorandum is truthful or complete. Any representation to the contrary is a criminal offense.
We accept responsibility for the information contained in this Offering Memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information
contained in this Offering Memorandum with regard to us and our subsidiaries and affiliates and the Notes is true
and accurate in all material respects as of the date of this Offering Memorandum, that the opinions and intentions
expressed in this Offering Memorandum are honestly held and that we as of the date of this Offering Memorandum
are not aware of any other facts, the omission of which would make this Offering Memorandum or any statement
contained herein misleading in any material respect.
Neither the Initial Purchasers nor the Trustee, Registrar, Transfer Agent or any Paying Agent makes any
representation or warranty, express or implied, as to, and assumes no responsibility for, the accuracy or
completeness of the information contained in or incorporated by reference into this Offering Memorandum.
Nothing contained in or incorporated by reference into this Offering Memorandum is, or shall be relied upon as,
a promise or representation by the Initial Purchasers as to the past, the present or the future.
ii

We reserve the right to withdraw this offering at any time. We and the Initial Purchasers may reject any
offer to purchase the Notes in whole or in part for any reason or no reason, sell less than the entire principal
amount of the Notes offered hereby or allocate to any purchaser less than all of the Notes for which it has
subscribed. The Initial Purchasers and certain of their respective related entities may acquire, for their own
accounts, a portion of the Notes.
The information set out in relation to sections of this Offering Memorandum describing clearing and
settlement arrangements, including in the "Description of the Notes" and "Book-entry, delivery and form," is
subject to a change in or reinterpretation of the rules, regulations and procedures of DTC, Euroclear or Clearstream
currently in effect. While we accept responsibility for accurately summarizing the information concerning DTC,
Euroclear or Clearstream, we accept no further responsibility in respect of such information.
Application will be made to list the Notes on the Securities Official List of the Exchange, without
admission to trading on one of the securities markets operated by the Exchange.
IN CONNECTION WITH THE OFFER, ISSUE AND SALE OF THE NOTES, J.P. MORGAN
SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC,
DNB MARKETS INC. AND ING BANK N.V., LONDON BRANCH (EACH, A "STABILIZING
MANAGER" AND TOGETHER, THE "STABILIZING MANAGERS") (OR ANY PERSON ACTING
ON BEHALF OF THE STABILIZING MANAGERS) MAY OVER-ALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION
MAY NOT NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFERING
IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60 DAYS AFTER THE DATE OF
ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE STABILIZING MANAGERS (OR ANY PERSON ACTING ON BEHALF
THEREOF) IN ACCORDANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES.
NOTICE TO U.S. INVESTORS
This offering is being made in the United States in reliance upon an exemption from registration under
the U.S. Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and agreements. See
"Notice to investors."
This Offering Memorandum is being provided (1) to a limited number of U.S. investors that we
reasonably believe to be QIBs under Rule 144A under the U.S. Securities Act for informational use solely in
connection with their consideration of the purchase of the Notes and (2) to investors outside the United States
pursuant to offshore transactions complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities
Act. The Notes described in this Offering Memorandum have not been registered with, recommended by or
approved by the SEC, any state securities commission in the United States or any other securities commission or
regulatory authority, nor has the SEC, any state securities commission in the United States or any such securities
commission or authority passed upon the accuracy or adequacy of this Offering Memorandum. Any representation
to the contrary is a criminal offense.
NOTICE TO CERTAIN OTHER INVESTORS
British Virgin Islands This Offering Memorandum has not been, and will not be, registered under any
laws or regulations of the British Virgin Islands, nor has any regulatory authority in the British Virgin Islands
passed comment upon or approved the accuracy or adequacy of it. This Offering Memorandum does not constitute
an offer or invitation (whether direct or indirect) to any person in the British Virgin Islands to purchase or
subscribe for any Notes and no person in the British Virgin Islands may purchase or subscribe for any Notes.
Canada
Resale Restrictions
The distribution of Notes in Canada is being made only in the provinces of Ontario, Quebec, Alberta and
British Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus
with the securities regulatory authorities in each province where trades of these securities are made. Any resale of
iii

the Notes in Canada must be made under applicable securities laws which may vary depending on the relevant
jurisdiction, and which may require resales to be made under available statutory exemptions or under a
discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are
advised to seek legal advice prior to any resale of the securities.
Representations of Canadian Purchasers
By purchasing Notes in Canada and accepting delivery of a purchase confirmation, a purchaser is
representing to us and the dealer from whom the purchase confirmation is received that:

the purchaser is entitled under applicable provincial securities laws to purchase the Notes
without the benefit of a prospectus qualified under those securities laws as it is an "accredited
investor" as defined under National Instrument 45-106--Prospectus Exemptions or
Section 73.3(1) of the Securities Act (Ontario), as applicable;

the purchaser is a "permitted client" as defined in National Instrument 31-103--Registration
Requirements, Exemptions and Ongoing Registrant Obligations;

where required by law, the purchaser is purchasing as principal and not as agent; and

the purchaser has reviewed the text above under "--Resale Restrictions."
Conflicts of Interest
Canadian purchasers are hereby notified that the Initial Purchasers are relying on the exemption set out
in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105--Underwriting Conflicts from having to
provide certain conflict of interest disclosure in this document.
Statutory Rights of Action
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if the offering memorandum (including any amendment thereto) such as this document
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
of these securities in Canada should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Enforcement of Legal Rights
All of our directors and officers as well as the experts named herein may be located outside of Canada
and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon
us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside
of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or
to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
Taxation and Eligibility for Investment
Canadian purchasers of Notes should consult their own legal and tax advisors with respect to the tax
consequences of an investment in the Notes in their particular circumstances and about the eligibility of the Notes
for investment by the purchaser under relevant Canadian legislation.
Denmark This Offering Memorandum has not been filed with or approved by any authority in the
Kingdom of Denmark. The Notes have not been offered or sold and may not be offered, sold or delivered directly
or indirectly in the Kingdom of Denmark, unless in compliance with the Danish Action Trading in Securities
(Consolidated Act No. 795 of August 20, 2009, as amended from time to time) and any orders issued thereunder.
Finland This Offering Memorandum is not a prospectus and has not been prepared in accordance with
the prospectus requirements provided for in the Finnish Securities Markets Act (in Finnish:
Arvopaperimarkkinalaki) nor any other Finnish act or statute. Neither the Finnish Financial Supervisory Authority
(in Finnish: Finanssivalvonta) nor any other Finnish public body has examined, approved or registered this
Offering Memorandum or will examine, approve or register this Offering Memorandum. Accordingly, this
Offering Memorandum may not be made available, nor may the Notes otherwise be marketed or offered for sale
iv

or subscription, in Finland other than in circumstances that are deemed not to be an offer to the public under the
Finnish Securities Markets Act. Any offer or sale of the Notes in Finland must be made pursuant to a private
placement exemption under the Prospectus Regulation, as implemented in the Finnish Securities Markets Act and
any regulation made thereunder, as supplemented and amended from time to time.
France This Offering Memorandum has not been prepared in the context of a public offering in France
within the meaning of Article L. 411-1 of the Code Monétaire et Financier and has not been admitted to the
clearance procedure of the Autorité des marchés financiers (the French financial markets authority, or "AMF").
Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France and neither this
Offering Memorandum nor any other offering material may be distributed or caused to be distributed, directly or
indirectly, to the public in France. Such offers, sales and distributions will only be made in France to providers of
investment services relating to portfolio management for the account of third parties (personnes fournissant le
service d'investissement de gestion de portefeuille pour le compte de tiers) and/or to qualified investors
(investisseurs qualifiés) and/or to a limited circle of investors (cercle restreint d'investisseurs) each acting for
their own accounts, as defined in and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1 to 411-4 of the
Code Monétaire et Financier.
Prospective investors are informed that:
(1)
this Offering Memorandum has not been and will not be submitted for clearance to the AMF;
(2)
in compliance with Articles L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French
Code Monétaire et Financier, any investors subscribing for the Notes should be acting for their
own account; and
(3)
the direct and indirect distribution or sale to the public of the Notes acquired by them may only
be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3
of the French Code Monétaire et Financier.
Hong Kong The Notes may not be offered or sold in Hong Kong by means of any document other than
to (1) "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong
Kong and any rules made thereunder, or (2) in circumstances which do not result in the document being a
"prospectus" as defined in the Companies Ordinance (Cap. 32) of the laws of Hong Kong or which do not
constitute an offer to the public within the meaning of that Ordinance. No invitation, advertisement or document
relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in each
case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed
or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other
than with respect to the Notes which are intended to be disposed of only to persons outside Hong Kong or only to
"professional investors," as defined under the Securities and Futures Ordinance (Cap. 571) of the laws of Hong
Kong and any rules made thereunder.
Italy This offering of Notes has not been cleared by the Commissione Nazionale per le Società e la
Borsa ("CONSOB") (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and,
accordingly, the Notes may not be offered, sold or delivered, nor may copies of this Offering Memorandum or of
any other document relating to the Notes be distributed, in the Republic of Italy, except:
(1)
to qualified investors (investitori qualificati), as defined in Article 26, paragraph 1, letter d) of
CONSOB Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries
Regulation"), pursuant to Article 100, paragraph 1, letter a) of the Italian Legislative Decree
No. 58 of February 24, 1998, as amended (the "Consolidated Financial Act") and
Article 34-ter, paragraph 1, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the "Issuers Regulation"); or
(2)
in any other circumstances where an express exemption from compliance with the restrictions
on offers to the public applies, including, without limitation, as provided under Article 100 of
the Consolidated Financial Act and Article 34-ter of the Issuers Regulation.
Any offer, sale or delivery of the Notes or distribution of copies of this Offering Memorandum or any
other document relating to the Notes in the Republic of Italy under (i) or (ii) above must be effected in accordance
with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, made
by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy
v

in accordance with the Consolidated Financial Act, the Issuers Regulation, the Intermediaries Regulation and the
Italian Legislative Decree No. 385 of September 1, 1993, as amended.
This Offering Memorandum, any other document relating to the Notes, and the information contained
therein are intended only for the use of its recipient and, unless in circumstances which are exempted from the
rules governing offers of securities to the public pursuant to Article 100 of the Consolidated Financial Act and
Article 34-ter of the Issuers Regulation, are not to be distributed, for any reason, to any third party resident or
located in the Republic of Italy. No person resident or located in the Republic of Italy other than the original
recipients of this Offering Memorandum may rely on it or its content.
Norway This Offering Memorandum has not been and will not be filed with or approved by the
Norwegian Financial Supervisory Authority, the Oslo Stock Exchange or any other regulatory authority in
Norway. The Notes have not been offered or sold and may not be offered, sold or delivered, directly or indirectly,
in Norway, unless in compliance with Chapter 7 of the Norwegian Securities Trading Act 2007 and secondary
regulations issued pursuant thereto, as amended from time to time (the "Securities Trading Act"). Accordingly,
this Offering Memorandum may not be made available nor may the Notes otherwise be marketed and offered for
sale in Norway other than in circumstances that are deemed not to be a marketing of an offer to the public in
Norway in accordance with the Securities Trading Act.
Singapore This Offering Memorandum has not been and will not be registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, and if the Company has not notified the initial purchasers on the
classification of the notes under and pursuant to Section 309(B)(1) of the Securities and Futures Act, Chapter 289
Singapore, this Offering Memorandum or any document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be
offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to any person in Singapore other than (i) to an institutional investor (as defined in the Securities and Futures Act,
Chapter 289 of Singapore (the "Securities and Futures Act")) pursuant to Section 274 of the Securities and
Futures Act, (ii) to a relevant person (as defined in Section 275(2) of the Securities and Futures Act) pursuant to
Section 275(1) of the Securities and Futures Act, or any person pursuant to Section 275(1A) of the Securities and
Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
Securities and Futures Act.
Where the Securities are subscribed or purchased under Section 275 of the Securities and Futures Act by
a relevant person which is:

a corporation (which is not an accredited investor (as defined in the Securities and Futures Act))
the sole business of which is to hold investments and the entire share capital of which is owned
by one or more individuals, each of whom is an accredited investor; or

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each as defined in Section 2(1) of the
Securities and Futures Act) of that corporation or the beneficiaries' rights and interest
(howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Securities pursuant to an offer made under Section 275
of the Securities and Futures Act except:

to an institutional investor or to a relevant person, or to any person arising from an
offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and
Futures Act;

where no consideration is or will be given for the transfer;

where the transfer is by operation of law;

as specified in Section 276(7) of the Securities and Futures Act; or
vi

as specified in Regulation 37A of the Securities and Futures (Offers of Investments)
(Securities and Securities-based Derivatives Contracts) Regulations 2018 of
Singapore.
Any reference to the Securities and Futures Act is a reference to the Securities and Futures Act,
Chapter 289 of Singapore and a reference to any term as defined in the Securities and Futures Act or any provision
in the Securities and Futures Act is a reference to that term as modified or amended from time to time including
by such of its subsidiary legislation as may be applicable at the relevant time.
Singapore Securities and Futures Act Product Classification: solely for the purposes of its obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the
"SFA"), the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the
SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Sweden This Offering Memorandum has not been and will not be registered with the Swedish Financial
Supervisory Authority (Sw. Finansinspektionen). Accordingly, this Offering Memorandum may not be made
available, nor may the Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances
that are deemed not to be an offer to the public under the Swedish Financial Instruments Trading Act (Sw. lag
(1991:980) om handel med finansiella instrument).
Switzerland The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or
from Switzerland and will not be listed on the SIX Swiss Exchange or any other exchange or regulated trading
facility in Switzerland. Neither this Offering Memorandum nor any other offering or marketing material relating
to the Notes constitutes (i) a prospectus as such term is understood pursuant to Article 652a or 1156 of the Swiss
Code of Obligations or (ii) a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange
or any other regulated trading facility in Switzerland, and neither this Offering Memorandum nor any other
marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in
Switzerland. In addition, this Offering Memorandum nor any other offering or marketing material relating to the
Notes may not comply with the Directive for Notes of Foreign Borrowers of the Swiss Bankers Association. The
Notes are being offered in Switzerland by way of private placement, without any public advertisement and only
to investors who do not purchase the Notes with the intention to distribute them to the public. The investors will
be individually approached directly from time to time. This Offering Memorandum, as well as any other offering
or marketing material relating to the Notes, is personal and confidential and does not constitute an offer to any
other person. This Offering Memorandum, as well as any other offering or marketing material relating to the
Notes, may only be used by those investors to whom it has been handed out in connection with the Offering and
may neither directly nor indirectly be distributed or made available to other persons without the relevant issuer's
express consent.
United Kingdom This Offering Memorandum is directed only at persons ("Relevant Persons") who
(i) fall within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, (ii) fall within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended or (iii) are persons to whom an invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of
any Notes may otherwise lawfully be communicated or caused to be communicated.
This Offering Memorandum must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this Offering Memorandum relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. Recipients of this Offering Memorandum are not
permitted to transmit it to any other person. The Notes are not being offered to the public in the United Kingdom.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH
YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN
INVESTMENT IN THE NOTES.
vii

Professional Investors and ECPs Only Target Market
Solely for the purposes of the product approval process of the manufacturers, the target market
assessment in respect of the Notes described in this Offering Memorandum has led to the conclusion that: (i) the
target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II;
and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in the Prospectus Regulation. Consequently no key information document required by the PRIIPs Regulation for
offering or selling the Notes described in this Offering Memorandum or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
viii

FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes statements that are, or may be deemed to be, "forward-looking
statements," within the meaning of the securities laws of certain jurisdictions, including statements under the
headings "Presentation of industry and market data," "Summary," "Risk factors," "Management's discussion and
analysis of financial condition and results of operations," "Our business" and other sections and in the quarterly
and annual financial statements incorporated by reference into the Offering Memorandum. These forward-looking
statements can be identified by the use of forward-looking terminology, including the terms "anticipate," "expect,"
"suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may,"
"will," "forecast," and other similar expressions or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not historical facts. They appear in a
number of places throughout this Offering Memorandum and include statements regarding our intentions, beliefs
or current expectations concerning, among other things, our results of operations, financial condition, liquidity,
prospects, growth, strategies and the industry in which we operate.
We caution you that forward-looking statements are not guarantees of future performance and that our
actual results of operations, financial condition and liquidity, and the development of the industry in which we
operate may differ materially from those made, described in or suggested by the forward-looking statements
contained in this Offering Memorandum. In addition, even if our results of operations, financial condition and
liquidity, and the development of the industry in which we operate are consistent with the forward-looking
statements contained in this Offering Memorandum, those results or developments may not be indicative of results
or developments in subsequent periods.
Any forward-looking statements that we make in this Offering Memorandum speak only as of the date
of such statement, and we undertake no obligation and do not intend to update such statements. Comparisons of
results for current and any prior periods are not intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as historical data.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future and may not be within our control. We
believe that these risks and uncertainties include, but are not limited to, those described in the "Risk factors"
section of this Offering Memorandum, including:

the level of oil and gas prices and market expectations of these;

changes in general economic, market and business conditions in North America, Western
Europe and worldwide;

our ability to find, acquire, develop and produce oil and gas reserves that are economically
recoverable;

drilling, exploration, development and production risks and hazards, including, but not limited
to, risks of delays in drilling and additional costs as a result of historically extreme weather;

the competitiveness of our industry;

changes in tax regulations for the petroleum industry;

the concentration of our production in a small number of fields on the NCS;

our ability to successfully integrate and realize the benefits of acquisitions;

unexpected shutdowns of the Alvheim FPSO, Skarv FPSO or other installations;

material variations in our NGL (as defined herein) and gas production levels relative to our
initial estimates;

significant uncertainty as to the success of exploration, appraisal and development drilling and
related activities;

the success of our capital expenditure programs and our ability to secure financing for our
capital expenditure programs and other expenditures;
ix