Bond Equinox 4.27% ( NO0010689615 ) in NOK

Equinox

100 % ⇌

Norway

NO0010689615 ( in NOK )

4.27% per year ( payment 1 time a year)

16/09/2033

Prospectus brochure of the bond Equinor NO0010689615 en NOK 4.27%, maturity 16/09/2033

1 000 000 NOK

1 000 000 000 NOK

16/09/2026 ( In 325 days )

Equinor is an international energy company headquartered in Norway, engaged in exploration and production of oil and gas, renewable energy, and low-carbon solutions.

Equinor issued a NOK 1,000,000,000 bond (ISIN: NO0010689615) maturing September 16, 2033, with a 4.27% coupon rate, minimum lot size of NOK 1,000,000, currently trading at 100% of par value in the Norwegian market (NOK).

Statoil ASA

Prospectus

Securities Note

for

4.27 per cent Statoil ASA Senior Unsecured Bond Issue 2013/2033

Stavanger, 31 March 2014

Dealer:

Securit ies Not e 4.27 per cent St at oil ASA Senior Unsecured Bond I ssue 2013/ 2033

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Important information*

The Securities Note has been prepared in connection with listing of the securities on the Oslo Børs. The Norwegian FSA
("Finanstilsynet") has controlled and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities
Trading Act. Finanstilsynet has not controlled and approved the accuracy or completeness of the information given in the
Securities Note. The control and approval performed by the Norwegian FSA relates solely to descriptions included by the
Company according to a pre-defined list of content requirements. Finanstilsynet has not undertaken any form of control
or approval of corporate matters described in or otherwise covered by the Securities Note.

New information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has
been made public, but prior to the expiry of the subscription period. Such information will be published as a supplement
to the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the
publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct
on a given date after the date on the Securities Note, or that the business activities of the Borrower or its subsidiaries
may not have been changed.

Only the Borrower and the Dealer are entitled to procure information about conditions described in the Securities Note.
Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on.

Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the
Securities Note, Norwegian law will apply.

In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of
America or in the United Kingdom. Verification and approval of the Securities Note by Norwegian FSA implies that the
Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the
Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are required by
the Borrower and the Dealer to obtain information on and comply with such restrictions.

This Securities Note is not an offer to sell or a request to buy bonds.

The Securities Note together with the Registration Document dated 31 March 2014 constitutes the Prospectus.

The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek their
own independent legal, financial and/or tax advice.

Contact the Borrower or the Dealer to receive copies of the Securities Note.

*The capitalised words in the section "Important Information" are defined in Chapter 3: "Detailed information about the
securities".

Factors which are material for the purpose of assessing the market risks associated with the bond

The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the
suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and
risks of investing in the Bonds and the information contained or incorporated by reference in this Securities
Note and/or Registration Document or any applicable supplement;

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment
portfolio;

(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including where the currency for principal or interest payments is different from the potential investor's
currency;

(iv)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets;
and

(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
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Index:

1 Risk Fact ors ............................................................................................................................ 4
2 Persons Responsible ................................................................................................................ 5
3 Det ailed inform at ion about t he secur it ies .................................................................................... 6
4 Addit ional I nform at ion ......................................................................................................... 10
5 Appendix: Bond Agreem ent .................................................................................................. 11
6 Appendix: Guarant ee .......................................................................................................... 12

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1 Risk Factors

Investing in bonds issued by Statoil ASA involves inherent risks. Prospective investors should consider, among other
things, the risk factors set out in the Prospectus, including those set out in the Registration Document, before making an
investment decision. The risks and uncertainties described in the Prospectus, including those set out in the Registration
Document, are risks of which Statoil ASA is aware and that Statoil ASA considers to be material to its business. If any of
these risks were to occur, Statoil ASA's business, financial position, operating results or cash flows could be materially
adversely affected, and Statoil ASA could be unable to pay interest, principal or other amounts on or in connection with
the bonds. Prospective investors should also read the detailed information set out in the Registration Document dated
31 March 2014 and reach their own views prior to making any investment decision.

Risk related to the market in general

All investments in interest bearing securities have risk associated with such investment. The risk is related to the general
volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors.
There are four main risk factors that sum up the investors total risk exposure when investing in interest bearing
securities: liquidity risk, interest rate risk, settlement risk and market risk (both in general and issuer specific).

Liquidity risk is the risk that a party interested in trading bonds in the Loan cannot do it because nobody in the market
wants to trade the bonds. A lack of demand for the bonds may result in a loss for the bondholder.

Market risk is the risk that the value of the Loan will decrease due to the change in value of the market risk factors. The
price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market
view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of an
underlying positive development in the Issuers business activities, the price of a bond may fall independent of this fact.

The Loan has been established at a fixed rate, and consequently the coupon doesn't vary with changes in interest rate
levels. Investment in bond loans bearing interest at a fixed rate involves the risk that subsequent changes in market
interest rates may adversely affect the value of the Loan.

Settlement risk is the risk that the settlement of bonds in the Loan does not take place as agreed. The settlement risk
consists of the failure to pay or the failure to deliver the bonds.

No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times
depend on the market participants view of the credit quality of the Issuer as well as established and available credit lines.

Risks related to Bonds in general
Set out below is a brief description of certain risks relating to the Bonds generally:
Modification and Waiver
The terms and conditions of the Bonds (see Bond Agreement clause 5) contain provisions for calling meetings of
bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all
bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a
manner contrary to the majority.

The terms and conditions of the Bonds (see Bond Agreement clause 6) also provide that the Trustee may, without the
consent of bondholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed
breach of, any of the provisions of Bonds or (ii) determine without the consent of the bondholders that any event of
default or potential event of default shall not be treated as such.

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2 Persons Responsible
2.1 Persons responsible for the information
Persons responsible for the information given in the Securities Note are:
Statoil ASA, P.O. Box 8500 Forus, N-4035 Stavanger, Norway

2.2 Declaration by persons responsible
Responsibility statement:
Statoil ASA confirms, having taken all reasonable care to ensure that such is the case, that the information contained in
the Prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its
import.

Stavanger, 31 March 2014

Statoil ASA

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3 Detailed information about the securities

ISIN code:
NO 0010689615

The Loan/The Reference Name/The Bonds:
"4.27 per cent Statoil ASA Senior Unsecured Bond Issue
2013/2033".

Borrower/Issuer/Company:
Statoil ASA, registered in the Norwegian Companies Registry
with registration number 923 609 016.

Security Type:
Bond issue with fixed rate.

Borrowing Limit Tap Issue:
NOK
N/A

Borrowing Amount/First Tranche:
NOK
1,000,000,000

Denomination Each Bond:
NOK
1,000,000 - each and among themselves pari
passu ranking.

Securities Form:
The Bonds are electronically registered in book-entry form with
the Securities Depository.

Disbursement/Settlement/Issue Date:
16 September 2013.

Interest Bearing From and Including: Disbursement/Settlement/Issue
Date.

Interest Bearing To:
Maturity.

Maturity: 16
September
2033.

Coupon Rate:
4.27 per cent p.a.

Day Count Fraction - Coupon:
30/360 in arrears.

Business Day Convention:
Unadjusted.
No adjustment will be made, notwithstanding the period end date
occurs on a day that is not a Business Day, and if such date is
not a Business Day, payments of interest will be made on the first
following day that is a Business Day (No Adjustments of
Business Day).

Interest Payment Date:
Each 16 September in each year. The first being 16 September
2014.

#Days first term:
360 days.

Issue Price:
100 % (par value).

Yield:
Dependent on the market price. On 28 March 2014 the yield was
indicated to 3,92 % p.a.

Business Day:
A day on which commercial banks are open for general business
and can settle foreign currency transactions in Oslo and London.

Put Option:
N/A

Call Option:
N/A

Guarantee:
An unconditional and irrevocable on-demand guarantee (in
Norwegian: påkravsgaranti) from the Guarantor in respect of the
Issuer's obligations under the Bond Agreement, including
interest, costs and expenses. The obligations of the Guarantor
under such guarantee will be direct unconditional and subject to
the provisions of unsecured obligations of the Guarantor and will
rank pari passu and (save for certain obligations required to be
preferred by law) equally with all it's other present and future
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unsecured and unsubordinated obligations.

The Guarantee is attached to this Securities Note and is also
available through the Dealer or from the Borrower.

Guarantor:
Statoil Petroleum AS, a limited liability company existing under
the laws of Norway, with company registration number 990 888
213.

Amortisation:
The Bonds will run without installments and be repaid in full at
Maturity at par.

Redemption:
Matured interest and matured principal will be credited each
Bondholder directly from the Securities Registry. Claims for
interest and principal shall be limited in time pursuant the
Norwegian Act relating to the Limitation Period Claims of May 18
1979 no 18, pt. 3 years for interest rates and 10 years for
principal.

Status of the Loan:
The Issuers payment obligations under the Bond Agreement
constitute unsecured and unsubordinated obligations of the
Issuer and shall at all times rank pari passu and without any
preference among themselves (and with the exception of
obligations in respect of national and local taxes and certain
other statutory exceptions and subject as aforesaid) at least
equally with all the Issuer's other present and future unsecured
and unsubordinated obligations.

Undertakings:
During the term of the Loan the Issuer shall (unless the Bond
Trustee or the Bondholders' meeting (as the case may be) in
writing has agreed to otherwise) comply with information
covenants as specified in the Bond Agreement.

Listing:
At Oslo Børs (the "Exchange").
An application for listing will be sent after the Disbursement Date
and as soon as possible after the Prospectus has been approved
by the Norwegian FSA (see Important notice on page 2 for duties
and responsibility of the Norwegian FSA). The Prospectus will be
published in Norway. If the Bonds are listed, the Issuer shall
ensure that the Bonds remain listed until they have been
discharged in full.

Prospectus:
The Securities Note together with the Registration Document
dated 31 March 2014 constitutes the Prospectus.

Purpose:
General financing of the Issuer.

Approvals:
The Bonds were issued in accordance with the Issuer's Board of
Directors approval dated 12/13 June 2013.

The Prospectus will be sent to the Norwegian FSA and Oslo Børs
ASA for control and approval in relation to a listing application of
the Loan.

Bond Agreement:
The Bond Agreement has been entered into between the
Borrower and the Bond Trustee. The Bond Agreement regulates
the Bondholder's rights and obligations in relations with the issue.
The Bond Trustee enters into this agreement on behalf of the
Bondholders and is granted authority to act on behalf of the
Bondholders to the extent provided for in the Bond Agreement.
When Bonds are subscribed / purchased, the Bondholder has
accepted the Bond Agreement and is bound by the terms of the
Bond Agreement.

The Bond Agreement is attached to this Securities Note and is
also available through the Dealer or from the Borrower.

Bondholders' meeting:
At the Bondholders' meeting each Bondholder has one vote for
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each bond he owns.

In order to form a quorum, at least half (1/2) of the votes at the
Bondholders' meeting must be represented. See also Clause
5.3.3 in the Bond Agreement.

Resolutions shall be passed by simple majority of the votes at the
Bondholders' Meeting, unless otherwise set forth in clause 5.3.4
in the Bond Agreement.
In the following matters, a majority of at least 2/3 of the votes is
required:
a) amendment of the terms of the Bond Agreement
regarding the interest rate, the tenor, redemption
price and other terms and conditions affecting the
cash flow of the Bonds;
b) transfer of rights and obligations of the Bond
Agreement to another issuer, or
c) change of Bond Trustee.

(For more details, see also Bond Agreement clause 5)

Availability of the Documentation:
www.statoil.com

Bond Trustee:
Norsk Tillitsmann ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway.

The Bond Trustee shall monitor the compliance by the Issuer of
its obligations under the Bond Agreement and applicable laws
and regulations which are relevant to the terms of the Bond
Agreement, including supervision of timely and correct payment
of principal or interest, inform the Bondholders, the Paying Agent
and the Exchange of relevant information which is obtained and
received in its capacity as Bond Trustee (however, this shall not
restrict the Bond Trustee from discussing matters of
confidentiality with the Issuer), arrange Bondholders' meetings,
and make the decisions and implement the measures resolved
pursuant to the Bond Agreement. The Bond Trustee is not
obligated to assess the Issuer's financial situation beyond what is
directly set forth in the Bond Agreement.

(For more details, see also Bond Agreement clause 6)

Dealer:
DNB Bank ASA, DNB Markets, Dronning Eufemias gt 30, N-0191
Oslo, Norway

Paying Agent:
DNB Bank ASA, Verdipapirservice, Dronning Eufemias gt 30, N-
0191 Oslo, Norway.

The Paying Agent is in charge of keeping the records in the
Securities Depository.

Securities Depository:
The Securities depository in which the Loan is registered, in
accordance with the Norwegian Act of 2002 no. 64 regarding
Securities depository.

On Disbursement Date the Securities Depository is
Verdipapirregisteret ("VPS"), Postboks 4, N-0051 Oslo, Norway.

Eligible purchasers:
The Bonds are not being offered to and may not be purchased by
investors located in the United States except for "Qualified
Institutional Buyers" (QIBs) within the meaning of Rule 144A
under the U.S. Securities Act of 1933, as amended ("Securities
Act"). In addition to the application form that each investor will be
required to execute, each U.S. investor that wishes to purchase
Bonds will be required to execute and deliver to the Issuer a
certification in a form to be provided by the Issuer stating, among
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other things, that the investor is a QIB. The Bonds may not be
purchased by, or for the benefit of, persons resident in Canada.

Restrictions on the free transferability:
The Bonds are freely transferable and may be pledged, subject
to the following:

(i) Bondholders may be subject to purchase or transfer
restrictions with regard to the Bonds, as applicable from
time to time under local laws to which a Bondholder may
be subject (due e.g. to its nationality, its residency, its
registered address, its place(s) for doing business).
Each Bondholder must ensure compliance with local
laws and regulations applicable at own cost and
expense.
(ii) Notwithstanding the above, a Bondholder which has
purchased the Bonds in contradiction to mandatory
restrictions applicable may nevertheless utilize its voting
rights under the Bond Agreement.

Market-Making:
There is no market-making agreement entered into in connection
with the Loan.

Reuters:
Financial information electronically transmitted by the news
agency Reuters Norge AS.

Prospectus and listing fees:
Prospectus fee (NFSA) Securities Note NOK 13,000
Prospectus fee (NFSA) Registration Document NOK 50,000
Listing fee 2014 (Oslo Børs): NOK 33,581
Registration fee (Oslo Børs): NOK 5,175
Compulsory notification in a newspaper (estimated): NOK 7,000

Legislation under which the
Securities have been created:
Norwegian law.

Fees and Expenses:
The Borrower shall pay any stamp duty and other public fees in
connection with the loan. Any public fees or taxes on sales of
Bonds in the secondary market shall be paid by the Bondholders,
unless otherwise decided by law or regulation. The Borrower is
responsible for withholding any withholding tax imposed by
Norwegian law.
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4 Additional Information

The involved persons in Statoil ASA have no interest, nor conflicting interests that are material to the Loan.

Statoil ASA has mandated DNB Bank ASA as Dealer for the issuance of the Loan. The Dealer has acted as advisor to
Statoil ASA in relation to the pricing of the Loan.

Statement from the Dealer:
DNB Bank ASA has assisted the Borrower in preparing the Prospectus. DNB Bank ASA has not verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Dealer
expressly disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this
Prospectus or any other information supplied in connection with bonds issued by Statoil ASA or their distribution. The
statements made in this paragraph are without prejudice to the responsibility of the Borrower. Each person receiving this
Prospectus acknowledges that such person has not relied on the Dealer or on any person affiliated with it in connection
with its investigation of the accuracy of such information or its investment decision.

Oslo, 31 March 2014

DNB Bank ASA

Listing of the Loan:
The Prospectus will be published in Norway. An application for listing at Oslo Børs will be sent as soon as possible after
the Issue Date. Each bond is negotiable.

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