Equinor : Agency agreement 2024

AMENDED AND RESTATED AGENCY AGREEMENT

30 APRIL 2024

EQUINOR ASA

as Issuer

and

EQUINOR ENERGY AS

as Guarantor

THE BANK OF NEW YORK MELLON, LONDON BRANCH

as Agent

and

THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH

as Paying Agent

in respect of a

€20,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

Allen & Overy LLP

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	CONTENTS
Clause		Page
1.	Definitions and Interpretation	4
2.	Appointment of Agent and Paying Agents	10
3.	Issue of Temporary Global Notes	11
4.	Determination of Exchange Date and Issue of Permanent Global Notes and Definitive Notes	12
5.	Issue of Definitive Notes	12
6.	Terms of Issue	13
7.	Payments	14
8.	Determinations and Notifications in respect of Notes and Interest Determination	15
9.	Notice of any Withholding or Deduction	16
10.	Duties of the Agent in Connection with early Redemption	16
11.	Receipt and Publication of Notices	17
12.	Cancellation of Notes, Coupons and Talons	17
13.	Issue of Replacement Notes, Coupons and Talons	18
14.	Copies of Documents Available for Inspection or Collection	19
15.	Meetings of Noteholders	19
16.	Commissions, Expenses and Review of Fees and Expenses	20
17.	Indemnity	20
18.	Repayment by the Agent	20
19.	Conditions of Appointment	21
20.	Release of the Guarantor	22
21.	Communication between the Parties	22
22.	Changes in Agent and other Paying Agents	22
23.	Merger and Consolidation	24
24.	Notification of Changes to Paying Agents	24
25.	Change of Specified Office	24
26.	Notices and Communication	25
27.	Taxes and Stamp Duties	25
28.	Currency Indemnity	25
29.	Amendments	26
30.	Descriptive Headings	26
31.	Contract (Rights of Third Parties) Act 1999	26
32.	Governing Law and Submission to Jurisdiction	26
33.	Counterparts	27
34.	General	27
35.	EU Contractual Recognition of Bail-in	27

Schedule		Page
1.	Terms and Conditions of the Notes other than VPS Notes	29
2.	Forms of Global and Definitive Notes, Coupons and Talons	78
	Part 1	Form of Temporary Global Note	78
	Part 2	Form of Permanent Global Note	86
	Part 3	Form of Definitive Note	94
	Part 4	Form of Coupon	97
	Part 5	Form of Talon	98
3.	Form of Deed of Covenant	100
4.	Provisions for Meetings of Noteholders	103
5.	Form of Put Notice	109
6.	Form of Deed Poll	111
7.	Form of Issuer - ICSDs Agreement	117
8.	Additional Duties of the Agent	121
Signatories	122
Appendix
1.	Form of Calculation Agency Agreement	124

AMENDED AND RESTATED AGENCY AGREEMENT

in respect of a

€20,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

THIS AGREEMENT is made on 30 April 2024

BETWEEN:

1. EQUINOR ASA of Forusbeen 50, N-4035 Stavanger, Norway in its capacity as an issuer of Notes under the Programme (the Issuer);
2. EQUINOR ENERGY AS of Forusbeen 50, N-4035 Stavanger, Norway (the Guarantor);
3. THE BANK OF NEW YORK MELLON, LONDON BRANCH of 160 Queen Victoria Street, London EC4V 4LA, United Kingdom (the Agent, which expression shall include any successor agent appointed in accordance with clause 22); and
4. THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH of Vertigo Building - Polaris, 2-4rue, Eugène Ruppert, L-2453Luxembourg (together with the Agent, the Paying Agents, which expression shall include any additional or successor paying agent appointed in accordance with clause 22 and Paying Agent shall mean any of the Paying Agents).

WHEREAS:

1. The parties hereto entered into an amended and restated Agency Agreement (the Previous Agency Agreement) dated 11 May 2023 in respect of a €20,000,000,000 Euro Medium Term Note Programme (the Programme).
2. The parties hereto wish to make certain modifications to the Previous Agency Agreement.
3. The Issuer and the Guarantor have entered into an amended and restated programme agreement (as modified and/or restated and/or supplemented from time to time, the Programme Agreement) dated 30 April 2024 with the Dealers named therein pursuant to which the Issuer may issue Euro Medium Term Notes (the Notes) in an aggregate nominal amount of up to €20,000,000,000 (or its equivalent in other currencies) under the Programme.
4. Each issue of Notes (other than VPS Notes) will be initially represented by a temporary global Note exchangeable in whole or in part for definitive Notes or for a permanent global Note which will be exchangeable as described therein for definitive Notes.

IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Terms and expressions defined in the Programme Agreement or the Notes or used in the applicable Final Terms shall have the same meanings in this Agreement, except where the context requires otherwise or unless otherwise stated.

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1.2 Without prejudice to the foregoing:

Authorised Person means any person who is designated in writing by the Issuer from time to time to give Instructions to the Agent under the terms of this Agreement;

CGN means a Temporary Global Note in the form set out in Part 1 of Schedule 2 or a Permanent Global Note in the form set out in Part 2 of Schedule 2, in either case where the applicable Final Terms specify that the Notes are not in New Global Note form;

Clearstream, Luxembourg means Clearstream Banking S.A.; Code means the U.S. Internal Revenue Code of 1986, as amended;

Conditions means, in relation to the Notes of any Series, the terms and conditions endorsed on or incorporated by reference into the Note or Notes constituting such Series, such terms and conditions being in or substantially in the form set out in Schedule 1 or in such other form, having regard to the terms of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer as completed by the Final Terms applicable to the Notes of the relevant Series;

Coupon means an interest coupon appertaining to a Definitive Note (other than a Zero Coupon Note), such coupon being:

1. if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in Part 4A of Schedule 2 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer; or
2. if appertaining to a Floating Rate Note, in the form or substantially in the form set out in Part 4B of Schedule 2 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer; or
3. if appertaining to a Definitive Note which is neither a Fixed Rate Note nor a Floating Rate Note, in such form as may be agreed between the Issuer, the Agent and the relevant Dealer,

and includes, where applicable, the Talon(s) appertaining thereto and any replacements for Coupons and Talons issued pursuant to Condition 9;

Couponholders means the several persons who are for the time being holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons;

Deed of Covenant means the deed of covenant, as modified and/or restated and/or supplemented from time to time, dated 13 May 2020, substantially in the form set out in Schedule 3, executed as a deed by the Issuer in favour of certain accountholders with Euroclear and Clearstream, Luxembourg;

Deed Poll means any Deed Poll as defined in Condition 14 the form of which is set out in Schedule 6 hereto;

Definitive Note means a definitive Note issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of the Programme Agreement or any other agreement between the Issuer and the relevant Dealer in exchange for a Global Note (all as indicated in the applicable Final Terms), such definitive Note being in the form or substantially in the form set out in Part 3 of Schedule 2 with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant Dealer and having the Conditions endorsed thereon or, if permitted by the relevant authority

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or authorities, incorporating the Conditions by reference and having the applicable Final Terms (or the relevant provisions thereof) either endorsed thereon or attached thereto and (except in the case of a Zero Coupon Note) having Coupons and, where appropriate, Talons attached thereto on issue;

Distribution Compliance Period has the meaning given to such term in Regulation S under the Securities Act;

Electronic Means means the following communications methods: (i) non-secure methods of transmission or communication such as email and (ii) secure electronic transmission containing applicable authorisation codes, passwords and/or authentication keys issued by the Paying Agents, or another method or system specified by the Paying Agents as available for use in connection with its services hereunder;

Euroclear means Euroclear Bank SA/NV;

Eurosystem-eligibleNGN means an NGN which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms;

FATCA Withholding means any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement);

Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable in arrear on a fixed date or dates in each year and on redemption or on such other dates as may be agreed between the Issuer and the relevant Dealer (as indicated in the applicable Final Terms);

Floating Rate Note means a Note on which interest is calculated at a floating rate payable in respect of such period or on such date(s) as may be agreed between the Issuer and the relevant Dealer (as indicated in the applicable Final Terms);

Global Note means a Temporary Global Note and/or a Permanent Global Note, as applicable;

Grandfathering Date means the date that is six months after the date on which final regulations defining the term "foreign passthru payment" are published in the U.S. Federal Register;

Guarantee means the Deed of Guarantee, as modified and/or restated and/or supplemented from time to time, executed by the Guarantor on 13 May 2020 in respect of the Programme;

Instructions means any written notices, directions or instructions received by the Agent from an Authorised Person or from a person reasonably believed by the Agent to be an Authorised Person;

Interest Commencement Date means, in the case of interest-bearing Notes, the date specified in the applicable Final Terms from (and including) which such Notes bear interest, which may or may not be the Issue Date;

Issue Date means the date of issue and purchase of a Note, in each case pursuant to and in accordance with the Programme Agreement or any other agreement between the Issuer and the relevant Dealer, being in the case of any Permanent Global Note or Definitive Note, the same date as the date of issue of the Temporary Global Note which initially represented such Note;

Issue Price means the price, generally expressed as a percentage of the nominal amount of the Notes, at which the Notes will be issued;

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Maturity Date means, in relation to a Note, the date on which it is expressed to be redeemable;

NGN means a Temporary Global Note in the form set out in Part 1 of Schedule 2 or a Permanent Global Note in the form set out in Part 2 of Schedule 2, in either case where the applicable Final Terms specify that the Notes are in New Global Note form;

Note means a note denominated in Australian Dollars, Canadian Dollars, Danish Kroner, Euro, Hong Kong Dollars, Japanese Yen, New Zealand Dollars, Norwegian Kroner, South African Rand, Sterling, Swedish Kronor, Swiss Francs, U.S. Dollars or such other currency or currencies as may be agreed between the Issuer and the relevant Dealer issued or to be issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer and which shall initially be represented by, and comprised in, a Temporary Global Note which may (in accordance with the terms of such Temporary Global Note) be exchanged for either Definitive Notes or a Permanent Global Note which Permanent Global Note may (in accordance with the terms of such Permanent Global Note) in turn be exchanged for Definitive Notes (all as indicated in the applicable Final Terms) and includes any replacements for a Note issued pursuant to Condition 9;

Noteholders means the several persons who are for the time being holders of the Notes save that, in respect of the Notes of any Series, for so long as such Notes or any part thereof are represented by a Global Note held on behalf of Euroclear and/or of Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of the Notes of such Series (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder, holder of Notes and related expressions shall be construed accordingly;

outstanding means, in relation to the Notes of any Series, all the Notes issued other than (a) those which have been redeemed in full in accordance with the Conditions, (b) those in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys wherefor (including all interest (if any) accrued thereon to the date for such redemption and any interest (if any) payable under the Conditions after such date) have been duly paid to the Agent as provided herein (and, where appropriate, notice has been given to the Noteholders of the relevant Series in accordance with Condition 12) and remain available for payment of the relevant Notes and/or Coupons, (c) those which have become void under the Conditions, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes pursuant to the Conditions, (f) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued pursuant to the Conditions, (g) Temporary Global Notes to the extent that they shall have been duly exchanged for Permanent Global Notes and/or Definitive Notes and Permanent Global Notes to the extent that they shall have been duly exchanged for Definitive Notes, in each case pursuant to their respective provisions and (h) Temporary Global Notes and Permanent Global Notes which have become void in accordance with their terms (provided that at the Relevant Time (as defined in the Deed of Covenant) the Underlying Notes (as defined in the Deed of Covenant) will be deemed to be still outstanding) and,

PROVIDED THAT for each of the following purposes, namely:

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1. the right to attend and vote at any meeting of the Noteholders or any of them, passing an Extraordinary Resolution (as defined in Schedule 4) in writing or an Extraordinary Resolution by way of electronic consents given through the relevant clearing systems as envisaged by Schedule 4; and
2. the determination of how many and which Notes are for the time being outstanding for the purposes of paragraphs 2, 5 and 6 of Schedule 4 hereto,

those Notes (if any) which are for the time being held by any person (including but not limited to the Issuer or any of its Subsidiaries) for the benefit of the Issuer or any of its Subsidiaries shall (unless and until ceasing to be so held) be deemed not to be outstanding;

Participating FFI means a "participating FFI" as defined in US Treasury Regulations Section 1.1471-1(b)(91) (or any successor provision) or any other entity whose payments are subject to FATCA Withholding;

Permanent Global Note means a global note in the form or substantially in the form set out in Part 2 of Schedule 2 together with the copy of the applicable Final Terms attached thereto with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant Dealer, comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer in exchange for the whole or part of any Temporary Global Note issued in respect of such Notes;

Put Notice means a notice in the form set out in Schedule 5;

Series means a Tranche of the Notes together with any further Tranche or Tranches of the Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices and the expressions Notes of the relevant Series and holders of Notes of the relevant Series and related expressions shall be construed accordingly;

Talons means the talons (if any) appertaining to, and exchangeable in accordance with the provisions therein contained for further Coupons appertaining to, a Definitive Note (other than a Zero Coupon Note), such talons being in the form or substantially in the form set out in Part 5 of Schedule 2 or in such other form as may be agreed between the Issuer, the Agent and the relevant Dealer and includes any replacements for Talons issued pursuant to Condition 9;

Temporary Global Note means a global note in the form or substantially in the form set out in Part 1 of Schedule 2 together with the copy of the applicable Final Terms attached thereto with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant Dealer, comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer;

Tranche means all Notes with the same Issue Date and subject to the same Final Terms; and

Zero Coupon Note means a Note on which no interest is payable.

1.3 (a) Words denoting the singular number only shall include the plural number also and vice versa;

1. words denoting one gender only shall include the other gender; and
2. words denoting persons only shall include firms and corporations and vice versa.

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1. All references in this Agreement to costs or charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof to the extent not recoverable as an input.
2. All references in the Agreement to "the Guarantor" shall be deemed to be deleted in relation to Notes that do not have the benefit of the Guarantee.
3. For the purposes of this Agreement, the Notes of each Series shall form a separate series of Notes and the provisions of this Agreement shall apply mutatis mutandis separately and independently to the Notes of each Series and in this Agreement the expressions Notes, Noteholders, Coupons, Couponholders and Talons shall be construed accordingly.
4. All references in this Agreement to principal and/or interest or both in respect of the Notes or to any moneys payable by the Issuer under this Agreement shall have the meaning set out in Condition 4(f).
5. All references in this Agreement to the relevant currency shall be construed as references to the currency in which the relevant Notes and/or Coupons are denominated.
6. In this Agreement, clause headings are inserted for convenience and ease of reference only and shall not affect the interpretation of this Agreement. All references in this Agreement to the provisions of any statute shall be deemed to be references to that statute as from time to time modified, extended, amended or re-enacted or to any statutory instrument, order or regulation made thereunder or under such re-enactment.
7. All references in this Agreement to an agreement, instrument or other document (including, without limitation, this Agreement, the Programme Agreement, the Deed of Covenant, the Guarantee, the Procedures Memorandum, the Notes and any Conditions appertaining thereto) shall be construed as a reference to that agreement, instrument or document as the same may be amended, modified, varied or supplemented from time to time.
8. Any references herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearance system approved by the Issuer and the Agent or as otherwise specified in Part B of the applied Final Terms.
9. All references to the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customer's interest in the Notes.
10. As used herein, in relation to any Notes which are to have a "listing" or be "listed" (i) on the London Stock Exchange, listing and listed shall be construed to mean that such Notes have been admitted to the Official List and admitted to trading on the London Stock Exchange's main market and (ii) on any European Economic Area Stock Exchange, listing and listed shall be construed to mean that that Notes have been admitted to trading on a market within that jurisdiction which is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU, as amended).
11. This Agreement does not apply to the VPS Notes.
12. With effect from the date hereof, the provisions of the Previous Agency Agreement shall be amended and restated and shall take effect in the form set out in this Agency Agreement and all references to the Agency Agreement, this Agency Agreement, this Agreement, hereof, hereunder and expressions of similar import in this Agency Agreement shall be construed as references to the Previous Agency Agreement as so amended and restated. Any Notes issued on or after the date hereof shall be issued pursuant to this Agency Agreement. This does not affect any Notes issued prior to the date of this Agreement.

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2. APPOINTMENT OF AGENT AND PAYING AGENTS

1. The Agent is hereby appointed, and the Agent hereby agrees to act as issuing and paying agent of the Issuer and the Guarantor upon the terms and subject to the conditions set out below, for the purposes of, inter alia:
2. 1. completing, authenticating and delivering Global Notes and (if required) completing, authenticating and delivering Definitive Notes;
   2. giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN;
   3. exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs;
   4. exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs;
   5. paying sums due on Global Notes and Definitive Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs;
   6. exchanging Talons for Coupons in accordance with the Conditions;
   7. arranging on behalf of the Issuer or, as the case may be, the Guarantor, for notices to be communicated to the Noteholders;
   8. ensuring that all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme;
   9. subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require;
   10. acting as Calculation Agent in respect of Notes where named as such in the relevant Final Terms; and
   11. performing all other obligations and duties imposed upon it by the Conditions and this Agreement.
3. Each Paying Agent is hereby appointed as paying agent of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The obligations of the Paying Agents under this Agreement shall be several and not joint.

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