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AGM 2015

May 19, 2015

Olaug Svarva
Chair of the Corporate Assembly, Statoil

Good afternoon. Before we begin the AGM, I'd like to say that if there's a necessity to evacuate today, we have two exits marked in green on my right and my left side. If we do have to evacuate, please follow the security guards, and they will show you where there's a meeting place on the other side, outside of the front entrance on the lawn. Good afternoon, ladies and gentlemen. Welcome to the annual general meeting of Statoil, and welcome also to non-Norwegian participants, those in this room. There are headsets with English translation that are available. For the participants of the webcast, then the meeting will be simultaneously translated to English, so I will continue in Norwegian. My name is Olaug Svarva. I am the Head of the Corporate Assembly and the Nomination Committee at Statoil.

Beside me here at the panel, we have Svein Rennemo, CEO Eldar Sætre, and Hans Henrik Klouman, and Benedikte Bjørn here, who is the Company Secretary. Before we start on today's agenda, I would like to remind all of you to please turn your telephones on silent. Turn off the sound. All of those who are here in attendance and entitled to vote receive ballot slips when they registered. The ballot slips will be used for any written ballots. It's also been possible to vote electronically for a period of time prior to the AGM. Those who are attending the AGM today and have already voted electronically need not vote again. In the event of any written ballots, the counts will take place in an adjacent room under the supervision of representatives of the independent auditor, KPMG.

Later, if anyone would like the floor during the general meeting, please give a signal, and we'll follow that up, and then come up and introduce yourself by name. Shareholders may grant the right to speak on their behalf to one advisor. Those who would like the floor will be asked to go up to the rostrum, and this is necessary for technical reasons. This is because we have a direct webcast of the general meeting. Those who would like to take the floor will have a time limit of three minutes to state their case, and this kind of a time limit is necessary to ensure that all shareholders who would like to participate have an opportunity to be heard.

To facilitate practical information, implementation of the meeting, we'll try to organize comments and questions on an issue-by-issue basis, and I'll come back to this as we proceed. That brings us to point two on the agenda. This is the list. The secretariat is in the process of creating a list of shareholders in attendance and their proxies who are attending on behalf of shareholders. This list will be accounted for as soon as it's completed, and it will be given then to the chair. We've already got it. In fact, what we have today is 105 individuals are here today who are entitled to vote and representing the pre-voting are 75.46% of the shareholders. 70.85% of these people represent their own shares, while 4.81% represent proxies.

I have to ask, this is 4.81. 4.81 was the correct figure. Then the absentee ballots are 0.17% of the share capital. We have that in place now, and that brings us to item three, the election of a chair for the meeting. The board of directors proposes that the general meeting elects the chair of the corporate assembly, me, as chair of the meeting. Are there any comments to this? If not, then the chair of the corporate assembly is elected, and thank you for your confidence. That brings us to item four, which is the approval of the notice in the agenda.

In 5, section 5.10 of the Public Limited Liability Companies Act, it stipulates that the general meeting shall be convened by written notice to all shareholders with a known address. Pursuant to section 5.10, second subsection of the Public Limited Liability Act and 5.11 B, subsection one, the notice should be sent out not later than 3 weeks prior to the meeting, and the notice must be announced publicly. The notice accompanied by the financial statements and directors' reports was sent to all of the shareholders registered in the Norwegian Registry of Securities on the date of notification, and this is pursuant to the deadline specified in the act.

The notification, financial statements, and directors' report are published on the company's website in compliance with 5.11 A of the Public Limited Liability Companies Act and the company's articles of association. Thus, notification has taken place in accordance with the Norwegian Public Limited Liability Companies Act and the provisions of the articles of association. Are there any comments on the notice or to the agenda? It is declared to be legally convened, and the agenda is adopted. That brings us to point 5, the election of two persons to co-sign the minutes together with the chair of the meeting. In addition to the chair, the following are nominated, Johan A. Alstad, the state's representative from the Ministry of Petroleum and Energy, and Magnar Jørpeland, to sign the minutes. Are there any comments to the nominations? It seems there are not.

That Johan A. Alstad and Magnar Jørpeland are therefore elected. That brings us to number 6, point 6 on the agenda. This is the approval of the annual report and accounts for Statoil ASA and Statoil group for 2014, including the board of directors' proposal for the distribution of the dividend. I would suggest then that the discussion related to item seven, item eight, and item nine, which are proposals made by shareholders regarding Statoil's activities in different fields, will be dealt with in conjunction with item six. The point of dealing with these together is to maximize time efficiency. The voting will take place in accordance with the notice of the meeting, so it's only the discussions that will be merged in order to facilitate a more comprehensive treatment and overall discussion. The same method will be used as what we've used previously.

The annual report and accounts with the auditor's report and the statement of the corporate assembly have been made available on the company's website so that reading them aloud is therefore not necessary. I will give the floor to the Chair of the Board, Svein Rennemo, who will account for the board's view of operations and proposal for a dividend. I would also say that later under item eleven on the agenda, the Chair of the Board will give a separate report on the board of directors' proposed statement regarding remuneration of executive management, so that we won't take that now under this point.

Svein Rennemo
Chair of the Board of Directors, Statoil

Thank you, dear fellow shareholders. Welcome to this year's general meeting. 2014 was a year characterized by major changes and important changes both in the industry and for Statoil. The steep drop in oil prices escalated the profitability challenges in our industry. At the same time, the price drop demonstrated that the efficiency improvement programs initiated by Statoil in 2013 were called for. It also showed that we have a lot of work still to do. Climate change has moved up the political agenda as well as the agenda for businesses and industry. This will raise the bar for the oil and gas industry, both in the short and longer term. At the same time, a new CEO has taken over the helm of Statoil.

Helge Lund's wish to resign was unexpected, but the recruitment of a new CEO from our own organization for the first time ever in Statoil's history underlines the strength of the company and organization. Comment on the company's strategic and last year's performance, say a few words about the work of the Board of Directors the previous years, and also comment on the three proposals from shareholders. As we all know, Statoil is engaged in a cyclical industry. Our strategy must take into account, not only the possibility of heavy fluctuations in oil and gas prices, but the certainty that this will happen and happen again. The drop in oil price from $115 a barrel in mid 2014 to $55 a barrel at the end of the year illustrates this.

The strategy established in 2013 with a stronger emphasis on required rate of return on capital employed and cash flow balance has proved itself right. It is supported by a comprehensive efficiency improvement program in all parts of the company. It is supported by lower growth ambitions, and it is also supported by increased investment flexibility. The board is well satisfied with the progress made thus far, while at the same time the company has been implementing further measures and delivering improved results. The financial performance for 2014 was mixed, and it also emphasizes this need for improvement. It was particularly we saw that both the financial performance was not satisfactory, neither measured in terms of value created for our shareholders nor return on capital employed.

Naturally, lower oil price played a big part, but irrespective of this, results show that the ongoing improvement and efficiency measures must continue at full throttle. It was particularly satisfactory to note the progress made in health and safety performance on the Norwegian Continental Shelf and the significant improvement in regularity and uptime for our facilities and our management. Employees have invested substantial efforts over a number of years to deliver the results we achieved in 2014. The board, the chairman of the board of directors, is proud when we see such a delivery and also is positive looking ahead. Exploration results last year were weaker than the previous years, but is still among the best in the international oil and gas industry.

The projects in 2014 were delivered on time and cost, and this is a strong achievement in an industry hampered with big overruns. The new projects such as Gudrun, Valemon, and not least, Johan Sverdrup, help extend the time perspective for the Norwegian Continental Shelf significantly. The submission of the PDO for Johan Sverdrup in February represents a milestone for the Norwegian economy, for Norwegian Continental Shelf activity, and for Statoil. At the same time, the company is well-positioned in several of the most attractive petroleum areas around the world. 40% of the production now come from our international operations. We had two fatalities among our contract personnel in onshore operations in North America in 2014.

Even though the company improved its safety performance further in 2014, and these deaths show that safety is an area where we must and will continue improving. We have also seen significant security improvements, and we are now in the process of finalizing the extensive improvement program we initiated two years ago after In Amenas. The transition to quarterly dividend payments in 2014 represented an important step towards industry practice and was well welcomed by our shareholders. Our dividend policy and also the intention to pay a competitive dividend to our shareholders remain firm even looking at lower oil prices. As shown, the board recommends to the AGM a dividend of NOK 1.80 per share for the fourth quarter 2014, equivalent to an annual dividend of NOK 7.20 per share.

We will face major structural challenges in the years ahead. First, we must continue to strengthen our competitive edge through enhanced efficiency and improvement efforts. Increased resilience, especially against low prices, is key. We must also navigate in a macropolitical and geopolitical situation characterized by greater uncertainty. Thirdly, we must step up the pace in our adaptation to a low carbon society through a best possible carbon efficient oil and gas production and also through taking new profitable positions in renewables. Corporate governance is a separate item, further down the agenda and will be addressed later. Statoil's corporate governance is based on transparency and equal treatment of the shareholders. The board's mandate is to create long-term added value for the shareholders, and we are to safeguard the interest of all shareholders, and we are also to take into account the company's other stakeholders.

The board works to maintain high standards for corporate governance based both on the Norwegian and international standards for best practice. This calls, among other things, for the will to continuously evaluate our efforts and improve their efficiency. Having the board's agenda focused on the road ahead is key. This requires an increasingly more efficient use of the subcommittees on the board, and the company's nomination committee also invests considerable effort in enhancing the board's composition, expertise, and experience. We're constantly evaluating the company's management systems and control routines to ensure that we run our operations in a responsible, profitable manner to benefit our employees, shareholders, partners, customers, and society at large. The board had a total of 11 meetings in 2014, with an average attendance of 95.6%.

There were between 5-7 meetings in each of the three board subcommittees: Audit Committee, the Safety, Sustainability and Ethics Committee, and the Compensation and Executive Development Committee. In addition, several work meetings were held to improve the board's expertise and perspective in fields such as executive remuneration and also the Johan Sverdrup project. The members of the board visited several of Statoil's activities in and outside of Norway during 2014, including in Tanzania. Three motions have been put to the general meeting by shareholders on the company's risk exposure and strategic approach to climate change. Let me briefly summarize the board's opinions on these proposals. The company has received two motions concerning increased reporting on risk factors and opportunities associated with climate change. Statoil is a leader in the industry on transparency in its financial reporting.

In accordance with the recommendation in item 7 and the proposal in item 7, the board of directors will ensure that its 2016 sustainability reporting will evolve further to include additional information about operational emissions, portfolio resilience to various post-2035 scenarios, low carbon energy research and development and investment strategies, strategic key performance indicators and incentives, and public policy intervention. The board of directors therefore recommends the general meeting to support the proposal under item 7. The proposal under item 8 recommends increased reporting at project level and pulling the company out of the most carbon-intensive projects if our portfolio is irreconcilable with the 2-degree scenario. This proposal for resolution implies that Statoil could be requested to publicly disclose commercially sensitive information, both at asset as well as at portfolio level.

Such disclosures could affect Statoil's commercial and competitive position and put shareholder value at risk. Such disclosures could also be irreconcilable with project agreements and other stakeholders' interests in individual projects. Furthermore, it is a vital principle of good corporate governance that establishing and monitoring the company's strategy is the responsibility of the board and that this should be based on multifactorial considerations. This includes, but is not limited to climate, as the proposal implies. Based on this, the board of directors therefore recommends that the shareholders vote against the proposal. The third proposal item nine, recommends that the board develops a new strategy for more sustainable development management of the company's resources and business, which includes that the board should consider to terminate the exploration for new oil and gas sources nationally as well as globally.

Statoil fully acknowledges the need for the oil and gas industry to contribute with measures and emission reductions that reduce the likelihood of a global temperature increase greater than two degrees. Changing the global energy system so that growing energy needs are met in a way that is sustainable poses a very fundamental challenge. While all indicators point to a need for major investments in renewable energy, the most credible forecasts indicate that there will be a considerable need for oil and gas to cover the global energy demand for decades to come, even in a low carbon society. As production from existing fields decline, the world relies on new resources reaching the market. Statoil wants to achieve this in the most sustainable manner possible, for example, by using gas to replace coal and ensuring that production takes place with minimal energy consumption and the lowest possible carbon emissions.

Statoil's ambition is to be the world's most carbon efficient producer of oil and gas in parallel with our commitment to further developing a profitable position within renewable energy. This is how Statoil can continue to work sustainably to create value for our shareholders and be in a position where our climate and environmental footprint is minimized, thus giving us a competitive edge. The board stresses the importance of complying with the principles of good corporate governance, which state that the company's strategy is to be determined by the board, and against this backdrop, the board of directors recommends the general meeting to vote against the proposal. By way of conclusion, I wish to thank the company's employees for all the good work they delivered in 2014. Statoil is a highly competent professional organization with a firm footing in our common core values.

In the years ahead, we will need to strengthen the company's competitiveness and increase the momentum towards a low emission society. We'll have to rely on the strength of our entire organizations and the solidarity of the entire organization to deliver. With these words, I will now turn the floor over to Chief Executive Officer Eldar Sætre.

Eldar Sætre
President and CEO, Statoil ASA

Thank you very much, Svein. Dear shareholders, good afternoon to all of you. It is a great pleasure to welcome you to Statoil's annual general meeting, and it is an honor for me to do this as CEO for the very first time. Leading this company is a privilege, a big privilege. I have spent my entire career with Statoil. Over these 35 years, the development that I have seen has been formidable all the way until today, where Statoil is now recognized as an international oil and gas company based on an extremely competent and not least well-respected organization. Today, I would like to address the following. I'll say a little bit about our deliveries and performance in the past year. I would like to reflect on the situation around us as we see it. Lastly, I will describe our ongoing initiatives and our ranking of priorities.

Allow me, please, by way of introduction first to say a little bit about the steep drop in oil prices that we have experienced and seen since last autumn. We recognized early on that our own profitability, as well as that of the industry, was challenged by several years of gradual cost expansion, and this had been taking place for several years. Since last autumn, the industry's challenges have been underscored even more clearly by the very steep fall in oil prices, and this has further exacerbated the need for realignment and economization. The growing uncertainty that we see also in the slightly longer term and short term means that we have chosen to use more conservative price assumptions in our economic assessments. The consequence of this, insofar as accounting is concerned, was write-downs collectively amounting to NOK 46.1 billion in Q1 this year.

The write-downs were mainly in our international portfolio and in particular in North America. This is because the fields were procured at a point in time when oil prices were far higher and the market prospects were far better than what we're seeing now at the moment. It's also important to say that the underlying quality of these assets has not changed. We are certain that oil prices at some point will start to move up again, but we are very uncertain about when that will happen and how quickly it will happen. As there are still large stores of oil, there's too much physical oil on the market relevant to, relative to demand. There's a glut. As we know, oil price fluctuations are certainly nothing new. Quite to the contrary, fluctuations in oil prices are more the rule than the exception.

That our job is not to predict or forecast prices, but it is to ensure that we can counter the fluctuations by maturing projects that are resilient relative to a varying price profile over many decades in the future. On that account, we are fully focused on what we ourselves can influence, and we're working towards our goal to improve profitability through improving efficiency and cutting costs. 2014 was, as the Chair of the Board touched on, a year with good operational deliveries. However, when it comes to HSE, the year was affected by two fatalities among employees of our contractors in North America. This was a powerful reminder that safety must always remain our highest priority. The serious incident frequency, that is the number of serious accidents per million hours worked, is now at 0.6 on a twelve-month basis.

This level is substantially lower than what it was just a few years ago. Even though the long-term trend is heartening and significant, we must continue to strive to improve our results continuously. We see that falling objects and gas leaks are areas that call for further improvement. Our main focus is on preventing serious accidents and on working continuously to strengthen Statoil's safety culture. In the area of safety and security, we are in the process of wrapping up the comprehensive improvement program that we initiated after the attack in In Amenas in January 2013. We have a new organization in place. We have strengthened our security expertise and resources, and we have implemented new methods and new processes.

In fact, in terms of both continuous assessments of threats to the company's operations and in addition to protect our employees, our facilities, and our business industries and interests in the best possible manner, so that our job now is to ensure that the security becomes an absolutely fully integrated part of our culture, the same way as we feel that it is also in the operational situation. In 2014, we boosted production by 4% compared with 2013. This is of course corrected for sales transactions during this period. During the year, we produced an average of 1.93 million barrels per day, and we reduced unplanned losses by 5 percentage points compared with last year, and that's about cut in half. This corresponds to 50,000 extra, and I can say highly profitable, barrels per day.

Internationally, we increased our annual proprietary production to more than 470,000 barrels per day, and this is the highest annual production that Statoil has ever had at the international level. It's about 40% of our total production capacity. The growth has come from increased onshore production in the U.S. from startups of Jack and St. Malo in the Gulf of Mexico and in CLOV in Angola. After three of four years with exceptionally good exploration results, we found fewer hydrocarbons last year. Let me add that this is a trend that applies to the entire industry. Statoil nonetheless continues to be a leading exploration company, and we added 540 million barrels to our resource base last year as well.

During the year, we matured new resources, and we obtained what's called an organic reserve replacement ratio of roughly 100%. This means that we added just as much to our guaranteed reserves as we have taken out in production from existing fields. We have made satisfactory progress in the project portfolio over the past year. We have brought several fields into production. In addition to the two international fields I already mentioned, we commenced production from Gudrun in 2014, and Valemon and Oseberg Delta on the Norwegian continental shelves were in startup in Q1 this year. Our net adjusted operating profit came to NOK 136 billion. This is down from 2013, and it's mainly ascribable to lower oil prices. The adjusted return on employed capital was 8.7%.

The total shareholder return based on share price performance and on dividends was not satisfactory even when we compare ourselves with our competitors. We often see that Equinor, the Equinor share reacts more strongly to oil price fluctuations than what is the case with some of our competitors that have a lot of downstream activities. Allow me now to give you a brief description of the environment in which we operate. We experience continued uncertainty in the geopolitical landscape. The situation in Russia and Ukraine continues to be challenging. We see growing political unrest and turmoil, especially in North Africa and the Middle East. In addition to navigating in a demanding geopolitical terrain, our industry is facing two fundamental challenges. First of all, we must enhance our competitiveness. Secondly, we must reduce our carbon footprint. In other words, we must cut costs, and we must cut emissions.

These are two formidable challenges separately. The advantage, however, is that they are related. Our efforts to be more cost-efficient will also make us more resilient in a low-carbon society, and our work to be more sustainable will also make us more competitive in the long term. The industry is experiencing comprehensive challenges in relation to profitability. The costs in the industry have nearly quadrupled in the past decade, and during the same period, production has stood still at best. Returns on capital employed have been reduced substantially even before the fall in oil prices that we have now experienced. Previously, the industry's response to declining prices has been to cut investments and costs. For us, this recipe is not enough this time around. We must also address the fundamental challenges facing us.

We must standardize, simplify, and we have to find smarter ways of working. At Statoil, we started on this process, this improvement work early, long before the drop in oil prices. We have also made good progress, and last year, we actually saved about $600 million, and we have also identified further potential, and we have raised our ambitions from $1.3 billion to $1.7 billion as from 2016. Our focus now is to ensure lasting improvement. This will help us stand up to fluctuations that we know are going to continue to come in future. As a link in this work, we have established a new role as part of executive management, a so-called chief operating officer who will engage in continuous improvement in safe and efficient operations.

This improvement work that is being carried out at the moment is necessary, it's essential, even though it may feel to be very painful for many. It will make Statoil a stronger company. It will also lead to a more competitive oil and gas industry in Norway, and it will lead to more activity on the Norwegian continental shelf over time. There was the second challenge that I mentioned. Statoil fully recognizes 100% the efforts to prevent a global temperature increase of more than two degrees. In the upcoming decades, the world must implement a dramatic reduction in greenhouse gas emissions. As an industry, we must, to a far greater extent, be part of the solution. At Statoil, we're therefore working with a number of measures in this area, along with the UN, the World Bank, and other industrial players.

We have, among other things, taken a leading role in the work to reduce flaring at the global level. This actually contributes about 300 million tons of CO2, which is comparable to the exhaust from 77 million cars. We also have a strong position as an industrial leader in the capture and storage of CO2. Each year, we actually store as much as the vehicles in all of Oslo, Stavanger, and Bergen emit. We are also continuously considering more measures to reduce the emissions in our portfolio, and many of these measures will be brought to fruition through industrial cooperation that we have established with General Electric, among others. We also work very actively to support an effective global price for CO2 emissions. Not least, we can help by replacing coal with natural gas.

This is a swift, efficient means of cutting, making significant cuts in carbon emissions. In summary, our ambition is to be the most carbon efficient oil and gas producer in the world. In addition, we are also continuing our efforts with renewables, renewable energy. Today, we are engaged in two offshore wind projects off the coast of England, and collectively, they will produce electricity, enough electricity for 600,000 British households. We will continue to search for good, profitable business opportunities in renewable energy. In fact, we're now setting up a separate business area that will be called New Energy Solutions, and this will work among other things in this area. Statoil has a strong point of departure for meeting the challenges that are currently facing our industry, which I have described. Three strategic target areas will be especially important in the time ahead.

First of all, we will strengthen and extend our position on the Norwegian continental shelf. Johan Sverdrup is, of course, the prime example of the positive prospects that we have for the future on the Norwegian shelf. Earlier this year, we delivered a PDO for Plan for Development and Operation to the government, and it is now being handled by the Norwegian Parliament, the Storting. It has been 35 years since a find of this size was made in the North Sea. This field is going to be producing for the next 50 years, and it's going to be profitable even with oil prices of less than $40 per barrel. Johan Sverdrup, fortunately, isn't the only one that's going to be representing our outlook for the future.

Even though there will be difficult priorities and stringent requirements for profitability, we'll nevertheless experience that the level of investment activity on the Norwegian continental shelf will continue to be high in the years ahead. We are continuing to look forward to new exploration possibilities with the twenty-third round of concessions. Secondly, we will focus further on our international business activities. Some of our most profitable fields are in our international portfolio, and we are going to continue to invest in new areas outside of Norway, where we can take advantages of our competitive advantages and develop profitable projects. Thirdly, we will redouble our efforts in the transition to a low-carbon society, as I've already mentioned.

This is a question of making our oil and gas production as climate-friendly as possible, and it's also a question of developing profitable new positions within renewables. Before concluding, I would like, on behalf of the administration, to thank Svein Rennemo for his time as Chair of the Board of Directors in Statoil. He has chaired the board for the past eight years. Svein has made invaluable contributions to building a Statoil that now stands stronger than ever. The Norwegian continental shelf has been rejuvenated. We have developed into a global company. We have a successful exploration strategy that means that Statoil has more possibilities today than it has had for a very long time. We've taken important steps in the right direction of being a low carbon society. By way of conclusion, I want to say that we look forward to the future.

We are optimistic on behalf of the management, executive management. Despite the challenges that we see in the oil and gas industry, I have great faith in the fact that we will continue to add value for our shareholders. We have a solid financial strength, and we can handle volatility and seize new opportunities. We have an extremely competent organization. I would like to say thank you to all of our employees for the dedicated efforts that they make on Statoil's behalf every single day, and I would then also like to thank you for your attention. Thank you very much.

Olaug Svarva
Chair of the Corporate Assembly, Statoil

Yes, a preliminary thank you to the CEO and also the Chairman of the Board. You will have the opportunity later to either comment on or ask questions to their statements. Now let's move on to discuss item seven, and the proposal is also visible here on the screen. It has also been reiterated in the notice convening the meeting. I will not read it aloud, but I will ask the author to explain the presentation, and also you have five minutes.

Christina Olivecrona
Senior Sustainability Analyst, Second Swedish National Pension Fund

Dear shareholders. My name is Christina Olivecrona, and I represent the second Swedish National Pension Fund, Andra AP-fonden. Together with the fourth Swedish National Pension Fund, Fjärde AP-fonden, we have put forward the following resolution: Strategic resilience for 2035 and beyond, that in order to address our interest in the longer success of Statoil, given the recognized risks and opportunities associated with climate change, we, as shareholders of Statoil, direct that routine annual reporting from 2016 includes further information about ongoing operational emission management, asset portfolio resilience to the International Energy Agency's scenarios, low carbon energy research and development and investment strategies, relevant strategic key performance indicators and executive incentives, and public policy positions relating to climate change.

This additional ongoing annual reporting could build on the disclosure already made to CDP, formerly the Carbon Disclosure Project, and/or those already made within the company's scenarios sustainability report and annual report. It is our intention that this is a supportive but stretching shareholder resolution. With this resolution, we want to support Statoil in its preparation for a low carbon transition. Thank you.

Olaug Svarva
Chair of the Corporate Assembly, Statoil

Excuse me. Do you want a written vote?

Christina Olivecrona
Senior Sustainability Analyst, Second Swedish National Pension Fund

Sorry.

Svein Rennemo
Chair of the Board of Directors, Statoil

Would you like to request a written ballot afterwards?

Christina Olivecrona
Senior Sustainability Analyst, Second Swedish National Pension Fund

Mm-hmm.

Svein Rennemo
Chair of the Board of Directors, Statoil

Fine. Thank you. We would now like to move on to item 7, another proposal from a shareholder. We have also copied it in the notice, but I would like to invite the person putting the proposal up on the podium, and you have 5 minutes. This year, the World Wildlife Fund and Greenpeace have submitted a joint proposal. First, I would like to start by saying that it's very positive that Statoil's executive management will focus on the renewables investments as a separate business area. We have started the efforts towards a low carbon society that will also make Statoil an important player going forward. We would like Statoil to assess the whole Statoil portfolio against the IPCC panel. Also that they also take action if they cannot achieve the 2-degree scenario.

A study made by HSBC, the British bank, it shows that Statoil is the company that has the highest exposure to unburnable carbon. Statoil continues to make investments that will contribute to the 4-degree scenario. The reporting and the course adjustment that we ask for will also help to avoid future.

Bad projects such as the oil sands project. Arctic project is also associated with high risk. A study done by University College London shows that all oil and gas in the Arctic should remain in the ground if the world is to achieve the two-degree goal. Luckily, Statoil is in a unique position to do something with the problem that the company has contributed in creating, and that also now creates uncertainty regarding future investments. Bloomberg showed recently that more is invested globally in renewables than jointly in oil and coal and gas. This shows that there's a high potential in this area for the New Energy Solutions business area in Statoil. Statoil has the knowledge and also the technology that we need in order to create a renewable energy sector. Investing in renewables is not alone sufficient.

We must also try to safeguard against the future write-downs by pulling out of certain projects. We therefore hope that most of the shareholders represented here will vote in favor of our proposed item 8.

Truls Gulowsen
Head of Greenpeace Norway, Greenpeace

Thank you. This is the seventh year that I am standing here to talk to you. My name is Truls Gulowsen from Greenpeace. I would also say that I think it's wonderful to hear that there are three new target areas where renewables and renewable solutions are also part of Statoil's new main strategy. That gives me a good feeling that there are prospects that Statoil will also be a player in the future, and that new bosses can give new solutions. I think also that a new chair of the board in any sense that is, has experience from stranded assets in Vattenfall, and he has experience, he will see that he knows the stranded assets. He'll recognize them when it's part of Statoil's portfolio. These efforts in relation to oil sands was a wrong strategy, mistaken strategy on the part of Statoil.

They were trying to find expensive resources without giving a thought to the environment. Statoil has played lip service to 2-degree goal, but they have acted in relation to a 4- or 6-degree target. Low oil prices and new strategies from Saudi Arabia, that means that the cheapest oil is used first, it's taking a gamble against energy policy, and that looking for these energy resources that are hard to get at is just it's wrong. We have asked Statoil to do a stress test on its portfolio. We see that Shell and BP, whose AGMs have also adopted already comparable proposals, we see that BP is going to have to do what Statoil is now being asked to go.

The Swedish fund that you just heard about, the pension fund, is suggesting almost the same wording for Statoil as for Shell and BP. The proposal is very similar to what we are suggesting. It doesn't matter whether you adopt the one or the other. We'll be very pleased indeed if at least this is adopted at Statoil, because Statoil needs to have a mandate to do this. Vote in favor of proposal seven and proposal eight. It's not enough just to report. It's important that the stress test is done in relation to relevant 2-degree scenarios, which Statoil is undertaking an obligation for. That they also see that Statoil takes the consequences of the findings that they make in this stress test, the results that they achieve.

This means if they take this really seriously, that some of the efforts are going to have to be rethought and others should be put on the back burner, and others should continue to be followed up. Otherwise, they're just, it's just not being effective. We also have people here from New Zealand who are going to talk about other non-climate related consequences of Statoil's activities off the coast of New Zealand. We'll come back to this. Thank you. I hope that all of you will join me in crossing your fingers that Statoil will then make a very thorough stress test. Thank you. Would you also like a written ballot? We don't feel that a written ballot is necessary in this case. Okay. Then we will come back to this afterwards.

We will move on to item nine, and I would ask the party that has made this proposal to come to the rostrum. The text of this has already been sent out to the shareholders. Go ahead, please. I would also remind you of the time limit of five minutes.

Moderator, chair of the board, ladies and gentlemen, Statoil's emissions of climate gases, GHGs, continued to climb in 2014. The change at the helm of Statoil gives a good opportunity to turn the ship around and to change their risky strategy into a more sustainable strategy. The mistaken investments in oil sands in Canada has now been confirmed by John Knight, Statoil's own climate manager, and he said in an interview that if they had known what they know then, what they knew today, that they would not have made this investment. Statoil should take the consequences of this as soon as they possibly can.

Knight also stated that it would be possible for Statoil to combine the goal of earning money for the shareholders with taking a leading role in the field of climate and energy. These are new and promising tones from Statoil's management. Statoil needs to look at the merits of the environment here and to realign and to act in accordance with the UN's environmental goals. This two-degree scenario is very important, and it should be no more than two degrees and preferably under. The burning of oil and gas is a large part of this. If we're not going to have an overrun of the two-degree goal, then we have to be sure that a lot of the resources are left in the ground for the rest of this century.

It would not be a huge thing for Statoil if that they need to implement these goals to protect the resources for the future. We suggest that the board then continues to engage in a new strategy for a more sustainable development and management of the company's resources and activities. The strategy should reflect the company's responsibility for contributing to resolving today's energy needs within a framework of national and international climate goals. The goal this board should, in this connection, evaluate possibilities and the consequences of following today's partial strategies. Number one, terminate exploration activities for new oil and gas resources nationally and globally. Two, minimize the emissions of CO2 from production areas and processing facilities.

Number 3, then the diversification of activities also to bring renewables into this nationally and globally, and being based on wind and possible wave power. The utilization of investment funds released through the termination of new oil and gas fields and exploration and development of funding emission reductions in existing operations, as well as new investments in renewable energy production should be considered. The result of the strategy work will be presented in the annual reports for 2015 and 2016. I would ask if the shareholders support this and that Statoil move in a more sustainable direction, and we would then ask for support for proposal 7 and 8. Thank you. Would you like a written ballot then?

Svein Rennemo
Chair of the Board of Directors, Statoil

Yes, please.

All right. I will now open the floor for comments, both on the reports of the chair of the board and the chief executive officer, as well as comments on the three proposals from shareholders that have been presented. I remind you that due to time constraints, and to allow enough time for everyone who would like an opportunity to speak, I would like to ask you to keep your comments to a maximum of three minutes. Everyone who requests the floor must come forward and also introduce yourself. Like I said, you have three minutes. I haven't really started yet, but you asked for now. Okay. I haven't started yet. If you just give me a second, because I want. I'm chair here, and I want to make sure that we have this in good order.

Now you're here, so you can start. I said I could give you three minutes. Please go ahead.

Mike Smith
Iwi Representative, Taikaha Group

Thank you, Madam Chairman. Chairman of the board, company officials, ladies and gentlemen. My name's Mike Smith. I've traveled here from New Zealand, representing the tribal nations and the indigenous self-government of the Māori people of New Zealand. I've been charged to bring you a message to say that you don't have our permission to be in our tribal waters. You're acting ultra vires of an agreement that we have with the New Zealand government that guarantees our indigenous rights. As a result, we're taking legal proceedings. Legal proceedings are being filed this week against deep water oil drilling within our traditional waters.

In addition, we will be lodging complaints with the United Nations for the breach of our human rights in regard to the Convention, 169, the ILO Convention 169, which the Norwegian government is a signatory to. I know it's been a difficult time for the oil industry, in the last six or seven months or so, and that's something that's largely out of your control. Equally, these matters that are internal to New Zealand that affect your company are also out of your control. We, as the indigenous people of that, of our country, we are also out of your control as well.

I do appreciate that this is not a matter that you do have a lot of control over, but I've been sent here as a representative of the leadership of our tribal nations to bring this message to you, that we wish that you exit your permit and surrender your permit at the earliest opportunity. Thanks very much.

Svein Rennemo
Chair of the Board of Directors, Statoil

Okay.

Mike Smith
Iwi Representative, Taikaha Group

I'd like to present you with these letters of introduction as well.

Svein Rennemo
Chair of the Board of Directors, Statoil

No, sorry. Please go ahead and give it to the security guard. Thank you. I must ask everyone to wait to come forward until I have given the floor so we can get order in this. Now it's just a matter of raising your hand, so do it like that. The floor. Now you may raise your hand, indicate that you want to take the floor, and then I will give you a signal. Just take a moment, and then the board.

of directors, and the CEO will then respond afterwards. There was one over there, please come forward.

Speaker 13

I'm a shareholder. I've been so for many years with Statoil. Looking toward declining production at the Norwegian Continental Shelf, Statoil has two strategic choices. Either should we expand gradually from oil into renewables, or should it remain an oil company and still continue to be exposed internationally in oil and gas? Many people will say, "Yes, thank you, both, please." Here we need more focus. So far efforts have been to the last alternative, and it has cost us. One thing is that oil production is a costly business, but so far, Statoil has written down losses for NOK millions on oil sands and shale oil. So far, Statoil has not tapped into the potential of renewables.

The CEO said in the media last year that renewable energy will grow quicker than oil and gas. I quote, "We must therefore capitalize on the opportunities that are there." The CEO has also seen that they should also side with the climate policy efforts. Another strategy from Statoil would also have made one region less vulnerable for oil prices and lower investments. The bid guidelines and rules must not be so rigid for the Johan Sverdrup field that returns on capital employed will be of decisive importance. Employment for the region and also other ripple effects must also be given heavy weight in for a company like Statoil. The oil sector has already downsized the workforce by thousands. I have two questions.

Apart from reducing oil carbon emissions and wind energy projects, which concrete plans have Statoil in order to increase the value creations and investments in renewable energy sources in the near future? Question two, what does Statoil, as a state-owned company, will do actively in order to ensure that more employment are spread to the regions, especially also in connection with the Johan Sverdrup developments. Thank you.

Torfinn Ingebrigtsen
Member, Green Party

Thank you. My name is Torfinn Ingebrigtsen. I am a member of the Green Party in Rogaland. My dear shareholders, at the last three general meetings, I've talked about a number of environmental problems. I really appreciated that Helge Lund and a number of the other board members listened, and it's really gratifying to see that the oil sands, we're now going to pull out of that.

This is a victory for good common sense. I'd like to thank Greenpeace and the World Wildlife Fund that have brought this forward so clearly. Proposals 7, 8, and 9. Number 8, Greenpeace and WWF have already talked about. This is better and clearer than in number 7. Proposal number 9 asks Statoil not to challenge national and international climate goals in the interest of coming shareholders. This is really interesting because they're asking the board to consider three different aspects related to exploration, the reduction of CO2 emissions from production, and further diversification of the activity. This is also justice for the generations, for children and grandchildren, the future owners of Statoil, those who are going to live with the climate changes that we're now creating. The proposal is about how the efforts of today's shareholders are going to be evaluated in the future.

We know now that the oil industry has a declining reputation. It's not just as cool and attractive to take education in this area. This industry is acting like it doesn't care about the next generations, and this negative reputation has managed to be established despite the fact that they're trying to use a lot of money on publicity to be more popular. If Statoil could then be a leading, a lodestar in the industry, this would be great. Now in 2015, this AGM would be a historical opportunity for us to do something active. This can be the energy company. Any company that doesn't take the climate situation seriously is going to have problems in the future. That I would ask everyone to vote in favor of item 9, and of course 7 and 8. Ms. Svarva, are there others who would like the floor?

Olaug Svarva
Chair of the Corporate Assembly, Statoil

Come to the front, please.

Nils Bastiansen
Director, Equities Department, Folketrygdfondet

My name is Nils Bastiansen. I'm the director responsible for the shares in Folketrygdfondet, and I represent them here. I would like to give an explanation of the votes for items 7, 8, and 9. Folketrygdfondet will vote for 7, and this resilience, S tatoil's resilience.

From 2035 and it will vote against items 8 and 9. We look at item 7 as a constructive proposal that will contribute to better communication related to Statoil's management of emissions from operations and the resilience of its assets management and strategic maneuvers. This will give good value for Statoil and the shareholders. We feel also that it's positive that the board supports this proposal. The National Welfare Fund is a long-term owner and investor. We consider the companies' way that they deal with climate questions because it's strategically and financially relevant so that we look at this. It's our opinion that companies that take the climate issues seriously and introduce them and integrate them in their long-term business strategies also strengthen their own opportunities for added value in future.

When it comes to Statoil, there's a multifaceted approach to dealing with climate risk, and this is what is necessary. This can cover, for example, reducing emissions from own operations, as well as investing in future-oriented energies and new energy solutions. The National Welfare Fund has had a good dialogue with Statoil about their activities related to climate-related challenges, and we expect that we will continue to engage in this dialogue also in the future. We continue to believe that in principle, it is the board's responsibility to decide which strategies the company shall pursue when dealing with climate risk and climate opportunities. In this, with this proposal, we're satisfied that the company's risk exposure and strategic approach to the climate changes is so clear on the board of directors table, and we look forward to good reporting of this kind of information to the market. Thank you.

Svein Rennemo
Chair of the Board of Directors, Statoil

Good afternoon, the annual general meeting and fellow shareholders. I have 3,390 shares in this company, and the executive management may note that I am a very long-term shareholder because I believe in this strategy. I also represent the Norsk olje og gass sector associations, and from the environmental movement, we are probably seen as, you know, as very negative. I have attended all AGMs since Statoil since 2002. I have experienced far stronger confrontation between the environmental movement and the company. Today, I note that there is a new tone in the dialogue, a new understanding between these two parties.

I would like to express my acknowledgement that the management has so clearly indicated that they understand the challenge we live under and that we face, namely to take care and safeguard the environment. I stood here on the rostrum some years ago and supported the executives' decision to go into oil sands in North America, but that if they couldn't do it sustainably, then I would withdraw my support. We have also seen the consequences that had for Norway and other countries. I've had the pleasure of knowing Torfinn Ingebrigtsen for a number of years, and I think that we are closer than we sometimes get the impression from in the debate. I think it's basically only the perception of time that our disagreement is all about.

I would also like to comment on the fact that Statoil should or that Statoil is asked to give up the possibilities of finding new oil and gas. If you will allow me another minute, then maybe it will ease the conscience of those in attendance here, but not the rest of the world. I have a small note here, which is that this is a representative statement that all responsible oil companies and energy companies in the world agree, namely that we consume 93 million barrels of oil a day and that a growth of about 1 million barrels a day in consumption up to 2020, but that there will also be 5 million barrels a day in energy demand.

If we don't do anything, then we will be 25 million barrels a day in demand for energy down by that time. We should not actually take action that actually will basically put out the light by 2020. It will be very sad if this annual general meeting took one of the best companies that understands the challenge that delivers technology and solutions that they say for the second time in the history of the company that they want to clip the wings of the companies. Would anyone else like to take the floor?

Nasir Zinder
Shareholder

Dear annual general meeting, good evening. I have three questions to the Board of Directors today. The first is if Statoil has a strategy for increasing the minority shareholdings in both the governance and management and all other land-based operations staff functions the next year.

That was for the board. Next, a question for the CEO. Has Statoil considered to modify the salary level to employees? Since other contract employers have salaries all the way down to NOK 400,000 a year or up, or if, for instance, you are unemployed, long-term unemployed and people may be looking towards a two-year period of unemployment. The third question is related to carbon emissions. Shouldn't Statoil have tried to use several smaller suppliers to increase the competitiveness? Or maybe it's more traditional questions, but thank you for your attention.

Torfinn Ingebrigtsen
Member, Green Party

Will you allow me? What is your name?

Nasir Zinder
Shareholder

My name is Nasir Zinder.

Torfinn Ingebrigtsen
Member, Green Party

Can you repeat the question to the board?

Nasir Zinder
Shareholder

The first question was if the staff has an overall strategy in order to increase minority shareholding among the onshore employees from regular employees all the way up to, for instance, management and executive management. I know that it's not that easy, perhaps, but I would like to know.

Torfinn Ingebrigtsen
Member, Green Party

Thank you. Would anyone else like to take the floor? Torstein Indrebø, shareholder.

Torstein Indrebø
Shareholder

Shareholders, thank you to the Chair of the Board and the CEO for very good briefings. I have a comment and a question related to this question of reputation and standing that the CEO focused on. Statoil is the largest and most important company here in Norway, and what contributes the most to value added is the standard of living that we have here and so on. They have thousands of jobs that they are responsible for, directly and indirectly. Nonetheless, we're hearing that many want to discontinue oil and gas activities for different reasons. It looks like this value added is something that's just taken for granted, that people don't understand what it is that lies behind these efforts when it comes to technology, commercial efforts and expertise.

We need when we engage in long-term activities, when we have a social license to operate, we have to deal with this. This was a lot that Mr. Sætre focused on this, too. We've seen Statoil's been very active in the UN environment, the World Bank gas, and Statoil is part of the long-term solution to a more climate-friendly future. These things are not really well, very well known, unfortunately, in many different groups or circles. I'd like to have a comment from the CEO about what strategy they would like to implement in order to make this known, more widely known. There's a problem, quite simply, about the reputation not always being the very best. Thank you.

Torfinn Ingebrigtsen
Member, Green Party

Anyone else who would like to take the floor? It looks that everyone who has wanted to speak to this point has posed their questions and given their comments. Now we will close the opportunities, and I'll give the floor now to the Chair of the Board and the CEO to give their responses. We will move on to the voting on item six.

Olaug Svarva
Chair of the Corporate Assembly, Statoil

Allow me first to say that we are here, gathered here together for an AGM in Norway and outside of Norway's borders. We're also considered to be part of the solution to climate policies. Statoil has worked for a long time, both with its own position and with its own measures, in order to put the oil and gas activities in the context of the changes taking place and the new standards that apply to climate policy. I'm always surprised, in fact, when we hear this description of a company that has large problems with its image in Norwegian society and large problems recruiting good staff members and good expertise, because I see the opposite. Statoil is still Norway's most attractive place to work for well-educated people in Norway. We have very limited problems in recruitment, I have to say.

One of the questions was about the recruitment of minorities. There I'd say, well, the diversity in Statoil is something that should and will continue to be given emphasis in the future. We don't have specific programs for addressing this question, however. The proposals that have been put forward by the shareholders today, and I think the AGM sees this, they're very different in their nature. When the AGMs in Shell and BP have or are in the process of accepting one of the proposals, proposal number seven, then they're doing that. Those of us on the board recommend that this be done because it so clearly addresses something very fundamental linked to transparency and the risk exposure that we have in our risk management and for changes in climate policy and regulations.

While proposals eight and nine are significantly different because they also address specific responses in the strategy and positioning that are the result of a clear and very straightforward focus that we have on the climate. This is also the reason that we have proposed that we urge shareholders to vote yes on item seven and no on items eight and nine. I think I'm going to stop there on a general basis. Then there were a few specific issues for you, Mr. Sætre.

Svein Rennemo
Chair of the Board of Directors, Statoil

I would like to start by offering a reflection around low carbon society and climate. We do take this seriously. In everything we do, we try to reflect that seriousness. Full stop in all our activities related to oil and gas is not the answer to the challenges we face. Oil and gas will continue to be an important part of the energy mix in the world going forward, and how you produce that oil and gas is actually important. I'm convinced that we are and will continue to be a carbon-efficient company, and we have excellent experience from the Norwegian Continental Shelf that we would like to take with us around the world, and we would like to do more when it comes to ensuring carbon-efficient production.

We also mentioned the great interrelationship between carbon efficiency and low carbon efficiency, and the fact that we may be able to produce the oil and gas resources more efficiently, I think, will become increasingly important because they will probably also have the longest life going forward. Renewable energy, what will we do concretely? In my report, I said that we actually do quite a lot. We have 2 projects that we are currently involved in, which in sum are quite significant. We will continue to look for opportunities within offshore oil and gas, that is renewable activities that in terms of the expertise required are closely linked to the oil and gas production that we are engaged with. There are several projects that we're looking at also, offshore floating projects.

We also depend on the fact that, regardless of what we do, we need to look toward profitability, and we need to have concrete specific projects that we need to form an opinion on. We have considered this, and the strategy that we now have is something that includes investments in renewables. This is not just something we do on the side. This is an integral part of our strategy going forward, and we want to grow in those segments the same as we want to do in oil and gas. There was one comment that I need to attack. Someone said that we have spent $tens of millions in our international operations.

What we have presented in our accounts is based on a split-second image regarding how we see the oil price going forward and the consequences for what it will have on the balance sheet and our activities of what will happen, whether or not we will spend more money or actually if we will be making money. It depends on how the oil and gas markets will pan out going forward. Also, it will depend on how we can continue to develop the projects that we are engaged with internationally. We work hard on doing that in a profitable way every single day. There was also a question about what do we do in order to create employment and also to relate to suppliers that also represent a high number of jobs in regions and also how we relate to smaller suppliers.

It is a basic interest to try to uphold a diversified range of suppliers because we are all deeply dependent on our collaboration with the suppliers, and we will do what we can in order to continue to maintain a viable supply industry in Norway and also in other countries. We need that because we need to also maintain them because we need their help in order to help us to keep down costs. I think that we also have a very good collaboration with most of our suppliers in order to reduce costs and improve our cost base and also to come up with smart solutions. In terms of reputation, that is something that we continuously work on. It is a basic understanding that oil and gas is a demanding industry.

It is linked to fossil fuels. Still, we believe that basing our operations and decisions on fact base is important also in the long term. I hope that I was clear on the responsibility that we shoulder and that we also try to adjust to a future low carbon society. We work hard to improve our reputation. We should not only use words and talk about what we want to do, but actually also prove in action what we do to reduce carbon emissions. The final proof will be our action whether or not we take this seriousness on board.

Eldar Sætre
President and CEO, Statoil ASA

I have to admit I had some problems too, you know, to listen to what was actually being said. I had, you know, some ideas. I think I would like to say, first of all, that and I'll do this in English so that you can communicate, that it's our, you know, when it comes to our activities in New Zealand, we have access to five exploration licenses. It's important to underline that it's still very early days for Statoil in New Zealand. We have done some multiclient seismic activities. It's still a long way to get to a conclusion that, you know, it's relevant to actually do drilling activities. We're in fact talking about several years.

I can assure you that safe operations is at the very, very top of our agenda in whatever type of business that we are doing. Going forward, it's very important for us to sort of to maintain a dialogue with stakeholders and also including Māori representatives. It's very important for us, and we are doing that. You know, we've had several meetings and have a continuous dialogue. That dialogue is very important for us. It is too important to consult, to listen to views that you might have, but also to inform, you know, about the activities that we are pursuing and explain.

I had some difficulties listening in, but if this was related to the sort of legal aspects of this business, this is a matter that, you know, as we see it, has to be addressed, you know, with the New Zealand authorities. Statoil is a company that fully recognizes the rights and values of indigenous people. Our responsibility is to proceed in accordance with the license terms and conditions that have been outlined when the licenses were awarded by the New Zealand authorities. I think I will leave it at that for now.

Olaug Svarva
Chair of the Corporate Assembly, Statoil

Okay. We say thank you very much, and we'll move on to item six. I will then give the floor to State Authorized Public Accountant Mona Larsen, who will read excerpts from the Auditor's report for 2014. Go ahead, please, and we will move on to the accounts then for 2014.

Mona Irene Larsen
Lead Partner, KPMG

My name is Mona Irene Larsen, and I'm the lead partner in KPMG with responsibility for auditing Statoil ASA. As Statoil's elected auditor, we have submitted our auditor's report. The auditor's report has two parts. Part one is the opinion regarding the financial statements. Part two is the opinion regarding other matters. I will now review only the main features of these two parts. The full report is in the accounts. Part one of the statement regarding the financial statements consists of the following components. The Board of Directors and Chief Executive Officer's responsibility for the financial statements, the auditor's responsibility, opinion on the separate financial statements where we confirm that the parent company's annual accounts are in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.

The opinion on the consolidated financial statements where we confirm that the consolidated annual accounts are compliant with International Financial Reporting Standards as adopted by the European Union. Part two, the report on other legal and regulatory requirements consist of the following components. Component of conclusion on the board of directors report and the statements on corporate governance and corporate social responsibility, which are, in our opinion, consistent with the financial statements and in compliance with legislation and regulations. Next is the opinion on accounting registration and documentation, where we state that the management has fulfilled its duty to produce a proper and clearly set out registration and documentation of the company's accounting information in accordance with the law. This is a so-called clean report, dated the tenth of March 2015, and signed by me, Mona Irene Larsen, and Egbert Eeftink, Global Lead Partner. Thank you.

Olaug Svarva
Chair of the Corporate Assembly, Statoil

We will move on, and as Chair of the Corporate Assembly, I will now read aloud the Corporate Assembly statement on the Board of Directors' proposal. At its meeting on 18th of March 2015, the Corporate Assembly reviewed the financial statements for 2014 for Statoil ASA and the Statoil Group, and the Board's proposal for the allocation of the profit for the year. The Corporate Assembly supports the Board's proposal for the annual accounts and the allocation of the profit. The general meeting is encouraged to adopt the Board's proposal for the annual accounts for 2014 for Statoil ASA and the Statoil Group, as well as the annual report and the distribution of the proposed dividends. The dividend will accrue to the company's shareholders as at 19 May 2015, with the expected dividend payment date on the 29th of May 2015.

Are there any comments on the proposed resolution under item six? If not, then the proposal is carried. Sorry, did you have a question? What was it? Now this has been adopted, the dividend we talked about earlier. We are now under the treatment. Do you have a comment about the dividend? Well, I wish that you had asked for the floor earlier when we were talking about the giving the report on the dividend. Would you like the floor? Go ahead please, then. This is what we are dealing with item six, seven, eight, and nine, but go ahead, please. As the environmental enthusiast, it's important of course that we have dividends, but they can. The company has the possibilities of making wrong investments, of doing the wrong thing. I would like the general meeting to vote against the dividend.

If Statoil has money left over, then this money should be transferred to this new area for renewables. We're certain that the efforts in relation to renewables will give a good signal that Statoil is really taking this seriously, that this company is prepared for the future and be a Statoil that everyone can be proud of. Statoil is late in taking part of the renewables movement, and it really requires a lot of capital, knowledge, and people. In order to do this, Statoil has to make a realignment. Norway needs new renewables, and we need this now as people are losing jobs in the oil industry. This isn't the time that we should be taking up a loan to pay a short-term dividend to the shareholders.

We have to use the money we've got for realignment, and I would therefore like to propose that no dividend be paid out. Okay. I would have asked you to deal with this in the right place, but now we've heard what you have to say. We'll go back to the proposed resolution. Are there any comments to the resolution? Are we ready to vote? Okay. Would you like to re-register your vote against? All right, we will register the votes against the dividend. Are there others that have asked for the floor? There are not. The proposal is adopted, and we have registered the votes against also so that they will be taken note of. All right, that's adopted. We will move on to item seven.

This is the proposal that for shareholders regarding Statoil strategic resilience for 2035 and beyond. There's a written ballot that's going to be taken here. Again, we see the proposal on the big screen. Here we'll have a written ballot, and I would then suggest that you take out your ballot slips. You should use ballot slip A. Vote, take out first ballot slip A and vote for this first, and then we're going to also vote on issues 8 and 9, items 8 and 9. I would also remind those of you who are here today who have already handed in electronic ballots should not vote again.

I would also remind you that the decisions here require only a simple majority, and then also there will be the blank ballot slips and those who have too many crosses in them, and the ones that are not valid, if this is correct, they will not be counted as votes cast. The counting of the ballots will take place in a separate room under the scrutiny of an independent auditor. In addition, the electronic absentee ballots will of course be included in the final result. I would remind you that if you want to support the proposal from a shareholder that is in line with the board's recommendation, then you should vote for the proposal. Is that clear? You vote for the proposal.

That brings us then to item 8, and since we have the written ballot out, let us do the same thing with item 8. Here there's a proposal that's on the screen. This is on item number 8. Here, too, it's the same procedure. If you want to vote in favor of the shareholder's proposal, then you vote for the proposal and vote against the proposal if you want to follow the board's recommendation. That brings us to item 9. We have this proposal on the screen as well. There you use ballot slip C. That's A, B, and C. Also for this case, so that if you want to support the shareholder's proposal, you vote for the proposal, and you vote against the proposal if you want to follow the board's recommendation.

We will have just a very brief technical break so that all of the votes can be collected by the tellers. In just a little while, we will come back with the results of the votes. All right. We would ask that we can have quiet here. I would like to ask for confirmation from DNB that all the ballot slips have been collected. Yeah. Okay. We just need a confirmation that all of the ballot slips have been collected. They have been. All right, we will move on. That brings us then to item 10, which is the report on corporate governance.

As the Chair of the Board mentioned, that pursuant to 5-64 of the Norwegian Public Limited Liability Companies Act, the AGM shall review and consider the board's report on corporate governance submitted in compliance with 3-3 of the Norwegian Accounting Act. This has been available on Statoil's website in advance of the AGM, so that now the AGM shall carry out a consultative or advisory vote regarding the corporate governance report. The board proposes that the annual general meeting endorses the report. As I said, reference is made to the Chair of the Board's comments to the report earlier at today's AGM. I would ask, are there any comments to the report? It doesn't appear that there are, so then the general meeting has thereby endorsed the board's report.

That brings us then to item 11, the declaration on stipulation of salary and other remuneration for executive management. Here, in accordance with Section 6-16 A of the Public Limited Liability Companies Act, the board of directors will prepare a statement regarding the settlement of salary and other remuneration to executive management. This statement is referred to in note 5 of Statoil ASA's annual report and accounts for 2014, and I will give the floor then to Chair of the Board, Svein Rennemo.

Svein Rennemo
Chair of the Board of Directors, Statoil

I will do so, and I will be brief. The statement on executive remuneration and other employment terms, the so-called Statement on Executive Remuneration, is a very good way for the annual general meeting to hold the board accountable. The main message in the statement that we have presented is that the established remuneration principle and systems that we have previously communicated will mainly be continued in the same form as the annual general meeting has previously endorsed, and therefore there's no dramatic development here. I have previously explained the deviations from the government guidelines applicable to two members of the executive committee employed outside of Norway. They are remunerated according to a model for variable pay adjusted to their respective local markets without the company appearing to be market leader for positions at this level in any way there.

The Board of Directors still maintains that this is both a correct and necessary solution. The board has initiated work to assess the implications of the revised guidelines for executive remuneration, which took effect on 13th of February of this year. They were prompted by our biggest owner, and the assessment will be concluded in the course of 2015. Briefly on pension benefits, the work to evaluate changes in the company's general pension system in the parent company was finalized in 2014. As a company, we decided to introduce a defined contribution plan as its new general pension scheme. From a defined benefit to defined contribution plan, with the exception of employees with less than 15 years left to retirement, all employees will transfer to the new plan. Employees exempted from this transfer will retain the defined benefit plan.

A few words about the CEO's remuneration terms. Effective from February 4, 2015, Statoil's Board of Directors appointed Eldar Sætre as the new President and Chief Executive Officer at Statoil. The CEO's base salary is NOK 5.7 million, with an additional fixed remuneration element of NOK 2 million. Only the base salary is included in the pensionable income, and the board chose this model to limit the increase in the company's long-term pension commitments for the position of CEO. Furthermore, the CEO has a variable performance-based salary with a potential maximum 50% of the total fixed salary in line with the guidelines. Eldar Sætre was assessed for his performance as Chief Executive Officer only in the fourth quarter of 2014, while as Executive Vice President, Marketing, Processing and Renewable Energy for the first three quarters of 2014.

In its assessment of the CEO's performance and consequently his merit adjustment and annual variable pay for Q4 of 2004, the board has put emphasis on the improvements within HSE, a solid delivery on production efficiency and progress on the improvement programs. However, both the relative total shareholder return and return on capital employed were below target in 2014, and this has also affected the board's evaluation of his performance. On this basis, the CEO's performance-based salary for the fourth quarter 2014 was set at 37.5% of fixed salary, which total NOK 614,837 pro rata, according to the term he has acted as CEO in 2014. The CEO has also participated in the company's long-term incentive scheme for 2015.

For the CEO, the LTI scheme amounts to 30% of fixed remuneration. The program includes an obligation to invest in Statoil shares with a lock-in period of three years. Finally, the Board of Directors deems it important to offer executive compensation that is competitive in the markets we operate and where we compete. Executive compensation should also be seen as fair and be aligned with overall compensation levels in the company and with shareholders' interests. The board must strike this balance. That is the responsibility of the board. In this context, shareholder guidance is relevant, which encourage the board to carefully consider both compensation, incentives, and levels, but avoid increasing details and complexity that may limit the board's ability to ensure competitive compensation and employment terms.

In sum, Statoil's Board of Directors is guided by clear goals relating to executive compensation, should be transparent, fair, competitive, but should not be seen as market leading. The board is of the firm belief that the remuneration systems as well as practices are transparent, and that deviations are explained in accordance with prevailing guidelines and good corporate governance. I will leave you at that. Thank you for your attention.

Torfinn Ingebrigtsen
Member, Green Party

All right. This statement will now be submitted to the vote. Are there any comments to the proposed resolutions that you see on the screen? All right, there was a question over there, please.

Mr. Indrebø, one question for the chair of the board. You were very thorough and gave a good report, but in 21 you also notify about changes in the model, and you should give increased greater weight to actual performance and result-oriented parameters. We know that both performance and share prices are also impacted by share prices, interest levels, and other factors that the executive management have no influence of. I would like to ask you to comment on which type of results that you will base this on, and what is new in this model. Also a comment regarding how you set targets. It should not be easy to attain this 50% bonus. I would like the chair of the board of directors to comment.

Let me respond briefly. As for these changes, they are meant to focus to a stronger degree on results, on performance based on individual parameters, instead of covering a broad range of the company's results and achievements. The idea is to give greater weight to performance goals such as production, that is delivered production on the part of the company, the company's delivered HSE performances, delivered results when it comes to projects delivered on time and cost, but also to include financial targets. Relative to other companies in the same industry, for instance, if the company's relative dividend paid to shareholders compared with our competitors is good or not, and also if the return on capital developed positively or not compared with our competitors.

I believe that we can avoid the trap, that we would have, for instance, if we had key performance indicators that would be governed by share prices, oil prices. Any other comments to this report? That is not the case. All right. It is hereby adopted. We are at item 12, the approval of remuneration for the company's external auditor for 2014. The general meeting is urged to approve the auditing fees for Statoil ASA for 2014. This is NOK 6.732 million. Are there any comments about this proposal? If not, then the proposal is carried. Item 13, the election of new deputy member of the nomination committee. As the chair of the nomination committee, I will now explain the nomination committee's roster of nominees.

The nomination committee nominates Bjørn Ståle Haavik, Director, Ministry of Petroleum and Energy, to be the new personal deputy for Elisabeth Berge. She also works in the Ministry of Petroleum and Energy. We have information here about Bjørn Ståle Haavik here. He's also previously been a member of the nomination committee, and it is suggested then that the term of office be from today's date and up to the AGM in 2016. Any comments? No. Bjørn Ståle Haavik is elected. Item 14, the determination of remuneration for the corporate assembly. Here you can see on screen the new proposal for remuneration. The increase is. It's the technical calculation committee has looked at this, and they've given us the suggestion for this from last year to this year. Here you see the new rates.

The proposal has also been distributed along with the convening letter, the notice. Are there any comments to the proposal? If not, then the proposal is carried. That brings us to item 15, determination of remuneration for the nomination committee. Here the proposal for a resolution is on screen, and it's also been distributed. The increase here is also about on a par with the wage trend in society otherwise. Are there any comments? If not, then the proposal is carried. Item 16. This is the authorization to distribute dividends based on the approved annual accounts for 2014.

Bjørnar Slettebø Taiga
Shareholder and Employee, Statoil ASA

Here we see also that the proposed resolution is on screen, and the authorization here refers to section eight of the Norwegian Public Limited Liability Companies Act, and it's valid until the next annual general meeting, but not beyond thirty June two thousand and sixteen. Is there a comment? Yes, go ahead, please. General meeting, Bjørnar Slettebø . I am a shareholder, but I'm also an employee of Statoil and a shop steward. The dividend is important for the people that invest in the company and count on it. They would like to have a return on their investment, and this is a benefit for those that support the company. Right now, it is such that we should limit the dividends to be paid out in two thousand and fifteen, at least in my opinion. There are several things that speak in favor of this opinion.

Olaug Svarva
Chair of the Corporate Assembly, Statoil

Our chair of the board and CEO talked about these elements in their reports. They talked about the growing uncertainty and increasing risk. From that point of view, then we would say, well, perhaps then we need to rethink our actions in 2015. We're talking about a lower oil price, less profitability, growing gearing ratio, and Statoil has engaged in reorganizations, and very many of the suppliers also are in the same situation. We want to keep more. I think we should keep more money in the company, and it's important that we have the expertise and capacity for continuing, and I think we need to use more of the money for new good projects. Not least, everyone needs to contribute to the situation that we're seeing these days. The employees and suppliers shouldn't have to carry the entire burden.

I think that the shareholders, the owners also in 2015 need to take their part, do their part. I have a proposal here that is an authorization to pay dividends throughout the year and all the way until the next AGM without giving the owners so much. They have to account for the finances along the way, but they shouldn't have to come back and ask several times for the money. This proposal, I think, is very clear. We think that the shareholders should also make a contribution. We will add a sentence. The dividend should not exceed NOK 12 billion altogether for 2015. My proposal with this additional sentence means that, yes, we can perhaps pay a dividend by quarterly up to NOK 12 billion, which is about half of what it was for 2014.

At next year's AGM, they can ask for more money if they have the finances for it. This is that we cut back for 2015, but they get the authorization, but not to take out everything without asking you as owners. I would pay special attention to the Norwegian or direct this especially to the Norwegian state about not taking out such strong, high level of dividends. This is a proposal for a different resolution here that Mr. Taiga has then given us a report on. Mr. Taiga, we are going to make a test vote on your proposal here. I would ask that those who are voting in favor of Taiga's proposal compared with the other proposal, that they then show, they signal their vote. Show your raised hands. Okay.

I see that based on the votes here, that this proposal will not be carried. I see about 70% of the votes off to the right there, but would you like us to have a written ballot or are you okay with just doing it? I'm sorry, he's not speaking at the. The interpreter apologizes, the speaker is not speaking into a microphone. The chair, then we would ask for a written vote. This is still on item 16. Are there other comments to this? Then this proposal that is put forward there by the board is adopted. That brings us then to item 17, the authorization to acquire Statoil ASA shares in the market to continue operation of the share savings plan for employees. Since 2004, the company has offered a share savings plan for employees of the group.

The purpose of this scheme is to augment good business culture and encourage loyalty through employees becoming part owners of the company. At the AGM in 2014, we see that many of the shares owned by the employees engage in this. Last year, the board was given a new authorization to acquire shares in the market, and this authorization runs out then at the AGM on 2015. It is proposed that the general meeting gives the board a new authorization to acquire shares in the market in order to continue the company's share saving plan. The proposal for this resolution was distributed with the notice of the meeting. It is shown on the screen, so it will not be read out loud. Are there any comments?

It does not appear that there are, so that it is carried. That brings us to item 18, the authorization to acquire Statoil ASA shares in the market for subsequent annulment. The board requests the annual general meeting for authorization to repurchase up to 75 million own shares in the market, and this is about 2.4% of the company's share capital in accordance with 9-4 of the Public Limited Liability Companies Act. The repurchase of own shares benefit shareholders by the remaining shares representing an increased ownership interest in the company. For a detailed explanation of the background for the motion, see the notice, please. The proposal has also been distributed with the notice of the meeting, and it's being shown on the screen, so it will not be read aloud. Are there any comments to this authorization?

No. That it is then, the resolution is carried. We are just waiting for the results of the votes. This is on items 7, 8, and 9. Before we take a little technical break, we're almost at the end of our agenda. I would like to take this opportunity to, on behalf of the annual general meeting, to say thank you to the Chair of the Board. He's at his 18th AGM. I would say that on the eighth, sorry. I would like to say that you have really done a great job as the Chair of the Board of Directors. At this time, you have shaped a very strong Statoil, especially after the merger with Hydro, when Hydro came into the company. There have been an exciting, very good development trend throughout this period of time.

There's been a very good trend here. We always had a firm hand on the running of the company, very clearly a strategic thinker, and really focused on good operations and not least on health, safety, and the environment. I would like to once again, on behalf of the general meeting, thank you for all of the dedicated efforts you have given us. Later, there will be opportunities to have a closure here, but this will be the last AGM. Thank you. I really appreciate that. Thank you very much for your kind words, both from the CEO and from the Chair of the Corporate Assembly. I'm a few years older than Eldar, but we share one thing in common, and this is a very strong optimism on behalf of this company. It's a strong company. It's a strong organization.

A lot of really good people, a tremendous amount of expertise. I would mention its ability to maneuver in a market that is going to be difficult and demanding, and that market includes the climate changes and the positioning that will follow from that. I'm wishing you the very best of luck, and thank you so much. All right. Just please remain seated. We're just going to check the figures, and we will be ready in just a moment. All right. We have the figures for item 7, 8, 9. I'm going to read the percentages here, and then the numbers of votes we'll see in the minutes that will be released very shortly. When it comes to item 7, there were 99.95% of the votes cast were for the proposal, and that is adopted.

Item eight, 0.93% of the votes were in favor so that proposal was not carried. For item nine, 0.24% of the votes cast were for the proposal so that the proposal was also not carried. As I say, the number of votes will be available in the minutes. Now we have gone through all of the items on the agenda. Would anyone have something on their mind before we conclude? That does not seem to be the case. The meeting is adjourned, and thank you for following along with the webcast.

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