Equinor

The role of the administrative, management and supervisory bodies

Our corporate governance framework and processes are formed to promote transparency and accountability in decision-making and day-to-day operations. Good corporate governance is a prerequisite for a sound and sustainable company and to ensure that we run our business in a justifiable and profitable manner for the benefit of employees, shareholders, partners, customers and society.

Governing bodies

The board of directors (BoD) has the overriding responsibility for supervising Equinor's management and operations and establishing control systems. The work of the BoD is based on its rules of procedures and applicable legislation describing its responsibility, duties and administrative procedures. This includes a duty to decide the company's strategy, ensure adequate control of the company's overall risk management and to appoint the chief executive officer (CEO).

The BoD shall consist of nine to eleven board members and as of 31 December 2024 had eleven members of which eight were shareholder representatives (73 percent) and three were employee representatives (27 percent). Of the board members, seven are men, four are women and four are non-Norwegians resident outside of Norway. Hence, the BoD consists of 36 percent women and 64 percent men.

Board sub-committees

The audit committee (BAC) acts as a preparatory body for the BoD in connection with risk management, internal control and financial and sustainability reporting. The BAC assists the BoD in exercising its oversight responsibilities in relation to: • The financial reporting process and the integrity of the financial statements • The sustainability reporting process and the integrity of the sustainability reporting • The company's internal control, internal audit and risk management systems and practices including the enterprise risk management framework • The election of and qualifications, independence and oversight of the work of the external auditors • Business integrity, including handling of complaints and reports

The safety, sustainability, and ethics committee (SSEC) acts as a preparatory body for the BoD in connection with reviewing the practices and performance of the company, primarily regarding safety, security, ethics, sustainability and climate.

The compensation and executive development committee (BCC) acts as a preparatory body for the BoD and assists in matters relating to management compensation and leadership development.

Management structure

The president and chief executive officer (CEO) has overall responsibility for day-to-day operations in Equinor. The CEO appoints the corporate executive committee (CEC) which considers proposals for strategy, risk appetite, goals, financial statements, as well as important investments prior to submission to the BoD.

The CEC consists of twelve executives of which eight are men and four are women and one is non-Norwegian resident in Norway. Hence, the CEC consists of 33 percent women and 67 percent men.

Board activities and oversight

The BoD has adopted an annual plan for its work which includes recurring items: safety, security, corporate strategy, business plans and targets, quarterly and annual results, annual reporting, ethics and compliance, sustainability, management's performance reporting, management leadership assessment and compensation and succession planning, project status review, people and organisation strategy and priorities.

There are dedicated risk sessions with the BoD and CEO at least twice a year to discuss current risk outlook and risk adjusting actions. The BoD discussed the energy transition in all ordinary board meetings either as integral parts of strategy and investment discussions or as separate topics.

The BoD has eight regular meetings per year and extraordinary meetings when needed. In 2024 the BoD had a total of 14 meetings.

Board competence and development

The BoD considers themselves to be a competent governing body with respect to the expertise, capacity and diversity appropriate to attend to the company's strategy, goals, financial and sustainability matters, main challenges, and the common interest of all shareholders.

The BoD continuously develops its knowledge and competence and among others had sessions in the following topics in 2024: • Energy Perspectives and the evolving external context – geopolitics, policy and energy • Sustainability reporting - trends and implications for energy companies • Deep-dive on EU Corporate Sustainability Reporting Directive and implications for Equinor • The energy transition in a geopolitical and a financial context • Strategy and future value creation

Integration of sustainability-related performance in incentive schemes

Executive remuneration policy

The executive remuneration policy which was approved by the 2023 annual general meeting serves as the basis for the 2024 remuneration report. The policy is designed to contribute to attracting and retaining executives and motivating them to drive the success of the company. A key principle for Equinor's remuneration policy is moderation. The reward should be competitive, but not market-leading, and aligned with the markets that the company recruits from, maintaining an overall sustainable cost level.

Equinor places a strong focus on fostering alignment between the interests of its executive management and those of its owners and other stakeholders. Variable remuneration is aimed at driving performance in line with the company's strategy and securing long-term commitment and retention with the company.

The receipt of variable remuneration depends on individual and company performance and is subject to a holding period requirement for some elements. Performance-based variable remuneration was capped in accordance with the relevant Norwegian state guidelines.

Performance measurement framework

In Equinor, how we deliver is as important as what we deliver, and KPIs and behaviour goals applicable for an executive are therefore weighted equally when setting the individual bonus level. One of the common KPIs used to decide the annual variable pay (bonus) component of variable pay for all executives is "Upstream CO₂ intensity: <= 7 kg/boe".

In the behaviour part of the performance assessment there is a common goal to transform own organisation to deliver on our purpose and become a leading company in the energy transition.

Remuneration of the board of directors

The remuneration of the BoD is decided by the corporate assembly annually, following a recommendation from the nomination committee. Remuneration for board members is not linked to performance, and board members do not receive any shares or similar as part of their remuneration. The board members receive an annual fixed fee.

Risk management and internal controls over sustainability reporting

Enterprise risk management framework

Enterprise risk management (ERM) relates to managing uncertainties so that we can deliver Equinor's purpose in line with our core values. Risk, which refers to both threats and opportunities, is considered through strategy selection and managed through execution in order to deliver the strategic pillars and objectives throughout the company. On behalf of the Board, the BAC oversees and reviews the effectiveness of the corporate ERM framework.

Equinor's ERM framework is integrated across all our activities with a focus on creating value whilst avoiding unwanted incidents. We assess risks in short-, medium- and long-term perspectives, including strategic and emerging risks that can impact achievement of our corporate objectives.

Risk management process

Equinor's risk management process is based on ISO 31000: Risk Management and seeks to ensure that risks are identified, analysed, evaluated, and appropriately managed. Our standardised approach enables consistent risk-informed decisions and risk response that supports delivering value in a sustainable frame.

Risks from across the company are integrated into the company's management information system, where they are linked with Equinor's strategic, objectives and KPIs. This information tool is used to capture risks, to follow up risk- adjusting actions and related assurance activities, and supports a risk-based approach in the context of a three line model.

Risk oversight and management

Everyone has a role related to risk management, whether at executive level, line managers, employees or in collaboration with stakeholders and suppliers. As a general principle, risks are managed in the business line as an integral part of employee and manager tasks at all levels.

The CEO and the BAC maintain oversight of the risk management framework, risk processes, top enterprise risks and the development of corporate risk picture throughout the year. Top enterprise risks are the risks and uncertainties currently of most concern to the CEC in delivering company objectives.

Sustainability-related risk management

Climate and other material sustainability-related factors are integral aspects of our strategy and planning decisions, and we seek to be open around our approach through our Energy transition plan and use of recognised reporting methodologies.

As part of continuous improvement through 2024, Equinor has progressed activities to strengthen our ERM practices, including increased focus on follow-up and assurance of risk response effectiveness, and progressing the corporate risk appetite framework. Through 2025, we will also continue to refine our approach to sustainability-related financial risks and use of dual materiality good practices.

Internal control systems

Equinor manages risks related to external reporting through early consideration of future reporting requirements, cross-functional collaboration and implementation of established internal control systems with assigned roles, responsibilities and third-party review.

A comprehensive set of performance indicators and monitoring reports are made available to all employees in Equinor's management information system. Performance indicators are reported on a regular basis from operational levels to governing bodies, ensuring transparency in risk management.

Strategy, business model and value chain

Our purpose and ambition

We are an international broad energy company founded in 1972 and headquartered in Stavanger, Norway. Our portfolio encompasses oil and gas, renewables and low carbon solutions.

Our purpose: Energy for people. Progress for society. Searching for better.

Our ambition: To be a leading company in the energy transition.

Our values: Open. Courageous. Collaborative. Caring.

What we deliver

Oil and gas We produce around two million barrels of oil equivalent daily, where two-thirds of our equity production comes from the Norwegian continental shelf (NCS) and plays a vital role in Europe's energy security. We expect substantial value creation from the NCS in the years to come, and the shelf is also our testing ground for new technologies for energy efficiency, higher recovery rates, and emissions reductions.

Outside Norway, we produce oil and gas in countries including the US, UK, Angola, Algeria and Brazil, while building a next generation portfolio focused on growing cash flow, creating optionality for portfolio longevity and reducing emissions.

Renewable energy We are developing some of the world's largest offshore wind farms, located in Europe and the US, and we already supply more than one million European homes with renewable power. Our share of renewable power generation in 2024 was 2.93 TWh.

We have expanded into onshore renewables, with solar plants and onshore wind in Poland and Brazil, and are building positions in onshore renewable and energy storage in the UK, US, and Denmark.

Refining, processing and marketing We refine and sell crude oil and natural gas for export as petrol, diesel, gas and heating oil to continental Europe, the UK, North America, Asia and Africa, including the Norwegian state's share of production from the NCS.

Danske Commodities is a leading tech-driven energy trading house wholly owned by Equinor, trading power, gas and certificates across 40 markets worldwide, connecting producers and large-scale consumers to wholesale markets.

Carbon capture & storage (CCS) We are a leading CCS developer and will operate the world's first commercial cross-border CCS transport and storage facility, Northern Lights, which opened in Norway in 2024.

We have nearly 30 years' experience with successful CCS in Norway and aim to develop more projects on the NCS as we pursue new business models for commercial CCS.

Our global presence

Equinor has offices in more than 20 countries, and around 25,000 employees. We are operator of assets in Brazil, Norway, UK, USA, and Poland across exploration, development & production, renewables, marketing & trading, refining & processing, and low carbon activities.

Our strategic beliefs

The world's energy systems are in transition to meet the challenge of climate change. Our strategic beliefs stand firm in an increasingly complex and uncertain world:

Creating value through the energy transition Fast, structural changes can create new localised business models and offer new ways for consumers to access energy. Oil and gas will stay in our long-term energy mix, but only the most robust upstream projects can be expected to be developed, and carbon considerations will continue to influence all our portfolio choices.

Net-zero ambition gives rise to new industry opportunities Climate change in combination with energy security and affordability are main concerns for governments, societies and investors. As policy and regulations shape energy markets, the social licence to operate and the ability to run a profitable business will be closely tied to how companies act on their net-zero ambitions.

Technological excellence and innovation will define winners As the magnitude and speed of change intensify, technology, digitisation and innovation will be key enablers. New ways of working will evolve. We will continue to build on our existing competence and experience and develop capabilities in new areas.

Emerging market dynamics put margins under pressure Worldwide energy demand is expected to grow in the short to medium term. However, an abundance of energy from intermittent sources such as wind and solar could lead to increased volatility in energy prices, exposing the industry to new competition and increasing the pressure on margins.

Our strategic pillars

Always safe • Safeguarding our people • Protecting our assets and the environment • Committed to a just transition

High value • Competitive at all times • Value creation through the transition

Low carbon • Reducing our own emissions • Investing in lower carbon solutions for society • Industrialisation of renewables and low carbon

Strategic focus areas

Optimised oil and gas portfolio We expect our oil and gas portfolio to continue to provide strong cash flow for many years. Equinor will pursue activities where we have the competence, experience, scale, and an overall competitive advantage to secure a leadership position.

High-value growth in renewables We are focusing on high-value growth in renewables, both onshore and offshore, and take a long-term view of their potential to meet growing electricity demand.

New market opportunities in low-carbon solutions We are actively contributing to maturing CCS and hydrogen markets, aiming for 30-50 mtpa of CO2 transport and storage.

Material impacts, risks and opportunities and their interaction with strategy and business model

The energy trilemma

Equinor's strategic beliefs stand firm in an increasingly complex and uncertain world. We are committed to creating value in the energy systems of today, during the energy transition, and in a low-carbon future.

Energy is essential to the fabric of modern society, and our business is directly affected by geopolitical tensions and shifts around the world. We see that countries, regions and industries seeking to address security of supply and cost of energy whilst delivering progress on the energy transition face growing challenges and uncertainties.

The energy trilemma of delivering secure, affordable and lower carbon energy to society will require policymakers and industry to work together to reconcile these objectives in the shorter and longer term.

Key global trends affecting our business

A challenging geopolitical situation We have witnessed greater focus on energy security in the turbulent geopolitical environment following military conflicts and increased tensions between superpowers. These events can have significant and unexpected impacts on global trade and the energy industry, and are affecting renewables as well as oil and gas due to the complex interplay of supply chain disruptions, regulatory shifts, and increased pressure on energy security.

Climate change 2024 was the hottest year on record, surpassing previous highs, with significant temperature anomalies and extreme weather events such as heatwaves, hurricanes and wildfires, highlighting the need for comprehensive action to mitigate climate change.

A need for stable decarbonisation policies and commercial frameworks Although the energy transition generates new business opportunities, the supporting policies and frameworks needed to drive large scale investment are lagging in many countries and regions. Choosing where to invest and how fast to transition therefore poses significant strategic and financial risks which must be balanced with needs for financial stability, resilience, and value creation for shareholders.

Growth in renewables, but significant challenges The transition to renewable energy is accelerating in many countries, driven partially by the need to meet growing power demand without increasing imports. Although this presents business opportunities for energy companies, rising costs fuelled by inflation, financing and supply chain issues have affected the renewables sector in general, and offshore wind in particular.

An acute cost-of-living crisis could have broad fallout High general inflation and a cost of living crisis have made energy affordability a key concern, with the potential for social unrest and policy backtracking on decarbonisation ambitions or political interventions that could increase uncertainties.

Our transition ambitions

Our strategic direction remains firm, with a value driven plan for execution. We demonstrate how we create value, cut emissions and develop energy solutions to strengthen our competitiveness and resilience.

Emissions reductions Our ambition is a 50% net reduction in operated (scope 1+2) emissions by 2030 compared to 2015 levels.

Renewables installed capacity Our ambition for growth within renewables is a capacity of 10-12 GW by 2030, including capacity derived from financial investments and shareholdings.

CO2 transport and storage capacity Our ambition is to store 30–50 million tonnes of CO2 per year by 2035.

Net zero Our ambition is to reduce the net carbon intensity of the energy we provide by 15–20% by 2030, and by 30-40% by 2035 compared to 2019 levels, on our way to net zero by 2050.

Risk management integration with strategy

Flexibility in our strategy combined with effective risk management practices enables us to adapt to the changing context and emerging transition pathways. Our current most material enterprise risks cover strategic, operational and financial perspectives and have executive ownership for follow-up, including implementation and effectiveness of risk response. Areas of particular risk oversight currently relate to progress on net-zero emissions, renewable and low-carbon value creation, political and regulatory frameworks, human rights, major accidents, IT and cyber security, and cost inflation.

Disclosure requirements in ESRS covered by the undertaking's sustainability statement

Our sustainability statement is prepared and presented in accordance with the Norwegian Accounting Act, including implementation of the Corporate Sustainability Reporting Directive (CSRD), and compliance with the European Sustainability Reporting Standards (ESRS) and Article 8 of EU Regulation 2020/852 (the "Taxonomy Regulation").

The sustainability statement (chapter 3) includes: • 3.1 General disclosures • 3.2 Environment (E1 - Climate change, E2 - Pollution, E4 - Biodiversity and ecosystems, E5 - Resource use and circular economy) • 3.3 Social (S1 - Own workforce, S2 - Workers in the value chain, S3 - Affected communities, EQN - Health and safety) • 3.4 Governance (G1 - Business conduct, EQN - Security) • 3.5 ESRS index

This report should be read in conjunction with other 2024 reporting published on www.equinor.com/reports including ESRS index.

Materiality, as used in the context of sustainability, is distinct from, and should not be confused with, such terms as defined for U.S. Securities and Exchange Commission (SEC) reporting purposes. Any issues or topics identified as material for purposes of sustainability in this document, including the materiality assessment undertaken by Equinor based on European Sustainability Reporting Standards, are therefore not necessarily material as defined for SEC reporting purposes.

E5-4 Resource inflows

Overview

Our operations depend on a diverse range of resource inputs, essential for our day-to-day functions. We are conscious of the environmental impacts tied to resource extraction and processing, including energy use, habitat disruption, and pollution. Committed to sustainability, we strive to innovate and adopt practices that reduce our environmental footprint, enhance resource efficiency, and support ecosystem preservation.

In 2024, we concentrated our reporting on steel products which was identified as material in our double materiality assessment. Our inflow of steel products is significant in volume and essential for the functionality and expansion of our oil and gas infrastructure, as well as our growing portfolio in renewables.

Material use

Methodology and data quality notes

Given the high recyclability of steel, it is probable that a notable portion of our reported steel inflows contain recycled content. However, due to a lack of detailed data, we have conservatively reported zero recycled content this year. This precaution also extends to reused content; despite the fact that reused steel represents a share of our steel inflows. We are committed to improving data collection in the future to better understand the amount of recycled and reused content in our resource inflows. The materiality of resource inflows will be refined in future disclosures to align with circular economy principles and provide greater transparency on resource usage and their environmental impact.

The data on amount of steel products is reported based on an operational control and calculated using a combination of direct measurements and estimations. The figures include low- and high-alloyed steel from projects and operations. The applied methodology draws on procurement records for accurate data, and supplements with estimates that are considered reliable as they also serve as the foundation for CAPEX calculations. Double counting is avoided through dialogue between data providers to ensure coordination across.

Key judgements and estimation uncertainty

Additional information about key sources of estimation uncertainty is provided in section E5 circular economy, including that parts of data related to resource inflows are based on estimates.

Resource outflows

Equinor has set ambitions within its renewable portfolio that encourage reduced use of virgin materials and avoid sending blades to landfill. In 2024, the dismantling and recycling of the 22,767 tonne Veslefrikk B was completed. 96% of the platform's weight was either recycled, reused or recovered.

The company's resource outflows primarily relate to decommissioning activities. Wastewater and drill waste from oil and gas operations constitute negative actual impacts from resource outflows.

For the reporting of impacts, risks and opportunities (IRO), the scope is extended to consider the direct and indirect business relationships in the upstream and downstream value chain. However, specific quantitative targets or percentages for recyclability across products and services are not comprehensively disclosed in this section.

Waste

Equinor initiated an integrated waste management project in 2024 to ensure a comprehensive waste management approach across its activities. The company has established a framework of guiding principles on circular economy practices.

Waste from operations

Parts of data related to resource inflows are based on estimates. The company monitors waste generated in operations as part of Scope 3 Category 5 calculations.

Decommissioning waste

A key achievement in 2024 was the completion of dismantling and recycling of the Veslefrikk B platform (22,767 tonnes). 96% of the platform's weight was either recycled, reused or recovered.

Material impacts

Waste sent to landfill from decommissioning of Equinor's infrastructure is identified as a negative actual impact under resource outflows.

Wastewater and drill waste from oil and gas operations are also identified as negative actual impacts.

Scope 3 Category 5

Emissions from waste generated in operations are calculated based on actual waste data from Equinor operated activities, applying relevant emission factors determined by waste categories and treatment methods.

The company's approach to waste management follows the mitigation hierarchy and applies best available techniques (BAT) throughout project development, construction and operations.