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EQUINOR ASA POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE-BASED COMPENSATION FROM
EXECUTIVE OFFICERS
I. BACKGROUND
recovery or “clawback” of certain Incentive-Based Compensation in the event of a Restatement
(each, as defined below). This Policy is intended to comply with, and will be interpreted to be
consistent with, the requirements of Section 303A.14 of the New York Stock Exchange (“NYSE”)
Listed Company Manual
(the “Listing Standard”). This Policy will be administered by the
Company’s Board of Directors (the “Board”), whose determinations will be final, binding and
conclusive.
II. STATEMENT OF POLICY
Incentive-Based Compensation in the event that the Company is required to prepare an
accounting restatement due to the material noncompliance of the Company with any financial
reporting requirement under applicable securities laws, including any required accounting
restatement to correct an error in previously issued financial statements that is material to the
previously issued financial statements, or that would result in a material misstatement if the error
were corrected in the current period or left uncorrected in the current period (a “Restatement”).
compliance with this Policy except to the extent provided under the section entitled “V.
Exceptions” herein.
III. SCOPE OF POLICY
A.
Covered Persons and Recovery Period.
Compensation received by a person:
●
●
Incentive-Based Compensation,
●
●
is required to prepare a Restatement (the “Recovery Period”).
Based Compensation received on or after October 2, 2023 (the effective date of the Listing
Standard).
in the Company’s fiscal period during which the Financial Reporting Measure (as defined herein)
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specified in the Incentive-Based Compensation award is attained, even if the payment or grant of
the Incentive-Based Compensation occurs after the end of that period.
B.
Transition Period.
In addition to the Recovery Period, this Policy applies to any
transition period (that results from a change in the Company’s fiscal year) within or immediately
following the Recovery Period (a “Transition Period”), provided that a Transition Period between
the last day of the Company’s previous fiscal year end and the first day of the Company’s new
fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based
Compensation under this Policy is not dependent on if or when a Restatement is filed.
C.
Determining Recovery Period.
For purposes of determining the relevant Recovery
Period, the date that the Company is required to prepare the Restatement is the earlier to occur
of:
●
authorized to take such action if Board action is not required, concludes, or reasonably
should have concluded, that the Company is required to prepare a Restatement, and
●
prepare a Restatement.
IV. AMOUNT SUBJECT TO RECOVERY
Recoverable Amount.
The amount of Incentive-Based Compensation subject to
recovery under this Policy is the amount of Incentive-Based Compensation received that
exceeds the amount of Incentive-Based Compensation that otherwise would have been received
had it been determined based on the restated amounts, computed without regard to any taxes
paid.
B.
Covered Compensation Based on the Company’s Common Share Price or TSR.
For Incentive-Based Compensation based on the price of the Company’s common shares or total
shareholder return (“TSR”), where the amount of erroneously awarded Incentive-Based
Compensation is not subject to mathematical recalculation directly from the information in a
Restatement, the recoverable amount shall be based on a reasonable estimate of the effect of
the Restatement on the share price or TSR upon which the Incentive-Based Compensation was
received. In such event, the Company shall maintain documentation of the determination of that
reasonable estimate and provide such documentation to the NYSE.
V. EXCEPTIONS
compliance with this Policy except to the extent that the conditions set out below are met and the
Board has made a determination that recovery would be impracticable:
Direct Expense Exceeds Recoverable Amount.
The direct expense paid to a third
party to assist in enforcing this Policy would exceed the amount to be recovered; provided,
however, that before concluding it would be impracticable to recover any amount of erroneously
awarded Incentive-Based Compensation based on the anticipated expense of enforcement, the
Company shall make a reasonable attempt to recover such erroneously awarded Incentive-
Based Compensation, document such reasonable attempt(s) to recover, and provide that
documentation to the NYSE.
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Violation of Home Country Law.
Recovery would violate applicable Norwegian law
where that law was adopted prior to November 28, 2022; provided, however, that before
concluding it would be impracticable to recover any amount of erroneously awarded Incentive-
Based Compensation based on violation of Norwegian law, the Company shall obtain an opinion
of Norwegian counsel, acceptable to the NYSE, that recovery would result in such a violation,
and shall provide such opinion to NYSE.
Recovery from Certain Tax-Qualified Retirement Plans
.
Recovery would likely
cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to
employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C.
411(a) and regulations thereunder.
VI. PROHIBITION AGAINST INDEMNIFICATION
against the loss of erroneously awarded Incentive-Based Compensation.
VII. DISCLOSURE
accordance with the requirements of all the U.S. federal securities laws, including the disclosure
required to be included in applicable Securities and Exchange Commission (“SEC”) filings.
VIII. DEFINITIONS
Unless the context otherwise requires, the following definitions apply for purposes of this
Policy:
the Company’s president, principal financial officer, principal
accounting officer (which may be the same individual as principal financial officer, but if there is
no such accounting officer, the controller), any vice-president of the Company in charge of a
principal business unit, division, or function (such as sales, administration, or finance), any other
officer who performs a policy-making function, or any other person who performs similar
policymaking functions for the Company. Executive officers of the Company’s subsidiaries are
deemed Executive Officers of the Company if they perform such policy making functions for the
Company. Policy-making function is not intended to include policymaking functions that are not
significant. Identification of an Executive Officer for purposes of this Policy will include at a
minimum executive officers identified pursuant to 17 CFR 229.401(b).
determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements, and any measures that are derived wholly or in part from such
measures, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented
within the Company’s financial statements or included in a filing with the SEC.
means any compensation that is granted, earned, or
vested based wholly or in part upon the attainment of a Financial Reporting Measure.
IX. AMENDMENT; TERMINATION
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time, in each case in its sole discretion.
X. EFFECTIVENESS; OTHER RECOUPMENT RIGHTS
This Policy shall be effective as of December 1, 2023. Any right of recoupment under this
Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be
available to the Company and its subsidiaries and affiliates under applicable law or pursuant to
the terms of any similar policy or similar provision in any employment agreement, equity award
agreement or similar agreement.