Access to the information and documents contained in this section of the website is restricted for legal and regulatory reasons.
You are requested to carefully read the information below, in particular the information relating to the jurisdictions in which you are located in, or resident of, and provide the confirmation at the bottom of this page in order to access the information and documents contained in this section of the website.
Shareholders of Statoil ASA (the “Company”) as of expiry of 17 February 2017 for shareholders of American Depositary Receipts on New York Stock Exhange and 21 February 2017 for shareholdes on Oslo Børs, as registered with Deutsche Bank Trust Company Americas as the depositary for the ADR program and the Company’s shareholder register with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) as of expiry of 23 February 2017, (the “Existing Shareholders”) who are located in, or resident of, Norway, Denmark, Sweden, the United States, the United Kingdom, the Netherlands, Australia, Singapore, Hong Kong, Cayman Island, Bermuda, Guernsey, Jersey and the Faroe Islands are considered eligible to receive newly issued shares of the Company (the “Dividend Shares”) under the scrip dividend program (the “Dividend Issue”). Distribution of Dividend Shares to Existing Shareholders located in, or resident of, countries other than the above listed countries, may be affected by the laws of the relevant jurisdiction. In particular, the Dividend Shares will not be registered under applicable securities laws of any state, province, territory, county or jurisdiction of Canada, Japan, Austria, Poland, Estonia and Iceland, and, unless an exemption under the relevant securities law is applicable, Dividend Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into in such jurisdictions or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. Existing Shareholders in European Economic Area jurisdictions (other than Norway, Sweden, Denmark, the Netherlands and the United Kingdom) are eligible to receive Dividend Shares only to the extent exemptions from the obligation to publish and register a prospectus apply. A description of certain restrictions in relation to the subscription of Dividend Shares in certain jurisdictions is set out below. If you are in any doubt about any of the contents of these restrictions, or whether any of these restrictions apply to you, you should obtain independent professional advice.
Receipt of any information and documents contained in this section of the website shall not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, in those circumstances, any information or document is for information only and should not be copied or redistributed. Except as otherwise noted and subject to certain exceptions: (i) the Dividend Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into, any jurisdiction in which it would not be permissible to offer the Dividend Shares; and (ii) information and documents contained in this section of the website should not be accessed by any person in any jurisdiction in which it would not be permissible to distribute the Dividend Shares.
The offer of the Dividend Shares in Norway, Denmark and Sweden is being made pursuant to section 7-4 (1) no. 7 of the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the "Norwegian Securities Trading Act"), section 14 (1), no. 4 of the Danish Executive Order no. 1257 of 6 November 2015 (the “Danish Executive Order on Prospectuses”) and Chapter 2 Section 5 paragraph 5 of the Swedish Financial Instruments Trading Act (1991:980) (the "Swedish Financial Instruments Trading Act"), respectively, which implements Article 4(1)(d) of the Prospectus Directive (as defined below) in Norway, Denmark and Sweden, respectively, and which provides that the obligation to publish a Prospectus Directive-compliant prospectus shall not apply to dividends paid out to existing shareholders in the form of shares of the same class, provided that a document is made available containing information on share class, the number and nature of the shares and the background for and conditions for the offer. The document containing information on the number and nature of the shares and the reasons for and details of the offer is not a prospectus within the meaning of the Norwegian Securities Trading Act, the Danish Executive Order on Prospectuses, the Danish Securities Trading Act (Consolidated Act no. 1530 of 2 December 2015, as amended), the Swedish Financial Instruments Trading Act or within the meaning of the Prospectus Directive, and has not been, and will not be, filed or reviewed by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet), Danish Financial Supervisory Authority, the Swedish Financial Supervisory Authority or any other competent authority.
The offer of the Dividend Shares in the United Kingdom is being made pursuant to Rule 1.2.2(4) of the Prospectus Rules published by the UK Financial Conduct Authority (the “FCA”) under Part VI of UK Financial Services and Markets Act 2000 (the “FSMA”), which implements Article 4(1)(d) of the Prospectus Directive (as defined below) in the United Kingdom and which provides that the obligation to publish a Prospectus Directive-compliant prospectus shall not apply to dividends paid out to Existing Shareholders in the form of shares provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer. The document containing information on the number and nature of the shares and the reasons for and details of the offer is not a prospectus within the meaning of section 85 of the FSMA or within the meaning of the Prospectus Directive and has not been, and will not be, filed or reviewed by the FCA, the United Kingdom Listing Authority or any other competent authority and the Company does not intend to publish a prospectus for use in the United Kingdom. The information and documents contained in this section of the website may only be accessed in or from the United Kingdom by (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and/or (ii) persons to whom it may lawfully be communicated in accordance with Article 43 of the Order (all such persons together being referred to as “Relevant Persons”). The information and documents contained in this section of the website are being made available to and directed only at Relevant Persons and any investment or investment activity covered is available only to or will be engaged only with Relevant Persons.
The offer of the Dividend Shares are being made in accordance with section 5:3 paragraph 2 under d of the Dutch Act on Financial Supervision (Wet op het financieel toezicht), which implement Article 4(1)(d) of the Prospectus Directive (as defined below), and which provides that the obligation to publish an approved prospectus shall not apply to dividends paid out to existing shareholders in the form of shares of the same class, provided that a document is made available containing information on share class, the number and nature of the shares and the background for and conditions for the offer. No approved prospectus within the meaning of the Prospectus Directive will be made generally available in connection with the offer of Dividend Shares.
In relation to each member state (each, a “Relevant Member State”) of the European Economic Area (“EEA”) which has implemented the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (and amendments thereto) regarding information contained in prospectuses (the “Prospectus Directive”), no Dividend Shares have been offered or will be offered to the public in that Relevant Member State, except in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if they are implemented in that Relevant Member State: (i) to legal entities which are qualified investors as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Dividend Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purpose of the expression ‘an offer of shares to the public’ in relation to any Dividend Shares in any Relevant Member State means a communication to persons in any form and by any means of sufficient information on the terms of the offer and the Dividend Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Dividend Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.
The information and documents contained in this section of the website do not constitute a Prospectus Directive-compliant prospectus in accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz (“WpPG”)) and does therefore not allow any public offering in the Federal Republic of Germany (“Germany”) or via passporting pursuant to Section 17 and Section 18 WpPG, in any other Relevant Member State. No action has been or will be taken in Germany that would permit a public offering of the Dividend Shares, or distribution of a prospectus or any other offering material relating to the Dividend Shares. In particular, no prospectus (Prospekt) within the meaning of the WpPG or any other applicable laws in Germany, has been or will be published in Germany, nor has a prospectus or any document contained in this section of the website been filed with or approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) for publication in Germany. Therefore, in Germany, the offer of Dividend Shares is addressed solely to Existing Shareholders who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 no. 6 WpPG in reliance on the exemption from the obligation to publish a prospectus under Section 3 para. 2 sentence 1 no. 1 WpPG in connection with Section 2 no. 6 WpPG ("Qualified Investor”) and the Dividend Shares may not be, and are not, publicly offered. In Germany, any document contained in this section of the website and any other document relating to the Dividend Shares, including any information contained therein, may not be forwarded or distributed to the public or to non-qualified investors (nicht qualifizierte Anleger) and may not be used in connection with any offer for subscription or sale of the Dividend Shares to the public or to non-qualified investors. The information and documents contained in this section of the website and any other document relating to the Dividend Shares are strictly confidential and may not be distributed to any other person or entity. If you are located in, or resident of, Germany, by clicking below, you confirm that you are a Qualified Investor within the meaning of Section 2 no. 6 WpPG. You further confirm, if you are acting as a fiduciary or agent for one or more investor accounts: (a) each such account is a Qualified Investor, (b) you have investment discretion with respect to each account, and (c) you have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.
The Dividend Shares may not be offered or subscribed or caused to be offered or subscribed, directly or indirectly, to the public in France. Neither any documents contained in this section of the website, which have not been submitted to the clearance procedure of the French Autorité des marchés financiers (the “AMF”), nor notified to the AMF by a competent authority of another Relevant Member State of the EEA that has approved it in order to benefit from the passport procedure provided for in the Prospectus Directive as implemented in France and in the Relevant Member State, nor any other offering material or information contained therein relating to the Dividend Shares, may be released, issued or distributed or caused to be released, issued or distributed, directly or indirectly, to the public in France, or used in connection with any offer for subscription, exchange or sale of the Dividend Shares to the public in France. Any such offers and distributions may be made in France only to Existing Shareholders who are (i) qualified investors (investisseurs qualifiés) acting for their own account, and/or to (ii) fewer than 150 natural or legal persons (other than qualified investors) acting for their own account, all as defined in, and in accordance with, Articles L.411-2, II and D.411-1, D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier. In the event that the Dividend Shares subscribed by investors listed above are offered or resold, directly or indirectly, to the public in France, the conditions relating to public offers set forth in Articles L.411-1, L.411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code monétaire et financier must be complied with. Investors in France and persons into whose possession offering materials come must inform themselves about, and observe any such restrictions.
The Dividend Shares may not be offered, sold or advertised, directly or indirectly, in or from Switzerland, other than to any person who has confirmed to be an Existing Shareholder in circumstances which do not constitute a public offer or require the publication of a prospectus (as defined below) pursuant to applicable Swiss law and regulations. Neither the information and documents contained in this section of the website nor any other offering or marketing material relating to the Dividend Issue constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd., and neither any documents contained in this section of the website nor any other offering or marketing material relating to the Dividend Issue may be publicly distributed or otherwise made publicly available in Switzerland.
The offer of Dividend Shares by the Company is made only to and directed at, and the Dividend Shares are only available to, persons in Singapore who are Existing Shareholders, i.e. existing holders of the Shares previously issued by the Company. None of the documents contained in this section of the website has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, any documents contained in this section of the website and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Dividend Shares may not be circulated or distributed, nor may the Dividend Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to existing holders of Shares pursuant to Section 273(1)(cd)(i) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) or (ii) pursuant to, and in accordance with the conditions of, an exemption under any provision of Subdivision (4) of Division 1 of Part XIII of the SFA, other than an exemption in Section 280 of the SFA.
The contents of the documents contained in this section of the website have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. The documents contained in this section of the website neither constitute a “prospectus” (as defined in section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong), nor is it an advertisement, invitation or document containing an advertisement or invitation falling within the meaning of section 103 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). The Dividend Shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance or an invitation to the public within the meaning of the Securities and Futures Ordinance, or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. No advertisement, invitation or document relating to these Dividend Shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance and any rules made thereunder. The information and documents contained in this section of the website are strictly confidential to the person to whom it is addressed and must not be distributed, published, reproduced or disclosed (in whole or in part) by you to any other person in Hong Kong or used for any purpose in Hong Kong other than in connection with your consideration of the offer.
By clicking the “ACCEPT” button below you confirm (i) that you are an Existing Shareholders of the Company; (ii) your acknowledgment and acceptance of the restrictions above, including the specific restrictions relating to the jurisdiction in which you are located in, or resident of; and (iii) that you are not located in, or resident of, Canada, Japan, Iceland, Poland, Austria, Estonia or any other jurisdiction in which the subscription of Dividend Shares would be unlawful and that you agree not transmit or otherwise send any materials contained in this website to any person in any such country.