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The Annual General Meeting Of Statoil Asa (Ose:Stl, Nyse:Sto) Will Be Held On 11 May 2016 At 17:00 At Statoil Business Center, Forusbeen 50, 4035 Stavanger, Norway

The following excerpt is from the company's SEC filing.

Notice of the annual general meeting is attached hereto.

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)

To the shareholders of Statoil ASA

NOTICE OF ANNUAL GENERAL MEETING

on 11 May 2016 at 17:00 (CET)

at Statoil Business Center, Forusbeen 50, 4035 Stavanger, Norway

AGENDA

Opening of the annual general meeting by the chair of the corporate assembly (no voting)

Registration of attending shareholders and proxies (no voting)

Election of chair for the meeting

The board of directors p roposes that the general meeting elects the chair of the corporate assembly, Olaug Svarva, as chair of the meeting.

Approval of the notice and the agenda

Election of two persons to co-sign the minutes together with the chair of the meeting

Approval of the annual report and accounts for Statoil ASA and the Statoil group for 2015, including the board of directors’ proposal for distribution of fourth quarter 2015 dividend

The board of directors proposes a fourth quarter 2015 dividend of US dollar ("USD") 0.2201 per share. The fourth quarter 2015 dividend accrues to the shareholders of the company as of 11 May 2016. The shares will be traded ex-dividend on the Oslo Stock Exchange (Oslo Børs) from 12 May 2016. For US ADR (American Depository Receipts) holders, the ex-dividend date will be 12 May 2016.

Shareholders whose shares trade on the Oslo Stock Exchange will receive their dividend in Norwegian kroner ("NOK"). The NOK dividend will be calculated and communicated four business days after the record date in VPS (the Norwegian central security depository), which is 13 May 2016.

The board of directors proposes to the general meeting that the shareholders may choose to receive whole or part of their net dividend in newly issued shares at a discounted price, see

the introduction of a scrip dividend programme in agenda item 8 below.

Proposed resolution:

“The annual accounts and the annual report for 2015 for Statoil ASA and the Statoil group are approved, including group contributions from Statoil ASA to subsidiaries as described in the annual accounts. A fourth quarter 2015 dividend of USD 0.2201 per share is distributed.

As further set out in agenda item 8 below, shareholders may choose to receive their dividend wholly or partially in cash or in newly issued shares.”

If the scrip dividend programme is resolved the expected payment date for cash dividend is on or about 27 June 2016. The expected payment date for dividends in USD to US ADR holders is on or about 29 June 2016.

If the scrip dividend programme is not resolved by the general meeting, the payment of dividend will be made in cash only and will take place earlier than outlined above. The payment date will be communicated in advance.

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Authorisation to distribute dividend based on approved annual accounts for 2015

Statoil has paid quarterly dividend since 2014. The dividend resolutions for the first quarter to the third quarter have been resolved by the board of directors based on an authorisation provided by the general meeting, cf. the Norwegian Public Limited Liability Companies Act section 8-2 second paragraph.

The board of directors proposes that the general meeting provides an authorisation to the board of directors to resolve the payments of quarterly dividends based on the company’s approved annual accounts for 2015. Statoil will announce dividend payments in connection with the respective quarterly results. Payment of the quarterly dividend is expected to take place approximately five months after the announcement of the quarterly results.

As further set out in agenda item 8 below, the board of directors proposes to introduce a two-year scrip dividend programme which will also cover dividend resolved in accordance with the authorisation in this agenda item 7. For the sake of good order, the authorisation to the board of director to distribute dividend in accordance with the authorisation will also be effective if the scrip dividend programme is not resolved by the general meeting.

“The general meeting of Statoil ASA hereby authorises the board of directors to resolve the payments of dividend based on the company’s approved annual accounts for 2015, cf. the Norwegian Public Limited Liability Companies Act section 8-2, second paragraph.

The board of directors shall, when using the authorisation, make its decisions in accordance with the company’s approved dividend policy. The board of directors shall before each decision to approve the payment of dividends consider if the company, after the payment of dividends, will have sufficient equity and liquidity.

The authorisation shall be valid until the next annual general meeting, but not beyond 30 June 2017.”

Approval of a two-year scrip dividend programme

The board of directors considers the dividend policy an important commitment to the company’s shareholders and the dividend policy remains firm. Anchored in the dividend policy, the board of directors propose to introduce a two-year scrip dividend programme commencing from the fourth quarter 2015. The scrip dividend programme offers shareholders the option to receive all or part of the quarterly dividends in cash or in newly issued shares in Statoil. The scrip dividend programme is envisaged to cover all distributions of dividend until and including the third quarter 2017. The scrip dividend programme is expected to strengthen Statoil’s financial robustness in a low price environment. This initiative comes in addition to other measures such as strict financial discipline and significant efficiency improvements. Further, the scrip dividend programme is a tool to strengthen Statoil's financial capacity to invest in profitable projects in a low, volatile and uncertain price environment.

Under the scrip dividend programme, the shareholders may choose to receive the net dividend in either cash or newly issued ordinary shares or ADRs in the case of ADR holders in Statoil. Net dividend means the dividend after deduction of any applicable withholding tax. Shareholders who wish to receive new shares must make a subscription of shares whereby the contribution for the new shares will be settled by way of set-off against the net dividend the shareholders are entitled to. All subscriptions will be rounded down to the nearest whole number of shares. Any part of the net dividend not used for subscription of shares, will be paid in cash. Shareholders who choose to receive all of their net dividend in shares, but whose net dividend does not exceed the subscription price for one share will receive their dividend paid in cash. Shareholders who have not subscribed for dividend shares at the time of expiry of the subscription will be paid the dividend amount the relevant shareholder is entitled to in cash without any action on its part.

The subscription price for each dividend issue shall be determined by the board of directors. The subscription price for the shareholders on the Oslo Stock Exchange shall be equal to the volume-weighted average share price on the Oslo Stock Exchange, with a deduction for a percentage discount determined by the board of directors for each dividend issue. The subscription price for the fourth quarter 2015 shall be set to the volume-weighted average share price on Oslo Stock Exchange of the last two trading days of the subscription period with a deduction for a discount of 5%. The board of directors, at their sole discretion, will for the remaining dividend issues determine the number of trading days to calculate the volume-weighted average share price, notwithstanding that the relevant trading day(s) shall be the last trading day(s) of the subscription period and that the calculation may not include more than five trading days. The discount will be determined at the board of directors’ sole discretion, but for the first quarter to the third quarter 2016 the discount may not exceed 10%. The subscription price for the ADR holders will be equal to the subscription price for the shareholders on Oslo Stock Exchange converted into USD using the Central Bank of Norway's average USD exchange rate over the same days as is included in the calculation of the subscription price.

The subscription of shares shall be made electronically through the VPS' online subscription system available via a link on Statoil's web site. Subscriptions may also be made on a separate subscription form, cf. section 10-7 of the Norwegian Public Limited Liability Companies Act.

As set out above the scrip dividend programme will last for two years. The dividend issues for the fourth quarters of 2015 and 2016 will be resolved by the annual general meeting, while the dividend issues for the three first quarters of 2016 and 2017 will be resolved by the board of directors and based on the authorisations from the annual general meetings in 2016 and 2017 respectively. If the conditions for the scrip dividend programme change, e.g. if the market conditions change considerably or if it turns out that few shareholders choose to receive their dividend in shares instead of cash, the board of directors may, at their sole discretion, resolve to not offer dividend shares for a particular quarter or to cancel the scrip dividend programme.

It is a precondition for the board of directors’ proposal to introduce the scrip dividend programme that Statoil and the Norwegian State represented by the Ministry of Petroleum and Energy (the Ministry), have entered into a two-year agreement whereby the Ministry firstly undertakes to vote in favour of the resolutions in the annual general meetings in 2016 and 2017 to (i) increase the share capital in connection with payment of dividend for fourth quarter 2015 and fourth quarter 2016, (ii) grant the board of directors authorisation to distribute quarterly dividend based on the approved annual accounts for 2015 and 2016 and (iii) grant the board of directors authorisation to increase the share capital in connection with payment of dividend for first quarter to third quarter 2016 and first quarter to third quarter 2017. Secondly, it is a precondition that the Ministry undertakes to participate in the scrip dividend programme. Pursuant to the draft agreement to be entered into with the Ministry prior to the annual general meeting, it is proposed that the Norwegian State shall use the part of its quarterly dividend to subscribe for the number of shares that is required to maintain its ownership interest of 67% in Statoil. Any part of the dividend not used as settlement for new shares by the Norwegian State shall be paid in cash. Reference is made to Proposition to the Norwegian Parliament "Prop. 48 S (2015-2016) Deltakelse i utbytteaksjeprogram og kapitalforhøyelse i Statoil ASA" for further information about the Norwegian State's participation in the scrip dividend programme.

Further information regarding the scrip dividend programme is available at www.statoil.com/agm. There will be published a prospectus pursuant to the provisions in the Norwegian Securities Trading Act...


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