. Company ownership
The Company is approximately 71% owned by the State of Norway. As at 31 December 2024, the largest shareholder
on the company’s share register was the Government of Norway, with 67% of the shares on issue, with that
shareholding managed by the Norwegian Ministry of Trade, Industry and Fisheries. The Company’s second largest
shareholder was listed as Folketrygdfondet, the state-owned asset manager that manages funds on behalf of the
Government Pension Fund of Norway, with a 4% holding.1
2. Majority shareholder expectations
Given the Company’s ownership structure, formal public statements by the majority shareholder are highly relevant to
minority shareholders. At the Company’s 2023 Annual General Meeting, the chair of the meeting read a formal
statement from the Ministry of Trade, Industry and Fisheries. The co-filing shareholders emphasise the following
extract from that statement: The state expects ... that:...
ii) The company sets targets and implements measures to reduce greenhouse gas emissions in both the short and
long term in line with the Paris Agreement…2 (Majority Shareholder Expectations)
The Majority Shareholder Expectations are a powerful signal to minority shareholders that could reasonably be
expected to inform the Company’s strategic direction. No change to this formal statement has since been expressed
by the majority shareholder.
3. Company plans appear materially inconsistent with Majority Shareholder Expectations
The co-filing shareholders have made the request set out in the resolution because the Company’s plans, in particular
its focus on upstream oil and gas exploration and expansion, appear to be materially inconsistent with the Majority
Shareholder Expectation that it “sets targets and implements measures to reduce greenhouse gas emissions in both
the short and long term in line with the Paris Agreement.”
The goals of the Paris Agreement, to which the majority shareholder is a signatory, require “holding the increase in the
global average temperature to well below 2°C above pre-industrial levels and pursuing efforts to limit the
temperature increase to 1.5°C above pre-industrial levels”3
.Sanctioned oil and gas projects, globally, are forecast to emit 465 GtCO2 of emissions.4 As at January 2025, the
remaining carbon budget (RCB) for limiting global temperature increase to 1.5°C was approximately 171 GtCO2,
5
and
the RCB for “holding the increase in the global average temperature to well below 2°C” was approximately 430
GtCO2.
5,6 It is accepted that emissions from other sectors such as steel, electricity, cement or land use will take up
some of the remaining budget. As such, there is no room for new oil and gas developments in remaining in carbon
budgets “in line with the Paris Agreement”.7

Considering the Company’s material expansion plans, the co-filing shareholders therefore seek clarification on how
the company assesses the consistency of those plans with the Majority Shareholder Expectations, and the carbon
budget assumptions used to inform those assessments.
4. International upstream oil and gas growth strategy appears inconsistent with Majority Shareholder
Expectations and does not generate acceptable returns
The long-lead times associated with the Company’s international upstream oil and gas segment point to additional
inconsistencies of its growth strategy in this segment with the Majority Shareholder Expectations.
ACCR analysis of Rystad data shows that, in the international segment, the Company has historically taken 18 years on
average to reach first production from the time of discovery of an oil and gas resource.8

The International Energy Agency (IEA) concluded that there is no need for new long-lead time upstream oil and gas
projects under its only Paris-aligned scenario, the Net Zero Emission by 2050 scenario.9
However, a key pillar of the Company’s strategy has been the rapid growth of the international oil and gas business.
This was affirmed at the recent Capital Markets Update with increased international production targets to >950
kboe/d by 2030, a 40% increase on 2024 production levels.
Chart 1: The Company’s international oil and gas production has increased tenfold since IPO, with plans for a
further 40% increase by 2030These growth ambitions include numerous large-scale international projects forecast to come on stream over the
next 10 years, such as Bacalhau, Rosebank phase 1, Flemish Pass BdN and Roncador.10 These project expansions
appear to continue a strategy that is inconsistent with the Majority Shareholder Expectations.
The international oil and gas growth strategy has also delivered inadequate returns to shareholders. This appears in
conflict with the majority shareholder’s goal, as owner, which is “the highest possible return over time in a sustainable
manner.”11
The Company’s two exploration and production segments – Norwegian and International – have delivered radically
different return on asset profiles from their respective asset bases. The Norwegian E&P segment has delivered strong
returns, with the average net operating income averaging 68% of average non-current assets over the last twenty
years. This is 23 times the returns (on a similar basis) of the international E&P segment, which has averaged just 3%.12
Chart 2: The Company’s international assets return on net operating income have dramatically underperformed
its Norwegian assets (2005-2024)When looking at the returns from the Company’s sanctioned international projects, analysis produced by the
Australasian Centre for Corporate Responsibility (ACCR) found13 that these projects:
• consumed $14.5 billion (nominal) in acquisition and pre-FID costs
• consumed $94 billion (nominal) development capex
• eroded $3.6 billion Net Present Value (NPV).
Chart 3: ACCR analysis finds that ~$100bn of international capex is estimated to deliver negative $3.6bn of NPV
When looking at the International segment (including other costs such as unsuccessful exploration) since the
Company’s 2001 IPO, ACCR found14 that the International segment had:
• consumed $103 billion (nominal) of capex, and
• delivered $2 billion (nominal) of value.
The co-filing shareholders therefore note the apparent conflict between the Company’s international oil and gas
growth strategy and the “highest possible returns” goal of the majority shareholder.
5. Relevance to shareholders
a. Interests of long-term, diversified investors
The physical and financial risks posed by climate change are systemic, portfolio-wide, and undiversifiable.
Therefore, the actions of companies that directly or indirectly impact climate outcomes pose risks to the financial
system, and to the entire portfolio of long-term, diversified shareholders.
b. Values basis
The co-filing shareholders have a strong basis for seeking to understand inconsistencies between the Majority
Shareholder Expectations and Company plans. This interest is grounded in shared values of sustainability,
transparency, good governance and risk management.
The co-filing shareholders encourage support for this proposal.