Exhibit 4.2

 

Statoil ASA
 Statoil Petroleum AS

 

Officers’ Certificate

 

Pursuant to Sections 102 and 301 of the Indenture

 

Each of the undersigned officers of Statoil ASA, a public limited company incorporated under the laws of the Kingdom of Norway (the “Company”) and of Statoil Petroleum AS, a limited company incorporated under the laws of the Kingdom of Norway (“Statoil Petroleum”), hereby certifies:

 

1.                                      The terms of the series of securities established under the Indenture, dated as of April 15, 2009, as supplemented by the Supplemental Indenture No. 1, dated as of May 26, 2010 (the “Indenture”), among the Company, Statoil Petroleum and Deutsche Bank Trust Company Americas, as Trustee, in the aggregate principal amount of US$500,000,000, to be entitled the Floating Rate Notes due 2018, in the aggregate principal amount of US$750,000,000, to be entitled the 1.150% Notes due 2018, in the aggregate principal amount of US$900,000,000, to be entitled the 2.650% Notes due 2024 and in the aggregate principal amount of US$850,000,000, to be entitled the 3.950% Notes due 2043 (together, the “Notes”), are set forth in Annex A.

 

2.                                      That the following statements are made pursuant to the provisions of Section 102 of the Indenture:

 

(1)                                 Each of the undersigned has read the provisions of the Indenture setting forth conditions precedent to the authentication of the Notes, and the definitions in the Indenture relating thereto;

 

(2)                                 Each of the undersigned has examined resolutions of the Board of Directors of the Company and resolutions of the Board of Directors of Statoil Petroleum together with the terms set forth in Annex A;

 

(3)                                 In the opinion of each of the undersigned such examination is sufficient to enable each of the undersigned to express an informed opinion as to whether or not the conditions precedent referred to above have been complied with; and

 

(4)                                 Each of the undersigned is of the opinion that the conditions precedent referred to above have been complied with.

 











 

IN WITNESS WHEREOF, each of the undersigned has signed his name.

 

 

	
Dated:   May 15, 2013
    	
Statoil   ASA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert Adams
    
	
 
    	
 
    	
Name:   Robert Adams
    
	
 
    	
 
    	
Title:   Senior Vice President Finance
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Statoil   Petroleum AS
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert Adams
    
	
 
    	
 
    	
Name:   Robert Adams
    
	
 
    	
 
    	
Title:   Senior Vice President Finance
    


 

Signature Page to 102/301 Officers’ Certificate

 











 

Annex A

 

A-1












 



 

U.S.$500,000,000 Floating Rate Notes due 2018

 

	
Issuer:
    	
 
    	
Statoil   ASA (“Statoil”).
    
	
 
    	
 
    	
 
    
	
Guarantor:
    	
 
    	
Statoil Petroleum AS (“Statoil Petroleum”).
    
	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
Floating   Notes due 2018 (the “Floating Rate Notes”).
    
	
 
    	
 
    	
 
    
	
Total initial principal amount:
    	
 
    	
$500,000,000
    
	
 
    	
 
    	
 
    
	
Settlement Date:
    	
 
    	
May 15,   2013 (T + 5)
    
	
 
    	
 
    	
 
    
	
Maturity Date:
    	
 
    	
May 15,   2018
    
	
 
    	
 
    	
 
    
	
Day Count:
    	
 
    	
Actual/360
    
	
 
    	
 
    	
 
    
	
Day Count Convention:
    	
 
    	
Modified   following.
    
	
 
    	
 
    	
 
    
	
Interest Rate Basis:
    	
 
    	
3   Month USD LIBOR
    
	
 
    	
 
    	
 
    
	
Spread to LIBOR:
    	
 
    	
29   basis points (0.290%)
    
	
 
    	
 
    	
 
    
	
Designated LIBOR page:
    	
 
    	
Reuters   Screen LIBOR01
    
	
 
    	
 
    	
 
    
	
Index Maturity:
    	
 
    	
3   Months
    
	
 
    	
 
    	
 
    
	
Interest Reset Period:
    	
 
    	
Quarterly
    
	
 
    	
 
    	
 
    
	
Date interest starts accruing:
    	
 
    	
May 15,   2013
    
	
 
    	
 
    	
 
    
	
Interest Payment Dates:
    	
 
    	
February 15,   May 15, August 15 and November 15 of each year, subject to the   Day Count Convention, commencing August 15, 2013.
    
	
 
    	
 
    	
 
    
	
Interest Reset Dates:
    	
 
    	
February 15,   May 15, August 15 and November 15, commencing on August 15,   2013, subject to the Day Count Convention.
    
	
 
    	
 
    	
 
    
	
Interest Rate Calculation:
    	
 
    	
3   Month USD LIBOR determined on the applicable Interest Determination Date plus   the Spread to LIBOR
    
	
 
    	
 
    	
 
    
	
Initial Interest Rate:
    	
 
    	
3   Month USD LIBOR plus 29 basis points, determined on the second London   business day prior to May 15, 2013
    
	
 
    	
 
    	
 
    
	
Interest Determination Dates:
    	
 
    	
Quarterly,   two London Business days prior to each Interest Reset Date
    
	
 
    	
 
    	
 
    
	
Regular Record Dates for   Interest:
    	
 
    	
The   15th calendar day preceding each interest payment date, whether or not such   day is a business day.
    
	
 
    	
 
    	
 
    
	
Public offering price:
    	
 
    	
Per   Floating Rate Note:  100%; Total:  $500,000,000
    
	
 
    	
 
    	
 
    
	
Proceeds, after underwriting   discount, but before expenses, 
    	
 
    	
Per   Floating Rate Note:  99.800%;   Total:  $499,000,000
    


 











 

	
to Statoil:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Calculation Agent:
    	
 
    	
Deutsche   Bank Trust Company Americas
    
	
 
    	
 
    	
 
    
	
Denominations:
    	
 
    	
$1,000 and integral multiples of $1,000
    
	
 
    	
 
    	
 
    
	
Joint-Book Running Managers:
    	
 
    	
Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

RBS Securities Inc.
    
	
 
    	
 
    	
 
    
	
CUSIP Number:
    	
 
    	
85771P   AM4
    
	
 
    	
 
    	
 
    
	
ISIN:
    	
 
    	
US85771PAM   41
    
	
 
    	
 
    	
 
    
	
Calculation of 3-month US$ LIBOR:
    	
 
    	
The   calculation agent will determine 3-month U.S. dollar LIBOR in accordance with   the following provisions: With respect to any interest determination date,   3-month U.S. dollar LIBOR will be the rate for deposits in U.S. Dollars   having a maturity of three months commencing on the interest reset date that   appears on the designated LIBOR page as of 11:00 a.m., London time,   on that interest determination date. If no rate appears, 3-month U.S.dollar   LIBOR, in respect of that interest determination date, will be determined as   follows: the calculation agent will request the principal London offices of   each of four major banks in the London interbank market, as selected by the   calculation agent (after consultation with us), to provide the calculation   agent with its offered quotation for deposits in U.S. dollars for the period   of three months, commencing on the interest reset date, to prime banks in the   London interbank market at approximately 11:00 a.m., London time, on   that interest determination date and in a principal amount that is   representative for a single transaction in U.S. dollars in that market at   that time. If at least two quotations are provided, then 3-month U.S. dollar   LIBOR on that interest determination date will be the arithmetic mean of   those quotations. If fewer than two quotations are provided, then 3-month   U.S. dollar LIBOR on the interest determination date will be the arithmetic   mean of the rates quoted at approximately 11:00 a.m., New York City   time, on the interest determination date by three major banks in The City of   New York selected by the calculation agent (after consultation with us) for   loans in U.S. dollars to leading European banks, having a three-month   maturity and in a principal amount that is representative for a single   transaction in U.S. dollars in that market at that time; provided, however,   that if the banks selected by the calculation agent are not providing   quotations in the manner described by this sentence, 3-month U.S. dollar   LIBOR determined as of that interest determination date will be 3-month U.S.   dollar LIBOR in effect on that interest determination date. The designated   LIBOR page is the Reuters screen “LIBOR01”, or any successor service for   the purpose of displaying the London interbank rates of major banks for U.S.   dollars. The Reuters screen “LIBOR01” is the display designated as the 
    


 

2











 

	
 
    	
 
    	
Reuters   screen “LIBOR01”, or such other page as may replace the Reuters screen “LIBOR01”   on that service or such other service or services as may be nominated by the   British Bankers’ Association for the purpose of displaying London interbank   offered rates for U.S. dollar deposits. All calculations made by the   calculation agent for the purposes of calculating the interest rates on the   floating rate notes shall be conclusive and binding on the holders of the   floating rate notes, Statoil ASA, Statoil Petroleum AS and the trustee,   absent manifest error.
    


 

3











 

U.S.$750,000,000 1.150% Notes due 2018

 

	
Issuer:
    	
 
    	
Statoil   ASA (“Statoil”).
    
	
 
    	
 
    	
 
    
	
Guarantor:
    	
 
    	
Statoil Petroleum AS (“Statoil Petroleum”).
    
	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
1.150%   Notes due 2018 (the “2018 Notes”).
    
	
 
    	
 
    	
 
    
	
Total initial principal amount:
    	
 
    	
$750,000,000
    
	
 
    	
 
    	
 
    
	
Settlement Date:
    	
 
    	
May 15,   2013 (T+5)
    
	
 
    	
 
    	
 
    
	
Maturity Date:
    	
 
    	
May 15,   2018
    
	
 
    	
 
    	
 
    
	
Day Count:
    	
 
    	
30/360
    
	
 
    	
 
    	
 
    
	
Day Count Convention:
    	
 
    	
Following   unadjusted.
    
	
 
    	
 
    	
 
    
	
Coupon:
    	
 
    	
1.150%
    
	
 
    	
 
    	
 
    
	
Date interest starts accruing:
    	
 
    	
May 15,   2013
    
	
 
    	
 
    	
 
    
	
Interest Payment Dates:
    	
 
    	
May 15   and November 15 of each year, subject to the Day Count Convention,   commencing November 15, 2013.
    
	
 
    	
 
    	
 
    
	
Regular Record Dates for   Interest:
    	
 
    	
The   15th calendar day preceding each interest payment date, whether or not such   day is a business day.
    
	
 
    	
 
    	
 
    
	
Public Offering Price:
    	
 
    	
Per   2018 Note:  99.782%; Total:  $748,365,000
    
	
 
    	
 
    	
 
    
	
Proceeds, after underwriting   discount, but before expenses, to Statoil:
    	
 
    	
Per   2018 Note:  99.582%; Total:  $746,865,000
    
	
 
    	
 
    	
 
    
	
Benchmark Treasury:
    	
 
    	
0.625%   due April, 2018
    
	
 
    	
 
    	
 
    
	
Benchmark Treasury Price and   Yield:
    	
 
    	
99-131⁄4   , 0.745%
    
	
 
    	
 
    	
 
    
	
Spread to Benchmark Treasury:
    	
 
    	
45   bps
    
	
 
    	
 
    	
 
    
	
Re-offer yield:
    	
 
    	
1.195   %
    
	
 
    	
 
    	
 
    
	
Make-Whole Spread:
    	
 
    	
5   basis points
    
	
 
    	
 
    	
 
    
	
Denominations:
    	
 
    	
$1,000 and integral multiples of $1,000
    
	
 
    	
 
    	
 
    
	
Joint-Book Running Managers:
    	
 
    	
Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

RBS Securities Inc.
    
	
 
    	
 
    	
 
    
	
CUSIP Number:
    	
 
    	
85771P   AJ1
    
	
 
    	
 
    	
 
    
	
ISIN:
    	
 
    	
US85771PAJ12
    


 

4











 

U.S.$900,000,000 2.650% Notes due 2024

 

	
Issuer:
    	
 
    	
Statoil   ASA (“Statoil”).
    
	
 
    	
 
    	
 
    
	
Guarantor:
    	
 
    	
Statoil Petroleum AS (“Statoil Petroleum”).
    
	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
2.650%   Notes due 2024 (the “2024 Notes”).
    
	
 
    	
 
    	
 
    
	
Total initial principal amount:
    	
 
    	
$900,000,000
    
	
 
    	
 
    	
 
    
	
Settlement Date:
    	
 
    	
May 15,   2013 (T+5)
    
	
 
    	
 
    	
 
    
	
Maturity Date:
    	
 
    	
January 15,   2024
    
	
 
    	
 
    	
 
    
	
Day Count:
    	
 
    	
30/360
    
	
 
    	
 
    	
 
    
	
Day Count Convention:
    	
 
    	
Following   unadjusted.
    
	
 
    	
 
    	
 
    
	
Coupon:
    	
 
    	
2.650%
    
	
 
    	
 
    	
 
    
	
Date interest starts accruing:
    	
 
    	
May 15,   2013
    
	
 
    	
 
    	
 
    
	
Interest Payment Dates:
    	
 
    	
January 15   and July 15 of each year, subject to the Day Count Convention,   commencing January 15, 2014.  The   initial interest period is a long coupon.
    
	
 
    	
 
    	
 
    
	
Regular Record Dates for   Interest:
    	
 
    	
The   15th calendar day preceding each interest payment date, whether or not such   day is a business day.
    
	
 
    	
 
    	
 
    
	
Public Offering Price:
    	
 
    	
Per   2024 Note:  99.802%; Total:  $898,218,000
    
	
 
    	
 
    	
 
    
	
Proceeds, after underwriting   discount, but before expenses, to Statoil:
    	
 
    	
Per   2024 Note:  99.502%; Total:  $895,518,000
    
	
 
    	
 
    	
 
    
	
Benchmark Treasury:
    	
 
    	
2.000%   due February 2023
    
	
 
    	
 
    	
 
    
	
Benchmark Treasury Price and Yield:
    	
 
    	
102-01+, 1.771%
    
	
 
    	
 
    	
 
    
	
Spread to Benchmark Treasury:
    	
 
    	
90   bps
    
	
 
    	
 
    	
 
    
	
Re-offer yield:
    	
 
    	
2.671%
    
	
 
    	
 
    	
 
    
	
Make-Whole Spread:
    	
 
    	
15   basis points
    
	
 
    	
 
    	
 
    
	
Denominations:
    	
 
    	
$1,000 and integral multiples of $1,000
    
	
 
    	
 
    	
 
    
	
Joint-Book Running Managers:
    	
 
    	
Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

RBS Securities Inc.
    
	
 
    	
 
    	
 
    
	
CUSIP Number:
    	
 
    	
85771P   AK8
    
	
 
    	
 
    	
 
    
	
ISIN:
    	
 
    	
US85771PAK84
    


 

5











 

U.S.$850,000,000 3.950% Notes due 2043

 

	
Issuer:
    	
 
    	
Statoil   ASA (“Statoil”).
    
	
 
    	
 
    	
 
    
	
Guarantor:
    	
 
    	
Statoil Petroleum AS (“Statoil Petroleum”).
    
	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
3.950%   Notes due 2043 (the “2043 Notes”).
    
	
 
    	
 
    	
 
    
	
Total initial principal amount:
    	
 
    	
$850,000,000
    
	
 
    	
 
    	
 
    
	
Settlement Date:
    	
 
    	
May 15,   2013 (T+5)
    
	
 
    	
 
    	
 
    
	
Maturity Date:
    	
 
    	
May 15,   2043
    
	
 
    	
 
    	
 
    
	
Day Count:
    	
 
    	
30/360
    
	
 
    	
 
    	
 
    
	
Day Count Convention:
    	
 
    	
Following   unadjusted.
    
	
 
    	
 
    	
 
    
	
Coupon:
    	
 
    	
3.950%
    
	
 
    	
 
    	
 
    
	
Date interest starts accruing:
    	
 
    	
May 15,   2013
    
	
 
    	
 
    	
 
    
	
Interest Payment Dates:
    	
 
    	
May 15   and November 15 of each year, subject to the Day Count Convention,   commencing November 15, 2013.
    
	
 
    	
 
    	
 
    
	
Regular Record Dates for   Interest:
    	
 
    	
The   15th calendar day preceding each interest payment date, whether or not such   day is a business day.
    
	
 
    	
 
    	
 
    
	
Public Offering Price:
    	
 
    	
Per   2043 Note:  99.860%; Total:  $848,810,000
    
	
 
    	
 
    	
 
    
	
Proceeds, after underwriting   discount, but before expenses, to Statoil:
    	
 
    	
Per   2043 Note:  99.110%; Total:  $842,435,000
    
	
 
    	
 
    	
 
    
	
Benchmark Treasury:
    	
 
    	
2.750%   due November 2042
    
	
 
    	
 
    	
 
    
	
Benchmark Treasury Price and   Yield:
    	
 
    	
94-31,   3.008%
    
	
 
    	
 
    	
 
    
	
Spread to Benchmark Treasury:
    	
 
    	
95   bps
    
	
 
    	
 
    	
 
    
	
Re-offer yield:
    	
 
    	
3.958%
    
	
 
    	
 
    	
 
    
	
Make-Whole Spread:
    	
 
    	
15   basis points
    
	
 
    	
 
    	
 
    
	
Denominations:
    	
 
    	
$1,000 and integral multiples of $1,000
    
	
 
    	
 
    	
 
    
	
Joint-Book Running Managers:
    	
 
    	
Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

RBS Securities Inc.
    
	
 
    	
 
    	
 
    
	
CUSIP Number:
    	
 
    	
85771P   AL6
    
	
 
    	
 
    	
 
    
	
ISIN:
    	
 
    	
US85771PAL67
    


 

6












 

The following term applies to the fixed rate notes:

 

	
Optional make-whole redemption:
    	
 
    	
Statoil   has the right to redeem any and all series of the fixed rate notes, in whole   or in part, at any time and from time to time at a redemption price equal to   the greater of (i) 100% of the principal amount of the applicable series   of notes to be redeemed and (ii) the sum of the present values of the   remaining scheduled payments of principal and interest on the applicable   series of notes to be redeemed (not including any portion of payments of   interest accrued to the redemption date) discounted to the redemption date on   a semi-annual basis (assuming a 360-day year consisting of twelve 30-day   months) at the treasury rate plus 5 basis points in the case of the 2018 notes,   15 basis points in the case of the 2024 notes and 15 basis points in the case   of the 2043 notes, plus, in each case, accrued and unpaid interest to the   date of redemption.  For purposes of   determining the optional make-whole redemption price, the following   definitions are applicable. ‘‘Treasury rate’’ means, with respect to any   redemption date, the rate per year equal to the semi-annual equivalent yield   to maturity or interpolated (on a day count basis) of the comparable treasury   issue, assuming a price for the comparable treasury issue (expressed as a   percentage of its principal amount) equal to the comparable treasury price   for such redemption date. ‘‘Comparable treasury issue’’ means the U.S.   Treasury security or securities selected by the quotation agent as having an   actual or interpolated maturity comparable to the remaining term of the   applicable series of the notes to be redeemed that would be utilized, at the   time of selection and in accordance with customary financial practice, in   pricing new issues of corporate debt securities of comparable maturity to the   remaining term of such notes. ‘‘Comparable treasury price’’ means, with   respect to any redemption date, the average of the reference treasury dealer   quotations for such redemption date. ‘‘Quotation agent’’ means one of the   reference treasury dealers appointed by Statoil. ‘‘Reference treasury   dealer’’ means Deutsche Bank Securities Inc., J.P. Morgan Securities LLC,   Morgan Stanley & Co. LLC, RBS Securities Inc. or their respective   affiliates which are primary U.S. government securities dealers, and their   respective successors, and two other primary U.S. government securities   dealers selected by Statoil, provided, however, that if any of the foregoing   shall cease to be a primary U.S. government securities dealer in the United   States (a ‘‘primary treasury dealer’’), Statoil shall substitute therefor   another primary treasury dealer. ‘‘Reference treasury dealer quotations’’   means with respect to each reference treasury dealer and any redemption date,   the average, as determined by the quotation agent, of the bid and asked   prices for the comparable treasury issue (expressed in each case as a   percentage of its principal amount) quoted in writing to the quotation agent   by such reference treasury dealer at 3:30 p.m. New York time on the   third business day preceding such redemption date.
    


 

7











 

The following terms apply to the notes:

 

	
Form of Securities
    	
 
    	
The   Securities will be issued in the form of global notes that will be deposited   with The Depository Trust Company, New York, New York (“DTC”) on the closing   date.  
    
	
 
    	
 
    	
 
    
	
Denomination:
    	
 
    	
Each   of the Notes will be issued in denominations of $1,000 and integral multiples   of $1,000.
    
	
 
    	
 
    	
 
    
	
Place of Payment 
    	
 
    	
Deutsche   Bank Trust Company Americas

60   Wall Street; MS: 2710

New   York, NY  10005

 
    
	
 
    	
 
    	
 
    
	
Business Day:
    	
 
    	
Any   weekday on which banking or trust institutions in neither New York nor Oslo   are authorized generally or obligated by law, regulation or executive order   to close.
    
	
 
    	
 
    	
 
    
	
Ranking:
    	
 
    	
The   Notes are unsecured and will rank equally with all of Statoil’s other   unsecured and unsubordinated indebtedness.
    
	
 
    	
 
    	
 
    
	
Sinking fund:
    	
 
    	
There   is no sinking fund.
    
	
 
    	
 
    	
 
    
	
Governing law and jurisdiction
    	
 
    	
The   indenture, the notes and the guarantee are governed by New York law. Any   legal proceeding arising out of or based upon the indenture, the notes or the   guarantee may be instituted in any state or federal court in the Borough of   Manhattan in New York City, New York.
    
	
 
    	
 
    	
 
    
	
Optional tax redemption:
    	
 
    	
Statoil   and Statoil Petroleum have the option to redeem the notes of any series, in   whole and not in part, at any time (except in the case of the floating rate   notes, which may be redeemed on any Interest Payment Date) in the two   situations described below at a redemption price equal to the principal   amount of the applicable series of the notes plus accrued interest and any   additional amounts due on the date fixed for redemption upon providing   between 30 and 60 days’ notice.

 

The   first situation is where, as a result of changes in or amendment to, or   changes in the official application or interpretation of, any laws or   regulations or rulings, or changes in the official application or   interpretation of, or any execution of or amendment to, any treaties on or   after May 8, 2013 in the jurisdiction where Statoil or Statoil Petroleum   is incorporated or, if different tax resident, Statoil or Statoil Petroleum,   as applicable, would be required to pay additional amounts as described below   under ‘‘Payment of additional amounts’’. If Statoil or Statoil Petroleum is   succeeded by another entity, the applicable jurisdiction will be the   jurisdiction in which such successor entity is organized or incorporated or,   if different, tax resident, and the applicable date will be the date the   entity became a successor. Statoil or Statoil Petroleum do not have the   option to redeem in this case if either Statoil or Statoil Petroleum, as   applicable, could have avoided the 
    


 

8











 

	
 
    	
 
    	
payment   of additional amounts or the deduction or withholding by using reasonable   measures available to Statoil or Statoil Petroleum, as applicable.

 

The   second situation is where, following a merger, consolidation, sale or lease   of Statoil’s or Statoil Petroleum’s assets to a person that assumes Statoil’s   or Statoil Petroleum’s obligations under the applicable series of the notes,   that person is required to pay additional amounts as described below under   ‘‘Payment of additional amounts’’. Statoil, Statoil Petroleum or the other   person would have the option to redeem the applicable series of the notes in   this situation even if the additional amounts became payable immediately   after such assumption. Neither Statoil, Statoil Petroleum nor that person has   any obligation under the indenture to seek to avoid the obligation to pay   additional amounts in this situation. Statoil, Statoil Petroleum or the other   person, as applicable, shall deliver to the trustee an officer’s certificate   to the effect that the circumstances required for redemption exist.
    
	
 
    	
 
    	
 
    
	
Further issuances:
    	
 
    	
Statoil   may, at its sole option, at any time and without the consent of the then   existing noteholders, “reopen” the any series of the notes and issue an   unlimited principal amount of additional notes in respect of such series in   one or more transactions subsequent to the date of the related prospectus   supplement dated May 8, 2013, with terms (other than the issuance date,   issue price and, possibly, the first interest payment date and the date   interest starts accruing) identical to the notes. These additional notes will   be deemed part of the same series as the notes offered hereby and will   provide the holders of those additional notes the right to vote together with   holders of the notes issued hereby.  Statoil   may reopen the notes only if the additional notes issued of such series will   be fungible with the original notes of the series for United States federal   income tax purposes.
    
	
 
    	
 
    	
 
    
	
Additional amounts:
    	
 
    	
None   payable under current law. The government or any political subdivision or   taxing authority of such government of any jurisdiction where Statoil or   Statoil Petroleum is incorporated (currently the Kingdom of Norway) or, if   different, tax resident may require Statoil or Statoil Petroleum to withhold amounts   from payments on the principal or interest on the notes of any series or   payment under the guarantees for taxes, assessments or any other governmental   charges. If any such jurisdiction requires a withholding of this type,   Statoil or Statoil Petroleum may be required to pay the noteholder additional   amounts so that the net amount the noteholder receives will be the amount   specified in the applicable series of the notes. However, in order for the   noteholder to be entitled to receive the additional amounts, the noteholder   must not be resident in the jurisdiction that requires the withholding.   Statoil and Statoil Petroleum will not have to pay additional amounts under   any or any combination of the following circumstances:
    


 

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·                 The tax,   assessment or governmental charge is imposed only because the noteholder, or   a fiduciary, settlor, beneficiary or member or shareholder of, or possessor   of a power over, the noteholder, if the noteholder is an estate, trust,   partnership or corporation, was or is connected to the taxing jurisdiction,   other than by merely holding the notes or receiving principal or interest in   respect thereof. These connections include where the noteholder or related   party:

 

·                  is or has   been a citizen or resident of the jurisdiction;

 

·                  is or has   been present or engaged in trade or business in the jurisdiction; or

 

·                  has or had a   permanent establishment in the jurisdiction.

 

·                 The tax,   assessment or governmental charge is imposed due to the presentation of the   notes (where presentation is required) for payment on a date more than 30   days after the applicable series of the notes became due or after the payment   was provided for, whichever occurs later.

 

·                 The tax,   assessment or governmental charge is on account of an estate, inheritance,   gift, sale, transfer, personal property or similar tax, assessment or other   governmental charge.

 

·                 The tax,   assessment or governmental charge is for a tax or governmental charge that is   payable in a manner that does not involve withholding.

 

·                 The tax,   assessment or governmental charge is imposed or withheld because the   noteholder or beneficial owner failed to comply with any of Statoil’s   following requests:

 

·                  to provide   information about the nationality, residence or identity of the noteholder or   beneficial owner, or

 

·                  to make a   declaration or other similar claim or satisfy any information or reporting   requirements

 

in   each case that the statutes, treaties, regulations or administrative   practices of the taxing jurisdiction require as a precondition to exemption   from all or part of such tax, assessment or governmental charge.

 

·                 The tax,   assessment or governmental charge is imposed pursuant to European Union   Directive 2003/48/EC or any other Directive implementing the conclusions of   the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation   of savings or any law or agreement implementing or complying with, or   introduced to conform to, such directive.

 

·                 The tax,   assessment or governmental charge is imposed on a 
    


 

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noteholder or beneficial owner who could have avoided such   withholding or deduction by presenting its notes (where presentation is   required) to another paying agent.

 

·                 The   noteholder is a fiduciary, partnership or other entity that is not the sole   beneficial owner of the payment of the principal of, or any interest on, the   notes, and the laws of the jurisdiction (or any political subdivision or   taxing authority thereof or therein) require the payment to be included in   the income of a beneficiary or settlor for tax purposes with respect to such   fiduciary, a member of such partnership or a beneficial owner who would not   have been entitled to such additional amounts had such beneficiary, settlor,   member or beneficial owner been the noteholder of the notes.

 

The   foregoing provisions will also apply to any present or future taxes,   assessments or governmental charges imposed by any jurisdiction in which   Statoil’s or Statoil Petroleum’s successor is organized or incorporated or,   if different, tax resident.
    


 

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