Proceso de Devolución:

The description below of material tax consequences for shareholders is a summary of some of the tax rules relevant to holders of Norsk Hydro shares and ADSs that are effective as of the date of this circular/prospectus.

While Statoil believes that the description below contains all material tax consequences, the description is of a general nature and does not cover all tax rules and regulations of relevance in connection with the merger.

Holders of Norsk Hydro shares and Norsk Hydro ADSs should contact professional tax advisors to clarify individual tax consequences in connection with the merger.

Please note that the terms ‘‘Norwegian’’ and ‘‘Foreign’’ shareholders in the discussion below refer to the tax residence and not the nationality of such shareholders.

Tax Consequences of the Merger for Norsk Hydro Shareholders in Norway

Statoil believes that the merger complies with the requirements for treatment of the transaction as a tax free merger in Norway. As a result, the issuance of the new Statoil shares to the holders of Norsk Hydro shares will not trigger tax in Norway.

As only whole shares will be issued, the value of fractions of shares will be distributed proportionately to those Norsk Hydro shareholders entitled to the fractions. This distribution is subject to capital gain tax for Individual Shareholders, as a realization of a part of a share. For further information regarding capital gain tax see below.

Norsk Hydro shareholders’ tax positions related to the Norsk Hydro shares immediately prior to the merger, including but not limited to the tax base on the shares, will be split between the Norsk Hydro shares and the received Statoil shares in the same proportion as the net fair market value of assets and share capital transferred to Statoil as part of the merger (70 per cent) and the net fair market value of the assets and share capital remaining in Norsk Hydro (30 per cent). For each holder of Norsk Hydro shares, the aggregate tax base on the Norsk Hydro shares and the Statoil shares immediately after the merger will thus be equal to the tax base on the Norsk Hydro shares immediately before the merger (adjusted for the cost price of any fraction of shares realized for tax purposes).

Statoil shares will also be regarded as having been acquired at the same time as the corresponding Norsk Hydro shares for Norwegian tax purposes. For example, if a Norsk Hydro share has been acquired on January 1, 2000, the new Statoil share issued in respect of the Norsk Hydro share will be regarded as having been acquired on January 1, 2000 for Norwegian tax purposes (including with respect to the application of the first in, first out principle).

The issuance of Statoil shares as part of the merger will not be subject to any withholding tax in Norway.

Tax Consequences of the Merger for Norsk Hydro Shareholders or ADS holders in the United States For the reasons explained above, there will be no material Norwegian tax consequences for Norsk Hydro shareholders in the United States.

The following discussion is a summary based on present law of certain U.S. federal income tax considerations relevant to the merger. The discussion addresses only U.S. Shareholders (as defined below) that hold Norsk Hydro shares or ADSs as capital assets and use the U.S. dollar as their functional currency. It does not address the tax treatment of U.S. Shareholders subject to special rules, such as banks, dealers, insurance companies, regulated investment companies, tax exempt entities, holders of 10 per cent or more of Norsk Hydro’s voting shares, persons holding Norsk Hydro shares or ADSs as part of a hedge, straddle, conversion, or other integrated financial transaction, or constructive sale transaction. This discussion assumes, that Norsk Hydro is not a passive foreign investment company for U.S. federal income tax purposes.

This summary does not address U.S. state or local taxes. It does not consider any investor’s particular circumstances. It is not a substitute for tax advice. Norsk Hydro’s shareholders are urged to consult their own tax advisors about the tax consequences of the merger.

As used in this discussion, U.S. Shareholder means a beneficial owner of Norsk Hydro shares or ADSs that is (i) a citizen or resident of the United States, (ii) a corporation, partnership or other business entity organized under the laws of the United States, (iii) a trust subject to the control of a U.S. person and the primary supervision of a U.S. court or (iv) an estate the income of which is subject to U.S. federal income tax regardless of its source.

A U.S. Shareholder that receives Statoil shares or ADSs should be treated as receiving a taxable distribution from Norsk Hydro in an amount equal to the fair market value of the shares in U.S. dollars. This distribution would be treated as a dividend, taxable as ordinary income, to the extent of the U.S. Shareholder’s share of current and accumulated earnings and profits of Norsk Hydro as determined for U.S. federal income tax purposes (which Norsk Hydro does not compute). A non-corporate U.S. Shareholder meeting certain conditions (including certain holding period requirements) would be taxed on the dividend amount at the same preferential rate allowed for long-term capital gains. If the amount of the distribution were to exceed Norsk Hydro’s current and accumulated earnings and profits, the excess would be treated as a recovery of basis to the extent of a U.S. Shareholder’s basis in its Norsk Hydro shares or ADSs and then as capital gain. Since Norsk Hydro does not calculate earnings and profits for U.S. tax purposes, however, a U.S. Shareholder should expect not to be able to establish that any portion of the distribution would be treated as recovery of basis or capital gain.

A U.S. Shareholder would have a basis in the Statoil shares or ADSs received equal to the fair market value at the time of receipt determined in U.S. dollars on the date of receipt, and the holding period of the Statoil shares or ADSs would commence on the day following the merger. A non-corporate U.S. Shareholder benefiting from the preferential rate for dividends may be subject to special rules treating any loss realized on the sale of Norsk Hydro shares or ADSs as long-term capital loss to the extent of the dividend.

Tax Consequences of the Merger for Norsk Hydro Shareholders in the United Kingdom

For the reasons explained above, there will be no material Norwegian tax consequences for Norsk Hydro shareholders in the United Kingdom.

The merger is not expected to give rise to a taxable capital gain for those holders of Norsk Hydro shares that hold 5 per cent or less of Norsk Hydro’s ordinary shares and that are resident or ordinarily resident in the United Kingdom. Norsk Hydro has not been notified of any holders of more than 5 per cent of Norsk Hydro’s ordinary shares that are resident or ordinarily resident in the United Kingdom. The merger should be treated for United Kingdom capital gains tax purposes as a scheme of reconstruction involving an issue of securities. Under these provisions, the reorganization is not treated as involving any disposal of the original shares or any acquisition of the new shares but the composite new holding of the Statoil shares (taken as a single asset) and the original Norsk Hydro shares (taken as a single asset) will be treated as the same asset as the original holding of Norsk Hydro shares acquired at the same time as that original holding.

As such, the original base cost of the original holding of Norsk Hydro shares will be attributed to the new holding and, if necessary in calculating future capital gains, will be allocated between the separate holdings of Statoil and Norsk Hydro shares by reference to their market values on the first day on which market values are quoted for such shares.

It should be noted that if fractional shares are sold in the market with the cash proceeds being distributed to the shareholders, these cash dividends will be taxable in the hands of the UK tax resident shareholders. However, these distributions are likely to be immaterial in the context of this transaction.

Norwegian Tax Consequences of Owning Merged Company Ordinary Shares Tax Position of Norwegian Shareholders

Taxation of Dividends

(a) Norwegian Individual Shareholders

Dividends received by shareholders who are individuals resident in Norway for tax purposes (‘‘Norwegian Individual Shareholders’’) are taxable as ordinary income for such shareholders at a flat rate of 28 per cent.

Norwegian Individual Shareholders are however entitled to deduct a calculated allowance when calculating their taxable dividend income. The allowance is calculated on a share-by-share basis. For shares acquired on or after January 1, 2006, the allowance for each share is equal to the cost price of the share multiplied by a determined risk free interest rate. For shares acquired prior to January 1, 2006, the cost price includes accumulated RISK adjustments per January 1, 2006 (RISK is the Norwegian abbreviation for the variation of the company’s retained earnings after tax during the ownership of the shareholder). Any part of the calculated allowance one year exceeding the dividend distributed on the share is added to the cost price of the share and included in the basis for calculating the allowance the following year.

The calculated allowance is allocated to the Norwegian Individual Shareholders holding shares at the end of each calendar year. Norwegian Individual Shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to the year of transfer.

(b) Norwegian Corporate Shareholders

Dividends distributed to shareholders who are limited liability companies resident in Norway for tax purposes (‘‘Norwegian Corporate Shareholders’’) are not taxable for such shareholders.

Capital Gains Tax

(a) Norwegian Individual Shareholders

Norwegian Individual Shareholders will be liable for capital gains tax arising from the sale of shares irrespective of the period of time the shares have been held and the number of shares sold. Capital gains are currently taxed as ordinary income at a flat rate of 28 per cent. Correspondingly, losses on the sale of the shares will be deductible against ordinary income. The capital gain or loss on each share will be equal to the consideration received less the cost price of the share (i.e., the tax base as derived from the original shares in Norsk Hydro) and any transaction costs related to the acquisition or sale of the share. From this capital gain, Norwegian Individual Shareholders are entitled to deduct a calculated allowance, provided that the calculated allowance has not already been used to reduce taxable dividend income, as described above. For shares acquired on or after January 1, 2006, the allowance for each share is equal to the cost price of the share multiplied by a determined risk free interest rate. For shares acquired prior to January 1, 2006, the cost price includes accumulated RISK adjustments per January 1, 2006. The allowance may only be deducted in order to reduce a taxable gain, and may not be deducted in order to increase or produce a deductible loss.

The calculated allowance is allocated to the Norwegian Individual Shareholders holding shares at the end of each calendar year. Norwegian Individual Shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to the year of transfer.

If a shareholder sells shares acquired at different times, the shares that were acquired first shall be considered to be the shares first disposed of (‘‘first in first out’’ principle).

The rules regarding capital gain taxation apply for Norwegian Individual Shareholders who receive a distribution of the value of a fraction of a share, as only whole shares will be issued. The capital gain or loss on the fraction of a share will be equal to the consideration received less the cost price of the fraction of the share and any transaction costs related to the acquisition or sale of the share. The ‘‘first in first out’’ principle will apply.

Norwegian Individual Shareholders who move abroad and cease to be resident in Norway for tax purposes as a result of this, are deemed taxable in Norway for any potential gain related to the shares held at the time the tax residency ceased, as if the shares were realized for tax purposes at this time. Gains of NOK 500,000 or less are not taxable. Potential losses are as a main rule not deductible. If such shareholders move to a jurisdiction within the European Economic Area (‘‘EEA’’), potential losses related to shares held at the time tax residency ceases will be tax deducible when exceeding the NOK 500,000 threshold. The actual taxation (loss deduction) will occur at the time the shares are actually realized for tax purposes. If the shares are not realized for tax purposes within five years after the shareholder ceased to be resident in Norway for tax purposes, the tax liability calculated under these provisions will not apply.

Norwegian Individual Shareholders who move abroad and, as a result, cease to be resident in Norway for tax purposes, are taxable for any capital gain (regardless of the NOK 500,000 threshold as described above) related to shares which is realized within five years from the year in which they lose their Norwegian tax residency, unless the shareholders were taxed on the basis of potential gain as described above.

(b) Norwegian Corporate Shareholders

Norwegian Corporate Shareholders are exempt from tax on capital gains upon the realization of shares, and losses related to such realization are not tax deductible.

Net Wealth Taxation

The value of shares is included in the basis for computation of net wealth tax for Norwegian Individual Shareholders. The marginal net wealth tax rate for Norwegian Individual Shareholders is currently 1.1 per cent of the assessed value. For shares listed on the Main List of the Oslo Børs the value for assessment purposes is equal to 85 per cent of the listed value as of January 1 of the year of assessment.

Norwegian Corporate Shareholders are not subject to net wealth tax.

Inheritance Tax

Upon transfer of shares by way of inheritance or gift, the transfer may be subject to Norwegian inheritance or gift tax. However, such transfer is not subject to Norwegian tax if the donor/deceased was neither a national nor resident in Norway.

The basis for the computation of inheritance tax is the market value at the time the transfer takes place. The rate is progressive from 0 to 30 per cent. For inheritance and gifts from parents to children, the maximum rate is 20 per cent.

Tax Position of Shareholders Resident in Jurisdictions other than Norway Taxation of Dividends

(a) Foreign Individual Shareholders

Dividends distributed to shareholders who are individuals not resident in Norway for tax purposes (‘‘Foreign Individual Shareholders’’), are as a general rule subject to withholding tax at a rate of 25 per cent. This rate will often be reduced, normally to 15 per cent, by an applicable tax treaty between Norway and the relevant shareholder’s country of residence. The tax will be withheld by the distributing company at the time of distribution, and the non-resident shareholders will receive the dividends net of any withholding tax applicable.

Foreign Individual Shareholders resident within the EEA are subject to withholding tax, as described above, but may be entitled to a partial refund of the withholding tax. The refund may be granted on the basis of an application from the Foreign Individual Shareholder, and will, if granted, equal (in full or partially) the calculated allowance granted to Norwegian Individual Shareholders, see ‘‘Taxation of dividends — Norwegian Individual Shareholders’’ above.

If a Foreign Individual Shareholder is carrying on business activities in Norway and the relevant shares are effectively connected with such activities, the shareholder will be subject to the same taxation as a Norwegian Individual Shareholder, as described above.

(b) Foreign Corporate Shareholders

Dividends distributed to shareholders who are limited liability companies not resident in Norway for tax purposes (‘‘Foreign Corporate Shareholders’’), are as a general rule subject to withholding tax at a rate of 25 per cent. The withholding tax rate of 25 per cent is normally reduced through tax treaties between Norway and the country in which the shareholder is resident.

Dividends distributed to Foreign Corporate Shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax, provided that the shareholder is the beneficial owner of the shares.

Foreign shareholders (both Foreign Individual Shareholders and Foreign Corporate Shareholders) who have been subject to withholding tax at a higher rate than that prescribed by the applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess tax withheld. The application must be filed with the Central Office — Foreign Tax Affairs (Sentralskattekontoret for utenlandssaker). The application must be signed by the applicant. If the application is signed by proxy, a copy of the letter of authorization must be enclosed.

Dividends distributed on nominee-registered shares will normally be subject to the standard 25 per cent rate of withholding tax, unless the nominee, by agreeing to provide certain information about the beneficial owners, has obtained approval to be registered in VPS with a reduced treaty rate from the Central Office — Foreign Tax Affairs.

(c) All Foreign Shareholders

Dividends paid to a depositary for redistribution to shareholders holding ADSs will be subject at the outset to a withholding tax of 25 per cent. It is expected that the financial institution acting as the Statoil ADR Depositary has acquired or will acquire the necessary approvals in order to be able to receive and redistribute dividends to U.S. resident holders of Statoil shares and ADSs at the treaty withholding rate of 15 per cent, provided such holders have furnished the Statoil ADR Depositary with appropriate certification to establish such holders’ eligibility for the benefits under an applicable tax treaty with Norway.

Capital Gains Tax

Foreign shareholders (both Foreign Individual Shareholders and Foreign Corporate Shareholders) are normally not subject to capital gains tax in Norway on the sale of shares. A tax liability in Norway may nevertheless arise for Foreign Individual Shareholders who (i) hold the shares in connection with a business which is carried out in Norway or (ii) have previously been resident in Norway for tax purposes and the shares are sold within five years after the expiration of the calendar year when residency for tax purposes in Norway ceased. In both cases, the Norwegian tax liability may be limited by a tax treaty. The rate of tax on capital gains is 28 per cent.

Net Wealth Taxation

Foreign shareholders (both Foreign Individual Shareholders and Foreign Corporate Shareholders) are normally not obliged to pay net wealth tax on shares in Norwegian limited liability companies.

Inheritance Tax

Upon transfer of shares by way of inheritance or gift, the transfer may be subject to Norwegian inheritance or gift tax. However, such transfer is not subject to Norwegian tax if the donor/deceased is neither a national nor resident in Norway.

The basis for the computation of inheritance tax is the market value at the time the transfer takes place. The rate is progressive from 0 to 30 per cent. For inheritance and gifts from parents to children, the maximum rate is 20 per cent.

United States Tax Consequences of Owning Merged Company Ordinary shares or ADSs

This section describes the material United States federal income tax consequences of the ownership and

This section describes the material United States federal income tax consequences of the ownership and