Proceso de Manufactura

Statoil is the ultimate parent company of the Statoil Group. For a list of Statoil’s significant subsidiaries owned directly by the parent company see ‘‘Item 4 — Information on the Company — Organizational Structure’’

in the Statoil 2006 Form 20-F incorporated herein by reference. Upon completion of the merger, Statoil will acquire a number of companies that are currently part of the Norsk Hydro Group. The following table sets forth the significant subsidiaries Statoil will acquire in the merger, equity interest and the subsidiaries’ country of incorporation.

Subsidiary Equity Interest Country

Norsk Hydro Petroleum AS 100 Norway

Hydro IS Partner AS 100 Norway

Hydro Hydrogen Technologies AS 100 Norway

Norsk Hydro Russland AS 100 Norway

Dividends and Share Buy-Backs

The merged company is expected to maintain Statoil’s current dividend policy of returning to shareholders, through a combination of cash dividends and share repurchases, an amount in the range of 45 to 50 per cent of consolidated net income as determined in accordance with U.S. GAAP with the goal of growing the ordinary cash dividend measured in NOK per share. In any one year, however, the aggregate amount of cash dividends paid to shareholders and share repurchases may be higher or lower than 45 to 50 per cent of net income, depending on the merged company’s evaluation of expected cash flow development, capital expenditure plans, financing requirements and appropriate financial flexibility.

Statoil’s board of directors has proposed a share repurchase authorization for the 2007-2008 period, which has been approved by the annual general meeting of Statoil on May 15, 2007. Statoil has agreed not to acquire further shares in the market pursuant to the share repurchase authorization until completion of the merger. An agreement will be negotiated with the Norwegian State which will regulate the redemption and cancellation of a proportional share of the Norwegian State’s shares, ensuring that the Norwegian State’s ownership interest remains unchanged when these share repurchases are effected. See ‘‘Item 7-Major Shareholders and Related Party Transactions of Statoil’’ included in the Statoil 2006 Form 20-F. Share repurchases by the merged company will depend on the authorization of its shareholders, as well as a number of factors prevailing at the time its board of directors considers any share repurchase. See ‘‘The Statoil Extraordinary General Meeting’’.

Directors and Management of the Merged Company

After the merger, the merged company’s management will be vested in the merged company’s board of directors and its President and Chief Executive Officer. The President and Chief Executive Officer, which is a formal corporate position under Norwegian corporate law, is responsible for the day-to-day management of the merged company in accordance with the instructions, policies and operating guidelines set out by the merged company’s board of directors.

Board of Directors

The board of directors of the merged company will be composed of 10 directors. Pursuant to the merger plan, Eivind Reiten, current President and Chief Executive of Norsk Hydro, shall be elected as Chairman of the board of directors of the merged company. In addition, in accordance with the merger plan, Statoil’s election committee has nominated four directors and Norsk Hydro’s election committee has nominated two directors. The merged company will arrange for the election of three employee representatives for the merged company’s board of directors as soon as possible after completion of the merger, with the aim of having employee representatives in these corporate bodies with experience within Hydro Petroleum and Statoil reflecting the principle of a merger of equals. At the closing date for the merger, the existing employee representatives on the board of Statoil will serve as board members. See ‘‘Item 6 — Directors, Senior Management and Employees — Board of Directors’’

in the Statoil 2006 Form 20-F.

The proposed members of the board shall be elected for the period up until the annual general meeting of the merged company in the spring of 2010. The proposed members of the board of directors, their place of residence

and age are identified below. Their business address will be care of Statoil ASA, Forusbeen 50, N-4035, Stavanger, Norway.

Name Place of Residence Year of Birth

Eivind Reiten*********************************************** Oslo, Norway 1953 Kurt Anker Nielsen****************************************** Copenhagen, Denmark 1945 Grace Reksten Skaugen ************************************** Oslo, Norway 1953

Eivind Reiten, Chairman of the board, is president and chief executive officer of Norsk Hydro. Prior to joining Norsk Hydro in September 1986, he was state secretary in the Ministry of Finance and later minister of fisheries. In 1989-90 he was minister of petroleum and energy. He has been a manager in Norsk Hydro’s agricultural division (now Yara International ASA), and has served as president of Norsk Hydro’s energy and refining & marketing divisions and of Hydro Aluminium, metal products. In 1999, Mr. Reiten was appointed executive vice president with an overall responsibility for Norsk Hydro’s aluminium business and became a member of the corporate management. He has served as chief executive officer of Norsk Hydro since 2001.

Mr. Reiten holds an economics degree from the University of Oslo. He has been a member of the board of the Central Bank of Norway, and chair of the boards of the Norwegian Postal Service, Telenor ASA and the International Primary Aluminium Institute.

Marit Arnstad, Deputy Chairman of the board, is a lawyer and works as an adviser at the Schjødt law firm in Trondheim. Ms. Arnstad was minister of petroleum and energy in the period 1997-2000 and a member of parliament representing the Centre Party in the periods 1993-97 and 2001-05. She has been senior executive officer in the Ministry of the Environment, and an assistant lawyer in the law firm of Wiersholm, Mellbye and Bech. Ms. Arnstad is chair of the board of the Norwegian University of Science and Technology in Trondheim (NTNU), and sits on the boards of NTE Nett AS, Aker Seafood ASA, Acta ASA, COWI AS and Access Mid-Norway. She has been a member of Statoil’s board since 2006.

Kjell Bjørndalen is general secretary of the Norwegian United Federation of Trade Unions and a member of the secretariat of the Norwegian Confederation of Trade Unions. He is a member of Statoil’s corporate assembly and sits on the board of Bank1 Oslo ASA. Mr. Bjørndalen is also a leader of the amalgamation of industrial employees in the Nordic countries. He has been a member of the Labour party’s central board since 1992.

Roy Franklin was chief executive of Paladin Resources plc, our UK independent oil and gas company, from 1997-2005, and group managing director of Clyde Petroleum plc from 1991-97. Previously, he held several positions with BP from 1973 to 1991, where he gained exploration, commercial and management experience in several countries. Mr. Franklin holds a BSc in geology from Southampton University, UK. He was chair of Brindex, the trade association for UK independent oil and gas companies, and a member of Pilot, the joint industry/government task force, from 2002-05. Mr. Franklin is non-executive chair of Bateman Litwin NV, and sits on the boards of an Australian oil and gas company and Novera Energy Ltd, a leading UK company in the renewables sector Santos Ltd. In 2004, he was awarded the OBE for services to the UK oil and gas industry.

Elisabeth Grieg is co-owner of the Grieg Group and CEO of Grieg International AS. She is also chair of the board of Grieg Shipping Group, vice president of the Norwegian Shipowners’ Association and sits on the boards of Star Shipping AS, Grieg International AS, Grieg Maturitas AS, the Grieg Foundation and SOS Children’s Villages in Norway. She is a member of Orkla ASA’s corporate assembly and election committee and the council and election committee of Det Norske Veritas. Ms. Grieg has been a member of the Norsk Hydro board since 2001, and has been Deputy Chairman of the Norsk Hydro board since 2006.

Kurt Anker Nielsen has previously held senior positions in Novo A/S and Novo Nordisk A/S, including as CFO and managing director. He is presently deputy chair of the boards of Novozymes A/S and Dako A/S, and sits on the boards of Novo Nordisk A/S, Novo Nordisk Fonden, ZymoGenetics Inc and Westas Wind Systems A/S. Mr. Nielsen is also chair of the board of Reliance A/S. Mr. Nielsen has been a member of Norsk Hydro’s board since 2004.

Grace Reksten Skaugen is an independent consultant. Ms. Skaugen has held the position of director of corporate finance at Enskilda Securities in Oslo. She has also been adviser for Aircontactgruppen in Oslo and Fearnley Finance Ltd in London. She did research in the field of microelectronics at Columbia University in New York. Ms. Skaugen has a PhD in laser physics from the Imperial College of Science and Technology, London University, and an MBA from the Norwegian School of Management. She is board chair of Entra Eiendom AS, deputy chair at Opera Software ASA and board member of Investor AB and Atlas Copco AB. Ms. Skaugen has been a member of Statoil’s board of directors since June 2002.

Audit Committee

The audit committee is a committee of the board of directors and its objective is to perform more thorough assessments of specific matters within the merged company and report to the board of directors. The audit committee is instructed to assist the board’s oversight of issues such as (1) the quality and integrity of the company’s financial statements and related disclosure, (2) the external auditor’s qualifications and independence, (3) the performance of the external auditor subject to the requirements of Norwegian law, (4) the performance of the company’s internal audit function, internal controls and risk management and risk audit function, (5) the company’s compliance with legal and regulatory requirements, including the requirements related to the listing on stock exchanges, and (6) compliance with the group’s ethical rules, including the group’s compliance activities relating to corruption.

The internal audit function reports directly to the board of directors and to the Chief Executive Officer. The audit committee assists the board in overseeing this function. The audit committee also receives regular briefings and reports on internal control and ethical issues.

Under Norwegian law, the external auditor is elected by shareholders at the Annual General Meeting. The audit committee makes a recommendation to the board of directors in respect of the appointment of the external auditor based upon its evaluation of the qualifications and independence of the auditor to be proposed for election or re-election. The audit committee meets at least six times a year, and meets separately with the internal auditor and the external auditor on a regular basis.

The audit committee is also charged with reviewing the scope of the audit and the nature of any non-audit services provided by external auditors. The external auditors report directly to the audit committee on a regular basis. The audit committee also maintains procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal controls or auditing matters and for the confidential, anonymous submission by employees of the company of concerns regarding accounting or auditing matters. The audit committee has the authority to engage independent advisors to assist it in carrying out its duties. The board elects up to four of its members to serve on the audit committee.

Compensation Committee

The compensation committee is a committee of the board of directors and its objective is to assist the board in (1) the further development of the merged company’s reward philosophy and strategy generally, and more specifically with regard to compensation of the CEO, (2) devising internally consistent and externally competitive total compensation programs in order to attract, retain and reward the CEO and key executives for performance related to achievements of financial goals, values and leadership approach, and (3) providing guidance, direction and monitoring of the merged company’s compensation programs with respect to the long-term interest of the shareholders. The board elects three of its members to serve on the compensation committee.

Executive Committee

An executive committee is not required under Norwegian corporate law, but the committee was established by Statoil as part of the overall organization of the company. Each member of the executive committee supervises separate business areas or staff units. Although the CEO is responsible for making decisions on important matters not requiring the decision of the board of directors, as well as all matters referred to him by the board, the executive committee has an advisory role. The board of directors has granted Mr. Lund, Mr. Sætre and Mr. Jacobsen the power of procurement, which under Norwegian law essentially empowers each of them to act on behalf of the merged company in all matters relating to the normal operations of the merged company.

The members of the merged company’s executive committee following completion of the merger, their place of residence, age and position are identified below. Their business address will be care of Statoil ASA, Forusbeen 50, N-4035, Stavanger, Norway.

Name Place of Residence Year of Birth Position

Helge Lund**************** Bærum, Norway 1962 President and Chief Executive Officer Eldar Sætre **************** Sandnes, Norway 1956 Chief Financial Officer

Tore Torvund*************** Bergen, Norway 1952 Executive Vice President,

Exploration & Production Norway Peter Mellbye ************** Stavanger, Norway 1949 Executive Vice President, International

Exploration & Production Jon Arnt Jacobsen*********** Stavanger, Norway 1957 Executive Vice President,

Manufacturing & Marketing Morten Ruud*************** Bærum, Norway 1952 Executive Vice President, Projects Rune Bjørnson************** Sandnes, Norway 1958 Executive Vice President, Natural Gas Margareth Øvrum*********** Bergen, Norway 1958 Executive Vice President, Technology

and New Energy

Hilde Merete Aasheim******* Oslo, Norway 1958 Executive Vice President, Group Services

Helge Lund was appointed President and Chief Executive Officer of Statoil on March 7, 2004 and assumed his position on August 15, 2004. Mr. Lund came from the position of Chief Executive of Aker Kværner, and from 1999 until he joined Statoil, he held a number of positions in the Aker RGI system, among them Deputy Chief Executive and Chief Operating Officer, before becoming Chief Executive Officer of Aker Kværner in 2002. For a period he was also appointed to the board of directors of Kværner. Mr. Lund joined the Hafslund Nycomed industrial company in 1993, and from 1997, he was deputy managing director of Nycomed Pharma for a period of two years. Before then, Mr. Lund was a political advisor in the Conservative Party’s parliamentary group and a consultant at McKinsey & Co. Mr. Lund graduated as a business economist from the Norwegian School of Economics and Business Administration (NHH) in Bergen. He also has a master of business administration (MBA) from the Insead business school in France.

Eldar Sætre became Chief Financial Officer and Executive Vice President of Statoil on September 1, 2004 after he had been acting in this position since September 30, 2003. Previously, Mr. Sætre had been senior vice president for corporate control, planning and accounting since 1998 and senior vice president for corporate planning and control in the period from 1995 to 1998. Before then, his positions included controller for Gullfaks (1985-1989), commercial manager for Bergen Operations (1989-1992) and controller in E&P Norway (1992-1995). Mr. Sætre joined the group in 1980. He graduated with a Masters of Science degree in Business from the Norwegian School of Economics and Business Administration (NHH) in 1980.

Tore Torvund has served as Executive Vice President for Norsk Hydro’s Oil and Energy area since January 2000. From 1996 to the date of his appointment as Executive Vice President, Mr. Torvund served as Senior Vice President with responsibility for all exploration and production activities in Norway, and from 1992 to 1996, he had responsibility for Norsk Hydro’s operations on the Norwegian Continental Shelf. Between 1990 and 1992, he served as Vice President for drilling operations, and from 1982-1990 he held different management positions within the Exploration & Production Division related to a North Sea field development project. From 1977 to 1982, Mr. Torvund worked for the French oil company Elf Aquitaine, where he was involved with oil and gas projects. Mr. Torvund received a masters degree in petroleum engineering from the Norwegian Institute of Technology in 1976.

Peter Mellbye took over as Statoil’s Executive Vice President, International Exploration & Production on September 1, 2004, after he had served as Executive Vice President of Natural Gas since 1992. Employed at Statoil since 1982, Mr. Mellbye has held numerous positions. Most recently, Mr. Mellbye served as President of the Natural Gas business segment from 1990 to 1992 and as Vice President of Natural Gas Marketing from 1982 to 1990. Currently, Mr. Mellbye is a member of the board of the Energy Policy Foundation of Norway, and was previously a member of the boards of Siemens AS and Institut Fran¸cais du P´etrole in France. Mr. Mellbye graduated from the Universities of Oslo and Bergen with a degree in political science in 1977.

Jon Arnt Jacobsen has been Statoil’s Executive Vice President, Manufacturing & Marketing since September 1, 2004. He came from the position of Senior Vice President for group finance in Statoil, which he had held since 1998. He previously held the position of General Manager and head of the Singapore branch at Den Norske Bank ASA (DnBNor). From 1992 to 1995, Mr. Jacobsen headed the industrial section of DnBNor’s

corporate customer division, having previously held a number of different positions in DnBNor’s banking organization for the oil and gas industry over a seven-year period. He worked from 1983 to 1985 as a downstream market analyst for Esso Norge. Mr. Jacobsen was a member of the board of Mesta AS from 2002 to 2004. He has a business degree from the Norwegian School of Management and an MBA from the University of Wisconsin.

Morten Ruud was appointed Norsk Hydro’s Senior Vice President, Projects on January 1, 2004. He has served as Senior Vice President within Norsk Hydro’s Oil & Energy area since 1993. Employed at Norsk Hydro since 1980, Mr. Ruud has held numerous positions. From 1997 to 2004, Mr. Ruud headed the Exploration &

Production division of Norsk Hydro. Between 1996 and 1997, Mr. Ruud had responsibility for Norsk Hydro’s operations on the Norwegian Continental Shelf. Mr. Ruud was the project director for Troll Oil Project, from 1992 to 1996, and for the Brage Project from 1989 to 1992. From 1982 to 1989, Mr. Ruud held different management positions within the Oseberg Development Project. Mr. Ruud serves as the Deputy Chairman of the Intsok Foundation. He received a masters degree in mechanical engineering from the Norwegian Institute of Technology in 1975.

Rune Bjørnson was appointed Statoil’s Executive Vice President, Natural Gas on September 1, 2004.

Mr. Bjørnson came from the position of Senior Vice President for Supply and Transport in Statoil’s Natural Gas business area. Mr. Bjørnson was managing director of Statoil’s operations in the UK from 2001 to 2003. Since 1990, he has held a number of executive positions in the natural gas area, and he also performed market analysis work for the group when he joined Statoil in 1985. From 1999 to 2001, Mr. Bjørnson was chair of the Gas Negotiating Committee (GFU). He has an MSc in Economics from the University of Bergen.

Margareth Øvrum was appointed Statoil’s Executive Vice President, Technology & Projects on March 30, 2005. She previously held the position of Executive Vice President for Health, Safety and the Environment since September 1, 2004. Before then, she was Senior Vice President for operations support in Exploration &

Production Norway and head of Statoil’s Bergen office. Before taking up her appointment in Bergen in 2000,

Production Norway and head of Statoil’s Bergen office. Before taking up her appointment in Bergen in 2000,