Invitation to the Annual General Meeting of Lundin Petroleum AB
The shareholders of Lundin Petroleum AB are hereby given notice
of the Annual General Meeting of Shareholders to be held on
Thursday 3 May 2018 at 1 p.m. (Swedish time). Location:
Vinterträdgården at Grand Hôtel, Södra Blasieholmshamnen 8, in
Stockholm. The Annual General Meeting will be translated from
Swedish to English and from English to Swedish.
Attendance at the Annual General
MeetingShareholders wishing to attend the Annual General
Meeting shall:
- be recorded in the share register maintained by Euroclear
Sweden AB on Thursday 26 April 2018; and
- notify Lundin Petroleum of their intention to attend the Annual
General Meeting no later than Thursday 26 April 2018 through the
website www.lundin-petroleum.com (only applicable to individuals)
or by mail to Computershare AB, “Lundin Petroleum AB’s AGM”, P.O.
Box 610, SE - 182 16 Danderyd, Sweden, by telephone Int +46-8-518
01 554 or by e-mail info@computershare.se.
Shareholders
whose shares are registered in the name of a nominee must
temporarily register, through the nominee, the shares in their own
names in order to be entitled to attend the Annual General Meeting.
Such registration must be effected by Thursday 26 April 2018.
Shareholders may attend the Annual General Meeting through a
proxy. A shareholder shall in such a case issue a written and dated
proxy signed by the shareholder. Proof of authorisation (through a
certificate of registration or similar) shall be attached to
proxies issued by legal entities. A proxy form is available on
www.lundin-petroleum.com and will be sent to shareholders upon
request. To facilitate registration at the Annual General Meeting,
proxy forms, certificates of registration and other documents of
authority should be submitted to the Company at the address above
in good time prior to the Meeting.
Proposed agenda
- Opening of the Annual General Meeting.
- Election of Chairman of the Annual General Meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Election of one or two persons to approve the minutes.
- Determination as to whether the Annual General Meeting has been
duly convened.
- Speech by the Chief Executive Officer.
- Presentation of the annual report and the auditor’s report, the
consolidated financial statements and the auditor’s Group
report.
- Resolution in respect of adoption of the income statement and
the balance sheet and the consolidated income statement and
consolidated balance sheet.
- Resolution in respect of disposition of the Company’s result
according to the adopted balance sheet and determination of record
date for dividend.
- Resolution in respect of discharge from liability of the
members of the Board of Directors and the Chief Executive
Officer.
- Presentation by the Nomination Committee:
- Proposal for the number of members of the Board.
- Proposal for election of Chairman of the Board and other
members of the Board.
- Proposal for remuneration of the Chairman and other members of
the Board.
- Proposal for election of auditor.
- Proposal for remuneration of the auditor.
- Resolution in respect of the number of members of the
Board.
- Resolutions in respect of Board members:
- Re-election of Peggy Bruzelius as a Board member;
- re-election of C. Ashley Heppenstall as a Board member;
- re-election of Ian H. Lundin as a Board member;
- re-election of Lukas H. Lundin as a Board member;
- re-election of Grace Reksten Skaugen as a Board member;
- re-election of Alex Schneiter as a Board member;
- re-election of Cecilia Vieweg as a Board member;
- re-election of Jakob Thomasen as a Board member;
- election of Torstein Sanness as a Board member and
- re-election of Ian H. Lundin as the Chairman of the Board.
- Resolution in respect of remuneration of the Chairman and other
members of the Board.
- Election of auditor.
- Resolution in respect of remuneration of the auditor.
- Resolution in respect of the 2018 Policy on Remuneration for
Group Management.
- Resolution in respect of the 2018 Long-term, Performance-based
Incentive Plan.
- Resolution to authorise the Board to resolve on new issue of
shares and convertible debentures.
- Resolution to authorise the Board to resolve on repurchase and
sale of shares.
- Closing of the Annual General Meeting.
Proposals for resolutions to be
presented at the Annual General Meeting of Lundin Petroleum AB on
Thursday 3 May 2018 in Stockholm
Resolution in respect of disposition of
the Company’s result (item 10)The Board proposes that a
cash dividend of SEK 4.00 per share be declared for the financial
year 2017.
The Board further proposes that the record date of the dividend
payment shall be 7 May 2018. If the Annual General Meeting resolves
in accordance with the Board’s proposal, the dividend is expected
to be paid out on 11 May 2018 through Euroclear Sweden AB.
Resolutions in respect of Chairman of
the Annual General Meeting, number of Board members, election of
Chairman of the Board and of other members of the Board, fees
payable to the Chairman of the Board and other members of the
Board, election of auditor and fees payable to the auditor (items 2
and 13-17)Lundin Petroleum AB’s Nomination Committee for
the 2018 Annual General Meeting, consisting of Ian H. Lundin
(Nemesia Sàrl and Landor Participations Inc., as well as Chairman
of the Board), Åsa Nisell (Swedbank Robur Fonder), Hans Ek (SEB
Investment Management AB) and Filippa Gerstädt (Nordea Funds),
appointed by shareholders jointly holding approximately 32.7
percent of the voting rights for all the shares in Lundin Petroleum
AB as per 1 August 2017, proposes the following:
- Advokat Klaes Edhall to be appointed as Chairman of the Annual
General Meeting.
- Nine members of the Board to be appointed without deputy
members.
- Re-election of Peggy Bruzelius, C. Ashley Heppenstall, Ian H.
Lundin, Lukas H. Lundin, Grace Reksten Skaugen, Alex Schneiter,
Cecilia Vieweg and Jakob Thomasen as members of the Board and
election of Torstein Sanness as a new member of the Board for a
period until the end of the 2019 Annual General Meeting. Torstein
Sanness was born in 1947 and is a Norwegian citizen. Mr. Sanness
was formerly Managing Director of Lundin Norway AS from 2004 until
his retirement in April 2015. Mr. Sanness also served as Chairman
of Lundin Norway AS from April 2015 to March 2017. From 2000 to
2004, he served as Managing Director of Det Norske Oljeselskap AS
and from 1972 to 2000, he served in various capacities with Saga
Petroleum, where he held several executive positions globally. Mr.
Sanness is a graduate of the Norwegian Institute of Technology
where he obtained a Master of Engineering in geology, geophysics
and mining engineering. Mr. Sanness is well respected within the
Norwegian oil and gas industry given his extensive experience, and
his competencies include profound knowledge and understanding of
the Norwegian oil and gas industry, coupled with detailed technical
knowledge and good relationships with industry stakeholders in
general. Mr. Sanness is currently a Board member of International
Petroleum Corporation, Panoro Energy ASA, Sevan Marine ASA and TGS
Nopec ASA.
- Re-election of Ian H. Lundin as Chairman of the Board for a
period until the end of the 2019 Annual General Meeting.
- Remuneration of the members of the Board of Directors and the
Chairman of the Board of Directors, including in respect of
Committee membership, to be as follows: (i) annual fees of the
members of the Board of Directors of SEK 525,000 (excluding the
Chairman of the Board of Directors and the Chief Executive Officer
as a Board member); (ii) annual fees of the Chairman of the Board
of Directors of SEK 1,100,000; (iii) annual fees for Committee
members of SEK 110,000 per Committee assignment (other than
Committee Chairs); (iv) annual fees for Committee Chairs of SEK
165,000; (v) annual fees for the CR/HSE Board representative of SEK
165,000; with the total fees for Committee work, including
Committee Chair and CR/HSE Board representative fees, not to exceed
SEK 1,155,000.
- Re-election of the registered accounting firm
PricewaterhouseCoopers AB as the auditor of the Company, which
intends to appoint authorised public accountant Johan Rippe as the
auditor in charge, for a period until the end of the 2019 Annual
General Meeting.
- The auditor's fees shall be payable upon approval of their
invoice.
Resolution in respect of the 2018 Policy on Remuneration
for Group Management (item 18)The Board’s proposal for the
2018 Policy on Remuneration for Lundin Petroleum’s Group
Management, which consists of the President and Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer and Vice
President level employees, entails that it is the aim of Lundin
Petroleum to recruit, motivate and retain high calibre executives
capable of achieving the objectives of the Group, and to encourage
and appropriately reward performance that enhances shareholder
value. Accordingly, the Group operates a Policy on Remuneration
which ensures that there is a clear link to business strategy and a
close alignment with shareholder interests and current best
practice, and aims to ensure that Group Management is rewarded
fairly for its contribution to the Group’s performance.
There are four key elements to the remuneration package of Group
Management: a) Base salary; b) Yearly variable salary; c) Long-term
Incentive Plan (LTIP); and d) Other benefits.
The 2018 Policy on Remuneration also provides for mutual notice
periods on termination of employment and for severance arrangements
in the event of termination of employment due to a change of
control of the Company, where employment is terminated by the
Company without cause, or otherwise in circumstances at the
discretion of the Board.
In addition, remuneration as per prevailing market conditions
may be paid to members of the Board of Directors for work performed
outside the directorship.
The proposed 2018 Policy on Remuneration for Group Management is
available on www.lundin-petroleum.com.
Resolution for the 2018 Long-term, Performance-based
Incentive Plan (item 19)
The Board of Directors proposes that the Annual
General Meeting resolve to establish a long-term, performance-based
incentive plan (“LTIP 2018”) in respect of Group
Management and a number of key employees of Lundin Petroleum, which
follows the same principles as the long-term, performance-based
incentive plan (“LTI”) approved by the 2014 - 2017
Annual General Meetings and which is based on the guidelines and
the principal terms and conditions set out below.
The primary reason for establishing LTIP 2018 is to
align the interests of Group Management and other key employees
with the interests of the shareholders, and to provide market
appropriate reward reflecting performance and commitment.
In order to be eligible to participate in future
LTI plans, each participant needs to build towards a meaningful
shareholding in Lundin Petroleum, meaning that a certain portion of
any allotted shares pursuant to LTIP 2018 (and any future LTI
plans) shall be retained until the required level of shareholding
has been met.
Awards under LTIP 2018 are proposed to be made to
approximately 16 permanent employees of the Lundin Petroleum Group
(the “Participants”), comprising the Chief
Executive Officer and other members of Group Management as well as
certain other key employees within the Lundin Petroleum Group. The
Board of Directors may, within the total number of shares available
under LTIP 2018, invite a limited number of additional Participants
in LTIP 2018 following recruitment to the Lundin Petroleum
Group.
LTIP 2018 gives the Participants the possibility to
receive shares in Lundin Petroleum subject to uninterrupted
employment and to the fulfilment of a performance condition over a
three year performance period normally commencing on 1 July 2018
and expiring on 30 June 2021 (the “Performance
Period”). The performance condition (the
“Performance Condition”) is based on the share
price growth and dividends (“Total Shareholder
Return”) of the Lundin Petroleum share compared to the
total shareholder return of a peer group of companies (the
“Peer Group”). At the beginning of the Performance
Period, the Participants will, free of charge be granted awards
(“LTIP Awards”) which, provided that i.a. the
Performance Condition is met, entitle the Participant to be
allotted, also free of charge, shares in Lundin Petroleum
(“Performance Shares”) as soon as reasonably
practicable following the end of the Performance Period.
The LTIP Award (i.e. the number of Performance
Shares that a Participant may be allotted following the expiration
of the Performance Period, provided that i.a. the Performance
Condition is met) to be awarded to each Participant shall be
calculated as follows:
LTIP Award = A multiplied by B divided by C,
where
A is the Participant’s monthly gross base salary
applicable as at the date of grant of the LTIP Award;
B is a number of months as determined by the Board
of Directors in respect of each Participant, taking into account
such factors as industry benchmarking and the Participant’s
position within the Lundin Petroleum Group (but in any case, not
exceeding 36 months); and
C being the average closing price of the Lundin
Petroleum share on Nasdaq Stockholm for the three month period
immediately prior to the Performance Period (the “Initial
Share Price”).
Fractions of Performance Shares shall be
rounded-off to the immediate lower whole number.
Assuming a share price of the Lundin Petroleum
share as of 28 March 2018 of SEK 211.4, the total number of
Performance Shares that may be allotted under LTIP 2018 as at the
date of award (assuming 100 per cent vesting) is approximately
343,000, corresponding to approximately 0.1 per cent of the current
total number of shares and votes in Lundin Petroleum. Since LTIP
Awards are intended to be awarded in July 2018 and the share price
of the Lundin Petroleum share may fluctuate until the Initial Share
Price is determined, and considering additional Participants
following recruitment, the total number of Performance Shares under
LTIP 2018 as at the date of award may not exceed 460,000.
Allotment of Performance Shares will be determined
by the Board of Directors after the expiration of the Performance
Period on the basis of LTIP Awards made and is conditional on (i)
the Participant retaining his or her uninterrupted employment in
the Lundin Petroleum Group until the expiry of the Performance
Period and (ii) the Performance Condition having been met. The
Board of Directors may reduce (including reduce to zero) allotment
of Performance Shares at its discretion, should it consider the
underlying performance not to be reflected in the outcome of the
Performance Condition, for example, in light of operating cash
flow, reserves, and health and safety performance.
A minimum and a maximum level for the Performance
Condition to be fulfilled have been established by the Board of
Directors. In order for the LTIP Awards to give entitlement to the
maximum number of Performance Shares, the maximum level for the
Performance Condition must have been fulfilled. Where the level of
fulfilment is between the minimum and maximum levels, allotment
will occur on a linear basis.
The Participants will not be entitled to transfer,
pledge or dispose of the LTIP Award or any rights or obligations
under LTIP 2018, or exercise any shareholders’ rights regarding the
LTIP Awards during the Performance Period.
Recalculation of the Performance Condition and the
LTIP Awards, including the number of Performance Shares allotted,
shall take place in the event of an intervening dividend in kind,
bonus issue, split, preferential rights issue and/or other similar
corporate events.
The Board of Directors will be entitled to adopt
different terms and conditions for LTIP 2018 regarding, among other
things, the Performance Period and allotment of Performance Shares
in the event of commencement or termination of employment during
the Performance Period, e.g. due to new recruitments, illness,
disability, death, redundancy, contractual retirement and other
exceptional circumstances determined by the Board of Directors.
The LTIP Awards entitle Participants to acquire
already existing Lundin Petroleum shares. The Board of Directors
will consider means to secure the Company’s expected financial
exposure related to LTIP 2018. One method would be to enter into an
equity swap agreement with a third party on terms in accordance
with market practice, whereby the third party in its own name shall
be entitled to acquire and transfer shares in Lundin Petroleum to
the Participants.
The maximum cost for granting LTIP Awards under
LTIP 2018 (assuming 100 per cent vesting), excluding costs related
to delivery of the Performance Shares, is approximately USD 8.8
million (approximately SEK 72.5 million), excluding social security
charges. On this basis, the maximum cost for social security
charges is estimated to be approximately USD 0.9 million
(approximately SEK 7.4 million) assuming 100 per cent vesting.
The Board of Directors proposes that the Annual
General Meeting resolves in accordance with the Board of Directors’
proposal to establish LTIP 2018. A valid resolution requires a
simple majority of the votes cast.
A more detailed description of the Board’s proposal
for the 2018 LTIP is available on www.lundin-petroleum.com.
Resolution to authorise the Board to resolve on new
issue of shares and convertible debentures (item 20)The
Board proposes that the Board is authorised to decide, at one or
more occasions until the next Annual General Meeting:
- to issue no more than 34,000,000 new shares with consideration
in cash or in kind or by set-off or otherwise with conditions and
thereby be able to resolve to disapply the shareholders
pre-emption rights. To the extent the new shares are issued with
disapplication of the shareholders pre-emption rights they shall
be issued at a subscription price that closely corresponds to the
market price of the shares at the time of the issue; and
- to issue convertible debentures with consideration in cash or
in kind or by set-off or otherwise with conditions and thereby be
able to resolve to disapply the shareholders pre-emption rights,
where the number of shares that may be issued after conversion must
not exceed 34,000,000. To the extent the convertible debentures are
issued with disapplication of the shareholders pre-emption rights
they shall be issued at a subscription price that closely
corresponds to market value based on the market price of the shares
at the time of the issue of the convertible debentures.
The reason for disapplying the shareholders’ pre-emption rights
is to enable Lundin Petroleum to make business acquisitions or
other major investments. The total number of shares that can be
issued based on the proposed authorisations under (i) and (ii) may
not together exceed 34,000,000. If the authorisation is exercised
in full for issues with deviation from the shareholders’
pre-emption rights, the dilution effect is approximately ten
percent.
This proposal requires the affirmative support of shareholders
holding at least two thirds of the votes given for this resolution
and of the shares represented at the Annual General Meeting.
Resolution to authorise the Board to
resolve on repurchase and sale of shares (item 21)The
Board proposes that the Board is authorised, during the period
until the next Annual General Meeting, to decide on repurchases and
sales of Lundin Petroleum shares on Nasdaq Stockholm (the
“Exchange”). The maximum number of shares repurchased shall be such
that shares held in treasury from time to time do not exceed ten
percent of all shares of the Company. The maximum number of shares
that may be sold is the number of shares that the Company at such
time holds in treasury. Repurchase and sale of shares on the
Exchange may take place only at a price within the spread between
the highest bid price and lowest ask price as registered from time
to time on the Exchange. The repurchases and sales shall be made in
accordance with the provisions concerning the purchase and sale of
a company’s own shares under applicable stock exchange rules and
other applicable rules and regulations.
The purpose of the authorisation is to provide the Board with an
instrument to optimise Lundin Petroleum’s capital structure and
thereby create added value for the shareholders, to secure Lundin
Petroleum’s obligations under its incentive plans and to cover
costs, including social security charges, that may arise as a
result of the LTIP programs of the Company.
This proposal requires the affirmative support of shareholders
holding at least two thirds of the votes given for this resolution
and of the shares represented at the Annual General Meeting.
Further information Lundin Petroleum AB’s share
capital amounts to SEK 3,478,713.38, represented by 340,386,445
shares. Each share carries one vote. Lundin Petroleum AB holds, as
per 29 March 2018, 1,873,310 own shares. The Company’s Articles of
Association are available on www.lundin-petroleum.com.
The Board and the Chief Executive Officer shall, if a
shareholder so request and the Board considers that it may do so
without significant damage to the Company, give information at the
Annual General Meeting regarding circumstances that could affect
the assessment of an item on the agenda and circumstances that
could affect the assessment of the Company’s or a subsidiary’s
financial situation. The duty to give information also applies to
the Company’s relationship with another Group company and the
consolidated financial statements.
The Chief Executive Officer’s speech will be available on
www.lundin-petroleum.com after the Annual General Meeting.
Members of Lundin Petroleum’s Group Management will be available
before and after the Annual General Meeting to discuss the business
and operations of the Company and to answer questions from
shareholders.
Additional documentation The following
documentation is further available at Lundin Petroleum’s office
(Hovslagargatan 5 in Stockholm) and on
www.lundin-petroleum.com:
- The Nomination Committee’s complete proposal regarding items 2
and 13-17, including a reasoned statement regarding the proposal
for the Board.
- Lundin Petroleum AB’s annual report, which includes the
financial statements and the audit report.
- The Board’s proposal for a dividend distribution.
- The Board’s statement pursuant to the Swedish Companies Act
Chapter 18, Section 4 in respect of the dividend
distribution.
- The statement of the auditor regarding the application of
guidelines for remuneration as per the Swedish Companies Act
Chapter 8, Section 54.
- The Board’s report on the evaluation of remuneration of Group
Management in 2017.
- The Board’s proposal for the 2018 Policy on Remuneration for
Group Management.
- The Board’s proposal for the 2018 LTIP.
- The Board’s proposal to authorise the Board to resolve on
repurchase and sale of shares.
- The Board’s statement pursuant to the Swedish Companies Act
Chapter 19, Section 22 in respect of the authorisation to purchase
and sell own shares.
- The Board’s proposal to authorise the Board to resolve on new
issue of shares and convertible debentures.
- A proxy form.
All documents will be sent to shareholders free of charge upon
request if their postal address is provided.
Stockholm in March 2018LUNDIN PETROLEUM AB
(publ)The Board of Directors
Lundin Petroleum is one of Europe’s leading
independent oil and gas exploration and production companies with
operations focused on Norway and listed on NASDAQ Stockholm (ticker
"LUPE"). Read more about Lundin Petroleum’s business and operations
at www.lundin-petroleum.com
For further information, please contact:
Alex BuddenVP
Communications & Investor RelationsTel: +41 22 595 10
19alex.budden@lundin.ch |
or |
Sofia AntunesInvestor
Relations OfficerTel: +41 795 23 60 75sofia.antunes@lundin.ch |
or |
Robert ErikssonManager, Media
CommunicationsTel: +46 701 11 26
15robert.eriksson@lundin-petroleum.se |
Forward-Looking Statements
Certain statements made and information contained herein
constitute "forward-looking information" (within the meaning of
applicable securities legislation). Such statements and information
(together, "forward-looking statements") relate to future events,
including the Company's future performance, business prospects or
opportunities. Forward-looking statements include, but are not
limited to, statements with respect to estimates of reserves and/or
resources, future production levels, future capital expenditures
and their allocation to exploration and development activities,
future drilling and other exploration and development activities.
Ultimate recovery of reserves or resources are based on forecasts
of future results, estimates of amounts not yet determinable and
assumptions of management.
All statements other than statements of historical fact may be
forward-looking statements. Statements concerning proven and
probable reserves and resource estimates may also be deemed to
constitute forward-looking statements and reflect conclusions that
are based on certain assumptions that the reserves and resources
can be economically exploited. Any statements that express or
involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or
phrases such as "seek", "anticipate", "plan", "continue",
"estimate", "expect", "may", "will", "project", "predict",
"potential", "targeting", "intend", "could", "might", "should",
"believe" and similar expressions) are not statements of historical
fact and may be "forward-looking statements". Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements. No assurance can be given that these expectations and
assumptions will prove to be correct and such forward-looking
statements should not be relied upon. These statements speak
only as on the date of the information and the Company does not
intend, and does not assume any obligation, to update these
forward-looking statements, except as required by applicable laws.
These forward-looking statements involve risks and uncertainties
relating to, among other things, operational risks (including
exploration and development risks), productions costs, availability
of drilling equipment, reliance on key personnel, reserve
estimates, health, safety and environmental issues, legal risks and
regulatory changes, competition, geopolitical risk, and financial
risks. These risks and uncertainties are described in more detail
under the heading “Risks and Risk Management” and elsewhere in the
Company’s annual report. Readers are cautioned that the foregoing
list of risk factors should not be construed as exhaustive. Actual
results may differ materially from those expressed or implied by
such forward-looking statements. Forward-looking statements are
expressly qualified by this cautionary statement.
Lundin Petroleum - Notice AGM 2018 - V5 20180329en