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LUNE - Lundin Energy AB News Story

SEK267.6 0.0  0.0%

Last Trade - 09/04/21

Sector
Energy
Size
Large Cap
Market Cap £6.50bn
Enterprise Value £9.35bn
Revenue £1.87bn
Position in Universe 115th / 1831

Notice of the Annual General Meeting of Lundin Energy AB

Thu 25th February, 2021 7:00am
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The shareholders of Lundin Energy AB are hereby given notice of the Annual
General Meeting to be held on Tuesday 30 March 2021 at 13.00 (CEST).

Important information regarding participation and voting
As a consequence of the global COVID-19 pandemic, the Board of Directors has
decided to hold the Annual General Meeting as a virtual meeting combined with
an option to vote by post in advance of the Annual General Meeting in
accordance with the Swedish Act on Temporary Exemptions to Facilitate the
Execution of General Meetings in Companies and Associations (SFS 2020:198).

For terms and instructions for online participation and voting at the Annual
General Meeting, please refer to the section “Online participation and
voting at the Annual General Meeting” below.

For terms and instructions for voting by post in advance of the Annual General
Meeting, please refer to the section “Voting by post in advance of the
Annual General Meeting” below.

Please note that despite thorough preparations, it cannot be ruled out that as
a result of technical complications, online participation or voting at the
Annual General Meeting do not work as intended. The Annual General Meeting
will be held regardless of any such complications and there is a risk that
votes submitted online at the Annual General Meeting are not registered.
Consequently, if you want to be certain of being able to exercise your voting
rights, you should vote by post in advance of the Annual General Meeting.

Please also note that it will not be possible to vote both by post in advance
of the Annual General Meeting and online at the Annual General Meeting. If a
postal vote is submitted in accordance with the terms and instructions for
voting by post and such postal vote is not withdrawn by the shareholder by
Wednesday 24 March 2021, the Company will consider the postal vote at the
Annual General Meeting.

It is possible to vote by post in advance of the Annual General Meeting and
still follow the Annual General Meeting without exercising any voting rights
online, please see the section “Voting by post in advance of the Annual
General Meeting” below for more information.

Online participation and voting at the Annual General Meeting
Shareholders who wish to participate at the virtual Annual General Meeting on
Tuesday 30 March 2021 at 13.00 (CEST) must:
* be entered as a shareholder in the share register kept by Euroclear Sweden
AB on Monday 22 March 2021 or, if the shares are registered in the name of a
nominee, request that the nominee registers the shares in the shareholder’s
own name for voting purposes in such time that the registration is completed
by Wednesday 24 March 2021; and
 
* give notice of participation no later than Wednesday 24 March 2021 through
the website www.lundin-energy.com (only applicable to individuals) or by post
to Computershare AB, “Lundin Energy AB’s AGM”, Box 5267, 102 46
Stockholm, Sweden, by telephone Int +46‑8-518 01 554 or by email
info@computershare.se.
When giving notice of participation, please state name, personal
identification number or corporate registration number, address and telephone
number.

In order to participate and vote online, you must have a reliable network
connection throughout the Annual General Meeting. Participation online is
possible through a computer, a smartphone or a tablet, updated with the latest
software version of operating systems etc., by using a web browser.

If you have registered to participate in the Annual General Meeting, you will
receive login instructions on the admission card which will be sent to the
address stated in your notice of participation. On the day of the Annual
General Meeting, you can login on the virtual platform from 11.00 CEST and you
must have logged in on the virtual platform no later than 13.00 CEST to be
able to participate.

In connection with each voting item, you will be able to choose between the
alternatives "Yes", "No" and "Abstain". There will be no opportunity to speak
but it will be possible to ask questions during the meeting by typing
a question using a Q&A function.

Shareholders who do not participate or vote online in person may exercise
their rights at the Annual General Meeting through a proxy. In order for
the proxy to obtain login instructions to the virtual platform, the proxy's
name, personal identification number or corporate registration number and
address be included in the registration to participate online. A proxy form is
available on www.lundin‑energy.com and will be sent to shareholders upon
request. Proxy forms, certificates of registration and other documents of
authority shall be appended to the application to participate online.

Voting by post in advance of the Annual General Meeting
Shareholders who wish to exercise their voting rights by post in advance of
the Annual General Meeting must:
* be entered as a shareholder in the share register kept by Euroclear Sweden
AB on Monday 22 March 2021 or, if the shares are registered in the name of a
nominee, request that the nominee registers the shares in the shareholder’s
own name for voting purposes in such time that the registration is completed
by Wednesday 24 March 2021; and

* ensure that the Company receives a postal vote in accordance with the
instructions set out below by Wednesday 24 March 2021.
In order to vote by post in advance of the Annual General Meeting, the
shareholders shall use the voting form and follow the Company’s instructions
that are available on the Company’s website, www.lundin-energy.com. The
completed voting form should be sent either:
* by post to Computershare AB, Att. “Lundin Energy AB's AGM”, Box 5267,
102 46 Stockholm, Sweden; or
* by email to Computershare AB (with the reference “Lundin Energy AB's
AGM”); or
* electronically with BankID through the Company’s website,
www.lundin-energy.com.
If a shareholder’s voting rights are exercised by proxy, a power of attorney
and other authorisation documents must be enclosed with the voting form. A
proxy form is available on www.lundin‑energy.com and will be sent to
shareholders upon request.

Shareholders who wish to exercise their voting rights by post in advance of
the Annual General Meeting may still follow the Annual General Meeting online
(without also exercising voting rights online). In order to receive login
instructions, please elect for this option in the voting form.

Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting register.
4. Approval of the agenda.
5. Election of one or two persons to approve the minutes.
6. Determination as to whether the Annual General Meeting has been duly
convened.
7. Introductory comments by the Chief Executive Officer.
8. Presentation of the annual report and the auditor’s report, the
consolidated financial statements and the auditor’s Group report as well as
the Remuneration Report prepared by the Board of Directors and the auditor’s
statement on compliance with the Policy on Remuneration.
9. Resolution in respect of adoption of the income statement and the balance
sheet and the consolidated income statement and consolidated balance sheet.
10. Resolution in respect of disposition of the Company’s result according
to the adopted balance sheet and determination of record dates for the
dividend.
11. Resolution in respect of discharge from liability of the members of the
Board of Directors and the Chief Executive Officer:  1. Peggy Bruzelius (Board
Member);
2. C. Ashley Heppenstall (Board Member);
3. Ian H. Lundin (Chairman);
4. Lukas H. Lundin (Board Member);
5. Grace Reksten Skaugen (Board Member);
6. Torstein Sanness (Board Member);
7. Alex Schneiter (Board Member and CEO);
8. Jakob Thomasen (Board Member); and
9. Cecilia Vieweg (Board Member).
  
12. Resolution in respect of adoption of the Remuneration Report prepared by
the Board of Directors.
13. Presentation by the Nomination Committee:  * Proposal for the number of
members of the Board of Directors.
* Proposal for remuneration of the Chairman and other members of the Board of
Directors.
* Proposal for election of Chairman of the Board of Directors and other
members of the Board of Directors.
* Proposal for remuneration of the auditor.
* Proposal for election of auditor.
  
14. Resolution in respect of the number of members of the Board of Directors.
15. Resolution in respect of remuneration of the Chairman and other members of
the Board of Directors.
16. Resolutions in respect of Board members:  1. re-election of Peggy
Bruzelius as a Board member;
2. re-election of C. Ashley Heppenstall as a Board member;
3. re-election of Ian H. Lundin as a Board member;
4. re-election of Lukas H. Lundin as a Board member;
5. re-election of Grace Reksten Skaugen as a Board member;
6. re-election of Torstein Sanness as a Board member;
7. re-election of Alex Schneiter as a Board member;
8. re-election of Jakob Thomasen as a Board member;
9. re-election of Cecilia Vieweg as a Board member;
10. election of Adam I. Lundin as a Board member; and
11. re-election of Ian H. Lundin as the Chairman of the Board of Directors.
  
17. Resolution in respect of remuneration of the auditor.
18. Election of auditor.
19. Resolution in respect of the 2021 Long-term, Performance-based Incentive
Plan.
20. Resolution in respect of delivery of shares under the 2021 Long-term,
Performance-based Incentive Plan.
21. Resolution to grant extraordinary cash compensation to a Board member,
equally the former CEO.
22. Resolution to authorise the Board of Directors to resolve on new issue of
shares and convertible debentures.
23. Resolution to authorise the Board of Directors to resolve on repurchase
and sale of shares.
24. Resolutions in respect of matters initiated by a shareholder:  1. a
shareholder proposes that the Company aligns its legal defence strategy with
its human rights policy.
2. a shareholder proposes that the Company discloses in detail all current and
projected direct and indirect costs connected with the legal defence.
  
25. Closing of the Annual General Meeting.
Proposals for resolutions at the Annual General Meeting of Lundin Energy AB
on Tuesday 30 March 2021 in Stockholm

Preparation and approval of the voting register (item 3)
The Board of Directors proposes that the register prepared by Computershare AB
(on behalf of the Company) based on the Company’s share register,
shareholders attending online and postal votes received by the Company is
approved as voting register for the Annual General Meeting.

Election of one or two persons to approve the minutes (item 5)
The Board of Directors proposes that Arne Lööw, representing Fjärde AP
Fonden and Peter Lundkvist, representing Tredje AP Fonden, or, if one or both
of them are absent, any person or persons appointed by the Board of Directors,
are elected to attest the minutes of the meeting.

Resolution in respect of disposition of the Company’s result (item 10)
The Board of Directors proposes that the Annual General Meeting resolves on a
cash dividend in the amount of USD 1.80 per share, corresponding to USD 512
million (rounded off), to be paid in quarterly instalments of USD 0.45 per
share, corresponding to USD 128 million (rounded off). Before payment, each
quarterly dividend of USD 0.45 per share shall be converted into a SEK amount
based on the USD to SEK exchange rate published by Sweden’s central bank
(Riksbanken) four business days prior to each record date (rounded off to the
nearest whole SEK 0.01/share). The final USD equivalent amount received by the
shareholders may therefore slightly differ depending on what the USD to SEK
exchange rate is on the date of the dividend payment. The SEK amount per share
to be distributed each quarter will be announced in a press release four
business days prior to each record date.

Relevant dates for the proposed dividend:

 Ex-dividend date  Record date     Expected payment date  
 31 March 2021     1 April 2021    8 April 2021           
 1 July 2021       2 July 2021     7 July 2021            
 1 October 2021    4 October 2021  7 October 2021         
 4 January 2022    5 January 2022  11 January 2022        

In order to comply with Swedish company law, a maximum total SEK amount shall
be pre-determined to ensure that the annual dividend distributed does not
exceed the available distributable reserves of the Company and such maximum
amount for the proposed dividend has been set to a cap of MSEK 7,636 (i.e.,
MSEK 1,909 per quarter). If the total dividend would exceed the cap of MSEK
7,636, the dividend will be automatically adjusted downwards so that the total
dividend corresponds to the cap of MSEK 7,636.

If Riksbanken does not publish the USD to SEK exchange rate on the fourth
business day prior to the relevant record date, the conversion into SEK will
be based on the USD to SEK exchange rate published by Riksbanken immediately
before such business day.

Resolutions in respect of Chairman of the Annual General Meeting, number of
Board members, remuneration of the Chairman of the Board of Directors and
other members of the Board of Directors, election of Chairman of the Board of
Directors and of other members of the Board of Directors, remuneration of the
auditor and election of the auditor (items 2 and 14–18)
Lundin Energy AB's Nomination Committee for the 2021 Annual General Meeting
consists of Aksel Azrac (Chairman, representing Nemesia S.à.r.l.), Filippa
Gerstädt (representing Nordea Funds) and Ian H. Lundin (Chairman of the Board
of Directors). The Nomination Committee for the 2021 Annual General Meeting,
appointed by shareholders jointly holding approximately 34.6 percent of the
shares and voting rights in Lundin Energy AB as per 1 June 2020, proposes the
following:
* Advokat Klaes Edhall to be appointed as Chairman of the Annual General
Meeting or, if he is absent, any other person appointed by the Nomination
Committee.
* Ten members of the Board of Directors to be appointed without deputy
members.
* 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 USD
62,000 (excluding the Chairman of the Board of Directors); (ii) annual fees of
the Chairman of the Board of Directors of USD 130,000; (iii) annual fees for
Committee members of USD 14,700 per Committee assignment (other than Committee
Chairs); and (iv) annual fees for Committee Chairs of USD 20,300; with the
total fees for Committee work, not to exceed USD 193,200.
* Re-election of Peggy Bruzelius, C. Ashley Heppenstall, Ian H. Lundin, Lukas
H. Lundin, Grace Reksten Skaugen, Torstein Sanness, Alex Schneiter, Jakob
Thomasen and Cecilia Vieweg as members of the Board of Directors for a period
until the end of the 2022 Annual General Meeting, and election of Adam I.
Lundin as a member of the Board of Directors, for a period until the end of
the 2022 Annual General Meeting. Mr. Lundin was born in 1987 and is a Swedish
citizen. Mr. Lundin is an experienced senior management and Board member of
public and private companies focused on the natural resource sector. Mr.
Lundin has studied mining technology and marketing management at the British
Columbia Institute of Technology. Mr. Lundin worked during 2012-2017 with an
international investment bank, including as co-head of the London office, and
he was the Chief Executive Officer and President of Filo Mining during
2017-2019. Mr. Lundin is currently the Chief Executive Officer and President,
and Board member, of Josemaria Resources, and Chairman of the Board of Filo
Mining Corp and Africa Energy Corp, and a Board member of NGEx Minerals and
the Lundin Foundation. Mr. Lundin has advised the Nomination Committee that he
will not stand for re-election as Chairman of Africa Energy Corp in 2021.
* Re-election of Ian H. Lundin as Chairman of the Board of Directors for a
period until the end of the 2022 Annual General Meeting.
* The auditor's fees shall be payable upon approval of their invoice.
* Re-election of the registered accounting firm Ernst & Young AB as the
auditor of the Company, which intends to appoint authorised public accountant
Anders Kriström as the auditor in charge, for a period until the end of the
2022 Annual General Meeting.
Resolution for the 2021 Long-term, Performance-based Incentive Plan (item 19)
The Board of Directors proposes that the Annual General Meeting resolves to
establish a long-term, performance-based incentive plan (“LTIP 2021”) in
respect of Group Management and a number of key employees of Lundin Energy AB
(publ) (“Lundin Energy” or the “Company”), which follows similar
principles as the long-term, performance-based incentive plans approved by the
2014 - 2020 Annual General Meetings, as set forth below.

The primary reason for establishing LTIP 2021 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. The Board of Directors also believes that the proposed LTIP
2021 will provide Lundin Energy with a crucial component to a competitive
total compensation package to attract and retain executives who are critical
to Lundin Energy’s on-going success. Participants in the LTIP 2021 will not
be entitled to receive any new awards under any of the Company’s other
long-term incentive (“LTI”) plans in the same year.

The Board of Directors intends to propose to future Annual General Meetings to
establish LTI plans based on principles corresponding to the currently
proposed LTIP 2021. In order to be eligible to participate in such future LTI
plans, each participant needs to build towards a meaningful shareholding in
Lundin Energy, meaning that a certain portion of any allotted shares pursuant
to LTIP 2021 (and any future LTI plans) shall be retained until the required
level of shareholding has been met.

Implementation of LTIP 2021
The Board of Directors proposes that the Annual General Meeting 2021 resolves
on the implementation of the LTIP 2021 in accordance with the terms and
conditions set out below.

Terms and conditions

(a) Awards under LTIP 2021 are proposed to be made to approximately 20
permanent employees of the Lundin Energy Group (the “Participants”),
comprising the CEO and other members of Group Management as well as certain
other key employees within the Lundin Energy Group. The Board of Directors
may, within the total number of shares available under LTIP 2021, invite a
limited number of additional Participants in LTIP 2021 following recruitment
to the Lundin Energy Group.

(b) LTIP 2021 gives the Participants the possibility to receive shares in
Lundin Energy subject to uninterrupted employment and to the fulfilment of a
performance condition over a three year performance period normally commencing
on 1 July 2021 and expiring on 30 June 2024 (the “Performance Period”).
The performance condition (the “Performance Condition”) is based on the
share price growth and dividends (“Total Shareholder Return”) of the
Lundin Energy 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, to the extent that i.a. the Performance Condition is met,
entitle the Participant to be allotted, also free of charge, shares in Lundin
Energy (“Performance Shares”) as soon as reasonably practicable following
the end of the Performance Period.

(c) 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 multiplied by D, 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 Energy Group (but in any
case, not exceeding 36 months);

C is the average closing price of the Lundin Energy share on Nasdaq Stockholm
for the three month period immediately prior to the Performance Period (the
“Initial Share Price”); and

D is the product of the factors representing the proportional increases in the
number of Performance Shares under award, calculated by dividing the value of
the Lundin Energy share at closing on the ex-dividend date plus the declared
dividend by the value of the share at closing on the ex-dividend date, for
each dividend until allotment.

Fractions of allotted Performance Shares shall be rounded-off to the immediate
lower whole number.

Assuming a share price of the Lundin Energy share as of 24 February 2021 of
SEK 273.50, the total number of Performance Shares that may be allotted under
LTIP 2021 as at the date of award (assuming 100 per cent vesting) is
approximately 280,000, corresponding to approximately 0.10 per cent of the
current total number of shares and votes in Lundin Energy. Since LTIP Awards
are intended to be awarded in July 2021 and the share price of the Lundin
Energy share may fluctuate until the Initial Share Price is determined, and
considering additional Participants (if any) following recruitment and
increased awards due to dividends, it is proposed that the total number of
Performance Shares under LTIP 2021 shall not exceed 450,000.

(d) 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 Energy Group until the expiry of the
Performance Period and (ii) the extent to which (if any) the Performance
Condition has been met. The LTIP Award will as in previous years compensate
for dividends distributed, however, to ensure further alignment with
shareholders’ interests, LTIP 2021 will do so by increasing the number of
Performance Shares under award proportionally during the award period through
the formula described in (c) above, entailing also a reinvestment of dividends
received during the award period. 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.

(e) 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. The
Performance Condition calculation will be made based on a comparison of Total
Shareholder Return of the Lundin Energy share to the Peer Group, comparing the
period of three months prior to the commencement of the Performance Period
with the period of three months prior to the end of the Performance Period.
The LTIP Awards will vest based on the comparative Total Shareholder Return of
the Lundin Energy share from no vesting below the 50th percentile performance
and with vesting at or above the 50th percentile performance (i.e. on a
straight line basis) from one-third entitlement at the 50th percentile
performance to 100 per cent vesting at the 75th percentile performance or
above. The Performance Condition calculation will be performed by the Board of
Directors. Lundin Energy intends to present the level of fulfilment of the
LTIP 2021 Performance Condition in the 2024 Annual Report.

(f) The Participants will not be entitled to transfer, pledge or dispose of
the LTIP Award or any rights or obligations under LTIP 2021, or exercise any
shareholders’ rights regarding the LTIP Awards during the Performance
Period.

(g) Shares allotted under LTIP 2021 (or any future LTI plans) shall be subject
to certain disposition restrictions meaning that the Participants shall be
building towards a meaningful shareholding in Lundin Energy. The required
level of shareholding will be either 50 per cent or 100 per cent (200 per cent
for the CEO) of the Participant’s annual gross base salary based on the
Participant’s position within the Lundin Energy Group. Notwithstanding this
requirement, the Company may pay part or whole of the allotment of Performance
Shares in cash in order to facilitate the payment of the Participant’s tax
liabilities. However, a minimum of 50 per cent of the allotted Performance
Shares (after taxes and social security charges) under LTIP 2021 will be
required to be retained until the required level of shareholding has been met.

(h) 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.

Structure and administration

The Board of Directors of Lundin Energy will be responsible for the structure
and administration of LTIP 2021, as well as for the detailed terms and
conditions applicable between Lundin Energy and the Participants. The detailed
terms and conditions will be adopted within the scope of the terms and
conditions and guidelines stated herein. In connection therewith, the Board of
Directors will be entitled to adopt different terms and conditions for LTIP
2021 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 Board of Directors will be entitled to make adjustments in order to comply
with special rules or market conditions abroad. In the event that delivery of
Performance Shares to Participants cannot take place under applicable law or
at a reasonable cost and employing reasonable administrative measures, the
Board of Directors will be entitled to decide that Participants may, instead,
be offered a cash settlement. In the event of a change of control, the vesting
of any LTIP Awards under LTIP 2021 will be accelerated, based upon performance
up to such time.

Peer Group

The Board of Directors has reviewed the Peer Group and determined that it
shall consist of the following companies for LTIP 2021: Aker BP, Apache
Corporation, BP, Cairn Energy, ConocoPhillips, DNO, Energean, ENI, Equinor,
Galp Energia, Hess Corporation, Kosmos Energy, MOL Group, Oil Search, OMV,
Repsol, Santos, Total and Vermilion Energy. The Board of Directors shall have
the power to amend the Peer Group in order to maintain a representative and
relevant group of companies during the Performance Period.

Delivery of shares, costs etc.
The LTIP Awards entitle Participants to receive free of charge already
existing Lundin Energy shares.

Under items 20 and 23 of the proposed agenda, the Board of Directors proposes
that the Annual General Meeting resolves to authorise the Board of Directors
to acquire own shares for the purposes of securing delivery of shares and
covering costs, including social security charges, that may arise as a result
of LTIP 2021 and that the Annual General Meeting resolves on a transfer of a
maximum of 450,000 own shares for the purposes of securing delivery of shares
to participants in LTIP 2021. As an alternative to acquisitions and transfers
of own shares, the Board of Directors may resolve to hedge the Company’s
obligations under LTIP 2021 by entering into an equity swap arrangement 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 the
Company.

The LTIP 2021 will be accounted for in accordance with the accounting standard
IFRS 2 and the costs will be charged to the income statement over the
Performance Period.

The maximum cost for granting LTIP Awards under LTIP 2021 (assuming 100 per
cent vesting), excluding costs related to delivery of the Performance Shares,
is approximately USD 8.9 million (approximately SEK 74.5 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
7.7 million) assuming 100 per cent vesting.

Effects on key figures
Under the assumptions set out in item (c) above and upon full allotment of
Performance Shares, the number of shares under LTIP 2021 amounts to
approximately 280,000 shares in Lundin Energy (subject to final determination
of the Initial Share Price and adjustments for dividends), corresponding to
approximately 0.10 per cent of the current total number of shares and votes in
the Company. If the total number of Performance Shares under LTIP 2021 reaches
the cap of 450,000 shares in Lundin Energy, it will correspond to
approximately 0.16 per cent of the current total number of shares and votes in
the Company LTIP 2021 is expected to have only marginal effects on Lundin
Energy’s key figures.

Preparation of the proposal
The proposal for LTIP 2021 has been prepared by the Compensation Committee and
resolved on by the Board of Directors.

Other incentive schemes in Lundin Energy
For a description of the Company’s other LTI plans, reference is made to the
Company’s Annual Report for 2020, note 29, and the Company’s website,
www.lundin-energy.com. In addition to the plans described there, no other LTI
plans have been implemented in Lundin Energy.

Majority requirement 
The proposal to implement LTIP 2021 requires the affirmative support of
shareholders holding more than half of the votes represented at the Annual
General Meeting.

For information on the majority requirements that apply to the proposed
acquisitions and transfers of own shares, see the Board of Directors’
proposals under items 20 and 23 of the proposed agenda.

Resolution in respect of delivery of shares under the 2021 Long-term,
Performance-based Incentive Plan (item 20)

The Board of Directors proposes that the Annual General Meeting resolves to
transfer treasury shares held by the Company to the participants under the
LTIP 2021 on the following terms and conditions.
* A maximum of 450,000 shares may be transferred.
* The shares shall, with deviation from the shareholders’ preferential
rights, be transferred to the participants in LTIP 2021 that are eligible to
receive shares under the LTIP. Further, shares may, with deviation from the
shareholders’ preferential rights, be transferred to subsidiaries of the
Company, whereby such subsidiary shall be obligated to immediately transfer
such shares to the participants eligible to receive shares under the relevant
LTIP.
* The shares shall be transferred free of charge.
* The transfers of shares shall be subject to all terms and conditions under
LTIP 2021. Accordingly, shares shall only be transferred if and to the extent
allotment of shares shall take place under LTIP 2021. Further, shares shall be
transferred within the time period set out in the terms and conditions for
LTIP.
* The number of shares that may be transferred under the LTIP 2021 may be
recalculated as a result of bonus issues, share splits, rights issues or
similar measures in accordance with the terms and conditions of the LTIP 2021.
The rationale for the proposed transfers of treasury shares held by the
Company and for the deviation from the shareholders’ preferential rights is
to enable delivery of shares to the participants in LTIP 2021.

This proposal requires the affirmative support of shareholders holding at
least nine tenths of the votes cast as well as of the shares represented at
the Annual General Meeting.

Resolution to grant extraordinary cash compensation to a Board member, equally
the former CEO (item 21)
The Board member and former CEO, Alex Schneiter, has been instrumental to the
success of the Company, having worked with the Company since its creation, and
specifically to the discovery and development of the Johan Sverdrup field.

The Board of Directors proposes that the Annual General Meeting resolves to
grant Alex Schneiter an extraordinary cash compensation in an amount equal to
the value of 75,000 shares in the Company. The cash compensation shall be
conditional upon, and become payable in connection with, Johan Sverdrup Phase
2 coming on-stream, meaning when oil flows through the Phase 2 process
facilities. The value of the 75,000 shares shall be determined based on the
volume-weighted average price per share on Nasdaq Stockholm during 20 trading
days preceding and following the Company’s public announcement of such event
(adjusted for any impact of potential dividend payments during this period,
which entails that when calculating the volume-weighted average price, the
dividend per share amount shall be added to the share price at the ex-dividend
date for such dividend).

Resolution to authorise the Board of Directors to resolve on new issue of
shares and convertible debentures (item 22)
The Board of Directors proposes that the Board of Directors is authorised to
decide, at one or more occasions until the next Annual General Meeting: 
1. to issue no more than 28,500,000 new shares with consideration in cash or
in kind or by set-off or otherwise with conditions and thereby be able to
resolve to deviate from the shareholders’ preferential rights. To the extent
the new shares are issued with deviation from the shareholders’ preferential
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
 
2. 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 deviate
from the shareholders’ preferential rights, where the number of shares that
may be issued after conversion must not exceed 28,500,000. To the extent the
convertible debentures are issued with deviation from the shareholders’
preferential 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.
If the Board of Directors resolves to deviate from the shareholders’
preferential rights, the reason shall be to enable Lundin Energy 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 28,500,000. If the authorisation is exercised in full for
issues with deviation from the shareholders’ preferential 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 of Directors to resolve on repurchase and
sale of shares (item 23)
The Board of Directors proposes that the Board of Directors is authorised,
during the period until the next Annual General Meeting, to decide on
repurchases and sales of Lundin Energy shares on Nasdaq Stockholm. 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
Nasdaq Stockholm may take place only at a price within the spread between the
highest bid price and lowest ask price prevailing and disseminated by Nasdaq
Stockholm from time to time. 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 of Directors with an
instrument to optimise Lundin Energy’s capital structure and thereby create
added value for the shareholders, to secure Lundin Energy’s obligations
under its incentive plans and under the proposal under item 21 of the proposed
agenda 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.

Resolutions in respect of matters initiated by a shareholder (items 24 a)-b))
The Company has received two shareholder proposals in relation to its past
operations in Sudan, including to align its legal defence strategy with its
human rights policy and to disclose all current and projected direct and
indirect costs connected to the legal case in Sudan. Shareholder proposals in
relation to the Company's past activities in Sudan were brought by the same
shareholder to the 2012, 2013, 2017, 2019 and 2020 Annual General Meetings,
where they were rejected by the shareholders. The Board of Directors finds the
proposals set out in items 24 a)-b) of the proposed agenda not in the best
interests of the Company and its shareholders, and recommends voting against
the proposals. The complete proposals, as well as the Board of Directors’
recommendation to vote against the proposals and the reasons for the
recommendation, are available on Lundin Energy's website
www.lundin-energy.com.

Number of shares and votes in the Company
Lundin Energy AB’s share capital amounts to SEK 3,478,713.38, represented by
285,924,614 shares. Each share carries one vote. Lundin Energy AB holds, as
per 24 February 2021, 1,573,143 shares in treasury. The Company’s Articles
of Association are available on www.lundin-energy.com.

Shareholders’ right to request information
The Board of Directors and the Chief Executive Officer shall, if a shareholder
so requests and the Board of Directors 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-energy.com after the Annual General Meeting.

Additional documentation 
The complete proposals, the Board of Directors' recommendations regarding the
shareholder proposals and other documents that shall be made available prior
to the Annual General Meeting pursuant to the Swedish Companies Act and the
Swedish Corporate Governance Code are available at Lundin Energy’s office
(Hovslagargatan 5 in Stockholm) and on www.lundin-energy.com.

The documents will be sent to shareholders free of charge upon request if
their postal address is provided.

Handling of personal data and external participants
For information on how personal data is processed in connection with the
Annual General Meeting, see the privacy notices of Euroclear Sweden AB and
Computershare AB available at their respective websites,
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. and
www.computershare.com/se/gm-gdpr.

It will not be possible for the Company to verify if any external persons are
following the Annual General Meeting online. Consequently, the Board of
Directors has, in accordance with the Swedish Act on Temporary Exemptions to
Facilitate the Execution of General Meetings in Companies and Associations
(SFS 2020:198), resolved to allow persons who are not shareholders to follow
the Annual General Meeting online.



Stockholm in February 2021
LUNDIN ENERGY AB (PUBL)
The Board of Directors



Lundin Energy is an experienced Nordic oil and gas company that explores for,
develops and produces resources economically, efficiently and responsibly. We
focus on value creation for our shareholders and wider stakeholders through
three strategic pillars: Resilience, Sustainability and Growth. Our high
quality, low cost assets mean we are resilient to oil price volatility, and
our organic growth strategy, combined with our sustainable approach and
commitment to decarbonisation, firmly establishes our leadership role in a
lower carbon energy future. (Nasdaq Stockholm: LUNE). For more information,
please visit us at www.lundin-energy.com or download our App
www.myirapp.com/lundin



For further information, please contact:

 Edward Westropp VP Investor Relations Tel: +41 22 595 10 14 edward.westropp@lundin-energy.com  Robert Eriksson Head of Media Communications Tel: +46 701 11 26 15 robert.eriksson@lundin-energy.com  



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 Lundin Energy’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
Lundin Energy 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 “Risk management” and elsewhere in Lundin Energy’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.



Attachment
*     Lundin Energy - Notice of AGM 2021 - V5 -20210225en
(https://ml-eu.globenewswire.com/Resource/Download/4f61920f-5b4f-4bdc-a814-e9c5f3ef03fc)
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