Aker BP

Share Issue/Capital Change • Jun 30, 2022

Aker BP ASA: Merger with Lundin Energy's E&P business completed - New share capital registered

Aker BP ASA: Merger with Lundin Energy's E&P business completed - New share capital registered

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Reference is made to the previous stock exchange notices published by Aker BP

ASA ("Aker BP") regarding the contemplated merger (the "Merger") between Aker BP

and Lundin Energy MergerCo AB (publ) (the "Target"), a newly established Swedish

public limited liability company wholly owned by Lundin Energy AB (publ)

("Lundin Energy"), consisting of Lundin Energy's exploration and production

business.

The Merger has now been completed by registration in the Norwegian Register of

Business Enterprises ("NRBE"). Through the Merger the Company absorbs all of the

assets, rights and obligations of the Target, and the Target is dissolved.

As a result, Aker BP has issued 271,908,701 new ordinary shares as merger

consideration (the "Consideration Shares") and the Company's new share capital

is accordingly NOK 632,022,210, divided into 632,022,210 shares, each having a

nominal value of NOK 1.00.

The Consideration Shares will be deposited with Skandinaviska Enskilda Banken AB

(publ) ("SEB") pursuant to a custodian agreement between Aker BP and SEB (the

"Custodian Agreement"). SEB will then issue and deliver Swedish depository

receipts (" SDRs") representing ordinary shares in Aker BP to eligible Target

shareholders in Euroclear. Any such SDRs will be issued and governed in

accordance with Swedish law, the Custodian Agreement and the SDR General Terms

and Conditions for Swedish Depository Receipts in Aker BP.

The SDRs are expected to be issued by SEB on or about 11 July 2022. The SDRs

will not be admitted to trading on any trading venue or regulated market in

Norway, Sweden or elsewhere. Each SDR represents an ownership interest in one

ordinary Share in Aker BP.

The SDRs will be issued and registered in the form of Swedish depository

receipts in the book-entry system administered by Euroclear Sweden AB

("Euroclear") and will be denominated in Swedish krona (SEK). Only whole SDRs

will be distributed to Target shareholders. Aker BP will therefore instruct SEB

to aggregate all excess fractions of corresponding Consideration Shares. The

total number of Consideration Shares corresponding to the sum of all fractions

will then be sold by SEB. The sale will take place as soon as practically

possible following the distribution of the SDRs to Target's shareholders. The

net proceeds from the sale of fractions will be paid in proportion to the

fractions that each respective Target shareholder is entitled to. This payment

is expected to take place on or about 19 July 2022 to the dividend account

linked to the shareholder's securities account in Euroclear. The sale will be

handled by SEB and no action is required by the Target shareholders. No

commission will be charged for the sale.

A SDR holder may either hold the SDRs directly in a VPC account or indirectly

through a broker or other financial institution, such as nominee bank. If SDRs

are held by an owner directly, then such SDR holder, by having a SDR registered

in such holder's own name in a VPC account with Euroclear, individually has the

rights of a SDR holder. If a SDR holder holds its SDRs in a custody account with

a broker or financial institution nominee, such holder must rely on the

procedures of such broker or financial institution to assert the rights of a SDR

holder. A SDR holder should consult with its broker or financial institution

nominee to find out what those procedures are.

A SDR holder may not have equivalent shareholder rights as a shareholder in Aker

BP that holds ordinary Shares directly. A SDR holder's rights will derive from

the SDR General Terms and Conditions and not from law applicable to the Shares.

Please see the exemption document published by Aker BP on 9 March 2022 for more

information on the SDRs.

SDR conversion

Following issuance of SDRs to the Target shareholders, the SDRs can be converted

into Aker BP shares at the request of the SDR holders. To be able to convert

SDRs to shares, the SDR holders need to have a custody account, an investment

savings account or an endowment ensurance (banks, stockbrokers and online

brokers offer these types of accounts) in Euroclear. If the SDR holders do not

have one of these account types with a bank or broker he or she  needs to open

such account(s) and transfer the SDRs into the custody account, investment

savings account or endowment insurance to be able to convert the SDRs into Aker

BP Shares. An SDR holder that wants to convert his or her SDRs into Aker BP

Shares needs to follow the instructions from his or her bank or nominee. Target

shareholders that own their shares on a custody account, with a broker or other

financial institution should contact their respective broker or other financial

institution for further information and instructions.

If the SDR holder does not have a custody account, an investment savings account

or endowment insurance with a nominee the SDR holder cannot convert its SDRs to

Shares and will risk owning SDRs that cannot be traded on any stock exchange or

other trading venue.

Norwegian shareholders of Target are pursuant to Norwegian law not permitted to

hold shares in a Norwegian company through a custodian and may therefore not

hold SDRs. Any such Norwegian Target shareholders should therefore immediately

ask for a conversion of its SDRs into Aker BP shares. If SEB identifies a

directly registered shareholder in Target that holds Target shares in a VPC

account and has Norwegian address or tax code, SEB will not allocate SDRs to

such shareholder until the shareholder has submitted a VPS account to which the

Consideration Shares can be received.

Free conversion

Conversions of SDRs to shares will be reimbursed by Aker BP during a period of

30 calendar days following the delivery of SDRs to the shareholders of Target.

Thereafter, a conversion fee of up to SEK 2,500 (based on Euroclear's 2022 price

list) will be charged for each conversion by SEB and Euroclear.

Amendment and Termination of the SDR Program

The SDR program is a temporary solution that is expected to be terminated no

later than 12 months after the issuance of the SDRs. Upon termination, all

holders of SDRs who have not yet converted their SDRs into ordinary Shares in

Aker BP, will automatically have their SDRs redeemed by Aker BP through SEB,

whereby the Shares in Aker BP that the SDRs represent will be sold in the market

and the net average sales proceeds will then be paid pro rata to the previous

holders of such SDRs.

For further details of the Merger, please visit the Aker BP website:

https://www.akerbp.com.

Advisors:

SEB Corporate Finance, Skandinaviska Enskilda Banken AB is financial Advisor to

Aker BP in connection with the Merger. Advokatfirmaet BAHR AS is Norwegian legal

advisor and Hannes Snellman Attorneys Ltd is Swedish legal advisor to Aker BP in

connection with the Merger.

Contacts:

Kjetil Bakken, VP Investor Relations, tel.: +47 918 89 889

Ole-Johan Faret, Press Spokesperson, tel.: +47 402 24 217

IMPORTANT NOTICE

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

For the purposes of this disclaimer, "this press release" means this document,

its contents or any part of them, any oral presentation, any question and answer

session and any written or oral materials discussed or distributed therein. This

communication does not constitute notice to a general meeting or a merger

document, nor shall it constitute an offer to sell or the solicitation or

invitation of any offer to buy, acquire or subscribe for, any securities or an

inducement to enter into investment activity, nor shall there be any sale of

securities in any jurisdiction in which such offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of

any such jurisdiction. You should perform an independent analysis when making

any investment decision.

This press release contains forward-looking statements. By their nature, forward

-looking statements involve known and unknown risks, uncertainties, assumptions

and other factors because they relate to events and depend on circumstances that

will occur in the future whether or not outside the control of each respective

company or the combined company. Such factors may cause actual results,

performance or developments to differ materially from those expressed or implied

by such forward-looking statements. Although managements of each respective

company believe that their expectations reflected in the forward-looking

statements are reasonable based on information currently available to them, no

assurance is given that such forward-looking statements will prove to have been

correct. You should not place undue reliance on forward-looking statements. They

speak only as at the date of this press release and neither Aker BP nor Lundin

Energy undertakes any obligation to update these forward-looking statements.

Past performance of Aker BP and Lundin Energy does not guarantee or predict

future performance of the combined company. Moreover, Aker BP, Lundin Energy and

their respective affiliates and their respective officers, employees and agents

do not undertake any obligation to review, update or confirm expectations or

estimates or to release any revisions to any forward-looking statements to

reflect events that occur or circumstances that arise in relation to the content

of the presentation.

The information made available in this press release is not an offer of Aker BP

shares to be issued in the Merger is approved or any solicitation of votes in

connection with the Merger. The shares have not been and will not be registered

under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and

may not be offered, sold or delivered within or into the United States, except

pursuant to an applicable exemption of, or in a transaction not subject to, the

Securities Act. There will be no public offering of securities in the United

States.

The information made available in this press release does not constitute an

offer of or an invitation by or on behalf of, Aker BP or Lundin Energy, or any

other person, to purchase any securities.

The information and documents contained in this press release are not being made

and have not been approved by an authorized person for the purposes of section

21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly,

the information and documents contained in this press release are not being

distributed to, and must not be passed on to, the general public in the United

Kingdom. The communication of the information and documents contained in this

press release is exempt from the restriction on financial promotions under

section 21 of the FSMA on the basis that it is a communication by or on behalf

of a body corporate which relates to a transaction to acquire day to day control

of the affairs of a body corporate; or to acquire 50 per cent or more of the

voting shares in a body corporate, within article 62 of the UK Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005.