AGM Information • Apr 7, 2010
AGM Information
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7 April 2010
The shareholders of Lundin Petroleum AB (publ) are hereby invited to the Annual General Meeting of the Shareholders to be held on Thursday 6 May 2010 at 1 p.m. (Swedish time). Location: The Movie Theatre Skandia, Drottninggatan 82 in Stockholm.
Shareholders wishing to attend the meeting shall:
Shareholders whose shares are registered in the name of a nominee must temporarily register the shares in their own names in the shareholders' register in order to be entitled to attend the meeting. Such registration must be effected by Thursday 29 April 2010.
16.Resolution in respect of remuneration of the auditors.
Presentation of proposals in relation to:
Principles for compensation and other terms of employment for Management
The Board of Directors proposes that no dividend is declared for the financial year 2009.
Lundin Petroleum AB's Nomination Committee, consisting of Ian H. Lundin (Lorito Holdings (Guernsey) Ltd., Landor Participations Inc. and Zebra Holdings and Investment (Guernsey) Ltd. and Chairman of the Board of Directors), Magnus Unger (Member of the Board of Directors and Chairman of the Nomination Committee), KG Lindvall (Swedbank Robur fonder), Ulrika Danielson (Second Swedish National Pension Fund) and Ossian Ekdahl (First Swedish National Pension Fund), jointly representing approximately 40 per cent of the voting rights for all the shares in Lundin Petroleum AB, proposes the following:
assignment in the Committees of the Board of Directors (in total not more than SEK 700'000 for committee work)
Payment of auditors' fees upon approval of their invoice
The Board of Directors' proposal for principles for compensation and other terms of employment for Lundin Petroleum's Management 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 superior performance in a manner 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 executives are rewarded fairly for their contribution to the Group's performance.
There are five key elements to the remuneration package of Management in the Group: a) Basic salary; b) Yearly variable salary; c) Long-term Incentive Plan (LTIP) (separate resolution – see item 19); d) Pension arrangements; and e) Non-financial benefits. The yearly variable salary shall normally be within the range of 1 - 10 monthly salaries, however the Compensation Committee may recommend to the Board of Directors for approval yearly variable salary outside of this range in circumstances or in respect of performance which the Compensation Committee considers to be exceptional.
The proposed 2010 LTIP for Management other than senior executives entails a remuneration plan related to the Company's share price. Senior executives, being the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Senior Vice President Operations, will not participate in any proposed 2010 LTIP.
The LTIP is designed to align management incentives with shareholders interests and includes the granting of units that are converted into a cash award related to the Company's share price. The LTIP will be payable over a period of three years from award in order to aid in the retention of staff. The cash payment is conditional upon the holder of the units remaining an employee of the Lundin Petroleum Group at the time of the payment. The units may not be assigned to any third party. The total number of units to be granted in 2010 for the whole Group, including Management other than senior executives, will be approximately 720'000. In comparison to unit awards in previous years, the number of units for 2010 takes into account the effect of the spinoff of the Company's UK business into EnQuest plc and the subsequent distribution of the EnQuest plc shares to Lundin Petroleum's shareholders.
Lundin Petroleum's undertaking under the proposed LTIP is a cash liability and will not include any dilution of the share capital.
Shareholders jointly representing approximately 30 per cent of the voting rights for all the shares in the Company propose that an amount of not more than SEK 2.5 million in total be available for remuneration of Board members for special assignments outside the directorship.
The Board of Directors proposes that the Board is authorized to decide, at one or more occasions until the next Annual General Meeting:
(i) to issue 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
(ii) 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 preemption rights. 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 authorization may not exceed 35'000'000. If the authorization is exercised in full, the newly issued shares would constitute approximately 10 per cent of the share capital.
The Board of Directors proposes that the Board is authorized, during the period until the next Annual General Meeting, to decide on repurchases and sales of Lundin Petroleum shares on the NASDAQ OMX Stockholm Exchange (the "Exchange"). The maximum number of shares repurchased shall be such that shares held in treasury from time to time do not exceed 5 per cent of all shares of the Company. Repurchase 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 shall be made in accordance with the provisions concerning the purchase and sale of a company's own shares in the "Rule Book for Issuers" issued by the Exchange.
The purpose of the authorization is to provide the Board of Directors with an instrument to optimize Lundin Petroleum's capital structure and thereby create added value for the shareholders and to secure Lundin Petroleum's obligations under the Long-term Incentive Plan (LTIP). The authorization shall also include the right to secure the obligations under the LTIP by the acquisition of derivatives. Repurchased shares may not be transferred to employees.
The Nomination Committee proposes that the Annual General Meeting decides that the nomination process for the Annual General Meeting in 2011 shall follow the same procedure as the current year, meaning that the Chairman of the Board shall invite three or four of the largest shareholders of the Company based on the shareholdings as per 1 August 2010 to form a Nomination Committee. The names of the members of the Nomination Committee shall be announced not later than six months prior to the Annual General Meeting in 2011. If the shareholding in the Company is significantly changed before the Nomination Committee's work is completed, a change in the composition of the Nomination Committee may take place. The Nomination Committee shall remain in office until a new Nomination Committee has been appointed. The Nomination Committee shall appoint its Chairman within the Nomination Committee. The Nomination Committee shall prepare the following proposals for resolutions to the Annual General Meeting in 2011: (i) proposal for Chairman of the meeting; (ii) proposal for members of the Board of Directors; (iii) proposal for Chairman of the Board of Directors; (iv) proposal for remuneration of the members of the Board of Directors, distinguishing between the Chairman and other members of the Board and remuneration for Committee work; (v) proposal for election of auditors of the Company (when needed), (vi) proposal for remuneration of the Company's auditors; and (vii) proposal for principles of the nomination process for the AGM in 2012.
Lundin Petroleum AB's share capital amounts to SEK 3'179'105,80, represented by 317'910'580 shares. Each share carries one vote. Lundin Petroleum AB holds, as per 6 April 2010, 4'490'300 own shares which cannot be represented at the Annual General Meeting.
The Nomination Committee's complete proposal regarding items 2, 13-16 and 23, including a motivated opinion regarding the proposal for the Board of Directors, will be published on Lundin Petroleum's website www.lundin-petroleum.com. The following information will further be available at Lundin Petroleum's office (Hovslagargatan 5 in Stockholm) and on Lundin Petroleum's website www.lundin-petroleum.com no later than 22 April 2010: the Board of Directors complete proposal for resolutions regarding items 18-19 and 21-23; the shareholder proposal for resolution regarding item 20; and Lundin Petroleum's annual report, the audit report and the statement of the auditors regarding the application of guidelines for remuneration.
All documents will be sent to shareholders free of charge upon request.
Stockholm in April 2010 LUNDIN PETROLEUM AB (publ) The Board of Directors
Lundin Petroleum is a Swedish independent oil and gas exploration and production company with a well balanced portfolio of world-class assets in Europe, Russia, South East Asia and Africa. The Company is listed at the NASDAQ OMX, Stockholm (ticker "LUPE"). Lundin Petroleum has proven and probable reserves of 177 million barrels of oil equivalent (MMboe).
For further information, please contact:
C. Ashley Heppenstall, President and CEO Tel: +41 22 595 10 00 or Maria Hamilton Head of Corporate Communications Tel: +46 8 440 54 50
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