2022 Annual General Meeting of Lundin Energy AB
31 March 2022
The Annual General Meeting of Shareholders (the “AGM”) of Lundin Energy AB (“Lundin Energy” or the “Company”) held today in Stockholm, approved the combination of the Company’s E&P business with Aker BP, as well as other proposals in accordance with the Board of Directors’ and the Nomination Committee’s recommendations, including a quarterly cash dividend of USD 0.5625 per share. The record date for the first quarterly dividend will be 4 April 2022.
The combination with Aker BP
The AGM resolved to approve the combination of the Company’s E&P business with Aker BP, in accordance with the terms and conditions set out in the joint merger plan prepared by Aker BP and Lundin Energy MergerCo AB (publ) dated 14 February 2022 (the “Combination”). This includes the distribution of all shares in Lundin Energy MergerCo AB (publ) to the shareholders of the Company prior to the completion of the Combination through a so-called Lex Asea distribution. The Board of Directors was authorised to determine the record date for the right to receive shares in Lundin Energy MergerCo AB (publ).
The AGM approval was a condition for completion of the Combination, which is still subject to, among other things, the Combination being approved at the Annual General Meeting of Aker BP (which is scheduled for 5 April 2022) and the receipt of necessary governmental clearances. According to a preliminary timetable, completion of the Combination is planned to occur on 30 June 2022.
The AGM also resolved to authorise the Board of Directors, during the period until the next Annual General Meeting, to decide on sales of shares in the Company on Nasdaq Stockholm. The Company currently holds 1,356,436 shares in treasury, and the Board of Directors’ intention is to exercise the authorisation and sell all such shares prior to the record date for the distribution of all shares in Lundin Energy MergerCo AB (publ).
Adoption of income statements and balance sheet, approval of remuneration report and discharge from liability, etc.
The AGM adopted the Company’s and the Group’s income statements and balance sheets, approved the remuneration report and granted discharge from liability for the members of the Board of Directors and the Chief Executive Officer for the financial year 2021.
Ernst & Young AB was re-elected as the auditor of the Company for a period until the AGM 2023, and it was resolved that auditor’s fees shall be paid upon approval of their invoice.
Two shareholder proposals which were proposed to the AGM by a minority shareholder, were both rejected by the shareholders at the AGM.
Resolutions for the interim period until the completion of the Combination
As previously communicated, Lundin Energy AB (publ) and its renewable energy business are not part of the Combination and, accordingly, the Company will remain listed on Nasdaq Stockholm after the Combination. On 7 March 2022, the Company published a description of its renewable energy business, including information on the Board of Directors and management team, as they are intended to be, after the completion of the Combination. Necessary corporate resolutions, including the election of new members of the Board of Directors, are planned to be proposed for approval at an Extraordinary General Meeting of the Company in June 2022, subject to completion of the Combination.
For the “interim period” between the AGM and the completion of the Combination, the AGM resolved on the following matters.
Re-election of all members of the Board of Directors and remuneration to the Board of Directors
Peggy Bruzelius, C. Ashley Heppenstall, Ian H. Lundin, Lukas H. Lundin, Grace Reksten Skaugen, Torstein Sanness, Alex Schneiter, Jakob Thomasen, Cecilia Vieweg and Adam I. Lundin were re-elected as members of the Board of Directors. Ian H. Lundin was re-elected as Chairman of the Board of Directors.
The AGM resolved to remunerate the members of the Board of Directors 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 (excluding the Committee Chairs); and (iv) annual fees for Committee Chairs of 20,300; with the total fees for Committee work, not to exceed USD 193,200. In addition, it was resolved that an extraordinary remuneration to the members and Chairman of the Board of Directors should be paid for work carried out in 2021, to be as follows: USD 93,000 to the members of the Board of Directors (except for the Chairman of the Board of Directors and the former Chief Executive Officer) and USD 195,000 to the Chairman of the Board of Directors.
Quarterly cash dividend
The AGM resolved on a quarterly cash dividend of USD 0.5625 per share, corresponding to USD 160 million (rounded off) per quarter. The payment of each quarterly cash dividend of USD 0.5625 is conditional upon that the Company owns all shares in Lundin Energy MergerCo AB (publ) on the record date for the quarterly cash dividend.
Before payment, each quarterly cash dividend of USD 0.5625 per share will 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 per 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.
Pursuant to a preliminary timetable, the Lex Asea distribution of all shares in Lundin Energy MergerCo AB (publ) is planned to occur in late Q2 2022. For as long as the Company owns all shares of Lundin Energy MergerCo AB (publ) and until the Lex Asea distribution is effectuated, the following cash dividend related dates shall apply.
|Conversion date||Ex-dividend date||Record date||Expected payment date|
|29 March 2022||1 April 2022||4 April 2022||7 April 2022|
|1 July 2022||6 July 2022||7 July 2022||12 July 2022|
|28 September 2022||3 October 2022||4 October 2022||7 October 2022|
|30 December 2022||4 January 2023||5 January 2023||11 January 2023|
Minutes and complete resolutions
The minutes from the AGM will be available at the Company and on the Company’s website, www.lundin energy.com.
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such materials in the United States. In particular, any securities referred to in these materials have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.