Annual General Meeting of Lundin Petroleum AB 29 March 2019
29 March 2019
The Annual General Meeting of Shareholders (AGM) of Lundin Petroleum AB (Lundin Petroleum or the Company) was held today Friday 29 March 2019 in Stockholm.
The Company’s and the Group’s income statements and balance sheets for the financial year 2018 were adopted and the members of the Board of Directors and the Chief Executive Officer were discharged from liability for the financial year 2018.
The AGM resolved that a dividend in the amount of USD 1.48 per share should be paid for the financial year 2018. Before payment, each quarterly dividend of USD 0.37 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 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.
The key dates for the quarterly dividends are set out in the table below.
|Conversion date||Ex-dividend date||Record date||Expected payment date|
|27 March 2019||1 April 2019||2 April 2019||5 April 2019|
|27 June 2019||2 July 2019||3 July 2019||8 July 2019|
|26 September 2019||1 October 2019||2 October 2019||7 October 2019|
|27 December 2019||2 January 2020||3 January 2020||9 January 2020|
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 SEK 550,000 (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 1,150,000; (iii) annual fees for Committee members of SEK 130,000 per Committee assignment (excluding the Committee Chairs); and (iv) annual fees for Committee Chairs of SEK 180,000; with the total fees for Committee work, not to exceed SEK 1,710,000.
Peggy Bruzelius, C. Ashley Heppenstall, Ian H. Lundin, Lukas H. Lundin, Grace Reksten Skaugen, Torstein Sanness, Alex Schneiter, Jakob Thomasen and Cecilia Vieweg were re-elected as members of the Board of Directors for a period until the 2020 AGM.
Ian H. Lundin was re-elected as Chairman of the Board of Directors.
The AGM resolved that auditors’ fees shall be paid upon approval of their invoice. PricewaterhouseCoopers AB was re-elected as the auditor of the Company for a period until the 2020 AGM.
Further, the AGM resolved, in accordance with the Board of Directors’ proposals:
- to approve the Company’s 2019 Policy on Remuneration for Lundin Petroleum’s Group Management, which includes four key elements of remuneration: a) base salary; b) yearly variable remuneration; c) Long-term Incentive Plan (LTIP); and d) other benefits, and which comprises remuneration paid to members of the Board of Directors for work performed outside the directorship;
- to approve the LTIP 2019 for members of Group Management and a number of key employees, which 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. 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 total number of performance shares under LTIP 2019 as at the date of award may not exceed 500,000 and the maximum cost for granting awards under LTIP 2019, excluding costs related to delivery of the performance shares, is approximately USD 9.7 million (approximately SEK 90.1 million), excluding social security charges. The total 2019 LTIP cost assumes Lundin Petroleum share price of SEK 298 as of February 2019;
- to authorise the Board of Directors to issue new shares and/or convertible debentures corresponding to in total not more than 34,000,000 new shares, with or without the application of the shareholders pre-emption rights, in order to enable the Company to make business acquisitions or other major investments; and
- to authorise the Board of Directors to decide on repurchases and sales of shares in Lundin Petroleum on NASDAQ Stockholm, where the number of shares repurchased shall be limited so that shares held in treasury from time to time do not exceed ten percent of all outstanding shares of the Company.
The four shareholder proposals which were put to the meeting by a minority shareholder were all rejected by the AGM.