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09 April 2009
Proposals for resolutions Resolution in respect of appropriation of the company's profit or loss according to the adopted balance sheet (item 10) The Board of Directors proposes that no dividend is declared for the financial year 2008. Resolutions in respect of Chairman of the meeting, number of Board members, fees payable to the Board members and auditors, election of Chairman of the Board and of other members of the Board and election of auditors (items 2, and 13-17) Lundin Petroleum AB's Nomination Committee, consisting of Ian H. Lundin (Chairman of the Board of Directors), Magnus Unger, (Member of the Board of Directors and Chairman of the Nomination Committee), KG Lindvall (Swedbank Robur), Carl Rosén (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:
Resolution in respect of principles for compensation and other terms of employment for management (item 19) 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 senior 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); d) Pension arrangements; and e) Non-financial benefits. The yearly variable salary shall normally be within the range of 1 - 10 monthly salaries. The proposed 2009 LTIP entails a remuneration plan related to the Company's share price. Lundin Petroleum's undertaking under the proposed LTIP may be secured through repurchase of shares and will not include any dilution of the share capital. The details of the proposed LTIP are described in the Board of Directors' complete proposal. Remuneration of Board members for special assignments outside the directorship (item 20) 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. Authorization to resolve new issue of shares and convertible debentures (item 21) 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 pre-emption 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. Authorization to resolve repurchase and sale of shares (item 22) 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 (the "Exchange"). The maximum number of shares repurchased shall be such that shares held in treasury from time to time do not exceed five 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", see item 19 above). 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. Amendment of the Articles of Association (item 23) The Board of Directors proposes that section 3 of the Articles of Association be amended in accordance with the following. "The object of the Company's business is to explore, develop and produce oil and gas, to develop other energy resources, and to undertake activities compatible therewith, either directly or indirectly through its subsidiaries, associated companies or other forms of joint enterprises." The Board of Directors further proposes that the first two paragraphs of section 10 of the Articles of Association be amended in accordance with the following. "Notice of a General Meeting of shareholders shall be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) as well as on the Company's website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet. Notice of the Annual General Meeting and of any Extraordinary General Meeting at which a proposal for amendment of the Articles of Association will be considered shall be issued no more than six and no less than four weeks prior to the Meeting. Notice of any other Extraordinary General Meetings shall be issued no more than six weeks and no less than three weeks prior to the Meeting." The Board of Directors proposes that the resolution by the AGM regarding section 10 of the Articles of Association shall be conditional upon the proposed amendment of the Companies Act (SFS 2005:551) having come into force, entailing that the proposed amendment of the Articles of Association is in accordance with the Companies Act. Resolution regarding the nomination process for the AGM in 2010 (item 24) The Nomination Committee proposes that the Annual General Meeting decides that the nomination process for the Annual General Meeting in 2010 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 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 2010. The Nomination Committee shall prepare the following proposals for resolutions to the Annual General Meeting in 2010: (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 remuneration of the Company's auditors; and (vi) proposal for principles of the nomination process for the AGM 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. Further information 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 8 April 2009, 4'490'300 own shares which cannot be represented at the Annual General Meeting. The following information will be available at Lundin Petroleum's office (see address above) and on Lundin Petroleum's website www.lundin-petroleum.com no later than 15 April 2009: The Nomination Committee's complete proposal regarding the items 2, 13-17 and 24, including a motivated opinion regarding the proposal for the Board of Directors; the Board of Directors complete proposal for resolutions regarding items 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 2009 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, Africa, Russia and the Far East. The Company is listed at the Nordic Exchange, Sweden (ticker "LUPE"). For further information, please contact: C. President and CEO Tel: +41 22 595 10 00 or Maria Hamilton Head of Corporate Communications Tel: +41 22 595 10 00 Tel: 08-440 54 50
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