Articles of association
The object of Lundin Petroleum’s business is to explore for, develop and produce oil and gas and to develop other energy resources, as laid down in the Articles of Association. The Company aims to create value for its shareholders through exploration and organic growth, while operating in an economically, socially and environmentally responsible way for the benefit of all stakeholders. To achieve this value creation, Lundin Petroleum applies a governance structure that favours straightforward decision making processes, with easy access to relevant decision makers, while nonetheless providing the necessary checks and balances for the control of the activities, both operationally and financially.
Adopted at the Annual General Meeting on 13 May 2009
Company Reg. No. 556610-8055
The name of the Company is Lundin Petroleum AB. The Company is a public company (publ).
2. Registered office
The board of directors shall have its registered office in Stockholm.
3. Object of the Company
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.
4. Share capital
The share capital of the Company shall amount to not less than SEK 1,000,000 and not more than SEK 4,000,000.
The number of shares in the Company shall not be less than 100,000,000 and not more than 400,000,000.
6. Financial year
The financial year of the Company shall be January 1 – December 31.
7. Board of directors
The board shall consist of not less than three and not more than ten members with not more than three deputies.
The Company shall have not more than two auditors with or without not more than two deputy auditors.
9. Shareholders’ meeting
At an annual general meeting the following matters shall be dealt with;
1. Election of a chairman at the meeting,
2. Preparation and approval of the voting list,
3. Election of at a minimum one person to attest the minutes,
4. Approval of the agenda,
5. Determination as to whether the meeting has been duly convened,
6. Presentation of the annual statement of accounts and the auditor’s report,
7. Resolutions in respect of
a) adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet,
b) appropriation of the company’s profit or loss according to the adopted balance sheet,
c) discharge of the directors and managing director from liability,
8. Resolutions in respect to the fees payable to the board of directors and, where applicable, to the auditors,
9. Election of the board members and, where applicable, of auditors
10. Other matters which should be addressed by the Annual General Meeting according to the Swedish Companies Act (2005:551) or the Articles of Association.
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
Shareholders who wish to participate in a General Meeting of shareholders shall be recorded as a shareholder in a print-out or other manifestation of the share register five weekdays before the meeting, as well as give notice to the company of his or her intention to participate in the meeting no later than the day that is set forth in the notice of the meeting. The last-mentioned day shall not be a Sunday, or any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not fall prior to the fifth weekday before the meeting.
11. Record date provision
The shareholder or nominee who is registered on the record date in the share register and in a central securities depository register pursuant to Chapter 4 of the Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 first paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).