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Expert Corporate Governance Service (ECGS)
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Lundin Petroleum - AGM 31 March 2020

In general, Lundin Petroleum is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.

ITEMS 11a and 11b are proposals made by shareholders. ECGS recommends to vote FOR ITEM 11a, but does not support ITEM11b.

Under ITEMS 15a-15i, the (re-)election of the board of directors is proposed.

In view of insufficient independent representation on the board of directors as well as concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. C. Ashley Heppenstall (ITEM 15b), Mr. Ian H. Lundin (ITEM 15c), Mr. Lukas H. Lundin (ITEM 15d) and Mr. Torstein Sanness (ITEM 15f).

Under ITEM 15j the nomination committee proposes to re-appoint Mr. Ian H. Lundin as Chairman of the board of directors. ECGS has various concerns over his re-appointment and therefore recommends to vote OPPOSE.

Under ITEM 18 the board of directors seeks approval of the Company's remuneration guidelines. As the proposed remuneration structure is NOT in line with its guidelines, ECGS recommends to vote OPPOSE.

Under ITEM 19 the board of directors seeks approval of a LT incentive plan. ECGS notes that the maximum award under the plan is capped at 300% of annual base salary, which exceeds its guidelines. Accordingly, ECGS recommends to vote OPPOSE.

ITEM 21 is considered to be enabling resolutions of the LTIP under ITEM 19 above. Hence, ECGS recommends to vote OPPOSE.

Under ITEM 23 the board of directors seeks authorisation to repurchase own shares. Although the authority requested would meet its guidelines, ECGS notes that the Company has negative shareholders equity and a substantial amount of net debt. Based on the above, ECGS does NOT agree with a proposed share repurchase authority. In ECGS’view, the Company can better use (potential) excess cash to reduce the amount of (net) debt first and thereby strengthen its balance sheet instead of repurchasing shares. Accordingly, ECGS recommends to vote OPPOSE.

Finally, ECGS notes that board Chairman Mr. Ian H. Lundin and CEO Mr. Alexandre Schneiter will be defendants in a (future) lawsuit alleging violations of international humanitarian law in Sudan. The final indictment however has yet to be issued.

Underlying
Lundin Energy AB

Lundin Petroleum is an oil and gas company. Co. has a global portfolio of assets with two main areas located in Norway and South East Asia. As of Dec 31 2014, Co. held close to 70 licences in Norway, with activities across exploration, appraisal, development and production. Co. also operated within several geographical areas, including France, Netherlands, Malaysia, Indonesia, Russia, Sweden and other countries.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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