From strength
to strength
Annual Report 2019
Lundin Petroleum is one of the leading
independent oil and gas exploration and
production companies in Europe. Our
operations are focused on Norway, where
we develop our resources efficiently and
responsibly for a low carbon energy future.
REPORT HIGHLIGHTS
Johan Sverdrup on stream
Our success story on the Utsira High continues.
Johan Sverdrup delivered fi rst oil in October,
well ahead of schedule and below budget.
>> page 12
Record high production
The Company delivered towards the upper end
of the original guidance with the early start-
up of production from Johan Sverdrup and
the continued excellent performance from the
Edvard Grieg fi eld being the main drivers.
>> page 10
A carbon neutral future
By endorsing our Decarbonisation Strategy,
targeting carbon neutrality by 2030, we cement
our position as one of the lowest carbon
emitters in the industry.
Strong cash flow generation
Record high free cash fl ow and net profi t
generation, resulted in a proposed 2019 dividend
of USD 1.80 per share, corresponding to
MUSD 511.
>> page 15
>> page 4 and 56
Annual Report 2019
Strategic Report
Our business model
Performance 2019
Management review
Operations
Sustainability
Directors’ Report
Corporate structure
Operational and fi nancial review
Share information
Risk management
Corporate Governance Report
Financial Statements and Notes
2
4
6
8
16
19
20
30
32
36
56
58
63
Financial summary
Financial statements of the Group
Accounting policies
Notes to the fi nancial statements of
the Group
69
Financial statements of the Parent Company 92
Notes to the fi nancial statements of the
Parent Company
Board assurance
Auditor’s report
96
98
99
Additional Information
Key fi nancial data
Relevant reconciliations of alternative
performance measures
Key ratio defi nitions
Five year fi nancial data
Reserve quantity information
Defi nitions and abbreviations
Share data
Shareholder information
105
106
107
108
109
110
111
112
Sustainabilty Report 2019
Read more about Lundin Petroleum’s performance
and management approach on environmental,
governance and social issues in the Sustainability
Report available on www.lundin-petroleum.com.
This report constitutes the Annual Report for Lundin
Petroleum AB (publ), company registration number
556610-8055.
Lundin Petroleum AB (“Lundin Petroleum” or “the
Company”) is a Swedish public limited liability company
listed on Nasdaq Stockholm with ticker LUPE.
Lundin Petroleum Annual Report 2019
1
STRATEGIC REPORT | Our business model
Lundin Petroleum leads the way
Our vision is to be a leading successful upstream exploration and
production company for oil and gas focused on organic growth,
operating in a safe and environmentally responsible manner for the
long-term benefit of our shareholders and society.
Innovative and responsible operator in Norway
Lundin Petroleum has grown to become one of the largest operated acreage holders in
Norway, with a proven track record of discovering, developing and producing oil and gas
resources efficiently and responsibly, through the application of new innovations and best
available technology.
with a focus on organic growth
By actively pursuing new exploration opportunities in core areas and maximising recovery
from existing fields, we aim to constantly increase our reserves and resources. 2019 was
the sixth consecutive year we more than replaced our produced barrels. Our subsurface
expertise, in combination with cutting-edge technology, ensure an organic growth strategy
that is sustainable and successful.
delivering long-term sustainable value
Our active organic growth strategy has delivered a strong long-term production profile and
a pipeline of future growth opportunities. This gives us the capacity to deliver increased free
cash flows and a sustainable and progressive dividend.
and low carbon operations
Thanks to carbon mitigation technology, improved emissions management and commercially
viable offset and replacement investments, Lundin Petroleum operates with one of the lowest
carbon intensity levels in the industry – about a third of the industry world average. But we
can, and will do more. With our Decarbonisation Strategy formalised in 2020 we are targeting
carbon neutrality by 2030.
2
Lundin Petroleum Annual Report 2019
Lundin Petroleum Annual Report 2019
3
STRATEGIC REPORT | Performance 2019
From strength to strength
Lundin Petroleum continues to deliver strong performance across
the board, with industry leading low operating costs, significant
free cash flow generation and a sustainable and growing dividend.
These are achieved on the back of growing production rates,
extended plateaus and responsible operations including world
class low carbon emissions per barrel.
OPERATIONAL HIGHLIGHTS
Production
Operating cost
Reserves
93.3
Mboepd
4.03
USD/boe
693
MMboe
Contingent
resources
185
MMboe
FINANCIAL HIGHLIGHTS
EBITDA
1,918
MUSD
Cash flow from
operating activities
Free
cash flow
1,378
MUSD
1,272
MUSD
Proposed
dividend
511
MUSD
SUSTAINABILITY HIGHLIGHTS
Safe operations
Oil spills
Carbon intensity
ESG ratings
Zero
serious injuries
Zero
recordable spills
5.4
kg CO2 /boe
Top
quartile
4
Lundin Petroleum Annual Report 2019
Lundin Petroleum Annual Report 2019
5
STRATEGIC REPORT | Management revieweview
“ The past year has been nothing
but transformational, with outstanding
operational and financial performance
and leading low carbon emissions per
produced barrel, at about one third
of the industry world average.
2019 has been one of the most
transformational periods in Lundin
Petroleum’s development, one in
which we achieved first oil from
Johan Sverdrup and doubled our
production while keeping our
industry leading low operating cost.
Alongside this we also formalised our ambition to produce oil
and gas in the most sustainable and effi cient manner possible
with our Decarbonisation Strategy, targeting carbon neutrality
by 2030.
The early start-up of Johan Sverdrup Phase 1 in October 2019,
was a signifi cant milestone for our business and has fi rmly
laid the foundations for a period of sustainable and effi cient
production growth for years to come. The fi eld has since
ramped up quickly and ahead of expectations and at year
end was producing about 80 percent of the Phase 1 facilities
capacity of 440 Mbopd.
Our total production for 2019 was at the upper end of the
original guidance for the year and our key Edvard Grieg fi eld
continued to exceed expectations with operating effi ciency
ahead of guidance at 98 percent. This achievement was
underpinned by continued reservoir outperformance and
limited water production, which alongside the infi ll drilling
programme scheduled for 2020, enabled us to lift gross
ultimate reserves to 300 MMboe.
Our main strategy continues to be organic growth, where
I believe the greatest value creation exists. We pursue our
strategy by combining the Company’s subsurface expertise
with cutting edge technology to maximise recovery as well
as identify and explore for new reservoirs and plays. As a
result, we have already succeeded in building a business
with over one billion barrels of net reserves and resources at a
fi nding cost of USD 0.8 per barrel. We are still one of the most
active explorers in Norway, investing approximately MUSD 300
in exploration and appraisal activities in 2019, across seven
core areas. In addition, four new development projects were
sanctioned and a further four appraisal projects are being
progressed towards development.
Financially we had another very strong year of free cash fl ow
generation, driven by the sale of 2.6 percent of Johan Sverdrup,
higher production and a cost base which we continued to
maintain at industry leading low levels of USD 4.03 per barrel.
This coupled with the share redemption from Equinor during the
year, drove our earnings per share and I am glad that the Board
of Directors recommended a 22 percent increased dividend of
USD 1.80 per share (in total MUSD 511), clearly demonstrating
our focus on driving shareholder returns.
In 2019 the full electrifi cation of Edvard Grieg was sanctioned
and will be developed together with the Johan Sverdrup Phase
2 project. With it, we aim to produce some of the lowest carbon
intensity barrels in the world which will result in a signifi cant
reduction in CO2 emissions from Edvard Grieg to below 1 kg per
barrel by the end of 2022. The electrifi cation is a key component
of our Decarbonisation Strategy, which was announced in
January 2020 together with the Board of Directors’ proposal to
change the name of the Company to Lundin Energy, this to better
refl ect our ambition and commitment to continue to play an
important part in the future energy mix.
I would like to thank all of my colleagues for their excellent
performance in 2019 as well as our shareholders and the Board of
Directors for their continued support. I very much look forward
to reporting our progress in 2020, which is set to be another
exciting and successful year for Lundin Petroleum (soon to be
Lundin Energy!).
Alex Schneiter
President and CEO
6
Lundin Petroleum Annual Report 2019
“ Oil and gas will continue to play
an important role in the energy
transition towards more renewable
sources for decades to come.
As energy providers we are living in
very exciting times. Humanity is going
through an amazing transformation
with improved living standards
and prosperity spreading across
the globe. Billions of people are
being lifted out of poverty thanks
to technological advances and the
availability of affordable energy.
Of course, there is a clear correlation between human
development and energy consumption and there is a strong
need to meet demand as prosperity rises. From the expanding
middle classes in Asia to the urbanization of Africa, the pattern
of energy supply is likely to change dramatically over the next
20 years.
The shift from coal to gas for power generation has already
happened in the US, the UK and will be followed by the
rest of Europe and, eventually, the rest of the world. Those
lagging behind will be countries rich in coal resources and
high growth in demand for electricity (such as China, India,
Indonesia, South Africa and Turkey). Electrifi cation is changing
the way we live, transport goods and people but the challenges
we face to meet this disruption in the energy landscape, while
limiting let alone reducing our greenhouse gas emissions, are
signifi cant.
Renewable energy’s incredible expansion will continue
unabated as demand increase, costs drop further and new
technologies arrive on the market. But oil and gas will also
play an increasingly important role in the global energy
equation as coal is phased out. As part of our social licence to
operate, we as energy producers need to be much smarter in
how we produce, transport and consume energy in general,
and all of us, as consumers, must accept that we too have an
important role to play to achieve a lower carbon future. As
the oil and gas industry continues to meet these challenges,
governments also have to provide the proper regulatory and
fi scal framework to encourage all sectors to decarbonise.
At Lundin Petroleum, we strive to be part of the solution while
delivering shareholder value and continuously expanding
our horizons. I believe the train towards a low-carbon energy
system has left the station and Lundin Petroleum is sitting
right up there with the train driver, being perhaps one of the
fi rst carbon neutral oil and gas producers in 2030.
On behalf of the Board of Directors, I would like to sincerely
thank all our loyal and dedicated employees for making
this amazing journey possible and for turning dreams into
reality. Finally, a big thank you to you, our shareholders and
stakeholders, for your support.
Ian H. Lundin
Chairman of the Board
Lundin Petroleum Annual Report 2019
7
STRATEGIC REPORT | Operations
Leading operational
performance
Johan Sverdrup
on stream
1st oil
Edvard Grieg
production efficiency
98%
2P reserves
replacement ratio
150%
“ 2019 was a year of industry
leading operational performance,
exceeding all our key targets.
With Johan Sverdrup start-
up ahead of schedule, plateau
extension at Edvard Grieg and
new project sanctions, we
have seen a step change in our
production levels reaching over
150 Mboepd.
Nick Walker
Chief Operating Officer
8
Lundin Petroleum Annual Report 2019
Organic growth strategy
Lundin Petroleum’s main strategy is organic value
creation. We do this by combining the Company’s
subsurface expertise with cutting-edge technology to
maximise recovery as well as identify and explore for
new reservoirs and plays. Through this strategy, the
Company has succeeded in building a business with
over one billion barrels of net reserves and resources at
a fi nding cost of USD 0.8 per barrel. Lundin Petroleum
is one of the most active explorers in Norway, investing
approximately MUSD 300 in exploration and appraisal
activities in 2019, across seven core areas. In addition,
four new development projects were sanctioned and
a further four appraisal projects are being progressed
towards development.
Norwegian Sea
Northern North Sea
Horda
Norway
Frosk Area
Alvheim Area
Alvheim
Edvard Grieg
Utsira High Area
Edvard Grieg Infills
Solveig
Rolvsnes
Gekko
Johan Sverdrup
Phase 2
Jorvik/Tellus East
Lille Prinsen
Sele High
Oslo
Southern Barents
Sea Area
Alta/Gohta
Harstad
7
core areas
7
new discoveries
4
projects in
appraisal phase
4
projects
underway
Central Graben
Core Area
Production
Appraisal/development project
Lundin Petroleum Annual Report 2019
9
STRATEGIC REPORT | Operations
Step change in production
Our continued excellent facilities and
reservoir performance has enabled us to
meet or exceed production guidance for
the last 18 quarters running.
Targeting
> 200
Mboepd
with upsides
Long-term
guidance
160–170
Mboepd
145–165
Mboepd
93.3
Mboepd
2019
2020
2021 onwards
Record high production 2019
Lundin Petroleum delivered towards the top end
of the guidance range in 2019 with an average
production of 93.3 Mboepd, a record high for
the Company. The accelerated start-up and quick
ramp-up of the Johan Sverdrup fi eld, along
with continued excellent facilities and reservoir
performance from both the Edvard Grieg fi eld
and the Alvheim Area, were the main drivers
behind this result.
Edvard Grieg plateau extension
The Edvard Grieg fi eld has continued to deliver
reservoir performance above expectations.
Ultimate 2P reserves are increased to 300
MMboe. Combined with the Solveig Phase 1
project and the Rolvsnes extended well test
(EWT) both scheduled to come on stream in
2021, the facility is now expected to remain
at plateau levels to at least end of 2022, an
extension of over four years compared to the
original Plan for Development and Operation
(PDO) profi le.
Production growth continues
The outlook for continued production growth
remains strong, with further ramp-up and
development of the Johan Sverdrup fi eld, plateau
extension at Edvard Grieg and our plan to deliver
further organic growth.
10
Lundin Petroleum Annual Report 2019
Strong reserves replacement
Reserves Summary
End 2018
Equity sale 2.6% Johan Sverdrup
End 2018 adjusted
2019 production
Revisions and new projects
Reserves end 2019
Reserves replacement ratio
Proved plus
Probable
(2P reserves)
Proved plus
Probable
plus Possible
(3P reserves)
745.4
-69.6
675.9
-34.7
+52.1
693.3
150%
900.9
-82.0
818.8
-34.7
+73.4
857.5
212%
Continuing track record of reserves replacement
exceeding production
In 2019, the Solveig Phase 1 project, the Rolvsnes EWT project and
the Edvard Grieg infi ll well programme were all sanctioned and
accordingly the associated contingent resources were promoted to
reserves. This has provided a 2P reserves replacement ratio of 150
percent after adjustment for the sale of 2.6 percent stake in the Johan
Sverdrup development project. This is the sixth consecutive year that
Lundin Petroleum has more than replaced produced barrels with
reserves.
Oil and natural gas liquids (NGL) represent 95 percent of the 2P
reserves and all reserve estimates are independently audited by ERC
Equipoise Ltd. (ERCE).
Contingent resources
Lundin Petroleum’s contingent resources at year end 2019 amounted
to 185 MMboe, which represents a decrease of 40 MMboe from year
end 2018, primarily driven by the projects matured to reserves.
Several small discoveries have been added to the resource base along
with the addition of the Water Alternating Gas project on Edvard
Grieg and acquisition of an additional 30 percent interest in the
Rolvsnes discovery.
The resource estimate of the Alta discovery has been reduced based
on further technical evaluation and new seismic data. A standalone
development of the Alta and nearby Gohta discovery is no longer
considered to be commercial and a subsea tie-back development to
either Johan Castberg or another future host in the area is considered
the most viable option. The Company is drilling several large
prospects in the Loppa High Area in 2020, which if successful could
change the dynamic of commercial options for this area.
Exploration
Lundin Petroleum was involved in a record high 17 exploration and
appraisal wells in 2019, making seven discoveries along with positive
results from two appraisal wells. The high activity level will continue
in 2020 with a balanced drilling programme involving 10 exploration
and appraisal wells targeting over 650 MMboe of net unrisked
resources.
2P reserves end 2019
693
MMboe
Edvard Grieg Area
Ivar Aasen
Alvheim Area
Johan Sverdrup
Contingent resources
end 2019
Edvard Grieg Area
Alta/Gohta
185
MMboe
Johan Sverdrup
Other
Alvheim Area
i
Lundin Petroleum reports all of its reserves in working
interest barrels of oil equivalent.
Definitions of reserves and resources can be found on
page 110.
Lundin Petroleum Annual Report 2019
11
STRATEGIC REPORT | Operations
Johan Sverdrup
- in a league of its own
Production commenced at Johan Sverdrup Phase 1
on 5 October 2019 and marked a pivotal milestone for
Lundin Petroleum.
It was delivered almost two months in advance of the Plan for Development and
Operation (PDO) schedule and at approximately NOK 40 billion gross below the original
budget. At year end 2019, the field was producing around 80 percent of facility capacity
from eight pre-drilled production wells which were all quickly brought on stream by mid
November. Phase 1 plateau rate of 440 Mbopd gross is expected to be achieved during
summer 2020 when an additional two wells have been drilled. During the first months of
operation, the Johan Sverdrup facility has performed to a very high level, a testament to
the quality of the construction and operational excellence.
The PDO for Johan Sverdrup Phase 2 was approved in May 2019 and will involve the
installation of an additional processing platform at the field centre, a major module on the
existing riser platform and subsea facilities to reach the satellite areas of the field. The
project will bring gross production capacity to 660 Mbopd, and is progressing according
to plan with first oil scheduled during the fourth quarter of 2022.
Gross resources
2.2–3.2
billion boe
Costs reduced
~50%
since PDO
including foreign exchange savings
Phase 1 early start-up
5 October 2019
Phase 2 start-up
Q4 2022
Production capacity
440 Mbopd
Production capacity
660 Mbopd
Full field
breakeven price
<20 USD/boe
Operating cost
<2 USD/bbl
from Phase 1 plateau
12
Lundin Petroleum Annual Report 2019
“ With Johan Sverdrup
we have laid the foundation
for sustainable and efficient
production growth. It is truly a
success story, creating value for
our Company and society at large,
for decades to come.
Kristin Færøvik
Managing Director, Lundin Norway
Lundin Petroleum Annual Report 2019
13
STRATEGIC REPORT | Operations
The history of Johan Sverdrup
- unlocking the secrets of the Utsira High
During the past 40 years the Utsira High Area in the Norwegian North Sea
was explored by several companies without any notable success.
It was not until 2007 that Lundin Petroleum discovered the Edvard Grieg field and with it developed a
deeper technical understanding and in-depth knowledge of the underlying geology. This, in combination
with the persistency of Hans Christen Rønnevik and his exploration team, convinced us that the Utsira
High Area still had vast potential. With the support of an entrepreneurial management team, the dots were
connected and the Johan Sverdrup field was discovered. Our success story went from strength to strength.
Following the Johan Sverdrup oil discovery in September 2010, an extensive appraisal progamme was
conducted to determine the extent of the field. “The field exceeded all our expectations with excellent
reservoir quality and significantly larger resources than estimated.” Alex Schneiter, President and CEO of
Lundin Petroleum comments. In 2015, the Norwegian authorities approved the Plan for Development and
Operation (PDO) and only 9 years after the first discovery, first oil was achieved on 5 October 2019, ahead
of schedule and below budget.
It took 40 years to unlock the secret of the Utsira High, a secret that has transformed Lundin Petroleum and
the wider Norwegian oil and gas industry. Today the Johan Sverdrup field is estimated to hold gross reserves
of between 2.2 and 3.2 Bn boe, making it one of the largest discoveries ever made on the Norwegian
Continental Shelf. The gross production capacity of Johan Sverdrup is estimated at 440 Mbopd with Phase
1 plateau production expected to be reached by the summer of 2020, and increasing to 660 Mbopd after
Phase 2 commences production in the fourth quarter of 2022. At its peak, the field will account for around
one quarter of all petroleum production in Norway.
The production will flow through one of the world’s most advanced and efficient production platforms, which
in addition is being operated with power from shore making it one of the most carbon efficient fields in the
world, with CO2 emissions of below 1 kg per barrel, about one-twentieth of the world average.
Following the discoveries of Edvard Grieg, which quadrupled our production, and Johan Sverdrup, which will
double it once again, we still believe there is potential in the Utsira High Area.
14
Lundin Petroleum Annual Report 2019
Decarbonisation
Strategy
Lundin Petroleum’s ambition is
to achieve carbon neutrality as
an oil and gas exploration and
production company by 2030.
With a growing demand for oil and gas we recognise
the challenges of climate change. By focusing our
operations in Norway, a world leader in terms of
industry regulations and carbon reduction efforts,
as well as implementing best available technology
on our production facilities, we actively seek to
minimise our environmental footprint.
Aiming to be one of the leading companies in our
industry in terms of low carbon emissions, Lundin
Petroleum has formalised a Decarbonisation Strategy
(DCS). This confi rms our continued focus on our core
oil and gas activities, while also committing to fi nd
and support innovative ways to further reduce our
exploration and production related CO2 emissions.
Over the course of 2019, we have taken a number of
steps in furtherance of our DCS. The Company has
sanctioned the full electrifi cation of the Edvard Grieg
fi eld, which is expected to take place at the end of
2022, when additional power capacity is available
for the Utsira High Area. This investment will result
in achieving record low carbon intensity levels of
below 1 kg of CO2 per barrel of oil produced on this
platform.
In addition, we have invested in a hydropower
project in Norway and in a wind farm project in
Finland (January 2020) to replace part of our net
electricity usage from power from shore through
renewable power generation. The projects will
also provide a natural hedge to electricity price
fl uctuation.
On an annual basis we have also committed to
offset our carbon emissions associated with all air
travel, including helicopter transport, used in our
operations with natural carbon capture.
With our DCS and carbon reduction initiatives in
place, Lundin Petroleum continues to provide the
world with the energy it requires for global economic
and social prosperity, while addressing and reducing
our environmental impact, a mission already set out
in our fi rst climate statement in 2007.
You will fi nd more information on our
Decarbonisation Strategy and the steps we have
taken to date in our Sustainability Report 2019 and
on our website, www.lundin-petroleum.com.
Lundin Petroleum Annual Report 2019
15
Power from shore
To further solidify Lundin Petroleum’s
position as a world leading low carbon
emission oil producer the plan to
electrify the whole Utsira High Area
was finalised in 2019.
The power from shore system is already in place for
Johan Sverdrup Phase 1 and will be extended with
Phase 2 of the development to include the Edvard
Grieg, Ivar Aasen, Gina Krog and Sleipner fields.
The whole Utsira High Area will be supplied with
land-based power via underwater electrical cables,
and will be fully operational in 2022. The power grid
is connected to the Nord Pool power market, which is
sourced mainly from renewable energy. Our net capital
investment in the Utsira High Area power grid amounts
to approximately MUSD 500, of which more than half
(MUSD 270) has already been spent by year end 2019,
and contributes to a total capacity of 300 megawatts for
the area.
This full electrification project will be transformational
for Lundin Petroleum, providing our operations on the
Utsira High Area with electricity for the next 50 years.
This will reduce our CO2 emissions intensity to world
leading levels of below 1 kg per barrel for this area,
while at the same time enhancing the economic return
from our operations.
STRATEGIC REPORT | Sustainability
Sustainable operations
Lundin Petroleum develops oil and gas
resources efficiently and responsibly for a
sustainable and low carbon energy future.
Ethical conduct and business success go hand in hand. Our business model
rests on our commitment to carry out our activities in an effi cient and
responsible manner, taking into consideration the interests of our Company,
employees, shareholders, other stakeholders and society at large.
Our sustainability work is an evolving journey, one which Lundin Petroleum
is committed to pursue because we believe it’s the right thing to do. Since the
Company´s inception in 2001, we have been at the forefront of addressing
key environmental, social and governance (ESG) issues. For example, in
2019 we elaborated a new Climate Strategy Statement and formalised our
Decarbonisation Strategy, targeting carbon neutrality by 2030.
Since the Paris Climate Agreement in 2015, climate change has become
central to the global agenda and to ours. Affordable, reliable energy
is essential to economic development and prosperity, yet the world is
confronted with the challenge of supplying sustainable energy. We
acknowledge this, and seek to contribute to the transition towards a low
carbon society, while also addressing the challenge of reaching an equitable
energy balance.
Lundin Petroleum produces oil and gas in Norway, a leading country in
terms of ESG. We operate with one of the lowest carbon emissions intensity
levels in the industry, at approximately a third of the world average. We
strive for excellence and seek continuous improvements in everything we do,
including reducing our carbon footprint. We actively push the frontiers of
research and development, where our teams in Norway have a strong, proven
skillset.
With the full electrifi cation of our operated Edvard Grieg platform by
2022, the carbon emissions intensity level for both Edvard Grieg and Johan
Sverdrup, in which we have a 20 percent working interest, will reach below
1 kg CO2 per barrel of oil produced. These record low levels of CO2 emissions
make the fi elds two of the most carbon effi cient offshore fi elds in the world.
On a net equity basis, our overall carbon footprint in 2019 was 5.4 kg CO2 per
barrel of oil produced.
Over the course of 2019, we have held discussions and conducted training at
all levels of the organisation, in order to identify opportunities for Lundin
Petroleum to continually play a positive role in the energy transition.
Our Decarbonisation Strategy (see page 15), approved by our Board of
Directors, together with a joint corporate and operational management team
workshop on climate change, were the cornerstones for moving forward on a
sustainable energy roadmap in 2019.
By engaging with leading rating agencies Lundin Petroleum’s ESG
performance is continuously evaluated and is recognised as being among the
top quartile performers.
“ Our Decarbonisation
Strategy sets out our
commitment to become carbon
neutral across our operations
by 2030.
Zomo Fisher
Vice President Sustainability
Our ESG journey
2019
2018
2017
Decarbonisation Strategy
Climate Strategy Statement
Corporate Responsibility E-learning
Diversity Policy
New Code of Conduct
2016
Competition Law Policy
2015
2014
2013
2012
2011
2010
2009
2008
2007
HSEQ Leadership Charter
First GRI Sustainability Report
Contractor Declaration
First Corporate Responsibility
E-learning
Biodiversity Statement
UN Call to Action
EITI Supporting Company
Stakeholder Engagement Policy
UN Guiding Principles on Business
& Human Rights
Human Rights Policy
Anti-Corruption Policy
UN Global Compact
Carbon Disclosure Project
First Climate Change Statement
2006
Whistleblowing Statement
2005
2004
Sustainable Investment Programme
Corporate Donations Policy
Community Relations Policy
HSE Management System
2003
Human Rights Primer
Environmental Policy
Health and Safety Policy
Code of Conduct
2002
2001
Initiatives / Corporate Governing Documents
16
Lundin Petroleum Annual Report 2019
Health, safety and
environment (HSE)
We recognise the value of the people working for us
and consider their well-being a major contributor
to our business success. Our objective, as such, is
to provide a safe and healthy environment for all
our employees. Through internal health, safety and
environmental campaigns, which we call “refl exes”,
we actively identify and assess potential risks,
learn from past incidents and implement relevant
mitigation measures.
The result of our robust HSE culture is refl ected
in our 2019 performance, by zero serious injuries,
zero recordable oil spills, world leading low carbon
emissions of 5.4 kg CO2per boe, on a net equity
basis, and recognition as a top quartile performer in
ESG ratings.
Sustainability reporting
Lundin Petroleum’s Sustainability Report provides
comprehensive information on our approach
to managing key environmental, social and
governance (ESG) issues within the industry. It
outlines how we integrate this work into our
business model to create long-term sustainable
value for all stakeholders.
It conforms to the Global Reporting Initiative (GRI)
standards and constitutes our disclosure on non-
fi nancial reporting required under Swedish law
implementing the EU Directive 2014/95/EU. It also
constitutes our Communication on Progress (COP)
to the UN Global Compact.
Our Sustainability Report 2019 is available to read
at www.lundin-petroleum.com.
“ Lundin Petroleum takes
pride in continuously and
proactively addressing key
environmental, social and
governance issues.
Christine Batruch
Former Vice President Corporate
Responsibility
Christine Batruch has been a valuable
employee of the Company for close to 20 years
and an appreciated Vice President Corporate
Responsibility since 2002. On 31 December 2019,
she stepped down from this position, but the
Company will continue to leverage Christine’s
competences in the ESG area through her
Strategic Advisory role.
Lundin Petroleum Annual Report 2019
17
DIRECTORS’ REPORT
18
Lundin Petroleum Annual Report 2019
Directors’ Report
Lundin Petroleum AB (publ) Reg No. 556610-8055
The address of Lundin Petroleum AB’s registered offi ce is
Hovslagargatan 5, Stockholm, Sweden.
Lundin Petroleum is an independent oil and gas exploration and
production company with operations focused on Norway.
The Parent Company has no foreign branches.
Changes in the Group
In July 2019, Lundin Petroleum entered into a sales and
purchase agreement for the sale of a 2.6 percent working
interest in the Johan Sverdrup development project to Equinor.
The transaction decreased the Company’s working interest in
the Johan Sverdrup development project to 20 percent.
In October 2019, Lundin Petroleum signed an agreement with
Sognekraft AS to acquire a 50 percent non-operated interest in
the Leikanger hydropower project, in mid-west Norway. The
completion of the transaction remains subject to customary
closing conditions, expected to occur in early 2020.
Corporate structure as at 31 December 2019
Lundin Petroleum AB (S)
Lundin Petroleum Holding BV (N)
Lundin Energy
Holding BV (N)
Jurisdiction
(N)
(No)
(S)
(Sw)
Netherlands
Norway
Sweden
Switzerland
Lundin Norway AS (No)
Lundin Russia BV (N)
Lundin Petroleum SA (Sw)
Lundin Lagansky BV (N)
Lundin Petroleum
Marketing SA (Sw)
Lundin Petroleum
Services BV (N)
Note: The Group structure shows significant subsidiaries only.
See the Parent Company Financial Statements Note 9 for full legal
names and all subsidiaries.
Lundin Petroleum Annual Report 2019
19
DIRECTORS’ REPORT | Operational and financial review
Operational review
All the reported numbers and updates in the operational review
relate to the fi nancial year ended 31 December 2019 unless
otherwise specifi ed.
Norway
Reserves and resources
Lundin Petroleum has 693 million barrels of oil equivalent
(MMboe) of proved plus probable net reserves and 858 MMboe
of proved plus probable plus possible net reserves as at
31 December 2019 as certifi ed by an independent third party.
Lundin Petroleum has additional oil and gas resources which
classify as contingent resources and the best estimate contingent
resources net to Lundin Petroleum amounted to 185 MMboe
as at 31 December 2019. The proved plus probable reserves
replacement ratio for 2019 was 150 percent.
Production
Production was 93.3 thousand barrels of oil equivalent per day
(Mboepd) (compared to 81.1 Mboepd for 2018) which was above
the mid-point of the updated guidance for the year of between
90 and 95 Mboepd, and 10 percent above the mid-point of the
original production guidance of between 75 and 95 Mboepd.
This result is due to early start-up and quick ramp-up at the
Johan Sverdrup fi eld as well as continued strong performance
at both the Edvard Grieg fi eld and the Alvheim Area. As a result
of the quick ramp-up of Johan Sverdrup, production at year end
2019 was over 150 Mboepd.
Operating cost, including netting off tariff income, was USD 4.03
per boe, which is 5 percent below guidance of USD 4.25 per boe.
This result is due to higher production volumes.
Production in Mboepd
2019
2018
Norway
Crude oil
Gas
Total production
83.5
9.8
93.3
71.9
9.2
81.1
Production in
Mboepd
Johan Sverdrup
Edvard Grieg
Ivar Aasen
Alvheim
Volund
Bøyla
Gaupe
WI1
20%
65%
1.385%
15%
35%
15%
40%
Quantity in Mboepd
1 Lundin Petroleum’s working interest (WI)
2019
2018
14.0
63.7
0.8
9.1
4.8
0.9
–
93.3
–
63.6
0.9
9.3
6.5
0.7
0.1
81.1
Production from Johan Sverdrup Phase 1 commenced on
5 October 2019, which was at the front of the guidance range
for fi rst oil. Production has since ramped up quickly and
ahead of expectations from the eight pre-drilled production
wells and as at year end 2019 the fi eld was producing around
350 thousand barrels of oil per day (Mbopd) gross, which is
about 80 percent of the Phase 1 facilities capacity of 440 Mbopd.
Initial reservoir performance is excellent and well productivities
are above expectations. It will require the drilling of two new
production wells to achieve Phase 1 plateau, the fi rst of these
commenced in January 2020 with the second expected on
stream by the summer of 2020. The twelve pre-drilled water
injection wells have been commissioned and water injection
levels are more than supporting production offtake from the
reservoir. The facilities have performed to a high standard,
providing a production effi ciency during the ramp-up phase
above expectations at 94 percent. Operating costs for the Johan
Sverdrup fi eld were USD 2.40 per boe.
Production from the Edvard Grieg fi eld was slightly ahead of
forecast, supported by production effi ciency ahead of guidance
at 98 percent. Reservoir performance continues to exceed
expectations; with limited water production and total well
potential signifi cantly higher than available facilities capacity.
A three-well infi ll drilling programme planned to commence
in 2020 has been sanctioned, providing increased reserves of
18 MMboe gross and taking the gross fi eld ultimate proved
plus probable reserves to 300 MMboe including historical
20
Lundin Petroleum Annual Report 2019
production. The Rowan Viking jack-up rig, used to drill all the
existing development wells has been contracted for the infi ll
programme. Based on the fi eld performance and the addition of
the Solveig and Rolvsnes tie-back projects, the forecast plateau
production period through the Edvard Grieg facilities has been
extended to at least the end of 2022. During the second quarter
2019, a dual-branch exploration well made oil discoveries at
Jorvik and Tellus East on the eastern edge of the Edvard Grieg
fi eld. Both areas can be accessed with wells drilled from the
platform, with Jorvik the target of one of the planned wells in
the fi rst infi ll campaign. Operating costs for the Edvard Grieg
fi eld, including netting off tariff income, were USD 4.18 per boe.
The plan to fully electrify the Edvard Grieg platform has been
fi nalised in conjunction with the Utsira High Area power grid
that is being developed together with the Johan Sverdrup Phase
2 project. The Edvard Grieg electrifi cation project, which will
become operational in 2022, involves the retirement of the
existing gas turbine power generation system on the platform,
installation of electric boilers to provide process heat and
installation of a power cable from Johan Sverdrup to Edvard
Grieg. The project will result in a signifi cant reduction in CO2
emissions from Edvard Grieg of approximately 3.6 million
tonnes from 2022 to end of fi eld life, taking CO2 emissions for
the area to below 1 kg per boe, about one-twentieth of the world
average. Additionally, the project will reduce operating costs,
reduce carbon taxes and increase operating effi ciency, which is
partially offset by electricity power purchases from the grid.
Production from the Ivar Aasen fi eld was in line with forecast.
Two infi ll wells have been drilled during 2019, which are both
producing in line with expectations.
Production from the Alvheim Area, consisting of the Alvheim,
Volund and Bøyla fi elds, was slightly ahead of forecast.
Production effi ciency for the Alvheim FPSO was ahead of
expectations at 97 percent. Two production wells came on
stream during 2019, a sidetrack infi ll well at the Volund fi eld
and the two-branch Frosk test producer (which is produced
through the Bøyla facilities). Both wells are producing in line
with expectations. The Frosk well also included the drilling of
two pilot holes, one of which tested the Froskelår North East
prospect making a small oil discovery. In the third quarter
2019, a three-branch pilot well aimed at de-risking infi ll well
opportunities in the Alvheim fi eld was drilled, overall results
were above expectations and will lead to an infi ll well to be
drilled in 2020. Operating costs for the Alvheim Area were
USD 5.79 per boe.
Development
Johan Sverdrup
The Johan Sverdrup Phase 1 project has been developed as a fi eld
centre of four platforms - drilling, processing, living quarters
and riser platform. Phase 1 of the project has been delivered
below the original capital budget, with a current estimate of
gross NOK 83 billion (nominal), representing a saving to date
of approximately NOK 40 billion compared to the Phase 1 PDO
estimate of gross NOK 123 billion (nominal). Less than ten
percent of the current Phase 1 capital estimate remains to be
spent on fi nal completion of the production facilities and on
fi fteen new Phase 1 platform development wells, to be drilled
over the period from the fi rst quarter of 2020 to 2023.
The Phase 2 PDO was submitted to the Norwegian Ministry of
Petroleum and Energy in August 2018 and was approved in
May 2019. Phase 2 involves a second processing platform bridge
linked to the Phase 1 fi eld centre, subsea facilities to allow for
tie-in of additional wells to access the Avaldsnes, Kvitsøy and
Geitungen satellite areas of the fi eld and implementation of
full fi eld water alternating gas injection (WAG) for enhanced
recovery. 28 wells are planned to be drilled in connection
with the Phase 2 development. Phase 2 fi rst oil is scheduled in
the fourth quarter of 2022, which will take the gross plateau
production capacity to 660 Mbopd. Full fi eld breakeven oil price,
including past investments, is estimated at below USD 20 per
boe.
The Phase 2 capital expenditure is estimated at gross
NOK 41 billion (nominal), which is unchanged from the Phase
2 PDO estimate and over a 50 percent saving from the original
estimate in the Phase 1 PDO. The major topsides, jacket and
Subsea Production System contracts, have been awarded.
Construction has commenced on the second processing platform
topsides and as well as the new modules to be installed on the
existing Riser Platform. Phase 2 of the project is progressing to
plan and is over 25 percent complete.
The fi eld is being operated with power supplied from shore and
will be one of the lowest CO2 emitting fi elds in the world, with
CO2 emissions of below 1 kg per boe, about one-twentieth of
the world average. Post Phase 1 plateau, operating costs will be
below USD 2 per boe.
Greater Edvard Grieg Area tie-back projects
The PDO for the Solveig Phase 1 project was approved by the
Norwegian Ministry of Petroleum and Energy in June 2019.
Solveig is the fi rst Edvard Grieg subsea tie-back development and
will contribute to keeping the Edvard Grieg platform fi lled to
capacity for an extended time period. Phase 1 will be developed
Development
Field
Johan Sverdrup
Solveig Phase 1
Rolvsnes EWT
WI
20%
65%
80%
Operator
Equinor
Lundin Norway
Lundin Norway
Estimated
gross reserves
2.2–3.2 Bn boe
57 MMboe
–
Production start
expected
Expected gross
plateau production
October 2019
Q1 2021
Q2 2021
660 Mbopd
30 Mboepd
3 Mboepd
Lundin Petroleum Annual Report 2019
21
DIRECTORS’ REPORT | Operational and financial review
with three oil production wells and two water injection wells
and will achieve gross peak production of 30 Mboepd, with fi rst
oil scheduled in the fi rst quarter of 2021.
Solveig Phase 1 gross proved plus probable reserves are
estimated at 57 MMboe. The capital cost of the development
is estimated at MUSD 810 gross, with a breakeven oil price
of below USD 30 per boe. The potential for further phases
of development, which will capture the upside potential in
the discovered resources, will be de-risked by production
performance from Phase 1.
results were below expectations, leading to a reduction in
the resource estimate and a commercial development of the
discovery is not considered viable. The data collected from the
well will be used in the assessment of further prospectivity in
the area.
Exploration
Fifteen exploration wells were completed in 2019 yielding seven
oil and gas discoveries and adding net resources of between 10
and 50 MMboe. Exploration and appraisal expenditure in 2019
was MUSD 298.
The production application for the Rolvsnes Extended Well Test
(EWT) was approved by the Norwegian Ministry of Petroleum
and Energy in July 2019. The Rolvsnes EWT project will be
conducted through a 3 km subsea tie-back of the existing
Rolvsnes horizontal well to the Edvard Grieg platform. The
project is being implemented together with the Solveig project
to take advantage of contracting and implementation synergies,
with fi rst oil scheduled in the second quarter 2021.
In February 2019, the Gjøkåsen Shallow prospect in PL857 and
the Pointer/Setter dual target prospect in PL767, both located in
the southern Barents Sea, were drilled and both wells were dry.
In March 2019, the Froskelår Main prospect in PL869 in the
Alvheim Area proved an oil and gas discovery. Froskelår Main
will be evaluated as part of a potential joint development with
the Frosk discovery.
Both Edvard Grieg Area tie-back projects are progressing
according to plan, with the Solveig Phase 1 project now over
20 percent complete and the Rolvsnes EWT project over 35
percent complete. All of the key contracts have been awarded
and modifi cations at the Edvard Grieg platform commenced in
May 2019.
Appraisal
In July 2019, an appraisal well was completed on the Lille
Prinsen oil discovery made in 2018 in PL167 located in the
Utsira High Area of the North Sea. The appraisal well was drilled
1 km west of the discovery well in the downdip Outer Wedge
area, making an oil discovery. Other segments of Lille Prinsen
are being evaluated for further delineation.
Following the extended well test on the Alta discovery in 2018
and the acquisition of a new 3D seismic (Topseis), the contingent
resource estimate for the Alta discovery has been adjusted
downwards. A standalone development of the Alta and nearby
Gohta discoveries is no longer considered to be commercial,
and a subsea tie-back development to either Johan Castberg or
another future host development in the area is considered the
most viable option. Lundin Petroleum is drilling several large
prospects in the Loppa High Area in 2020, which if successful
could change the dynamic of commercial options for this area.
In February 2020, an appraisal well was completed on the
Balderbrå gas discovery in PL894 in the Norwegian Sea. The
In April 2019, the Gjøkåsen Deep prospect in PL857 in the
southeastern Barents Sea, the Vinstra/Otta prospect in PL539
located in the Mandal High Area of the North Sea and the JK
prospect in PL916 located in the north of the Utsira High Area of
the North Sea, were all drilled and all three wells were dry.
In June 2019, the Korpfjell Deep prospect in PL859 in the
southeastern Barents Sea was drilled and was dry.
In June 2019, the Jorvik and Tellus East prospects on the
eastern edge of the Edvard Grieg fi eld in PL338 proved two oil
discoveries. At Jorvik, the well encountered oil in 30 metres
of conglomerate reservoir of Triassic age with a thin, high
quality sandstone above. This combination of conglomerate
and sandstone reservoir types are also found on the southern
and eastern part of Edvard Grieg. At Tellus East, the well
encountered a gross oil column of 60 metres in porous,
weathered basement reservoir. The combined gross resources
of Jorvik and Tellus East are estimated to be between 4 and
37 MMboe and both can be developed with wells from the
Edvard Grieg platform.
In June 2019, the Froskelår North East prospect was drilled as
part of the Frosk test producer and proved an oil discovery. The
discovery is estimated by the operator to contain gross resources
of between 2 and 10 MMboe and is potentially commercial as
part of a Frosk/Froskelår development.
2019 appraisal well programme
Licence
Operator
PL167
PL203
Equinor
AkerBP
PL894 1
Wintershall DEA
WI
20%
15%
10%
Well
Lille Prinsen
Spud Date
May 2019
Status
Completed July 2019
Alvheim Infi ll Pilots
August 2019
Completed September 2019
Balderbrå
January 2020
Completed February 2020
1 subject to closing of deal with Wintershall DEA
22
Lundin Petroleum Annual Report 2019
2019 exploration well programme
Licence
Operator
PL857
PL767
PL869
PL857
PL338
PL869
PL539
PL916
PL859
PL758
PL869
PL815
PL921
PL896
PL917
PL820S
PL917
Equinor
Lundin Norway
AkerBP
Equinor
Lundin Norway
AkerBP
MOL
AkerBP
Equinor
Capricorn
AkerBP
Lundin Norway
Equinor
Wintershall DEA
ConocoPhillips
MOL
ConocoPhillips
WI
20%
50%
20%
20%
65%
20%
20%
20%
15%
20%
20%
60%
15%
30%
20%
40%
20%
Well
Spud Date
Result
December 2018
Gjøkåsen Shallow
January 2019
Pointer/Setter
January 2019
Froskelår Main
February 2019
Gjøkåsen Deep
Jorvik/Tellus East
March 2019
Froskelår North East March 2019
Vinstra/Otta
JK
Korpfjell Deep
Lynghaug
Rumpetroll
Goddo
Gladsheim
Toutatis
Enniberg
Evra/Iving
Hasselbaink
April 2019
April 2019
June 2019
June 2019
June 2019
July 2019
September 2019
November 2019
November 2019
November 2019
January 2020
Dry
Dry
Oil & Gas Discovery
Dry
Two Oil Discoveries
Oil Discovery
Dry
Dry
Dry
Dry
Dry
Oil Discovery
Dry
Oil Discovery
Oil & Gas Discovery
Ongoing
Dry
In July 2019, the Lynghaug prospect in PL758 in the Norwegian
Sea, and the Rumpetroll prospect in PL869 in the Alvheim Area,
were drilled and both wells were dry.
In August 2019, the Goddo prospect in PL815 located on the
Utsira High was drilled and proved an oil discovery. The main
objective of the well was to prove oil in porous basement
similar to what is found in the Rolvsnes discovery located to
the northwest. The Goddo well encountered weathered and
fractured basement with an estimated gross oil column of
20 metres, with reservoir of similar characteristics as found
in Rolvsnes, but the two discoveries are not connected.
Gross resources at Goddo are estimated to be between 1 and
10 MMboe, with further upside potential in the larger Goddo
area and surrounding prospective basement. The results from
the Rolvsnes EWT will provide important reservoir performance
data in relation to the commercialisation of the wider basement
opportunity on the Utsira High.
In October 2019, the Gladsheim prospect in PL921 in the
Northern North Sea was drilled and was dry.
In November 2019, the Toutatis prospect in PL896 in the
Norwegian Sea was drilled and made a minor non-commercial
oil and gas discovery.
In November 2019, drilling started on the Evra/Iving prospects
in PL820S, located east of Alvheim in the North Sea. The dual
target well is testing the injectite sandstone reservoir of the Evra
prospect and further below, the Jurassic/Triassic reservoirs of the
Iving prospect.
In January 2020, the Enniberg prospect in PL917 east of the
Alvheim Area in the North Sea was drilled and made a minor
non-commercial oil and gas discovery. Following which the
Hasselbaink prospect in the same licence was drilled and was
dry.
Research and Development
The Group invested MUSD 12.7 in research and development
(R&D) in 2019. The main goal for the R&D is to maximise the
value of the existing assets, improve operational preparedness
in new areas of operation and developing platforms for
future business opportunities. This means improvement of
subsurface understanding which benefi ts both exploration and
development activities. About one-third of the R&D investments
have been used to focus on external environment, energy
effi ciency and CO2 emissions reduction.
Decarbonisation Strategy
In January 2020, Lundin Petroleum announced its
Decarbonisation Strategy with the target to become carbon
neutral in its exploration and production activities by 2030.
The Company currently has industry leading low carbon
emissions with average net carbon intensity for all assets of
5.4 kg CO2 per boe for 2019. This performance is set to improve
further as Johan Sverdrup is already fully electrifi ed from
shore and Edvard Grieg is being fully electrifi ed as part of the
recently announced Utsira High Area power solution. This will
reduce the average net carbon intensity from the Company’s
producing assets to below 2 kg CO2 per boe from 2023, which is
approximately one-tenth the world average. Additionally, from
2018 the Company has offset the emissions associated with all
air travel, including helicopter transport, used in its operations
with natural carbon capture.
With the electrifi cation of the Utsira High Area, Lundin
Petroleum will be using around 500 GWh per annum net of
electricity from 2022 from Nord Pool, the Nordic countries’
electricity transmission system, the majority of which is
generated from renewable energy sources (estimated at about
two thirds of the total electricity usage). In order to replace
the Company’s net electricity usage at Johan Sverdrup and
subsequently Edvard Grieg, direct and profi table investment in
renewable energy will be undertaken.
Lundin Petroleum Annual Report 2019
23
DIRECTORS’ REPORT | Operational and financial review
In October 2019, Lundin Petroleum signed an agreement with
Sognekraft AS to acquire a 50 percent non-operated interest
in the Leikanger hydropower project, in mid-west Norway.
Leikanger will produce around 208 GWh per annum gross, once
it is fully operational in 2021, from a river run off hydropower
generation scheme. The investment to Lundin Petroleum,
including the acquisition cost, is approximately MUSD 60 over
the three year period 2019 to 2021 and the project will be free
cash fl ow positive from 2022. The completion of the transaction
remains subject to customary closing conditions, expected to
occur in early 2020.
In January 2020, Lundin Petroleum concluded a transaction
with OX2 AB (OX2) to acquire a 100 percent interest in the
Metsälamminkangas (MLK) wind farm project, in mid Finland.
MLK will produce around 400 GWh per annum gross, once it
is fully operational in 2022, from 24 onshore wind turbines.
The MLK operations will be managed by OX2. The investment,
including the acquisition cost, is approximately MUSD 200 gross
over 2020 to 2021 and the project will be free cash fl ow positive
from 2022. It is Lundin Petroleum’s intention to farm-down
50 percent of the 100 percent acquired MLK interest.
The Leikanger and MLK renewable power projects together,
(after the intended farm-down) will replace around 60 percent
of the Company’s net electricity usage from 2023 with low
carbon sources. It is Lundin Petroleum’s strategy to fully replace
all net electricity usage for power from shore with further
direct investments in renewable energy power generation. The
projects will also provide a natural hedge to the electricity price
fl uctuation; the electricity usage of Johan Sverdrup represents
approximately 15 percent of the total fi eld operating costs and
for Edvard Grieg, it will be approximately 10 percent.
Decommissioning
Preparation of the decommissioning plan for the Brynhild fi eld
is ongoing with operations anticipated to be conducted during
2020/2021. The Rowan Viking jack-up drilling rig has been
secured to plug and abandon the four Brynhild wells.
In June 2019, Lundin Petroleum entered into a sales and
purchase agreement involving the acquisition of a 10 percent
working interest in each of PL896 and PL820S from Wintershall
DEA. The transaction increased the Company’s working interest
to 40 percent in PL820S and to 30 percent in PL896.
In July 2019, as part of transaction to redeem 16 percent of
the outstanding Lundin Petroleum shares held by Equinor, the
Company further entered into an asset transfer agreement to
sell 2.6 percentage points of the Johan Sverdrup development
project to Equinor for a cash consideration of MUSD 962 with
an effective date of 1 January 2019, which includes a MUSD 52
contingent payment on future reserve attainment. The asset
transaction was completed on 30 August 2019.
In December 2019, Lundin Petroleum entered into a sales
and purchase agreement with Wintershall DEA involving the
acquisition of a 10 percent working interest in PL894, which
includes the Balderbrå gas discovery and a 5 percent working
interest in PL533 and PL533B. The transaction also includes
options to acquire working interests in several other exploration
licences in the Vøring Basin where PL894 is located. The
transaction is subject to customary government approvals and is
expected to complete in the fi rst quarter of 2020.
In December 2019, Lundin Petroleum entered into a sales and
purchase agreement with Neptune Energy Norge AS involving
the acquisition of a 20 percent working interest in PL886 and
PL886B. The transaction increased the Company’s working
interest to 60 percent in PL886 and PL886B. The transaction is
subject to customary government approvals and is expected to
complete in the fi rst quarter of 2020.
In January 2020, the Company was awarded 12 licences in the
2019 APA licensing round, of which seven are as operator.
Currently the Company holds 88 licences in Norway, which is
an increase of approximately 30percent from the beginning of
2019.
The Gaupe fi eld ceased production during the fourth quarter of
2018 and preparation of the decommissioning plan for the fi eld
is also ongoing.
Licence awards and transactions
In January 2019, Lundin Petroleum was awarded 15 licences in
the 2018 APA licensing round, of which nine are as operator.
Russia
Lundin Petroleum has previously written down the entire
contingent resources and book value for the Morskaya oil
discovery in Russia, as it was deemed unlikely that the discovery
could commercially be developed in the foreseeable future.
Consequently the Morskaya licence has been relinquished and
the local operating company, PetroResurs, has been liquidated.
In January 2019, Lundin Petroleum entered into a sales
and purchase agreement involving the acquisition of Lime
Petroleum’s 30 percent working interest in each of PL338C
and PL338E and 20 percent working interest in PL815, which
contain the Rolvsnes and Goddo oil discoveries. The transaction
increased the Company’s working interest in each of PL338C
and PL338E to 80 percent and in PL815 to 60 percent. The
transaction involved a cash consideration payable to Lime
Petroleum and was completed in May 2019, with economic
effect from 1 January 2019.
Health, safety and environment
During the reporting period, no lost time incidents and one
medical treatment incident occurred, resulting in a Lost Time
Incident Rate of 0.0 per million hours worked and a Total
Recordable Incident Rate of 0.6 per million hours worked. There
were no material safety or environmental incidents.
24
Lundin Petroleum Annual Report 2019
Financial review
Result
The operating profi t for the fi nancial year amounted to
MUSD 1,970.7 (MUSD 1,418.7) and included a MUSD 756.7 after
tax accounting gain on the sale of 2.6 percent of Johan Sverdrup.
The operating profi t for the year excluding this accounting gain
amounted to MUSD 1,214.0 with the decrease compared to the
comparative period mainly driven by lower oil prices and higher
expensed exploration costs and impairment charges somewhat
offset by higher production volumes during the fi nancial year.
The net result for the year amounted to MUSD 824.9 (MUSD
225.7) representing earnings per share of USD 2.61 (USD 0.67).
Net result was impacted by a MUSD 756.7 after tax accounting
gain on the sale of 2.6 percent of Johan Sverdrup during the
fi nancial year, impairment charges of MUSD 128.3, a foreign
currency exchange loss of MUSD 131.7 (MUSD 164.9) and an
accounting gain of MUSD 183.7 pre tax in the comparative
period as a result of the re-negotiated improved borrowing
terms for the reserve-based lending facility. Adjusted net
result separates out the effects of accounting gains/losses
from asset sales, loan modifi cation gains, foreign currency
exchange results, impairment charges and the tax impacts
from these items and better refl ects the net result generated
by the Company’s operational performance for the fi nancial
year. Adjusted net result for the year amounted to MUSD 252.7
(MUSD 295.3) representing adjusted earnings per share of
USD 0.80 (USD 0.87). The decrease compared to the comparative
period was mainly driven by the lower adjusted operating profi t.
Earnings before interest, tax, depletion and amortisation
(EBITDA) for the year amounted to MUSD 1,918.4 (MUSD 1,932.5)
representing EBITDA per share of USD 6.07 (USD 5.71) with
the increase on a per share basis compared to the comparative
period mainly caused by the redemption of 16 percent of the
outstanding shares in August 2019. Operating cash fl ow for the
year amounted to MUSD 1,537.1 (MUSD 1,864.1) representing
operating cash fl ow per share of USD 4.87 (USD 5.51) with the
decrease compared to the comparative period impacted by
a higher current tax charge as Special Petroleum Tax losses
were fully utilised during the fourth quarter of 2019. Free cash
fl ow for the year amounted to MUSD 1,271.7 (MUSD 663.0)
representing free cash fl ow per share of USD 4.03 (USD 1.96)
with the increase compared to the comparative period impacted
by the cash infl ow from the sale of 2.6 percent of Johan
Sverdrup of MUSD 959.0 which includes received interest
and pro and contra funding settlement from effective date
to completion date as well as working capital balances and
incurred expenses. Organic free cash fl ow for the year which
excludes the cash infl ow from the sale of 2.6 percent of Johan
Sverdrup amounted to MUSD 312.7 and was also impacted by
higher paid taxes and increased trade receivables as a result of
Johan Sverdrup coming on stream in October 2019.
Changes in the Group
In January 2019, Lundin Petroleum entered into a sales and
purchase agreement for the acquisition of Lime Petroleum’s
30 percent working interest in each of PL338C and PL338E
and 20 percent working interest in PL815, which contain the
Rolvsnes oil discovery and Goddo prospect. The transaction
increased the Company’s working interest in each of PL338C
and PL338E to 80 percent and in PL815 to 60 percent. The
transaction involved a cash consideration payable to Lime
Petroleum of MUSD 43.0 and was completed in May 2019, with
economic effect from 1 January 2019.
In July 2019, Lundin Petroleum entered into a sales and
purchase agreement for the sale of a 2.6 percent working
interest in the Johan Sverdrup development project to Equinor.
The transaction decreased the Company’s working interest in
the Johan Sverdrup development project to 20 percent. The
transaction involved a cash consideration payable by Equinor of
MUSD 962.0, which includes a nominal MUSD 52.0 contingent
payment on future reserve reclassifi cations. The transaction was
completed in August 2019, with economic effect from 1 January
2019. The transaction was accounted for at closing resulting in
a net after tax accounting gain of MUSD 756.7 arising from the
difference between the consideration received and the book
value of the associated assets being divested. The accounting
gain is reported as gain from sale of assets as detailed in the
following table. The gain from the sale is presented on an after
tax basis as the consideration is determined net after tax based
on the Norwegian Petroleum Tax regulations.
Expressed in MUSD
Assets
Oil and gas properties
Total assets divested
Liabilities
Site restoration provision
Deferred tax liabilities
Working capital
Total liabilities divested
Net assets divested
Consideration1
Incurred expenses
Net after tax accounting gain
2019
343.7
343.7
16.2
108.9
4.0
129.1
214.6
974.0
-2.7
756.7
1 Includes fair value of the contingent consideration on future reserve
reclassifi cations, received interest and pro and contra funding
settlement from effective date to completion date as well as working
capital balances.
In October 2019, Lundin Petroleum signed an agreement with
Sognekraft AS to acquire a 50 percent non-operated interest
in the Leikanger hydropower project, in mid-west Norway.
Leikanger will produce around 208 GWh per annum gross, once
it is fully operational in 2021, from a river run off hydropower
generation scheme. The investment to Lundin Petroleum,
including the acquisition cost, is approximately MUSD 60 over
the three year period 2019 to 2021 and the project will be free
cash fl ow positive from 2022. The completion of the transaction
remains subject to customary closing conditions, expected to
occur in early 2020.
Lundin Petroleum Annual Report 2019
25
DIRECTORS’ REPORT | Operational and financial review
Revenue and other income
Revenue and other income for the year amounted to
MUSD 2,948.7 (MUSD 2,640.7) and was comprised of net sales of
oil and gas, gain from sale of 2.6 percent of Johan Sverdrup and
other revenue as detailed in Note 1.
Net sales of oil and gas for the year amounted to MUSD 2,158.6
(MUSD 2,607.9). The average price achieved by Lundin
Petroleum for a barrel of oil equivalent from own production
amounted to USD 61.00 (USD 67.89) and is detailed in the
following table. The average Dated Brent price for the year
amounted to USD 64.21 (USD 71.31) per barrel.
Net sales of oil and gas from own production for the year are
detailed in Note 3 and were comprised as follows:
Sales from own production
Average price per boe expressed in USD
2019
2018
Crude oil sales
Norway
– Quantity in Mboe
– Average price per boe
Gas and NGL sales
Norway
– Quantity in Mboe
– Average price per boe
Total sales
– Quantity in Mboe
– Average price per boe
29,769.7
65.16
26,834.7
69.97
4,235.7
31.77
3,682.0
52.74
34,005.4
61.00
30,516.7
67.89
The table above excludes crude oil revenue from third party activities.
Net sales of crude oil from third party activities for the year
amounted to MUSD 84.3 (MUSD 536.1) and consisted of Grane
Blend crude oil purchased from outside the Group by Lundin
Petroleum Marketing SA and sold to the market. Revenue from
sale of oil and gas are recognised when control of the products is
transferred to the customer.
Gain from sale of assets amounted to MUSD 756.7 (MUSD –)
and related to the sale of 2.6 percent of Johan Sverdrup as
specifi ed in Note 8.
Other income for the year amounted to MUSD 33.4 (MUSD 32.8)
and mainly included tariff income of MUSD 27.2 (MUSD 29.4)
which is due to net income from Ivar Aasen tariffs paid to
Edvard Grieg.
Production costs
Production costs including under/over lift movements and
inventory movements for the year amounted to MUSD 164.8
(MUSD 152.4) and are detailed in Note 2. The total production
cost per barrel of oil equivalent produced is detailed in the table
below:
Production costs
2019
2018
Cost of operations
– In MUSD
– In USD per boe
Tariff and transportation expenses
– In MUSD
– In USD per boe
Operating costs
– In MUSD
– In USD per boe 1
Change in under/over lift position
– In MUSD
– In USD per boe
Change in inventory position
– In MUSD
– In USD per boe
Other
– In MUSD
– In USD per boe
Production costs
– In MUSD
– In USD per boe
118.1
3.47
46.3
1.36
164.4
4.83
-0.9
-0.03
-2.8
-0.08
4.1
0.12
102.5
3.46
35.2
1.19
137.7
4.65
7.0
0.24
0.6
0.02
7.1
0.24
164.8
4.84
152.4
5.15
Note: USD per boe is calculated by dividing the cost by total production
volume for the period.
1 The numbers in this table are excluding tariff income netting. Lundin
Petroleum’s operating cost for the year of USD 4.83 (USD 4.65) per
barrel is reduced to USD 4.03 (USD 3.66) when tariff income is netted
off. The operating cost for the fourth quarter of USD 4.16 (USD 5.02) per
barrel is reduced to USD 3.54 (USD 4.14) when tariff income is netted
off.
26
Lundin Petroleum Annual Report 2019
The total cost of operations for the year amounted to
MUSD 118.1 (MUSD 102.5) and the total cost of operations
excluding operational projects amounted to MUSD 108.6
(MUSD 93.0). The increase compared to the comparative period
related to the start up of production from the Johan Sverdrup
fi eld in October 2019 in combination with the reversal in the
comparative period of an accrual as a result of the termination
of production from the Brynhild fi eld of MUSD 5.5.
The cost of operations per barrel for the year amounted
to USD 3.47 (USD 3.46) including operational projects and
USD 3.19 (USD 3.14) excluding operational projects. The cost
of operations per barrel for the fourth quarter amounted
to USD 2.91 (USD 3.78) with the reduction compared to the
comparative period caused by the start up of production from
the Johan Sverdrup fi eld in October 2019.
Tariff and transportation expenses for the year amounted to
MUSD 46.3 (MUSD 35.2) or USD 1.36 (USD 1.19) per barrel. The
increase compared to the comparative period is driven by the
start up of production from the Johan Sverdrup fi eld, higher
pipeline tariff rates and freight costs for crude oil sales in
relation to some cargoes being sold on a CFR basis during the
year.
Sales quantities in a period can differ from production
quantities as a result of permanent and timing differences.
Timing differences can arise due to under/over lift of
entitlement, inventory, storage and pipeline balances effects.
The change in under/over lift position is valued at production
cost including depletion cost, and amounted to MUSD -0.9
(MUSD 7.0) in the year due to the timing of the cargo liftings
compared to production. Sales quantities and production
quantities are detailed in the table below:
Change in over/underlift position
in Mboepd
2019
2018
Production volumes
Johan Sverdrup inventory movements
Production volumes excluding inventory
movements
Sales volumes from own production
Change in overlift position
93.3
-0.7
92.6
93.2
-0.6
81.1
–
81.1
83.6
-2.5
Other costs for the year amounted to MUSD 4.1 (MUSD 7.1) and
related to the business interruption insurance.
Depletion and decommissioning costs
Depletion and decommissioning costs for the year amounted
to MUSD 443.8 (MUSD 458.0) at an average rate of USD 13.03
(USD 15.46) per barrel and are detailed in Note 9. The lower
depletion costs for the year compared to the comparative period
is due to the start up of production from the Johan Sverdrup
fi eld in October 2019 at a lower depletion rate per barrel,
what resulted in lower depletion costs for the year although
production volumes increased. The depletion costs are further
positively impacted by a lower depletion rate per barrel in USD
terms as the depletion rate per barrel is calculated in Norwegian
Kroner with the Norwegian Kroner having weakened against the
USD compared to prior year.
Exploration costs
Exploration costs expensed in the income statement for the
year amounted to MUSD 125.6 (MUSD 53.2) and are detailed
in Note 9. Exploration and appraisal costs are capitalised as
they are incurred. When exploration and appraisal drilling is
unsuccessful, the capitalised costs are expensed. All capitalised
exploration costs are reviewed on a regular basis and are
expensed when facts and circumstances suggest that the
carrying value of an exploration and evaluation asset may
exceed its recoverable amount.
Impairment costs of oil and gas properties
Impairment costs charged to the income statement for the year
amounted to MUSD 128.3 (MUSD –) and are detailed in Note 9.
Impairment costs related to certain licences in the Barents Sea
of which future economic development is considered uncertain.
A non-cash pre-tax impairment charge of MUSD 128.3 was
recognised with an offsetting MUSD 101.3 deferred tax credit
recognised in the income statement, yielding a net after tax
charge of MUSD 27.0.
Purchase of crude oil from third parties
Purchase of crude oil from third parties for the year amounted
to MUSD 84.3 (MUSD 533.8) and related to Grane Blend crude oil
purchased from outside the Group.
General, administrative and depreciation expenses
The general administrative and depreciation expenses for the
year amounted to MUSD 31.2 (MUSD 24.6) which included
a charge of MUSD 4.6 (MUSD 3.9) in relation to the Group’s
long-term incentive plans (LTIP), see also Note 28. Fixed asset
depreciation expenses for the year amounted to MUSD 6.7
(MUSD 2.6) with the increase compared to the comparative
period mainly caused by the implementation of IFRS 16 with
effective date 1 January 2019 based on which depreciation
expenses relating to right of use assets are included in the
fi nancial year.
Finance income
Finance income for the year amounted to MUSD 27.5
(MUSD 192.2) and is detailed in Note 4.
The reserve-based lending facility was successfully re-negotiated
during the comparative period, resulting in the interest rate
margin over LIBOR being reduced from 3.15 percent to a current
rate of 2.25 percent effective as of 1 June 2018. The amendment
of the interest rate margin resulted in an accounting gain
of MUSD 183.7 in the comparative period in accordance
with IFRS 9 that unwinds to the income statement over the
remaining period of the facility.
The result on interest rate hedge settlements amounted to a gain
of MUSD 25.7 (MUSD 3.5).
Finance costs
Finance costs for the year amounted to MUSD 322.5
(MUSD 345.4) and are detailed in Note 5.
The net foreign currency exchange loss for the year amounted
to MUSD 131.7 (MUSD 164.9). Foreign exchange movements
occur on the settlement of transactions denominated in foreign
currencies and the revaluation of working capital and loan
Lundin Petroleum Annual Report 2019
27
DIRECTORS’ REPORT | Operational and financial review
balances to the prevailing exchange rate at the balance sheet
date where those monetary assets and liabilities are held in
currencies other than the functional currencies of the Group’s
reporting entities. Lundin Petroleum is exposed to exchange rate
fl uctuations relating to the relationship between US Dollar and
other currencies. Lundin Petroleum has entered into derivative
fi nancial instruments to address this exposure for exchange rate
fl uctuations for capital expenditure amounts, Corporate and
Special Petroleum Tax amounts and funding requirements for
the share redemption. For the year, the net realised exchange
loss on these settled foreign exchange instruments amounted to
MUSD 60.9 (gain of MUSD 5.2).
The US Dollar strengthened with 2 percent against the Euro
during the year resulting in a net foreign currency exchange loss
on the US Dollar denominated external loan, which is borrowed
by a subsidiary using Euro as functional currency. In addition,
the Norwegian Krone strengthened with less than 1 percent
against the Euro in the year, generating a net foreign currency
exchange gain on an intercompany loan balance denominated
in Norwegian Krone.
Interest expenses for the year amounted to MUSD 93.4
(MUSD 88.7) and represented the portion of interest charged
to the income statement. An additional amount of interest
of MUSD 85.7 (MUSD 87.6) associated with the funding of the
Norwegian development projects was capitalised in the year. The
total interest expense for the year increased slightly compared to
the comparative period.
The amortisation of the deferred fi nancing fees for the year
amounted to MUSD 19.7 (MUSD 17.8) and related to the fees
incurred in establishing the reserve-based lending facility and
the fees incurred in establishing the short-term MUSD 500
bridge facility that was temporarily in place from late July 2019
to the end of August 2019 to partly fund the share redemption
transaction. The bridge facility was fully repaid at the end of
August 2019 when the sale of 2.6 percent of Johan Sverdrup
completed. The fees in relation to the reserve-based lending
facility are being expensed over the expected life of that facility.
Loan facility commitment fees for the year amounted to
MUSD 10.9 (MUSD 13.0) and related mainly to the lower margin
for commitment fees as agreed through the amendment of
the facility effective as of 1 June 2018 in combination with a
higher outstanding loan under the reserve-based lending facility
following the share redemption in August 2019 what resulted in
lower commitment fees.
As a result of the successful re-negotiated reserve-based lending
facility during the comparative period, loan modifi cation fees
amounting to MUSD 17.3 were incurred in the comparative
period.
The unwinding of the loan modifi cation gain for the year
amounted to MUSD 41.5 (MUSD 26.1) and related to the
expensing of the accounting gain from the re-negotiated
improved borrowing terms for the reserve-based lending facility
over the period of usage of the facility.
MUSD -1.8 (MUSD -1.3) and related to the share in the result of
the investment in Mintley Caspian Ltd. and are detailed in Note 6.
Tax
The overall tax charge for the year amounted to MUSD 849.0
(MUSD 1,038.5) and is detailed in Note 7.
The current tax charge for the year amounted to MUSD 405.8
(MUSD 90.4) and mainly related to Norway. The current tax
charge for Norway related to both Corporate Tax and Special
Petroleum Tax (SPT). The SPT tax losses were fully utilised
during the fourth quarter of 2019 which resulted in increased
current tax charges. The paid tax installments in Norway during
the year amounted to MUSD 131.7 which has in combination
with the current tax charge for the year resulted in an increase
in current tax liabilities compared to the comparative period.
The deferred tax charge for the year amounted to MUSD 443.2
(MUSD 948.1) and related to Norway. A deferred tax amount
arises primarily where there is a difference in depletion for tax
and accounting purposes.
The Group operates in various countries and fi scal regimes
where corporate income tax rates are different from the
regulations in Sweden. Corporate income tax rates for the
Group vary between 21.4 and 78 percent. The effective tax rate
for the year is affected by items which do not receive a full
tax credit such as the reported net foreign currency exchange
results, Norwegian fi nancial items and by the uplift allowance
applicable in Norway for development expenditures against the
offshore tax regime.
Balance sheet
Non-current assets
Oil and gas properties amounted to MUSD 5,473.2
(MUSD 5,341.1) and are detailed in Note 9.
Development, exploration and appraisal expenditure incurred
for the year was as follows:
Development expenditure
in MUSD
Norway
Development expenditures
2019
672.3
672.3
2018
701.9
701.9
Development expenditure of MUSD 672.3 (MUSD 701.9)
was incurred in Norway during the year, primarily on the
Johan Sverdrup fi eld. In addition an amount of MUSD 85.7
(MUSD 87.6) of interest was capitalised.
Exploration and appraisal expenditure
in MUSD
Norway
Exploration and appraisal expenditure
2019
298.4
298.4
2018
310.6
310.6
Exploration and appraisal expenditure of MUSD 298.4
(MUSD 310.6) was incurred in Norway during the year, primarily
for the exploration and appraisal wells as summarised on page 23.
Share in result of associated company
Share in result of associated company for the year amounted to
Other tangible fi xed assets amounted to MUSD 49.4 (MUSD 13.6)
and are detailed in Note 10. Following the implementation
28
Lundin Petroleum Annual Report 2019
of IFRS 16 with effective date 1 January 2019, the Company
recognised right of use assets that amounted to MUSD 35.9
(MUSD –).
Goodwill associated with the accounting for the Edvard Grieg
transaction during 2016 amounted to MUSD 128.1 (MUSD 128.1)
and is detailed in Note 11.
Financial assets amounted to MUSD 14.3 (MUSD 0.4) and
are detailed in Note 12. The sale of 2.6 percent of Johan
Sverdrup included a contingent consideration based on future
reserve reclassifi cations and is due in 2026. This contingent
consideration was fair valued by the Company and amounted to
MUSD 12.4 (MUSD –).
Derivative instruments amounted to MUSD 2.7 (MUSD 2.7)
and related to the marked-to-market gain on the outstanding
currency hedge contracts due to be settled after twelve months
and are detailed in Note 20.
Current assets
Inventories amounted to MUSD 40.7 (MUSD 36.5) and included
both well supplies and hydrocarbon inventories and are detailed
in Note 13.
Trade and other receivables amounted to MUSD 349.5
(MUSD 216.6) and are detailed in Note 14. Trade receivables,
which are all current, amounted to MUSD 305.1 (MUSD 153.7)
with the increase caused by the start up of production from
Johan Sverdrup. Underlift amounted to MUSD 2.0 (MUSD 1.9)
and was attributable to an underlift position on the producing
fi elds, mainly relating to oil from the Johan Sverdrup fi eld. Joint
operations debtors relating to various joint venture receivables
amounted to MUSD 11.4 (MUSD 17.0). Prepaid expenses
and accrued income amounted to MUSD 23.9 (MUSD 26.9)
and represented mainly prepaid operational and insurance
expenditure. Other current assets amounted to MUSD 7.1
(MUSD 17.1) with the reduction mainly caused by the receipt
during the year of the short-term receivable from IPC relating to
certain working capital balances following the IPC spin-off.
Derivative instruments amounted to MUSD 11.3 (MUSD 34.0) and
related to the marked-to-market gain on the outstanding interest
rate and currency hedge contracts due to be settled within twelve
months and are detailed in Note 20.
Cash and cash equivalents amounted to MUSD 85.3 (MUSD 66.8).
Cash balances are mainly held to meet ongoing operational
funding requirements, see also Note 15.
Non-current liabilities
Financial liabilities amounted to MUSD 3,888.4 (MUSD 3,262.0)
and are detailed in Note 17. Bank loans amounted to
MUSD 4,000.0 (MUSD 3,465.0) and related to the long-term
portion of the outstanding loan under the reserve-based
lending facility with the short-term portion classifi ed as current
liabilities. Capitalised fi nancing fees relating to the establishment
of the facility amounted to MUSD 37.1 (MUSD 54.1) and are being
amortised over the expected life of the facility. The capitalised
loan modifi cation gain relating to the re-negotiated improved
borrowing terms for the lending facility during 2018 amounted
to MUSD 105.6 (MUSD 148.9) and are being amortised over the
expected life of the facility. The lease commitments amounted
to MUSD 31.1 (MUSD –) and related to the long-term portion of
the lease commitments following the implementation of IFRS 16
with effective date 1 January 2019. The short-term portion of the
lease commitments was classifi ed as current liabilities.
Provisions amounted to MUSD 528.1 (MUSD 489.1) and are
detailed in Note 18. The provision for site restoration amounted
to MUSD 522.2 (MUSD 483.9) and related to the long-term
portion of the future decommissioning obligations. The short-
term portion of the future decommissioning obligations was
classifi ed as current liabilities and amounted to MUSD 49.2
(MUSD 6.6). The total increase in site restoration refl ects the
additional liability for the Johan Sverdrup fi eld partly offset by
the sale of 2.6 percent of Johan Sverdrup, and expected increases
in site restoration costs for the other fi elds.
Deferred tax liabilities amounted to MUSD 2,412.7
(MUSD 2,103.8) and are detailed in Note 7. The provision mainly
arises on the excess of book value over the tax value of oil and
gas properties. Deferred tax assets are netted off against deferred
tax liabilities where they relate to the same jurisdiction.
Derivative instruments amounted to MUSD 110.8 (MUSD 64.9)
and related to the marked-to-market loss on outstanding interest
rate and currency hedge contracts due to be settled after twelve
months and are detailed in Note 20.
Current liabilities
Current fi nancial liabilities amounted to MUSD 97.5 (MUSD –)
and are detailed in Note 17. Current fi nancial liabilities related
to the short-term portion of the outstanding bank loans and
lease commitments.
Dividends amounted to MUSD 106.0 (MUSD –) and related to the
cash dividend approved by the AGM held on 29 March 2019 in
Stockholm, which is paid in quarterly installments.
Trade and other payables amounted to MUSD 177.4
(MUSD 200.9) and are detailed in Note 19. Overlift amounted
to MUSD 0.9 (MUSD 1.7) and was attributable to an overlift
position in relation to condensate from the Edvard Grieg fi eld.
Joint operations creditors and accrued expenses amounted to
MUSD 133.6 (MUSD 147.4) and related to activity in Norway.
Other accrued expenses amounted to MUSD 16.6 (MUSD 17.6)
and other current liabilities amounted to MUSD 8.5 (MUSD 7.6).
Derivative instruments amounted to MUSD 33.2 (MUSD 20.0)
and related to the marked-to-market loss on outstanding interest
rate and currency hedge contracts due to be settled within twelve
months and are detailed in Note 20.
Current tax liabilities amounted to MUSD 343.3 (MUSD 70.4) and
related mainly to Norway as detailed in Note 7.
Current provisions amounted to MUSD 55.9 (MUSD 12.5)
and are detailed in Note 18. The short-term portion of the
future decommissioning obligations amounted to MUSD 49.2
(MUSD 6.6) mainly relating to the Brynhild fi eld. The short-term
portion of the provision for Lundin Petroleum’s Unit Bonus Plan
amounted to MUSD 6.7 (MUSD 5.9).
Lundin Petroleum Annual Report 2019
29
DIRECTORS’ REPORT | Share information
Share information
For the number of shares outstanding and the repurchases of
own shares, see Note 16.1.
For the AGM resolution on the authorisation to issue new shares,
see page 39, Corporate Governance Report.
Dividend
In accordance with the dividend policy, the Board of Directors
propose that the Annual General Meeting resolves on a
dividend for 2019 of USD 1.80 per share, corresponding
to USD 511 million (rounded off), to be paid in quarterly
instalments of USD 0.45 per share, corresponding to USD
128 million (rounded off). Before payment, each quarterly
dividend of USD 0.45 per share shall be converted into a SEK
amount, and paid out in SEK, 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 fi nal 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 fi rst dividend payment is expected to be paid around
7 April 2020, with an expected record date of 2 April 2020 and
expected ex-dividend date of 1 April 2020. The second dividend
payment is expected to be paid around 8 July 2020, with an
expected record date of 3 July 2020 and expected ex-dividend
date of 2 July 2020. The third dividend payment is expected
to be paid around 7 October 2020, with an expected record
date of 2 October 2020 and an expected ex-dividend date of
1 October 2020. The fourth dividend payment is expected
to be paid around 8 January 2021, with an expected record
date of 4 January 2021 and an expected ex-dividend date of
30 December 2020.
In order to comply with Swedish company law, a maximum
total SEK amount shall be pre-determined to ensure that the
dividend distributed does not exceed the available distributable
reserves of the Company and such maximum amount for the
2019 dividend has been set to a cap of SEK 9.203 billion (i.e.,
SEK 2.301 billion per quarter). If the total dividend would exceed
the cap of SEK 9.203 billion, the dividend will be automatically
adjusted downwards so that the total dividend corresponds to
the cap of SEK 9.203 billion.
For details of the dividend policy, see page 39.
Proposed disposition of unappropriated earnings
The 2020 Annual General Meeting has an unrestricted equity at
its disposal of MSEK 54,378.0, including the net result for the
year of MSEK 18,885.5.
Based on the proposed dividend, the Board of Directors propose
that the Annual General Meeting dispose of the unrestricted
equity as follows:
MSEK
The Board of Directors proposes that the
shareholders are paid a dividend of USD 1.80 per
share 1
Brought forward
Unrestricted equity
4,969.1
49,408.9
54,378.0
1 The amount is based on the USD to SEK exchange rate published
by Sweden’s central bank (Riksbanken) as at 26 February 2020. The
amount is based on the number of shares in circulation on 26 February
2020 and the total dividend amount may change by the record dates
as a result of repurchases of own shares or as a result of issue of new
shares. The dividend is USD denominated, fl uctuations in the USD to
SEK exchange rate between 26 February 2020 and approval of the divi-
dend proposal by the Annual General Meeting will have an impact on
the total dividend amount reported in SEK. If the dividend proposal is
approved by the Annual General Meeting, the dividend will be recorded
as a liability in USD on the date of the Annual General Meeting and
the SEK equivalent of the USD liability will fl uctuate until the fourth
tranche is converted from USD to SEK.
30
Lundin Petroleum Annual Report 2019
Based on a comprehensive review of the fi nancial position of
the Company and the Group as a whole, as well as the proposed
authorisation to repurchase shares, the Board of Directors is of
the opinion that the proposed dividend is justifi able in view
of the requirements that the nature and scope of, and risks
involved in the Company’s operations, place on the size of the
Company’s and Group’s equity, as well as their consolidation
needs, liquidity and position in other respects. The Board of
Directors considered that there is negative equity at Group
level, however such equity is based on historical accounting
determinations of book value, depreciations and foreign
exchange results, and does not take into account the fair market
value of the assets held by the Group. The Board of Directors’
full statement in accordance with Chapter 18, Section 4 of the
Swedish Companies Act is available on
www.lundin-petroleum.com.
Changes in Board of Directors
At the 2020 AGM, all the current members of the Board of
Directors will be proposed for re-election by the Nomination
Committee.
Financial statements
The result of the Group’s operations and fi nancial position at
the end of the fi nancial year are shown in the income statement,
statement of comprehensive income, balance sheet, statement
of cash fl ow, statement of changes in equity and related notes,
which are presented in US Dollars on pages 58–91.
The Parent Company’s income statement, balance sheet,
statement of cash fl ow, statement of changes in equity and
related notes presented in Swedish Krona can be found on
pages 92–97.
Subsequent events
Subsequent events are detailed in Note 30.
Sustainability Report
Lundin Petroleum has issued a Sustainability Report, which
is separate from the Financial Statements. The Sustainability
Report is available on www.lundin-petroleum.com.
Report on Payments to Government
Lundin Petroleum has issued a Report on Payments to
Government, which is separate from the Financial Statements.
The Report on Payments to Government is available on
www.lundin-petroleum.com.
Lundin Petroleum Annual Report 2019
31
DIRECTORS’ REPORT | Risk management
Risk management
Lundin Petroleum uses a standardised risk
management methodology to perform risk
assessments. This enables the Company to
make informed decisions and to prioritise
control activities and resources to deal
effectively with any potential opportunities
and threats.
i
This summary gives an overview of Lundin Petroleum’s
risk universe, however other risks may also exist or arise.
More information on how Lundin Petroleum works to
address risks related to maintaining a sustainable and
ethical business can be found in the Sustainability
Report.
32
Lundin Petroleum Annual Report 2019
Risk areas
Lundin Petroleum’s primary risks
fall into three areas, which also
include external risks that could
influence the Company’s business
operations or reputation
- Operational risks
- Financial risks
- Strategic risks
Operational risks
Concentration of operations
Organic growth
Risk
All of our production comes from a few assets on the Norwegian
Continental Shelf. This concentration of operations increases
the vulnerability for long-term production shutdowns due to
unexpected events.
Response
Highly skilled and experienced operational teams are employed
throughout the organisation, the facilities are built and
maintained to a high standard and critical spares are held in
inventory. Insurance partially covering the cash fl ow impact
on the Company from a loss of production is subscribed for our
main producing assets, reducing the fi nancial impact of any
unexpected long-term shutdowns.
Delay of development projects
Risk
Oil and gas projects may be curtailed, or delayed because of many
reasons such as safety incidents, changes in installation schedules
or missed targets. This includes the risk of cost overruns and a
delay in production that could affect liquidity.
Response
Lundin Petroleum has a robust project management system in
place and highly competent project management teams that
have a proven track record of safely and successfully delivering
development projects. The large partner operated Johan Sverdrup
Phase 1 project commenced production in October 2019 ahead of
target start-up and below budget. The Solveig tie-back to Edvard
Grieg and Rolvsnes extended well test projects are also progressing
according to plan.
Health, Safety, Environment and Quality
Risk
Operational incidents such as major accidents involving impact
on people and the environment, a signifi cant fi re, process safety,
collisions or well control issues are a signifi cant risk within the
oil and gas industry.
Response
Lundin Petroleum has a strong Health, Safety, Environment
and Quality (HSEQ) management system to reduce the risk
and impact of such incidents, which is subject to incident
investigations and audits. The Company maintains a robust HSEQ
culture throughout the organisation to ensure safety and security
for people and the environment.
Risk
Long-term inability to target and mature unrisked resources
and replace reserves through exploration success, affecting
stakeholder value creation. The Company may not achieve its
strategic objectives of successfully replacing reserves as they are
produced.
Response
Lundin Petroleum cultivates business opportunities in our
existing markets. With a focus on Norway, there is excellent
resource potential supporting our organic growth strategy. The
combination of technical expertise, latest and new subsurface
technology and an entrepreneurial culture allows for the
creation and continued portfolio of attractive exploration
prospects. The Company has good dialogue with Norwegian
authorities to obtain access to acreage.
Resources and reserves
Risk
Uncertainty in estimates of economically recoverable reserves
and inability to bring estimates into resources and reserves.
Response
Resource and reserves evaluations are performed according to
international industry standards and undergo a comprehensive
internal peer review in addition to an annual reserves audit
process by an external independent reserves auditor.
Security / Cyber security
Risk
Security risks are of serious concern in the oil and gas industry
and range from risks to personnel security to potential
cyber intrusion leading to information data loss and system
irregularities.
Response
Security risks are regularly monitored and audited. The risk level
in Norway is assessed as low but high levels of awareness are
nonetheless maintained. Business continuity plans are in place,
networks are built and monitored to prevent and remedy any
external cyber attacks and the Company focuses on preventive
action including continuous training on cyber security.
Lundin Petroleum Annual Report 2019
33
DIRECTORS’ REPORT | Risk management
Liquidity and funding
Risk
Investments and costs overrunning budgets or production
underperformance may lead to the Company being unable to
fund its fi nancial commitments from cash fl ow, debt or equity.
Response
Access to debt capital markets is achieved through a proactive
banking relationship strategy to ensure optimal debt availability.
Access to the equity capital markets is achieved through an active
investor relations strategy. Lundin Petroleum also strives to
maintain a good asset management strategy to ensure continued
asset performance levels to maximise cash fl ow and borrowing
capacity.
Market conditions
Risk
Shareholder value is affected by our inability to meet stakeholder
expectations and create value, either through current business
strategies or due to market conditions. The price of oil has
fl uctuated signifi cantly over the last few years and fundamental
market forces beyond our control will continue to impact oil
prices in the future. Prolonged low oil and gas prices could
erode the profi tability of some of the Company’s development
activities; affect fi nancial earnings, cash fl ow generation and the
overall investment and liquidity position.
Response
Lundin Petroleum mitigates the impact of fl uctuating oil prices
on our fi nancial performance by having robust processes in
place such as the Asset Business Plan (long-term liquidity tests)
and continuously assessing the assets’ debt borrowing capacity
against the banks’ oil price assumption, enabling management
to forecast ahead of time a potential liquidity shortage. Through
regular updates of the Asset Business Plan, the Company stress
tests the business for a prolonged period of lower oil prices.
Financial risks
Asset retirement
Risk
Incorrect fi nancial estimates of future decommissioning costs
for fi elds at the end of the economic life cycle could lead
to a negative fi nancial impact, with an increased liability
from removal and other implications of abandonment and
reclamation.
Response
Decommissioning cost estimates are reviewed on an annual basis
throughout an asset’s life cycle, including in the development
phase, according to the Company’s policy on asset retirement
liability.
Financial reporting
Risk
Delayed or inaccurate fi nancial reporting impacting external
reporting requirements. The Company may face the risk of
regulatory action, fi scal uncertainty, shareholder lawsuits and
loss of investor confi dence.
Response
Lundin Petroleum maintains robust internal controls and
reporting processes to mitigate this risk. Financial reporting is
subject to internal controls, a monthly management reporting
process and is verifi ed by internal and external audits. The
Company has attractive fi scal terms for a full cycle strategy.
Interest and currency
Risk
As a result of the Company carrying debt, a rise in interest
rates carries a risk of affecting the Company’s earnings and free
cash fl ow potential. A foreign exchange risk exists in relation
to market fl uctuations of foreign currencies, given that the
underlying value of the Company’s assets is predominantly USD
denominated whilst certain costs are denominated in other
currencies.
Response
The exposure to interest rate and currency risk is continuously
assessed and monitored. Hedging instruments are used to manage
this risk according to the Company’s Hedging Procedure, which is
also subject to robust internal controls.
34
Lundin Petroleum Annual Report 2019
Strategic risks
Climate change
Risk
The impact on the oil and gas industry due to the effect of
climate change, coupled with the world wide focus on reducing
carbon emissions leads to a focus on energy transition. In
response to negative public opinion of oil and gas companies
banks and investors are increasingly focusing investment on
companies that actively address the impact of climate change.
In addition, stricter climate regulations and emissions policies
could impact the Company, whether directly through costs
to operations and projects, or indirectly through technology
developments.
Response
The Company’s carbon emissions and energy effi ciency are
reviewed on an ongoing basis. The Company is investing
signifi cantly in power from shore for a majority of its operations,
which will signifi cantly reduce the Company’s carbon intensity
per barrel produced to industry leading levels. In combination
with this and as part of our Decarbonisation Strategy, the
Company will replace its net electricity usage from power from
shore, through investments in renewable power generation.
Norway, where all the Company’s operations are based, has
world leading environmental legislation and governance. The
CDP (previously named Carbon Disclosure Project) and our
Sustainability reporting show transparency of the Company’s
performance in relation to climate change commitment.
Ethical business conduct
Risk
Risk of non-compliance with ethical business practices, fraud,
bribery and corruption. Non-compliance could lead to investigations
and litigation and loss of legal or social license to operate.
Response
Lundin Petroleum operates according to the highest level of
ethical standards, ensured through the consistent application
of its Code of Conduct and policies and procedures. Internal
awareness training is conducted to communicate expectations
of ethical business conduct to staff and reference to the Code of
Conduct is integrated into business supplier contracts.
Laws and regulations
Risk
Changes to applicable laws and regulations, or complexity
of legislation, could negatively affect the Company, lead to
investigations, litigation, negative fi nancial impact, reputational
damage and cancellation or modifi cation of contractual rights.
Response
Lundin Petroleum adheres to applicable laws and regulations
and has a robust corporate governance framework in place to
ensure it acts in accordance with good oilfi eld practice and high
standards of corporate citizenship. Lundin Petroleum operates in
Norway, a country with a world-leading regulatory framework
for oil and gas activities.
Legal process in Sweden
Risk
Investigations in Sweden into past operations in Sudan (1997–
2003), and allegations of interference of judicial proceedings, are
a direct risk to the CEO and Chairman and cause reputational
risks for the Company through potential indictment and trial,
fi nancial penalties, negative investor perception leading to
divestments and critical media coverage of the Company and its
directors.
Response
The Company actively defends its interests through the
Swedish legal process and in the public domain, and maintains
transparent and effective engagement with various key
stakeholders to ensure open and informed dialog. More
information on the Swedish legal process can be found on
page 50.
Lundin Petroleum Annual Report 2019
35
DIRECTORS’ REPORT | Corporate Governance Report
Corporate Governance ReportGuiding
principles 22
Guiding principles
Shareholders’ meetings
External auditors of the Company
Nomination Committee
Board of Directors
Board committees
Group management
Policy on Remuneration
Internal control over fi nancial reporting
36
38
39
40
41
44
47
49
55
This Corporate Governance Report has been
prepared in accordance with the Swedish
Companies Act (SFS 2005:551), the Annual
Accounts Act (SFS 1995:1554) and the Swedish
Corporate Governance Code and has been subject
to a review by the Company’s statutory auditor.
Lundin Petroleum reports one deviation from the
Corporate Governance Code in 2019 in respect of
the Nomination Committee as further described on
page 40. There were no infringements of applicable
stock exchange rules during the year, nor any
breaches of good practice on the securities market.
Lundin Petroleum AB (publ), company registration
number 556610-8055, has its corporate head offi ce
at Hovslagargatan 5, 111 48 Stockholm, Sweden
and the registered seat of the Board of Directors
is Stockholm, Sweden. The Company’s website is
www.lundin-petroleum.com.
2020 Annual General Meeting
The 2020 Annual General Meeting (AGM)
will be held on 31 March 2020 at 1 p.m.
in Vinterträdgården at Grand Hôtel, Södra
Blasieholmshamnen 8, in Stockholm. Shareholders
who wish to attend the meeting must be recorded
in the share register maintained by Euroclear
Sweden on 25 March 2020 and must notify the
Company of their intention to attend the AGM no
later than 25 March 2020.
Further information about registration to the AGM,
as well as voting by proxy, can be found in the
notice of the AGM, available on the Company’s
website.
Corporate
governance
Lundin Petroleum’s corporate
governance framework seeks to
ensure that its business is conducted
efficiently and responsibly, that
responsibilities are allocated in a
clear manner and that the interests of
shareholders, management and the
Board of Directors remain fully aligned.
Guiding principles of corporate governance
Since its creation in 2001, Lundin Petroleum has been guided
by general principles of corporate governance, which form an
integral part of Lundin Petroleum’s business model. Lundin
Petroleum’s business is to explore for, develop and produce oil
and gas. 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 benefi t of all stakeholders. To achieve such sustainable 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 fi nancially. Lundin Petroleum’s
principles of corporate governance seek to:
· Protect shareholder rights
· Provide a safe and rewarding working environment to
all employees
· Ensure compliance with applicable laws and best industry
practice
· Ensure activities are carried out competently and sustainably
· Sustain the well-being of local communities in areas
of operation
As a Swedish public limited company listed on Nasdaq
Stockholm, Lundin Petroleum is subject to the Rule Book
for Issuers of Nasdaq Stockholm, which can be found on
www.nasdaqomxnordic.com. In addition, the Company abides
by principles of corporate governance found in a number
of internal and external documents. Abiding to corporate
governance principles builds trust in Lundin Petroleum, which
results in increased shareholder value. By ensuring the business
is conducted in a responsible manner, the corporate governance
structure ultimately paves the way to increased effi ciency.
36
Lundin Petroleum Annual Report 2019
“ Our corporate governance
structure ensures safe, responsible
and efficient operations throughout
the organisation and is fundamental
to achieving our ambition of being
one of the most sustainable oil and
gas companies in the world and
being part of the solution towards a
lower carbon society.
Ian H. Lundin
Chairman of the Board
Lundin Petroleum – governance structure
External
audit
Shareholders’ meeting
Nomination
Committee
Board of Directors
Audit
Committee
Compensation
Committee
ESG/H&S
Committee
Internal
audit
CEO and Group management
Independent
qualified
reserves auditor
Main external rules and regulations for
corporate governance at Lundin Petroleum
Main internal rules and regulations for corporate
governance at Lundin Petroleum
· Swedish Companies Act
· Swedish Annual Accounts Act
· Nasdaq Stockholm Rule Book for Issuers
· Swedish Corporate Governance Code
· The Articles of Association
· The Code of Conduct
· Policies, Procedures and Guidelines
· The HSEQ Leadership Charter
· The Rules of Procedure of the Board,
instructions to the CEO and for the financial
reporting to the Board and the terms of
reference of the Board Committees and the
Investment Committee
· Code of Internal Audit Activity
· Nomination Committee process
Highlights 2019
Commissioning and start-
up of the Johan Sverdrup
development project
safely, ahead of time and
below budget.
The 2019 AGM resolved
to declare an increased
cash dividend of USD
1.48 per share to be paid
in quarterly instalments.
EGM approval of transactions
with Equinor resulting in the
redemption of 16 percent
of the outstanding shares
of Lundin Petroleum and a
sale of a 2.6 percent stake in
the Johan Sverdrup unit for
a cash consideration, both
transactions completed in
August 2019.
Development of a Decarbonisation
Strategy targeting carbon
neutrality in our operations
by 2030, including acquiring
a stake in the Leikanger
hydropower project and
discussing an investment in the
Metsälamminkangas windfarm to
replace part of Lundin Petroleum’s
net electricity usage.
Lundin Petroleum Annual Report 2019
37
DIRECTORS’ REPORT | Corporate Governance Report
Corporate governance rules and regulations
Swedish Corporate Governance Code
The Corporate Governance Code is based on the tradition of
self- regulation and the principle of “comply or explain”. It acts
as a complement to the corporate governance rules contained in
the Swedish Companies Act, the Annual Accounts Act, EU rules
and other regulations such as the Rule Book for Issuers and good
practice on the securities market. The Corporate Governance
Code can be found on www.bolagsstyrning.se. A revised version
of the Corporate Governance Code applies as of 1 January 2020.
Lundin Petroleum’s Articles of Association
The Articles of Association contain customary provisions
regarding the Company’s governance and do not contain any
limitations as to how many votes each shareholder may cast at
shareholders’ meetings, nor any special provisions regarding the
appointment and dismissal of Board members or amendments
to the Articles of Association. The Articles of Association are
available on the Company’s website.
Lundin Petroleum’s Code of Conduct
Lundin Petroleum’s Code of Conduct is a set of principles
formulated by the Board to give overall guidance to employees,
contractors and partners on how the Company is to conduct
its activities in an economically, socially and environmentally
responsible way, for the benefi t of all stakeholders, including
shareholders, employees, business partners, host and home
governments and local communities. The Company applies the
same standards to all of its activities to satisfy both its commercial
and ethical requirements and strives to continuously improve its
performance and to act in accordance with good oilfi eld practice
and high standards of corporate citizenship. The Code of Conduct
is an integral part of the Company’s contracting procedures
and any violations of the Code of Conduct will be the subject
of an inquiry and appropriate remedial measures. In addition,
performance under the Code of Conduct, sustainability and
corporate responsibility (CR) is regularly reported to the Board. The
Code of Conduct is available on the Company’s website.
Lundin Petroleum’s policies, procedures, guidelines and
HSEQ Leadership Charter
Corporate policies, procedures and guidelines have been
developed to outline specifi c rules and controls, to increase
effi ciency and improve performance by facilitating compliance.
They cover areas such as Operations, Accounting and Finance,
Health and Safety, Environment and Quality (HSEQ), Anti-
Corruption, Human Rights, Stakeholder Relations, Legal,
Information Systems, Insurance & Risk Management, Human
Resources, Inside Information and Corporate Communications.
All policies, procedures and guidelines are continuously
reviewed and updated as and when required and have been
integrated into local management systems. During 2019, an
updated Corporate Authorisation Policy and Corporate Dawn
Raid Procedure were approved, as well as a new Corporate
Security Policy and Corporate Hedging Procedure.
Lundin Petroleum’s Corporate HSEQ Leadership Charter, sets out
the governance framework as well as operational governance for
managing the business in accordance with the highest standards.
The Charter sets out four core foundation themes: leadership,
risk and opportunity management, continuous improvement
and implementation and is applicable across the organisation. It
further details how these themes are to be operationalised.
CR and HSEQ related policies are available on the Company’s
website.
Lundin Petroleum’s Rules of Procedure of the Board
The Rules of Procedure of the Board contain the fundamental
rules regarding the division of duties between the Board, the
Committees, the Chairman of the Board and the Chief Executive
Offi cer (CEO). The Rules of Procedure also include instructions
to the CEO, instructions for the fi nancial reporting to the Board
and the terms of reference of the Board Committees and the
Investment Committee. The Rules of Procedure are reviewed and
approved annually by the Board.
Share capital and shareholders
The shares of Lundin Petroleum are listed on Nasdaq Stockholm.
The total number of shares has been reduced from 340,386,445
to 285,924,614 as a result of the redemption of 16 percent of
the outstanding shares of the Company. The share redemption
was part of transactions agreed with Equinor, including also a
sale of a 2.6 percent interest in the Johan Sverdrup unit, that
were approved by the Extraordinary General Meeting (EGM) held
on 31 July 2019. The share redemption and sale of the Johan
Sverdrup unit interest were both completed in August 2019.
Each share has a quota value of SEK 0.01 (rounded-off) and
the registered share capital of the Company is SEK 3,478,713
(rounded-off). All shares of the Company carry the same voting
rights and the same rights to a share of the Company’s assets
and earnings. The Board has been authorised by previous
Annual General Meetings (AGMs) to decide upon repurchases
and sales of the Company’s own shares as an instrument to
optimise the Company’s capital structure and to secure the
Company’s obligations under its incentive plans. During 2019,
the Company did not purchase any own shares and held as per
31 December 2019 1,873,310 own shares in total.
Lundin Petroleum had at the end of 2019 a total of 33,113
shareholders listed with Euroclear Sweden, which represents an
increase of 4,312 compared to the end of 2018, i.e. an increase
of approximately 15 percent. Shares in free fl oat amounted to
approximately 67 percent and exclude shares held by an entity
associated with the Lundin family.
The 10 largest shareholders
as at 31 December 2019
Number
of shares
Percent
(rounded)
Nemesia1
Equinor
Vanguard
BlackRock
Miura
USS Investment Management
JP Morgan Asset Management
Norges Bank
State Street Global Advisors
Nordea Funds
Other shareholders
Total
95,478,606
13,955,845
6,252,395
5,231,599
4,575,000
4,550,000
4,283,142
3,810,979
3,679,146
3,506,103
33.39
4.88
2.19
1.83
1.60
1.59
1.50
1.33
1.29
1.23
140,601,799
285,924,614
49.17
100.00
1 An investment company wholly owned by Lundin family trusts.
Source: Q4 Inc.
Shareholders’ meetings
The shareholders’ meeting is the highest decision-making body
of Lundin Petroleum where the shareholders exercise their
voting rights and infl uence the business of the Company. The
AGM is held each year before the end of June at the seat of the
Board in Stockholm. The notice of the AGM is announced in
the Swedish Gazette (Post- och Inrikes Tidningar) and on the
38
Lundin Petroleum Annual Report 2019
Dividend Policy
Lundin Petroleum’s objective is to create attractive
shareholder returns by investing through the business
cycle with capital investments allocated to exploration,
development and production assets. The Company’s
expectation is to create shareholder returns both
through share price appreciation and by distributing
a sustainable yearly dividend - paid in quarterly
instalments and denominated in USD - with the plan of
maintaining or increasing the dividend over time in line
with the Company’s fi nancial performance and being
sustainable below an oil price of USD 50 per barrel. The
dividend shall be sustainable in the context of allowing
the Company to continue to pursue its organic growth
strategy and to develop its contingent resources whilst
maintaining a conservative gearing ratio and retaining
an appropriate liquidity position within its available
credit lines.
Company’s website no more than six and no less than four
weeks prior to the meeting. The documentation for the AGM is
provided on the Company’s website in Swedish and in English
at the latest three weeks prior to the AGM and all proceedings
are simultaneously translated from Swedish to English and from
English to Swedish.
2019 AGM
The 2019 AGM was held on 29 March 2019 at Grand Hôtel
in Stockholm. The AGM was attended by 481 shareholders,
personally or by proxy, representing 76.16 percent of the
share capital. The Chairman of the Board, all Board members
including the CEO were present, as well as the Company’s
auditor and the majority of the members of the Nomination
Committee for the 2019 AGM. The members of the Nomination
Committee for the 2019 AGM were Hans Ek (SEB Investment
Management AB), Filippa Gerstädt (Nordea Funds), and Ian H.
Lundin (Nemesia S.à.r.l., as well as non-executive Chairman of
the Board of Lundin Petroleum).2
The resolutions passed by the 2019 AGM include:
· Election of advokat Klaes Edhall as Chairman of the AGM.
· Adoption of the Company’s income statement and balance
sheet and the consolidated income statement and balance
sheet for 2018 and resolving to declare a dividend of USD 1.48
per share to be paid out in four quarterly instalments with
record dates of 2 April 2019, 3 July 2019, 2 October 2019 and
3 January 2020. Before payment, each quarterly dividend of
USD 0.37 per share were to 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).
· Discharge of the Board and the CEO from liability for the
administration of the Company’s business for 2018.
· Approval of the remuneration of SEK 1,150,000 to the
Chairman of the Board and SEK 550,000 to other Board
members, except for the CEO, and SEK 180,000 to each
Committee Chair and SEK 130,000 to other Committee
members with the total fees for Committee work, including
fees for the Committee Chairs not to exceed SEK 1,710,000.
2 Åsa Nisell was a member of the Nomination Committee until 9 January
2019 but stepped down as a result of Swedbank Robur Fonder no longer
being a larger shareholder of the Company.
· Re-election of Peggy Bruzelius, C. Ashley Heppenstall, Ian H.
Lundin, Lukas H. Lundin, Grace Reksten Skaugen, Torstein
Sanness, Alex Schneiter, Jakob Thomasen and Cecilia Vieweg
as Board members.
· Re-election of Ian H. Lundin as Chairman of the Board.
· Approval of the remuneration of the statutory auditor.
· Re-election of the registered accounting fi rm
PricewaterhouseCoopers AB as the Company’s statutory
auditor until the 2020 AGM, authorised public accountant
Johan Rippe being the designated auditor in charge.
· Approval of the Company’s 2019 Policy on Remuneration for
Group management.
· Approval of a long-term incentive plan (LTIP) 2019 for
members of Group management and a number of key
employees.
· Authorisation for the Board to issue new shares and/or
convertible debentures corresponding to in total not more
than 34 million new shares, with or without the application of
the shareholders pre-emption rights.
· Authorisation for the Board to decide on repurchases and sales
of the Company’s own shares on Nasdaq Stockholm, where the
number of shares held in treasury from time to time shall not
exceed ten percent of all outstanding shares of the Company.
· Rejection of four shareholder proposals, which were put to the
meeting by a minority shareholder.
An electronic system with voting devices was used and the
minutes of the 2019 AGM and all AGM materials, in Swedish
and English, are available on the Company’s website, together
with the CEO’s address to the AGM.
2019 EGM
An Extraordinary General Meeting (EGM) was held on 31 July
2019 in Stockholm in respect of proposals to, among other
things, redeem 16 percent of the outstanding shares of Lundin
Petroleum and to sell a 2.6 percent stake in the Johan Sverdrup
unit for a cash consideration. The EGM was attended by 807
shareholders, personally or by proxy, representing 66.85 percent
of the share capital. The EGM resolved, in accordance with the
proposals:
· To approve the agreement entered into between Lundin
Petroleum and SpareBank 1 Markets AS regarding a share
swap transaction in relation to 54,461,831 shares in Lundin
Petroleum.
· To reduce the share capital by not more than SEK 556,594.14.
The reduction of the share capital was to be effected with
the retirement of not more than 54,461,831 shares held by
SpareBank 1 Markets AS on the date of the implementation of
the resolution.
· To increase the share capital by SEK 556,594.14 through a
transfer from unrestricted equity (a so-called bonus issue)
without issuing any new shares.
· To approve the sale by Lundin Norway AS of 2.6 percent of the
Johan Sverdrup unit to Equinor Energy AS.
The Chairman of the Board and the CEO attended the EGM and
a quorum of Board members was present. An electronic system
with voting devices was used and the minutes of the 2019 EGM
and all EGM materials, in Swedish and English, are available on
the Company’s website.
External auditors of the Company
Statutory auditor
Lundin Petroleum’s statutory auditor audits annually the
Company’s fi nancial statements, the consolidated fi nancial
statements, the Board’s and the CEO’s administration of the
Lundin Petroleum Annual Report 2019
39
DIRECTORS’ REPORT | Corporate Governance Report
Company’s affairs and reports on the Corporate Governance
Report. The auditor also reviews the Sustainability Report to
confi rm that it contains the required information. In addition,
the auditor performs a review of the Company’s half year report
and issues a statement regarding the Company’s compliance
with the Policy on Remuneration approved by the AGM. The
Board meets at least once a year with the auditor without any
member of Group management present at the meeting. In
addition, the auditor participates regularly in Audit Committee
meetings, in particular in connection with the Company’s half
year and year end reports. Group entities outside of Sweden are
audited in accordance with local rules and regulations.
The Company’s external auditor is the registered accounting
fi rm PricewaterhouseCoopers AB, which was fi rst elected as
the Company’s statutory auditor in 2001. The auditor’s fees
are described in the notes to the fi nancial statements, see Note
29 on page 91 and Note 7 on page 96. The auditor’s fees also
detail payments made for assignments outside the regular audit
mandate. Such assignments are kept to a minimum to ensure
the auditor’s independence towards the Company and require
prior approval of the Company’s Audit Committee.
Independent qualifi ed reserves auditor
Lundin Petroleum’s independent qualifi ed reserves auditor
certifi es annually the Company’s oil and gas reserves and
certain contingent resources, i.e. the Company’s core assets,
although such assets are not included in the Company’s balance
sheet. The current auditor is ERC Equipoise Ltd. For further
information regarding the Company’s reserves and resources,
see the Operations Review on pages 8–15.
Nomination Committee
The Nomination Committee is formed in accordance with
the Company’s Nomination Committee Process approved at
the 2014 AGM. According to the Process, the Company shall
invite four of the larger shareholders of the Company based on
shareholdings as per 1 August each year to form the Nomination
Committee, however, the members are, regardless of how
they are appointed, required to promote the interests of all
shareholders of the Company.
The tasks of the Nomination Committee include making
recommendations to the AGM regarding the election of the
Chairman of the AGM, election of Board members and the
Chairman of the Board, remuneration of the Chairman and
other Board members, including remuneration for Board
Committee work, election of the statutory auditor and
remuneration of the statutory auditor. Shareholders may
submit proposals to the Nomination Committee by e-mail to
nomcom@lundin-petroleum.com.
Nomination Committee for the 2020 AGM
Nomination Committee for the 2020 AGM
The members of the Nomination Committee for the 2020
AGM were announced and posted on the Company’s website
on 16 October 2019. Announcing the Nomination Committee
on 16 October 2019 constitutes a deviation from rule 2.5 of
the Corporate Governance Code as the date of announcement
was less than six months before the 2020 AGM. The deviation
was considered justifi ed as one of the prospective members of
the Nomination Committee withdrew from the Nomination
Committee at a very late stage. As a result, the Company
had to postpone the announcement and constitution of the
Nomination Committee until a Nomination Committee with at
least three members could be formed.
The Nomination Committee has held four meetings during
its mandate so far. At the fi rst meeting, Aksel Azrac was
unanimously elected as Chairman of the Nomination
Committee. To prepare the Nomination Committee for its tasks
and duties and to familiarise the members with the Company,
the Chairman of the Board, Ian H. Lundin, commented at the
meetings on the Company’s business operations and future
outlook, as well as on the oil and gas industry in general.
Summary of the Nomination Committee’s work during their
mandate:
· Considering the recommendation received through the
Company’s Audit Committee regarding the election of
statutory auditor at the 2020 AGM.
· Considering Board and statutory auditor remuneration issues
and proposals to the 2020 AGM.
· Considering a proposal to appoint an external independent
Chairman for the 2020 AGM.
· Considering amendments to the Nomination Committee
Process.
· Considering the size and composition of the Board in light of
the diversity recommendations in the Corporate Governance
Code, including gender balance, age, educational and
professional backgrounds and the proposed Board members’
individual and collective qualifi cations, experiences and
capabilities in respect of the Company’s current position and
expected development.
· Considering the results of the annual assessment of the Board
and the functioning of its work.
· Members of the Nomination Committee met and had
discussions with current Board members C. Ashley Heppenstall,
Grace Reksten Skaugen, Alex Schneiter, Jakob Thomasen and
Cecilia Vieweg to discuss the work and functioning of the Board.
The full Nomination Committee report, including the fi nal
proposals to the 2020 AGM, is available on the Company’s website.
Member
Representing
Aksel Azrac
Nemesia S.à.r.l
Filippa Gerstädt Nordea Funds
Ian H. Lundin
Chairman of the Board
of Lundin Petroleum
Meeting
attendance
Shares
represented
as at 1 Aug 2019
Shares
represented as
at 31 Dec 2019
Independent of the
Company and Group
management
Independent of the
Company’s major
shareholders
4/4
4/4
4/4
28.1%
0.7%
N/a2
33.4%
1.2%
N/a2
Yes
Yes
Yes
No1
Yes
No2
1 Nemesia S.à.r.l holds 33.4 percent of the shares in Lundin Petroleum.
2 For details, see schedule on pages 42–43.
Total 28.7%
(rounded)
Total 34.6%
40
Lundin Petroleum Annual Report 2019
Board of Directors
The Board of Directors of Lundin Petroleum is responsible for the
organisation of the Company and management of the
Company’s operations. The Board is to manage the Company’s
affairs in the interests of the Company and all shareholders with
the aim of creating long-term sustainable shareholder value. To
achieve this, the Board should at all times have an appropriate
and diverse composition considering the current and expected
development of the operations, with Board members from a
wide range of backgrounds that possess both individually and
collectively the necessary experience and expertise.
Composition of the Board
The Board of Lundin Petroleum shall, according to the Articles of
Association, consist of a minimum of three and a maximum of ten
directors with a maximum of three deputies, and the AGM decides
the fi nal number each year. The Board members are elected for a
period of one year. There are no deputy members and no members
appointed by employee organisations. In addition, the Board is
supported by a corporate secretary, the Company’s Vice President
Legal Henrika Frykman, who is not a Board member.
The Nomination Committee for the 2019 AGM considered that
a Board size of nine members would be appropriate and that
the Board size should not be increased taking into account the
nature, size, complexity and geographical scope of the Company’s
business. The Nomination Committee considered that the
Board as proposed and elected by the 2019 AGM is a broad and
versatile group of knowledgeable and skilled individuals who are
motivated and prepared to undertake the tasks required of the
Board in today’s challenging international business environment.
The Board members possess substantial expertise and experience
relating to the oil and gas industry internationally and specifi cally
Norway, being Lundin Petroleum’s core area of operation, public
company fi nancial matters, Swedish practice and compliance
matters and CR/HSEQ matters. The Nomination Committee
considered that the proposed Board fulfi lled the requirements
regarding independence in relation to the Company, Group
management and the Company’s major shareholders.
Gender balance was specifi cally discussed and the Nomination
Committee noted that 33 percent of the proposed Board members
were women. The Company aims to promote diversity at all levels
of the Company, and the Nomination Committee applies the
diversity requirements of the Corporate Governance Code. The
recommendation of the Swedish Corporate Governance Board
is that larger listed Swedish companies should strive to achieve
35 percent female Board representation by 2018, which had
been achieved by the Company during 2015–2018. Whilst the
percentage of women on the proposed Board was slightly below
the recommendation, the Nomination Committee considered that
the experience of the Board members outweighed such shortfall.
The Nomination Committee supports the ambition of the Swedish
Corporate Governance Board regarding levels and timing of
achieving gender balance and believes that it is important to
continue to strive for gender balance when future changes in
the composition of the Board are considered. The Nomination
Committee reviewed the fee levels for the Board and noted that
the Company’s Board fees were below the median in Sweden and
therefore considered that it was reasonable to propose to increase
the Board fees to align them closer to market practice.
Board meetings and work in 2019
The Chairman of the Board, Ian H. Lundin, is responsible for
ensuring that the Board’s work is well organised and conducted
in an effi cient manner. He upholds the reporting instructions for
management, as drawn up by the CEO and as approved by the
Board, however, he does not take part in the day-to-day decision-
making concerning the operations of the Company. The Chairman
maintains close contacts with the CEO to ensure the Board is at
all times suffi ciently informed of the Company’s operations and
fi nancial status.
To continue developing the Board’s knowledge of the Company
and its operations, generally at least one Board meeting per year
is held in an operational location and is combined with visits to
the operations, industry partners and other business interests.
In October 2019, an executive session with Group management
was held in connection with the Board meeting, and Group
management also attended Board meetings during the year to
present and report on specifi c questions. A monthly operational
report was further circulated to the Board, as well as a quarterly
CR/HSEQ report.
Principal tasks of the Board of Directors
· Establishing the overall goals and strategy of the
Company.
· Making decisions regarding the supply of capital.
· Identifying how the Company’s risks and business
opportunities are affected by sustainability.
· Appointing, evaluating and, if necessary, dismissing the
CEO.
· Ensuring that there is an effective system for follow-up
and control of the Company’s operations and the risks to
the Company that are associated with its operations.
· Ensuring that there is a satisfactory process for
monitoring the Company’s compliance with laws and
other regulations relevant to the Company’s operations,
as well as the application of internal guidelines.
· Defi ning necessary guidelines to govern the Company’s
conduct in society, with the aim of ensuring its long-
term value creation capability.
· Ensuring that the Company’s external communications
are characterised by openness, and that they are
accurate, reliable and relevant.
· Ensuring that the Company’s organisation in respect of
accounting, management of funds and the Company’s
fi nancial position in general include satisfactory systems
of internal control.
· Continuously evaluating the Company’s and the Group’s
economic situation, including its fi scal position.
Lundin Petroleum Annual Report 2019
41
DIRECTORS’ REPORT | Corporate Governance Report
Board of Directors:
Ian H. Lundin
Alex Schneiter
Peggy Bruzelius
C. Ashley Heppenstall
Chairman (since 2002)
Elected 2001
Born 1960
Compensation Committee
member
President & Chief Executive
Officer, Director
Elected 2016
Born 1962
Director
Elected 2013
Born 1949
Audit Committee chair
Director
Elected 2001
Born 1962
Audit Committee member
B.Sc. Petroleum
Engineering from the
University of Tulsa.
M.Sc. Geophysics and
degree in Geology from the
University of Geneva.
M.Sc. Economics and
Business from the
Stockholm School of
Economics.
B.Sc. Mathematics from the
University of Durham.
Function
Education
Experience
CEO of International
Petroleum Corp. 1989–
1998.
CEO of Lundin Oil AB
1998–2001.
CEO of Lundin Petroleum
2001–2002.
Various positions within
Lundin related companies
since 1993.
COO of Lundin Petroleum
2001–2015.
CEO of Lundin Petroleum
since 2015.
Managing Director of ABB
Financial Services AB
1991–1997.
Head of the asset
management division of
Skandinaviska Enskilda
Banken AB 1997–1998.
Various positions within
Lundin related companies
since 1993.
CFO of Lundin Oil AB
1998–2001.
CFO of Lundin Petroleum
2001–2002.
CEO of Lundin Petroleum
2002–2015.
Chairman of the board
of Africa Energy Corp.
and Josemaria Resources
Inc. and member of the
board of Lundin Gold Inc.,
Filo Mining Corp. and
International Petroleum
Corp.
Chair of the board of
Lancelot Asset
Management
AB and member of the
board of Skandia Liv.
8,000
12/13
6/6
–
–
Nil4
13/13
6/6
–
–
SEK 716,667
SEK 665,000
Nil
Yes
Yes
Nil
No4
No4
Other board duties
Member of the board of
Etrion Corporation and
member of the advisory
board of Adolf H. Lundin
Charity Foundation
(AHLCF).
Shares as at
31 December 2019
Attendance
Board
Audit Committee
Compensation Committee
ESG/H&S Committee
Remuneration1
Board and Committee
work
Special assignments
outside the directorship
Independent of the
Company and Group
management
Independent of major
shareholders
Nil2
12/13
–
4/4
–
SEK 1,256,667
SEK 1,000,000
Yes
No2
–
335,690
11/13
–
–
–
Nil
Nil
No3
Yes
1 See also Note 27 on pages 87–88.
2 Ian H. Lundin is in the Nomination Committee’s and the Company’s opinion not deemed independent of the Company’s major shareholder as Ian H. Lundin is a
member of the Lundin family that holds, through family trusts, Nemesia S.à.r.l., which holds 95,478,606 shares in the Company.
3 Alex Schneiter is in the Nomination Committee’s and the Company’s opinion not deemed independent of the Company and Group management since he is the
President and CEO of Lundin Petroleum.
42
Lundin Petroleum Annual Report 2019Board of Directors:
Ian H. Lundin
Alex Schneiter
Peggy Bruzelius
C. Ashley Heppenstall
Lukas H. Lundin
Grace Reksten Skaugen
Torstein Sanness
Jakob Thomasen
Cecilia Vieweg
Function
Chairman (since 2002)
President & Chief Executive
Director
Officer, Director
Elected 2016
Elected 2013
Born 1949
Director
Elected 2001
Born 1962
Compensation Committee
Born 1962
Audit Committee chair
Audit Committee member
Elected 2001
Born 1960
member
Education
B.Sc. Petroleum
Engineering from the
University of Tulsa.
M.Sc. Geophysics and
M.Sc. Economics and
B.Sc. Mathematics from the
degree in Geology from the
Business from the
University of Durham.
University of Geneva.
Stockholm School of
Economics.
Experience
CEO of International
Various positions within
Managing Director of ABB
Various positions within
Petroleum Corp. 1989–
Lundin related companies
Financial Services AB
Lundin related companies
1998.
since 1993.
1991–1997.
since 1993.
CEO of Lundin Oil AB
COO of Lundin Petroleum
Head of the asset
CFO of Lundin Oil AB
1998–2001.
2001–2015.
management division of
1998–2001.
CEO of Lundin Petroleum
CEO of Lundin Petroleum
Skandinaviska Enskilda
CFO of Lundin Petroleum
2001–2002.
since 2015.
Banken AB 1997–1998.
2001–2002.
Other board duties
Member of the board of
Etrion Corporation and
member of the advisory
board of Adolf H. Lundin
Charity Foundation
(AHLCF).
Shares as at
31 December 2019
Attendance
Board
Audit Committee
Compensation Committee
ESG/H&S Committee
Remuneration1
Board and Committee
work
Special assignments
outside the directorship
Independent of the
Company and Group
management
Independent of major
shareholders
Nil2
12/13
–
4/4
–
Yes
No2
SEK 1,256,667
SEK 1,000,000
–
335,690
11/13
–
–
–
Nil
Nil
No3
Yes
CEO of Lundin Petroleum
2002–2015.
Chair of the board of
Lancelot Asset
Management
Chairman of the board
of Africa Energy Corp.
and Josemaria Resources
AB and member of the
Inc. and member of the
board of Skandia Liv.
board of Lundin Gold Inc.,
Filo Mining Corp. and
International Petroleum
Corp.
8,000
12/13
6/6
–
–
Nil
Yes
Yes
Nil4
13/13
6/6
–
–
Nil
No4
No4
Director
Elected 2001
Born 1958
Graduate (engineering)
from the New Mexico
Institute of Mining and
Technology.
Various key positions
within companies where
the Lundin family has a
major shareholding.
Director
Elected 2015
Born 1953
ESG/H&S Committee chair
Compensation Committee
member
MBA from the BI Norwegian
School of Management,
Ph.D. Laser Physics and
B.Sc. Honours Physics from
Imperial College of Science
and Technology at the
University of London.
Former Director of
Corporate Finance with SEB
Enskilda Securities in Oslo.
Board member/deputy chair
of Statoil ASA 2002–2015.
Member of HSBC European
Senior Advisory Council.
Chairman of the board
of Lundin Mining Corp.,
Lucara Diamond Corp.,
Lundin Gold Inc., Filo
Mining Corp., International
Petroleum Corp, Lundin
Foundation and Bukowski
Auktioner AB and member
of the board of Josemaria
Resources Inc.
Deputy chair of the board
of Orkla ASA and member
of the board of Investor AB
and Euronav NV, founder
and board member of the
Norwegian Institute of
Directors, and trustee and
council member of the
International Institute for
Strategic Studies in London.
Director
Elected 2018
Born 1947
ESG/H&S Committee
member
M.Sc. Engineering in
geology, geophysics and
mining engineering from
the Norwegian Institute of
Technology in Trondheim.
Various positions in Saga
Petroleum 1972–2000.
Managing Director of Det
Norske Oljeselskap AS
2000–2004.
Managing Director of
Lundin Norway AS
2004–2015.
Chairman of the board
of Magnora ASA, deputy
chairman of Panoro Energy
ASA and member of the
board of International
Petroleum Corp. and TGS
Nopec ASA.
Director
Elected 2017
Born 1962
Audit Committee member
ESG/H&S Committee
member
Graduate of the University
of Copenhagen, Denmark,
M.Sc. in Geoscience and
completed the Advanced
Strategic Management
programme at IMD,
Switzerland.
Former CEO of Maersk
Oil and a member of the
Executive Board of the
Maersk Group 2009–2016.
Chairman of the DHI
Group, ESVAGT, RelyOn
Nutec (Global) and
Hovedstadens Letbane.
425,0005
11/13
–
–
–
5,000
12/13
–
4/4
2/2
93,310
13/13
–
–
2/2
8,820
13/13
6/6
–
2/2
Director
Elected 2013
Born 1955
Compensation Committee
chair
L.L.M. from the University
of Lund.
General Counsel and
member of the Executive
Management of AB
Electrolux 1999–2017.
Senior positions in AB
Volvo Group 1990–1998.
Lawyer in private practice.
Member of the Swedish
Securities Council
2006–2016.
–
5,000
13/13
–
4/4
–
SEK 716,667
SEK 665,000
SEK 541,667
SEK 840,000
SEK 665,000
SEK 788,333
SEK 716,667
Nil
Yes
No5
Nil
Yes
Yes
Nil
No6
Yes
Nil
Yes
Yes
Nil
Yes
Yes
4 C. Ashley Heppenstall holds 1,542,618 shares in Lundin Petroleum AB through an investment company, Rojafi. C. Ashley Heppenstall is in the Nomination
Committee’s and the Company’s opinion not deemed independent of the Company and Group management since he was the President and CEO of Lundin
Petroleum until 2015, and not of the Company’s major shareholders since he is a director of several companies in which entities associated with the Lundin family
are major shareholders.
5 Lukas H. Lundin is in the Nomination Committee’s and the Company’s opinion not deemed independent of the Company’s major shareholder as Lukas H. Lundin is
a member of the Lundin family that holds, through family trusts, Nemesia S.à.r.l., which holds 95,478,606 shares in the Company.
6 Torstein Sanness is in the Nomination Committee’s and the Company’s opinion not deemed independent of the Company and Group management since he was the
Managing Director of Lundin Norway AS, a subsidiary of the Company, until 2015.
43
Lundin Petroleum Annual Report 2019DIRECTORS’ REPORT | Corporate Governance Report
Board committees
To maximise the effi ciency of the Board’s work and to ensure a
thorough review of specifi c issues, the Board has established a
Compensation Committee, an Audit Committee and an ESG/H&S
Committee. The tasks and responsibilities of the Committees are
detailed in the terms of reference of each Committee, which are
annually adopted as part of the Rules of Procedure of the Board.
Minutes are kept at Committee meetings and matters discussed
are reported to the Board. In addition, informal contacts take
place between ordinary meetings as and when required by the
operations.
Compensation Committee
The Compensation Committee assists the Board in Group
management remuneration matters and receives information
and prepares the Board’s and the AGM’s decisions on matters
relating to the principles of remuneration, remunerations
and other terms of employment of Group management. The
objective of the Committee in determining compensation for
Group management is to provide a compensation package
that is based on market conditions, is competitive and takes
into account the scope and responsibilities associated with the
position, as well as the skills, experience and performance of
the individual. The Committee’s tasks also include monitoring
and evaluating programmes for variable remuneration, the
application of the Policy on Remuneration as well as the current
remuneration structures and levels in the Company. The
Compensation Committee may request advice and assistance of
external reward consultants. For further information regarding
Group remuneration matters, see the remuneration section of
this report on pages 47–54.
Compensation Committee work during 2019:
· Ongoing review of the Performance Management Process
through various work sessions across the year.
· Discussions and recommendations to the Board in
remuneration matters.
· Reviewed the changes in Swedish legislation as a result of the
European Union Shareholder Rights Directive II and how these
changes will impact the Swedish Corporate Governance Code.
In considering the impacts of the changed requirements, the
Committee has overseen the development of an updated Policy
on Remuneration and continue to work on a Remuneration
Report.
· Review of the performance of the CEO and Group
management as per the Performance Management Process.
· Preparing a report regarding the Board’s evaluation of
remuneration in 2018.
· Continuous monitoring and evaluation of remuneration
structures, levels, programmes and the Policy on
Remuneration.
· Review and approval of the CEO’s proposals for the principles
of compensation of other employees.
· Review and approval of the CEO’s proposals for 2019 LTIP
awards.
· Undertaking a remuneration benchmark study and various
contacts and ongoing reviews in relation thereto during year.
· Frequent contacts, ongoing dialogue and decisions by email
outside of formal meetings to provide oversight and approvals
for remuneration issues as presented by Group management.
· Review of the Group management succession plan.
Audit Committee
The Audit Committee assists the Board in ensuring that the
Company’s fi nancial reports are prepared in accordance with
International Financial Reporting Standards (IFRS), the Swedish
Annual Accounts Act and accounting practices applicable
to a company incorporated in Sweden and listed on Nasdaq
Stockholm. The Audit Committee supervises the Company’s
fi nancial reporting and gives recommendations and proposals
to ensure the reliability of the reporting. The Committee also
supervises the effi ciency of the Company’s fi nancial internal
controls, internal audit and risk management in relation to
the fi nancial reporting and provides support to the Board in
the decision making processes regarding such matters. The
Committee monitors the audit of the Company’s fi nancial
reports and also reports thereon to the Board. In addition,
the Committee is empowered by the Committee’s terms of
reference to make decisions on certain issues delegated to it,
such as review and approval of the Company’s fi rst and third
quarter reports on behalf of the Board. The Audit Committee
also regularly liaises with the Group’s statutory auditor as part
of the annual audit process and reviews the audit fees and the
auditor’s independence and impartiality. The Audit Committee
further assists the Company’s Nomination Committee in the
preparation of proposals for the election of the statutory auditor
at the AGM.
The Audit Committee members have extensive experience
in fi nancial, accounting and audit matters. Peggy Bruzelius’
current and previous assignments include high level
management positions in fi nancial institutions and companies
and she has chaired Audit Committees of other companies.
C. Ashley Heppenstall is the Company’s previous CFO and CEO
and Jakob Thomasen was previously CEO of Maersk Oil, and
both have extensive experience in fi nancial matters.
Audit Committee work during 2019:
· Assessment of the 2018 year end report and the 2019 half year
report for completeness and accuracy and recommendation for
approval to the Board.
· Assessment and approval of the fi rst and third quarter reports
· Preparing a proposal for the 2019 Policy on Remuneration for
2019 on behalf of the Board.
Board and AGM approval.
· Evaluation of accounting issues in relation to the assessment
· Consultation and meetings with Company stakeholders,
of the fi nancial reports.
including institutional investors, regarding the proposed long-
term incentive plan (LTIP) 2019.
· Follow-up and evaluation of the results of the internal audit
and risk management of the Group.
· Preparing a proposal for LTIP 2019 for Board and AGM
· Three meetings with the statutory auditor to discuss the
approval through various work sessions and preparation
discussions.
fi nancial reporting, internal controls, risk management, etc.
· Evaluation of the audit performance and the independence
· Review of fulfi lment of LTIP 2016 performance conditions and
and impartiality of the statutory auditor.
confi rmation of vesting.
· Preparing a proposal for remuneration and other terms of
· Review and approval of statutory auditor’s fees.
· Assisting the Nomination Committee in its work to propose a
employment for the CEO for Board approval.
statutory auditor for election at the 2020 AGM.
· Review of the CEO’s proposals for remuneration and other
terms of employment of the other members of Group
management for Board approval.
44
Lundin Petroleum Annual Report 2019
Board’s yearly work cycle
Q3 / Q4 Activities
· Executive session with Group management
· Adoption of the budget and work programme
· Consideration of the Board self-evaluation to
be submitted to the Nomination Committee
· Audit Committee report regarding the third
quarter report
· Performance assessment of the CEO
· Consideration of the performance review of
Group management and Compensation
Committee remuneration proposals
· Detailed discussion of strategy issues
· In-depth analysis of the Company’s business
· Adoption of the half year report, reviewed by
the statutory auditor
Q4 Q1
Q3
Q2
Q1 / Q2 Activities
· Approval of the year end report
· Consideration of recommendation to the AGM
to declare a dividend
· Approval of remuneration proposals regarding
variable remuneration
· Approval of the Annual Report
· Review of the auditor’s report
· Approval of the Policy on Remuneration for
submission to the AGM
· Approval of the remuneration report
· Determination of the AGM details and approval
of the AGM materials
· Statutory meeting following the AGM to confirm
Board fees, Committee compensation, signatory
powers, appointment of corporate secretary
· Audit Committee report regarding the first
quarter report
· Annual ESG/H&S management report and
performance assessment
· Meeting with the auditor without management
present to discuss the audit process, risk
management and internal controls
· Review of the Rules of Procedure
Board of Directors work 2019
13 board meetings were held in 2019 and in addition to the topics covered by the Board as per its yearly work cycle, the following signifi cant
matters were addressed by the Board during the year:
· Discussing and approving Lundin Petroleum’s new dividend policy.
· Discussing in detail the Company’s performance in 2018 and 2019 and resolving to propose to the 2019 AGM that an increased cash
dividend of USD 1.48 per share shall be paid to the shareholders.
· Discussing in detail and recommending to the 2019 EGM to resolve on the redemption of 16 percent of the outstanding shares of the
Company and the sale of a 2.6 percent stake in the Johan Sverdrup unit to Equinor.
· Reviewing and approving a short-term bridge facility in relation to the transactions with Equinor.
· Discussing in detail the fi nancing of the Company, including the Company’s fi nancial risk management, cash fl ows, sources of funding,
foreign exchange movements, liquidity position and hedging strategy, including approving foreign exchange rate and interest rate hedges.
· Discussions regarding the Company’s risk management.
· Discussions regarding investor relations matters.
· Considering the Company’s production performance, forecasts and future outlook.
· Considering and discussing in detail the Johan Sverdrup development project and remaining project risks, time schedule, fi rst oil and
production, operator performance and cost reductions and expectations.
· Discussing the Company’s increased licence position and approving several licence acquisitions and divestments to optimise the
Company’s acreage position and ensure future organic growth opportunities.
· Considering several business acquisition opportunities in Norway.
· Assessing the Company’s oil and gas reserves and resources positions.
· Discussing the Swedish Prosecution Offi ce’s on-going preliminary investigation into alleged complicity in violations of international
humanitarian law in Sudan during 1997–2003, as well as the preliminary investigation into alleged instigation of interference in a
judicial matter.
· Considering and discussing sustainability matters, including operations in the Barents Sea, climate change and the Company’s efforts to
reduce its carbon footprint and environmental impact, the Company’s partnership with the Lundin Foundation and sustainability trends
and initiatives.
· Discussing and adopting the new Decarbonisation Strategy with the ambition that the Company shall be one of the most sustainable oil
and gas companies in the world, and approving a transaction to acquire a 50 percent non-operated in the Leikanger hydropower project in
Norway and discussing an investment in Metsälamminkangas windfarm in Finland.
· Considering and discussing the Company’s HSEQ performance, HSEQ assurance activities, including audits, and the HSEQ Leadership
Charter.
· Considering the proposal for a performance based long-term incentive plan (LTIP) 2019, following similar principles as the previous
LTIPs approved by the 2014–2018 AGMs, including continued stakeholder engagement discussions, revising the applicable peer group,
approving participants, allocating individual awards and approving the detailed plan rules, subject to 2019 AGM approval.
i
More information on the Board members can be
found on www. lundin-petroleum.com
Lundin Petroleum Annual Report 2019
45
DIRECTORS’ REPORT | Corporate Governance Report
ESG/H&S Committee
The Environmental Social Governance/Health and Safety
Committee (ESG/H&S Committee, renamed from CR/HSE
Committee) assists the Board to monitor the performance and
key risks that the Company faces in relation to environmental,
social, governance and health and safety matters. The ESG/H&S
Committee’s responsibility is to oversee the Company’s
conduct and performance on ESG/H&S matters, to inform
the Board and make recommendations to the Board it deems
appropriate on any area within its remit where action or
improvement is needed. The ESG/H&S Committee’s tasks
further include reviewing and monitoring ESG/H&S policies
and the effectiveness of compliance, as well as considering
ESG/H&S issues, risks, strategies and responses to climate change
issues. The ESG/H&S Committee reviews Group management’s
proposals on ESG/H&S targets and goals, monitors the
appropriateness of ESG/H&S audit strategies and plans, the
execution and results of such plans and reviews and makes
recommendations to the Board in relation to the Company’s
Sustainability Report. More information about the Company’s
ESG/H&S activities can be found in the Sustainability section on
pages 16–17 and in the Sustainability Report available on the
Company’s website.
ESG/H&S Committee work during 2019:
· Review of ESG/H&S Committee terms of reference.
· Review of policies and conduct of the Company in respect of
ESG/H&S matters.
· Review of major ESG/H&S issues or risks of public concern and
the Company strategy to address them.
· Assessing current status of international climate initiatives and
stakeholder expectations on Board oversight.
· Review of the Company’s strategy and response to climate
change issues and the Company’s Decarbonisation Strategy.
· Review of ESG/H&S performance and monitoring of potential
and/or large reputational risk for the Company with particular
focus on corrective actions.
· Monitoring the appropriateness of ESG/H&S audit strategies
and plans, and the execution and results of such plans.
· Review of the cyber security risks and awareness programme.
· Review of the 2020 ESG/H&S plan.
· Discuss third party ESG rating assessments of Lundin
Petroleum.
· Discuss the change of name of the Committee to the ESG/H&S
Committee
46
Lundin Petroleum Annual Report 2019
Remuneration of Board members
The remuneration of the Chairman and other Board members
follows the resolution adopted by the AGM. The Board
members, with the exception of the CEO, are not employed by
the Company, do not receive any salary from the Company and
are not eligible for participation in the Company’s incentive
programmes. The Policy on Remuneration approved by the
AGM also comprises remuneration paid to Board members for
work performed outside the directorship.
The Board has implemented a policy for share ownership by
Board members and each Board member is expected to own,
directly or indirectly, at least 5,000 shares of the Company.
The level shall be met within three years of appointment and
during such period, Board members are expected to allocate at
least 50 percent of their annual Board fees towards purchases
of the Company’s shares.
The remuneration of the Board, including for work performed
outside the directorship, is detailed further in the schedule on
pages 42–43 and in the notes to the fi nancial statements, see
Note 27 on pages 87–88.
Evaluation of the Board’s work
A formal review of the work of the Board was conducted
in October 2019 through a questionnaire submitted to all
Board members, with the objective of ensuring that the Board
functions in an effi cient manner and to enable the Board to
improve on matters which may be raised.
The overall feedback from the members of the Board was
positive and showed that the Board functions well and focuses
on activities that will help the Company maximise shareholder
value in a sustainable manner. The composition of the Board
is considered appropriate and the Board members collectively
exhibit diversity and breadth in respect of their qualifi cations,
experience and background. Individual members of the Board
complement each other and the meetings are constructive
with good discussions and feedback from Board members
and management. The diversity and wide spectrum of
qualifi cations and experience of the Board members are
considered as benefi cial and the Board is viewed as competent
for addressing actual and potential issues facing the Company.
The size of the Board was considered appropriate, however,
individual feedback received noted that the maximum amount
of Board members was being approached. The Board members
considered that their knowledge of the Company and the oil
and gas industry in general had increased during the year and
that Board members are well prepared for the meetings. The
need for a retirement policy was considered, however, the
Board acknowledged that there was already a natural process
of renewing the Board as the Company adapts to the new
environment. Visits to operational locations were appreciated
and considered very useful for the understanding of the
business. Committee work was believed to function well, with
well appreciated Committee Chairs, and the composition of
the Committees in general was deemed appropriate. Individual
feedback received noted that management reports were
excellent and that Board meetings were well prepared but that
materials sometimes could be shared earlier and that even
more time could be scheduled for the meetings. The results
of the Board evaluation were presented to the Nomination
Committee.
Management
Management structure
Lundin Petroleum’s Group and local management consists of
highly experienced individuals with extensive worldwide oil
and gas experience. The Company’s CEO, Alex Schneiter, is
responsible for the management of the day-to-day operations of
Lundin Petroleum. He is appointed by, and reports to, the Board.
He in turn appoints the other members of Group management,
who assist the CEO in his functions and duties, and in the
implementation of decisions taken and instructions given by
the Board, with the aim of ensuring that the Company meets its
strategic objectives and continues to deliver responsible growth
and long-term shareholder value.
The Company’s Investment Committee consists of, in addition
to the CEO, the Chief Operating Offi cer (COO), Nick Walker, who
is responsible for Lundin Petroleum’s exploration, development
and production operations and HSEQ, and the Chief Financial
Offi cer (CFO), Teitur Poulsen, who is responsible for the fi nancial
reporting, internal control, risk management, treasury function
and economics. The Investment Committee assists the Board
in discharging its responsibilities in overseeing the Company’s
investment portfolio. The role of the Investment Committee
is to determine that the Company has a clearly articulated
investment policy, to develop, review and recommend to the
Board investment strategies and guidelines in line with the
Company’s overall policy, to review and approve investment
transactions and to monitor compliance with investment
strategies and guidelines. The responsibilities and duties include
considering annual budgets, supplementary budget approvals,
investment proposals, commitments, relinquishment of licences,
disposal of assets and performing other investment related
functions as the Board may designate.
In addition to the members of the Investment Committee,
Lundin Petroleum’s Group management comprises:
· The Vice President Legal, Henrika Frykman, who is responsible
for all legal and tax matters within the Group, the Vice
President Corporate Affairs, Alex Budden, who is responsible
for corporate affairs and strategic communications within the
Group, the Vice President Investor Relations Edward Westropp,
who is responsible for investor relations and fi nancial
communications within the Group, the Vice President
Human Resources and Shared Services, Sean Reddy, who is
responsible for human resources and shared services and the
Vice President Sustainability, Zomo Fisher who is responsible
for the Group’s corporate sustainability strategy. Zomo Fisher
replaced the Company’s previous Vice President Corporate
Responsibility, Christine Batruch, who stepped down from her
position on 31 December 2019, a position she had held since
2002.
· Local management, who are responsible for the day-to-day
operational activities.
Group management tasks and duties
The tasks of the CEO and the division of duties between the
Board and the CEO are defi ned in the Rules of Procedure and
the Board’s instructions to the CEO. In addition to the overall
management of the Company, the CEO’s tasks include ensuring
that the Board receives all relevant information regarding
the Company’s operations, including profi t trends, fi nancial
position and liquidity, as well as information regarding
important events such as signifi cant disputes, agreements and
developments in important business relations. The CEO is also
responsible for preparing the required information for Board
decisions and for ensuring that the Company complies with
applicable legislation, securities regulations and other rules
such as the Corporate Governance Code. Furthermore, the CEO
maintains regular contacts with the Company’s stakeholders,
including shareholders, the fi nancial markets, business partners
and public authorities. To fulfi l his duties, the CEO works closely
with the Chairman of the Board to discuss the Company’s
operations, fi nancial status, up-coming Board meetings,
implementation of decisions and other matters.
Under the leadership of the CEO, Group management is
responsible for ensuring that the operations are conducted
in compliance with the Code of Conduct, all Group policies,
procedures and guidelines and the HSEQ Leadership Charter
in a professional, effi cient and responsible manner. Regular
management meetings are held to discuss all commercial,
technical, CR/HSEQ, fi nancial, legal and other issues within the
Group to ensure the established short- and long-term business
objectives and goals will be met. A detailed weekly operations
report is circulated to Group management summarising
the operational events, highlights and issues of the week in
question. Group management also travels frequently to oversee
the ongoing operations, seek new business opportunities and
meet with various stakeholders, including business partners,
suppliers and contractors, government representatives and
fi nancial institutions. In addition, Group management liaises
continuously with the Board, and in particular the Board
Committees, in respect of ongoing matters and issues that
may arise, and meets with the Board at least once a year at the
executive session held in connection with a Board meeting in
one of the operational locations.
Internal audit
The internal audit function is responsible for providing
independent and objective assurance in order to systematically
evaluate and propose improvements for more effective
governance, internal control and risk management processes.
This work includes regular audits performed in accordance with
an annual risk based internal audit plan, which is approved
by the Audit Committee. The audit plan is derived from an
independent risk assessment conducted by the Internal Audit
function and is designed to address the most signifi cant risks
identifi ed within the Group. The audits are executed using a
methodology for evaluating the design and effectiveness of
internal controls to ensure that risks are adequately addressed
and processes are operated effectively. Opportunities for
improving the effi ciency of the governance, internal control and
risk management processes which have been identifi ed through
the internal audits are reported to management for action.
The Internal Audit Manager has a direct reporting line to the
Audit Committee and submits regularly reports on fi ndings
identifi ed in the audits together with updates on the status of
management’s implementation of agreed actions. For additional
information on internal control, see page 55.
Remuneration
Group principles of remuneration
Lundin Petroleum aims to offer all employees compensation
packages that are competitive and in line with market
conditions. These packages are designed to ensure that
the Group can recruit, motivate and retain highly skilled
individuals and reward performance that enhances shareholder
value.
Lundin Petroleum Annual Report 2019
47
DIRECTORS’ REPORT | Corporate Governance Report
Group management
Alex Schneiter
Nick Walker
Teitur Poulsen
Henrika Frykman
President and Chief
Executive Officer
Chief Operating Officer
Chief Financial Officer
Vice President Legal
Alex Budden
Sean Reddy
Edward Westropp
Zomo Fisher
Vice President Corporate
Affairs
Vice President Human
Resources and Shared
Services
Vice President
Investor Relations
Vice President
Sustainability
Major topics addressed by Group management in 2019
· Negotiation and implementation of the transactions concluded with Equinor in relation to the redemption of 16 percent of the shares in issue
and the divestment of a 2.6 percent stake in the Johan Sverdrup unit, including negotiating a USD 500 million bridge facility agreement.
· Overseeing the Johan Sverdrup commissioning and start-up.
· Discussing and managing the electrification of the Utsira High Area.
· Discussing and negotiating the agreement to acquire a 50 percent non-operated interest in the Leikanger hydropower project in Norway.
· Discussing and negotiating the agreement to acquire 30 percent of the Rolvsnes discovery and 20 percent of the Goddo prospect from Lime
Petroleum AS.
· Management of the Norwegian acreage position, including pursuing new core areas of operation and solidifying existing core areas,
through active licence acquisition and divestment management to optimise the Norwegian licence portfolio, including acquisitions of
working interests in several discoveries.
· Management of the on-going exploration activities, development projects, appraisal activities and production operations.
· Continued focus on cost control measures, sustainability measures and maximising operational efficiency and performance.
· Consideration of organisational changes and improvements as well as considering new ventures and opportunities.
· Developing the Company’s Decarbonisation Strategy, as well as ongoing analysis of climate change implications to the business and
adaptation of the Company’s business model to address this issue from a risk and opportunity perspective.
· Defence of the Swedish Prosecution Office’s on-going preliminary investigation into alleged complicity in violations of international
humanitarian law in Sudan during 1997–2003 as well as the preliminary investigation into alleged instigation of interference in a judicial
matter.
· Negotiating the terms for the acquisition of 100 percent interest in the Metsälamminkangas wind farm project in Finland.
The Group’s compensation packages consist of four elements,
being (i) base salary; (ii) annual variable remuneration; (iii)
long-term incentive plan (LTIP); and (iv) other benefits. As part
of the yearly assessment process, a Performance Management
Process has been established to align individual and team
performance to the strategic and operational goals and
objectives of the overall business. Individual performance
measures are formally agreed and key elements of variable
remuneration are clearly linked to the achievement of such
stated and agreed performance measures.
To ensure compensation packages within the Group
remain competitive and in line with market conditions, the
Compensation Committee undertakes yearly benchmarking
studies. For each study, a peer group of international oil
and gas companies of similar size and operational reach is
selected, against which the Group’s remuneration practices
are measured. The levels of base salary, annual variable
remuneration and long-term incentives are set at the median
level, however, in the event of exceptional performance,
deviations may be authorised. As the Group continuously
competes with the peer group to retain and attract the very
best talent in the market, both at operational and executive
level, it is considered important that the Group’s compensation
packages are determined primarily by reference to the
remuneration practices within this peer group.
48
Lundin Petroleum Annual Report 2019Policy on Remuneration for Group management
The remuneration of Group management follows the
principles that are applicable to all employees, however,
these principles must be approved by the shareholders at
the AGM. The Compensation Committee therefore prepares
yearly for approval by the Board and for submission for fi nal
approval to the AGM, a Policy on Remuneration for Group
management. The proposed 2020 Policy on Remuneration for
Group management has been revised compared to previous
years’ policy in order to comply with changes in Swedish law
and the revised 2020 Corporate Governance Code. Based on
the approved Policy on Remuneration, the Compensation
Committee subsequently proposes to the Board for approval
the remuneration and other terms of employment of the CEO.
The CEO, in turn, proposes to the Compensation Committee,
for approval by the Board, the remuneration and other terms
of employment of the other members of Group management.
The yearly variable remuneration for Group management is
assessed against annual performance targets that refl ect the
key drivers for value creation and growth in shareholder value.
These annual performance targets include delivery against
specifi c production of oil and gas, reserves and resource
replacement, fi nancial, health and safety, ESG, carbon dioxide
gas emissions and strategic targets. Each member of Group
management is set different performance weightings against
each of the specifi c targets refl ecting their infl uence on the
performance outcome. The performance target structure and
specifi c targets are reviewed annually by the Compensation
Committee to ensure that it aligns with the strategic direction
and risk appetite of the Company and the performance target
structure and specifi c targets are approved by the Board.
Within the 2019 Policy on Remuneration, the Board of
Directors could approve annual variable remuneration in
excess of 12 months’ base salary in circumstances or in respect
of performance which it considered to be exceptional. To
have had this discretion was important to accommodate the
uncertainties and cyclical nature of the oil and gas industry.
The Board has made two such decisions that are reported in
Note 27 on page 87. The Board of Directors determined that it
was reasonable to recognise the exceptional performance in
relation to the transactions with Equinor and the signifi cant
value creation for shareholders of those transactions.
Long-term incentive plan 2019
The 2019 AGM resolved to approve a performance based
LTIP 2019, that follows similar principles as the previously
approved LTIPs 2014–2018, for Group management and a
number of key employees of Lundin Petroleum, which gives
the participants the possibility to receive shares in Lundin
Petroleum subject to the fulfi lment of a performance condition
under a three year performance period commencing on
1 July 2019 and expiring on 30 June 2022. 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.
At the beginning of the performance period, the participants
were granted awards which, provided that among others
the performance condition is met, entitle the participant
to be allotted shares in Lundin Petroleum at the end of the
performance period. The number of performance shares that
may be allotted to each participant is limited to a value of
three times his/her annual gross base salary for 2019 and the
total LTIP award made in respect of 2019 was 316,855.
The Board of Directors may reduce (including reduce to zero)
the allotment of performance shares at its discretion, should it
consider the underlying performance not to be refl ected in the
outcome of the performance condition, for example, in light
of operating cash fl ow, reserves and HSE performance. The
participants will not be entitled to transfer, pledge or dispose
of the LTIP awards or any rights or obligations under LTIP
2019, or perform any shareholders’ rights regarding the LTIP
awards during the performance period.
The LTIP awards entitle participants to acquire already existing
shares. Shares allotted under LTIP 2019 are further subject to
certain disposition restrictions to ensure participants build
towards a meaningful shareholding in Lundin Petroleum.
The level of shareholding expected of each participant is
either 50 percent or 100 percent (200 percent for the CEO)
of the participant’s annual gross base salary based on the
participant’s position within the Group.
Performance monitoring and review
The Board is responsible for monitoring and reviewing on a
continuous basis the work and performance of the CEO and
shall carry out at least once a year a formal performance
review. In 2019, the Compensation Committee undertook on
behalf of the Board a review of the work and performance
of Group management, including the CEO. The results were
presented to the Board, together with proposals regarding
the compensation of the CEO and other members of Group
management. Neither the CEO nor other members of Group
management were present at the Board meetings when such
discussions took place.
The tasks of the Compensation Committee also include
monitoring and evaluating the general application of the
Policy on Remuneration, as approved by the AGM, and the
Compensation Committee prepares in connection therewith
a yearly report, for approval by the Board, on the application
of the Policy on Remuneration and the evaluation of
remuneration of Group management. As part of its review
process, the statutory auditor of the Company also verifi es on
a yearly basis whether the Company has complied with the
Policy on Remuneration. Both reports are available on the
Company’s website.
Board’s proposal for remuneration to Group management to
the 2020 AGM
The Board’s proposal for remuneration to Group management
to the 2020 AGM is the result of a review to comply with
the revised Swedish legislation resulting from the European
Union Shareholder Rights Directive II and to comply with
the revised 2020 Corporate Governance Code. Few material
changes are proposed for how the Company manages executive
remuneration matters, however, the new legislation, together
with discussions with shareholders’ representatives, have led to
some changes to the proposal that is submitted to shareholders
for approval at the 2020 AGM. For information regarding the
Board’s proposal for remuneration to Group management to
the 2020 AGM, including a new LTIP, see pages 51–54.
Lundin Petroleum Annual Report 2019
49
DIRECTORS’ REPORT | Corporate Governance Report
POLICY ON REMUNERATION FOR GROUP
MANAGEMENT AS APPROVED BY THE 2019 AGM
Application of the Policy
In this Policy on Remuneration, the term “Group
Management” refers to the President and Chief Executive
Offi cer, the Chief Operating Offi cer, the Chief Financial
Offi cer and Vice President level employees. Group
Management is expected to be comprised of eight executives
in 2019.
This Policy on Remuneration also comprises remuneration
paid to members of the Board of Directors for work
performed outside the directorship.
Objectives of the Policy
It is the aim of Lundin Petroleum to recruit, motivate
and retain high calibre executives capable of achieving
the objectives of the Company, and to encourage and
appropriately reward performance that enhances shareholder
value. Accordingly, the Company operates this Policy on
Remuneration to ensure 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 Group
Management is rewarded fairly for its contribution to the
Company’s performance.
Compensation Committee
The Board of Directors of Lundin Petroleum has established
the Compensation Committee to, among other things,
administer this Policy on Remuneration. The Compensation
Committee is to receive information and prepare the Board
of Directors’ and the Annual General Meeting’s decisions
on matters relating to the principles of remuneration,
remunerations and other terms of employment of Group
Management. The Compensation Committee meets regularly
and its tasks include monitoring and evaluating programmes
for variable remuneration for Group Management and the
application of this Policy on Remuneration, as well as the
current remuneration structures and levels in the Company.
The Compensation Committee may request the advice and
assistance of external reward consultants, however, it shall
ensure that there is no confl ict of interest regarding other
assignments that such consultants may have for the Company
and Group Management.
Elements of remuneration
There are four key elements to the remuneration of the Group
management:
a) base salary;
b) yearly variable remuneration;
c) long-term incentive plan; and
d) other benefi ts.
Base salary
The executive’s base salary shall be based on market conditions,
shall be competitive and shall take into account the scope
and responsibilities associated with the position, as well as
the skills, experience and performance of the executive. The
executive’s base salary, as well as the other elements of the
executive’s remuneration, shall be reviewed annually to ensure
that such remuneration remains competitive and in line with
market conditions. As part of this assessment process, the
Compensation Committee undertakes yearly benchmarking
studies in respect of the Company’s remuneration policy and
practices.
Sudan
In June 2010, the Swedish Prosecution Authority began a preliminary investigation into alleged complicity in violations of
international humanitarian law in Sudan during 1997–2003. The Company has cooperated extensively and proactively with
the investigation by providing information regarding its operations in Block 5A in Sudan during the relevant time period.
We remain convinced that Lundin was a force for good for the development in Sudan. Ian H. Lundin and Alex Schneiter have
been interviewed by the Swedish Prosecution Authority and have, together with the Company, been notifi ed of the relevant
suspicions and have received fi nal notice of the investigation, which is being reviewed by the defence. No new fi nal notice
deadline has yet been set by the Swedish Prosecution Authority.
In 2018, the Company was notifi ed by the Swedish Prosecution Authority that the Company may be liable to a corporate fi ne
of SEK 3 million and forfeiture of economic benefi ts from the alleged offense in the amount of SEK 3,282 million, based on
the profi t of the sale of the Block 5A asset in 2003 of SEK 720 million. Any potential corporate fi ne or forfeiture could only be
imposed after the conclusion of a trial, should one occur.
In 2018, the Swedish Prosecution Authority began a preliminary investigation into alleged interference in a judicial matter
as a result of allegations of witness harassment. The Company and its representatives are not aware of any details of the
alleged actions, despite several requests for information, and reject any knowledge of, or involvement in, any wrongdoing.
Ian H. Lundin and Alex Schneiter have been interviewed by the Swedish Prosecution Authority and have been notifi ed of the
suspicions that form the basis for the investigation.
Neither investigation mean that charges have been, or will be, brought against any individuals or the Company. Lundin
Petroleum knows that there are absolutely no grounds for any allegations of wrongdoing by the Company or any Company
representatives in respect of any of these allegations. More information regarding the past operations in Sudan during
1997–2003 can be found on www.lundinsudanlegalcase.com.
50
Lundin Petroleum Annual Report 2019
Annual Variable Remuneration
The Company considers that annual variable remuneration
is an important part of the executive’s remuneration package
where associated performance targets refl ect the key drivers
for value creation and growth in shareholder value. Through
its Performance Management Process, the Company sets
predetermined and measurable performance criteria for each
executive, aimed at promoting long-term value creation for the
Company’s shareholders.
The annual variable remuneration shall, in the normal course
of business, be based upon a predetermined limit, being within
the range of one to twelve monthly salaries (if any). The cost of
annual variable remuneration for 2019 is estimated to range
between no payout at minimum level and SEK 26.3 million
or approximately USD 2.8 million (excluding social security
costs) at maximum level, based on the current composition of
Group Management. However, the Compensation Committee
may recommend to the Board of Directors for approval annual
variable remuneration outside of this range in circumstances or
in respect of performance, which the Compensation Committee
considers to be exceptional.
Long-term Incentive Plan
The Company believes that it is appropriate to structure its
long-term incentive plans (LTIP) to align Group Management’s
incentives with shareholder interests. Remuneration which
is linked to the share price results in a greater personal
commitment to the Company. Therefore, the Board of Directors
believes that the Company’s LTIP for Group Management should
be related to the Company’s share price.
Information on the principal conditions of the proposed 2019
LTIP for Group Management, which follows similar principles
as the LTIPs approved by the 2014–2018 Annual General
Meetings, is available as part of the documentation for the
Annual General Meeting at www.lundin-petroleum.com.
The cost at grant of the proposed 2019 LTIP is estimated to range
between no cost at minimum level and approximately SEK 90.1
million or approximately USD 9.7 million (excluding social
security costs) at a share price of SEK 298 at maximum level,
based on the current composition of Group Management.
Other Benefi ts
Other benefi ts shall be based on market terms and shall
facilitate the discharge of each executive’s duties. Such benefi ts
include statutory pension benefi ts comprising a defi ned
contribution scheme with premiums calculated based on
remuneration up to the limit prescribed by law. The pension
contributions in relation to the base salary are dependent upon
the age of the executive.
Severance arrangements
A mutual notice period of between one and twelve months
applies between the Company and executives, depending on the
duration of the employment with the Company. In addition,
severance terms are incorporated into the employment contracts
for executives that give rise to compensation, up to two years’
base salary, in the event of termination of employment due to
a change of control of the Company. The Board of Directors is
further authorised, in individual cases, to approve severance
arrangements, in addition to the notice periods and the
severance arrangements in respect of a change of control
of the Company, where employment is terminated by the
Company without cause, or otherwise in circumstances
at the discretion of the Board of Directors. Such severance
arrangements may provide for the payment of up to one
year’s base salary; no other benefi ts shall be included.
Severance payments in aggregate (i.e. for notice periods and
severance arrangements) shall be limited to a maximum of
two years’ base salary.
Remuneration to members of the Board
In addition to Board of Directors’ fees resolved by the Annual
General Meeting, remuneration as per prevailing market
conditions may be paid to members of the Board of Directors
for work performed outside the directorship.
Authorisation for the Board
The Board of Directors is authorised to deviate from the Policy
on Remuneration in accordance with Chapter 8, Section 53 of
the Swedish Companies Act in case of special circumstances
in a specifi c case.
Outstanding Remunerations
Remunerations outstanding to Group Management comprise
awards granted under the Company’s previous long-term
incentive programs and include 242,057 shares for awards
under LTIP 2016, 258,619 shares for awards under the LTIP
2017, 195,658 shares for awards under the LTIP 2018, 2,323
unit bonus awards under the 2016 Unit Bonus Plan and 2,746
unit bonus awards under the 2017 Unit Bonus Plan. Further
information about these plans is available in Note 29 of the
Company’s Annual Report 2018.
POLICY ON REMUNERATION FOR GROUP
MANAGEMENT TO BE PROPOSED TO THE 2020
AGM
The intention of the Board of Directors is to propose to the
2020 AGM the adoption of a Policy on Remuneration for
2020 that follows in essence the same principles as applied
in 2019 and that contains similar elements of remuneration
for Group management as the 2019 Policy on Remuneration.
The proposed 2020 Policy on Remuneration is the result of a
review to comply with revised Swedish legislation resulting
from the European Union Shareholder Rights Directive II and
the revised 2020 Swedish Corporate Governance Code.
The details of the Board of Directors proposal in respect
of the 2020 Long-term Incentive Plan (LTIP) for Group
management and a number of key employees, which follows
similar principles as the LTIPs approved by the 2014–2019
AGMs, are available on www.lundin-petroleum.com. The
total maximum number of performance shares that may
be allotted under LTIP 2020 is 560,000, corresponding to
approximately 0.2 percent of the total number of outstanding
shares in Lundin Petroleum. The Board of Directors may
reduce (including reduce to zero) allotment of performance
shares at its discretion, should it consider the underlying
performance not to be refl ected in the outcome of the
performance condition, for example, in light of operating
cash fl ow, reserves, and HSEQ performance.
Lundin Petroleum Annual Report 2019
51
DIRECTORS’ REPORT | Corporate Governance Report
Proposed 2020 Policy on Remuneration for Group
Management
Application of the Policy
This Policy on Remuneration (the “Policy”) applies to the
remuneration of “Group Management” at Lundin Petroleum
AB (“Lundin Petroleum” or the “Company”), which includes (i)
the President and Chief Executive Offi cer (the “CEO”), (ii) the
Deputy CEO, who from time to time will be designated from one
of the other members of Group Management, and (iii) the Chief
Operating Offi cer, Chief Financial Offi cer and Vice President
level employees. The Policy also applies to members of the Board
of Directors (the “Board”) of the Company where remuneration is
paid for work performed outside the directorship.
Background to the proposed changes to the Policy
The Policy to be approved by the 2020 Annual General Meeting
(“AGM”) is the result of a review to comply with revised Swedish
legislation resulting from the European Union Shareholder
Rights Directive II and the 2020 revised Swedish Corporate
Governance Code. Few material changes are proposed for
how the Company manages executive remuneration matters,
however the new legislation, together with discussions with
shareholders’ representatives, have led to some changes to the
Policy that is submitted to the shareholders for approval. The
revised Policy is different to the Policy approved by the 2019
AGM with regard to the following:
· the Policy is more explicit on the links to strategy, long-
term performance and sustainability and requires that
the Compensation Committee (the “Committee”) takes
shareholders’ opinions into account, as well as remuneration
across the broader employee population, when making its
decisions and recommendations to the Board.
· The Board continues to award annual variable remuneration
worth up to 12 months’ base salary but now provides more
clarity by imposing a cap of 18 months’ base salary for
occasions when individuals have delivered outstanding
performance.
· The Policy now describes the design and governance of
different elements of remuneration in more detail, as well as
their relative proportions of total remuneration.
· There is more information on terms and decision making
processes and considerations, including how the Company can
deviate from the Policy.
This Policy is, together with previous years’ Policies, available on
the Company’s website www.lundin-petroleum.com and it will
remain available for ten years.
Key remuneration principles at Lundin Petroleum
Lundin Petroleum’s remuneration principles and policies are
designed to ensure responsible and sustainable remuneration
decisions that support the Company’s strategy, shareholders’
long-term interests and sustainable business practices. It is the
aim of Lundin Petroleum to recruit, motivate and retain high
calibre executives capable of achieving the objectives of the
Company and to encourage and appropriately and fairly reward
executives for their contributions to Lundin Petroleum’s success.
Remuneration to members of the Board
In addition to Board fees resolved by the AGM, remuneration as
per prevailing market conditions may be paid to members of the
Board for work performed outside the directorship.
Compensation Committee
The Board has established the Committee to support it on
matters of remuneration relating to the CEO, the Deputy
CEO, other members of Group Management and other key
employees of the Company. The objective of the Committee is
to structure and implement remuneration principles to achieve
the Company’s strategy, the principal matters for consideration
being:
· the review and implementation of the Company’s
remuneration principles for Group Management, including
this Policy which requires approval by the General Meeting of
Shareholders;
· the remuneration of the CEO and the Deputy CEO, as well as
other members of Group Management, and any other specifi c
remuneration issues arising;
· the design of long-term incentive plans that require approval
by the General Meeting of Shareholders; and
· compliance with relevant rules and regulatory provisions, such
as this Policy, the Swedish Companies Act and the Swedish
Corporate Governance Code.
When the Committee makes decisions, including determining,
reviewing and implementing the Policy, it follows a process
where:
· the Board sets and reviews the terms of reference of the
Committee;
· the Chair of the Committee approves the Committee’s agenda;
· the Committee considers reports, data and presentations and
debates any proposal. In its considerations the Committee will
give due regard to the Company’s situation, the general and
industry specifi c remuneration environment, the remuneration
and terms of employment of the broader employee population,
feedback from different stakeholders, relevant codes,
regulations and guidelines published from time to time;
· the Committee may request the advice and assistance of
management representatives, other internal expertise and of
external advisors. However, it shall ensure that there is no
confl ict of interest regarding other assignments that any such
advisors may have for the Company and Group Management;
· the Committee ensures through a requirement to notify and
recuse oneself that no individual with a confl ict of interest will
take part in a remuneration decision that may compromise
such a decision;
· once the Committee is satisfi ed that it has been properly and
suffi ciently informed, it will make its decisions and, where
required, formulate proposals for approval by the Board; and
· the Board will consider any items for approval or proposals
from the Committee and, following its own discussions, make
decisions, proposals for a General Meeting of Shareholders and/
or further requests for the Committee to deliberate on.
52
Lundin Petroleum Annual Report 2019
Elements of remuneration for Group Management
There are four key elements to the remuneration of Group Management:
a) Base salary
b) Annual variable
remuneration
c) Long-term incentive plan
Description, purpose and link to
strategy and sustainability
· Fixed cash remuneration paid
monthly. Provides predictable
remuneration to aid attraction and
retention of key talent.
Process and governance
Relative share of
estimated/maximum
total reward 1
· The Committee reviews salaries
30% / 20%
every year as part of the review of
total remuneration (see below for
a description of the benchmarking
process).
· Annual bonus is paid for performance
· The annual review of total
20% / 25%
over the fi nancial year.
· Awards are capped at 18 months’
base salary, paying up to 12 months’
base salary for ranges of stretching
performance requirements. Any value
over 12 months’ base salary is paid for
delivering outstanding performance.
· Signals and rewards the strategic and
operational results and behaviours
expected for the year that contribute
to the long-term, sustainable value
creation of the Company.
remuneration also considers annual
bonus awards, outcomes, target
structure, weightings of targets and
specifi c target levels of performance.
· Measurable fi nancial and non-
fi nancial performance requirements
are identifi ed according to position
and responsibilities and include
delivery against production of oil
and gas, reserves and resource
replacement, fi nancial, health and
safety, ESG, carbon dioxide gas
emissions and strategic targets.
· The Committee reviews the design
of annual variable remuneration
separately.
40% / 50%
· Performance share plan that aligns the
interests of participants with those of
shareholders through awards in shares
worth up to 36 months’ base salary on
award, vesting after 3 years subject to
performance.
· Relative Total Shareholder Return
(“TSR”) summarises the complex set
of variables for long-term sustainable
success in oil and gas exploration and
production into a single performance
test relative to peers that the Company
competes with for capital.
· Annual review of total remuneration
considers long-term incentive awards,
outcomes, TSR peer group and
targets.
· Participants are required to build a
signifi cant personal shareholding
of up to 200% of base salary over
time by retaining shares until
a predetermined limit has been
achieved.
· The Committee reviews the design of
long-term incentives separately.
d) Benefi ts
· Predictable benefi ts to help facilitate
the discharge of each executive’s
duties, aiding the attraction and
retention of key talent.
10% / 5%
· The Committee reviews benefi ts and
contractual terms regularly to ensure
that the Company does not fall
behind the market.
· Benefi ts are set with reference to
external market practices, internal
practices, position and relevant
reference remuneration.
Total
100% / 100%
1 Estimated reward shows the percentage of total reward where proportions are estimated assuming 50 percent of maximum annual bonus and 50
percent of the long-term incentive without any share price or dividend effect. Proportions of maximum reward assume full vesting of both annual
variable remuneration and the long-term incentive but without any share price or dividend effect. Different actual awards and the variable nature of
incentives means that the actual proportions for an individual may be different.
Lundin Petroleum Annual Report 2019
53
DIRECTORS’ REPORT | Corporate Governance Report
The Board is further authorised, in individual cases, to approve
severance arrangements, in addition to the notice periods and
the severance arrangements in respect of a change of control of
the Company, where employment is terminated by the Company
without cause, or otherwise in circumstances at the discretion
of the Board. Such severance arrangements may provide for the
payment of up to 12 months’ base salary; no other benefi ts shall
be included.
In all circumstances, severance payments in aggregate (i.e. for
notice periods and severance arrangements) shall be limited to a
maximum of 24 months’ base salary.
Authorisation for the Board
In accordance with Chapter 8, Section 53 of the Swedish
Companies Act, the Board shall be authorised to approve
temporary deviations from the Policy on any element of
remuneration described in this Policy, except from the
maximum award of annual variable remuneration, which shall
at all times be limited to 18 months’ base salary . Deviations
shall be considered by the Committee and shall be presented to
the Board for approval. Deviations may only be made in specifi c
cases if there are special reasons outside of normal business that
make it necessary to increase reward in order to help secure
the Company’s long-term interests, fi nancial viability and/or
sustainability by recognising exceptional contributions. The
reasons for any deviation shall be explained in the remuneration
report to be submitted to the AGM.
Outstanding remunerations
Remunerations outstanding to Group Management comprise
awards granted under the Company’s previous long-term
incentive programs and include 258,619 shares for awards under
the LTIP 2017, 195,658 shares for awards under the LTIP 2018,
222,148 shares for awards under LTIP 2019 and 2,746 unit bonus
awards under the 2017 Unit Bonus Plan. Further information
about these plans is available in Note 28 of the Company’s
Annual Report 2019.
Review and benchmarking
Every year the Committee undertakes a review of the Company’s
remuneration policies and practices considering the total
remuneration of each executive as well as the individual
components. Levels are set considering:
· the total remuneration opportunity;
· the external pay market;
· the scope and responsibilities of the position;
· the skills, experience and performance of the individual;
· the Company’s performance, affordability of reward and
general market conditions; and
· levels and increases in remuneration, as well as other terms of
employment, for other positions within the Company.
External benchmarks for total remuneration are found from one
or more sets of companies that compete with Lundin Petroleum
for talent, taking into consideration factors like size, complexity,
geography and business profi le when determining such peer
groups.
Variable remuneration
The Company considers that variable remuneration forms
important parts of executives’ remuneration packages, where
associated performance targets refl ect the key drivers for
pursuing the Company’s strategy, and to achieve sustainable
value creation and growth in long-term shareholder value. The
Committee ensures that performance and design align with
the strategic direction and risk appetite of the Company before
incentives are approved by the Board.
There is no deferral of incentive payments, however, the Board
can recover annual bonuses paid in the unlikely event of
outcomes based on information which is subsequently proven
to have been manifestly misstated. The Board can also in
exceptional circumstances reduce long-term incentive awards,
including reducing them to zero, should it consider the vesting
outcome to incorrectly refl ect the true performance of the
Company.
Benefits
Benefi ts provided shall be based on market terms and shall
facilitate the discharge of each executive’s duties. The pension
provision is the main benefi t and follows the local practice of the
geography where the individual is based. The pension benefi ts
consist of a basic defi ned contribution pension plan, where the
employer provides 60 percent and the employee 40 percent
of an annual contribution of up to 18 percent of the capped
pensionable salary and a supplemental defi ned contribution
pension plan where the employer provides 60 percent and the
employee 40 percent of a contribution up to 14 percent of the
capped pensionable salary.
Severance arrangements
Executives have rolling contracts where mutual notice periods
of between three and twelve months apply between the
Company and the executive, depending on the duration of the
employment with the Company. In addition, severance terms
are incorporated into the employment contracts for executives
that give rise to compensation in the event of termination of
employment due to a change of control of the Company. Such
compensation, together with applicable notice periods, shall not
exceed 24 months’ base salary.
54
Lundin Petroleum Annual Report 2019
Internal control over
financial reporting
The control environment is the
foundation of Lundin Petroleum’s
system for internal control over
financial reporting
4
Information and communication
Lundin Petroleum has processes in place aiming to ensure
effective and correct information in regards to fi nancial
reporting, both internally within the organisation as well as
externally to the public to meet the requirements for a listed
company. All information regarding the Company’s policies,
procedures and guidelines is available on the Group’s intranet
and any updates and changes to reporting and accounting
policies are issued via email and at regular fi nance meetings.
In addition, the Communications- and Investor Relations
policies ensure that the public is provided with accurate,
reliable, and relevant information concerning the Group and
its fi nancial position at the right time.
Introduction
According to the Swedish Companies Act and the Corporate
Governance Code, the Board has overall responsibility for
establishing and monitoring an effective system for internal
control. The purpose of this report is to provide shareholders and
other parties with an understanding of how internal control is
organised at Lundin Petroleum.
Lundin Petroleum’s system for internal control over fi nancial
reporting is based on the Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The fi ve components of this framework
are control environment, risk assessment, control activities,
information and communication and monitoring activities.
1
Control environment
The control environment is the foundation of Lundin Petroleum’s
system for internal control over fi nancial reporting and is
characterised by the fact that the main part of the Group’s
operations is located in Norway where the Company has carried
out operations for many years using well established processes.
The control environment is defi ned by the Company’s policies
and procedures, guidelines and codes as well as its responsibility
and authority structure. In the area of control activities Lundin
Petroleum has documented all critical, fi nancial processes and
controls in the Group. The business culture established within
the Group is also fundamental to ensure highest level of ethics,
morals and integrity.
2
Risk assessment
Risks relating to fi nancial reporting are evaluated and monitored
by the Board through the Audit Committee. The Group’s risk
assessment process is used as a means to monitor that risks are
managed and consists in identifying and evaluating risks and
also determining the potential impact on the fi nancial reporting.
Regular reviews on local level as well as on Group level are made
to assess any changes made in the Group that may affect internal
control.
3
Control activities
Control activities range from high level reviews of fi nancial
results in management meetings to detailed reconciliation of
accounts and day to day review and authorisation of payments.
The monthly review and analysis of the fi nancial reporting
made on Company level and Group level are important control
activities performed to ensure that the fi nancial reporting does
not contain any signifi cant errors and also to prevent fraud. In
addition, it is common in the oil and gas industry that projects
are organised through joint ventures, where the partners have
audit rights over the joint venture. Regular audits control that
costs are allocated and accounted for in accordance with the joint
operating agreement.
5
Monitoring
Monitoring of control activities is made at different levels
of the organisation and involves both formal and informal
procedures performed by management, process owners
or control owners. In addition, the Group’s Internal Audit
function maintains test plans and performs independent
testing of selected controls to identify any weaknesses and
opportunities for improvement. Controls that have failed
the testing must be remediated which means establishing
and implementing actions to correct weaknesses. The results
from the testing are presented to the external auditors who
determine to what extent they can rely on this testing for the
Group audit.
The Internal Audit Manager has a direct reporting line to the
Audit Committee and submits regularly reports on fi ndings
identifi ed in the audits together with updates on the status of
management’s implementation of agreed actions. The Audit
Committee assists the Board in their role to ensure that steps
are taken to address any weaknesses revealed in internal and
external audits and to implement proposed actions.
Control
Environment
Risk
Assessment
1
5
financial
reporting
objectives
Monitoring
INTERNAL
CONTROL
PROCESS
2
4
3
Control
Activities
Information and
Communication
Joint venture audits
It is common in the oil and gas industry that projects are
organised through joint ventures with production licences
awarded to a group of companies forming a joint venture.
When entering into an exploration licence there is no
guarantee that oil or gas will be found and in a joint venture
the risk is shared between the partners. One partner is
appointed to be the operator and is responsible for managing
the operations, including the accounting for the joint venture.
All partners have audit rights over the joint venture to ensure
that costs are incurred in accordance with the joint operating
agreement and that accounting procedures are followed.
Lundin Petroleum Annual Report 2019
55
“ Lundin Petroleum’s industry
leading low unit operating costs
coupled with high quality oil
demanding a premium to Brent
has resulted in excellent cash
generation with a CFFO of USD
1.4bn, EBITDA of USD 1.9bn and
FCF of USD 1.3bn.
Teitur Poulsen
Chief Financial Officer
FINANCIAL STATEMENTS AND NOTES
Financial summary
2019 has been a transformational year for Lundin
Petroleum with the start-up of the giant Johan
Sverdrup field being the highlight of the year
coupled with the continued outperformance of
our operated Edvard Grieg field. This has resulted
in another strong financial performance for 2019
despite the weaker macro environment compared
to 2018. The Company generated record free cash
flow of MUSD 1,272 pre dividend payments, of
which MUSD 313 related to organic free cash flow
driven by an excellent production performance
from all our production hubs, lower than expected
capital investment and good demand for all three
crude oil grades which resulted in a realised oil
price above Brent.
During the summer 2019 the Company completed
a share redemption arrangement, which resulted
in the Company’s share count reducing by
16 percent leading to an accretive per share
financial performance going forward. The 2019
financial performance has provided a solid
financial platform for the Company to continue
its expansive dividend policy with the board
proposing a 22 percent dividend increase for 2019
to 1.80 USD/share.
Financial summary
Production in Mboepd
Revenue and other income in MUSD
CFFO in MUSD
Per share in USD
EBITDA in MUSD 1
Per share in USD 1
Free cash f low in MUSD
Per share in USD
Net result in MUSD
Per share in USD
Adjusted net result in MUSD
Per share in USD
Net debt
2019
93.3
2,948.7
1,378.2
4.36
1,918.4
6.07
1,271.7
4.03
824.9
2.61
252.7
0.80
2018
81.1
2,640.7
1,718.3
5.07
1,932.5
5.71
663.0
1.96
225.7
0.67
295.3
0.87
4,006.7
3,398.2
1 Excludes the reported after tax accounting gain of MUSD 756.7 on the
divestment of a 2.6 percent working interest in the Johan Sverdrup
project.
56
Lundin Petroleum Annual Report 2019
Financial statements and notes
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of cash fl ow
Consolidated statement of changes in equity
Accounting policies
Notes to the fi nancial statements of the Group
- Note 1 – Revenue and other income
- Note 2 – Production costs
- Note 3 – Segment information
- Note 4 – Finance income
- Note 5 – Finance costs
- Note 6 – Share in result of associated company
- Note 7 – Income taxes
- Note 8 – Gain from sale of assets
- Note 9 – Oil and gas properties
- Note 10 – Other tangible assets
- Note 11 – Goodwill
- Note 12 – Financial assets
- Note 12.1 – Other shares and participations
- Note 13 – Inventories
- Note 14 – Trade and other receivables
- Note 15 – Cash and cash equivalents
- Note 16 – Equity
- Note 16.1 – Share capital and share premium
- Note 16.2 – Other reserves
- Note 16.3 –Retained earnings
- Note 16.4 –Earnings per share
- Note 16.5 –Adjusted earnings per share
- Note 17 – Financial liabilities
- Note 18 – Provisions
- Note 19 – Trade and other payables
- Note 20 – Financial assets and liabilities
58
59
60
61
62
63
69
69
69
69
71
71
71
71
73
73
74
75
75
75
75
75
76
76
76
76
77
77
77
78
78
79
79
- Note 21 – Changes in liabilities with cash fl ow
movements from fi nancing activities
- Note 22 – Financial risks, sensitivity analysis and
derivative instruments
- Note 23 – Pledged assets
- Note 24 – Contingent liabilities and assets
- Note 25 – Related party transactions
- Note 26 – Average number of employees
- Note 27 – Remuneration to the Board of Directors,
Group management and other employees
- Note 28 – Long-term incentive plans
- Note 29 – Remuneration to the Group’s auditors
- Note 30 – Subsequent events
Annual accounts of the Parent Company
Parent Company income statement
Parent Company comprehensive income statement
Parent Company balance sheet
Parent Company statement of cash fl ow
Parent Company statement of changes in equity
81
82
85
85
86
86
87
89
91
91
92
93
93
94
95
95
Notes to the fi nancial statements of the Parent Company 96
96
- Note 1 – Finance income
96
- Note 2 – Finance costs
96
- Note 3 – Income taxes
96
- Note 4 – Other receivables
- Note 5 – Accrued expenses and prepaid income
96
- Note 6 – Pledged assets, contingent liabilities and assets 96
- Note 7 – Remuneration to the auditor
96
- Note 8 – Proposed disposition of unappropriated
earnings
- Note 9 – Shares in subsidiaries
96
97
Board assurance
Auditor’s report
98
99
Lundin Petroleum Annual Report 2019
57
FINANCIAL STATEMENTS AND NOTES
Consolidated Income Statement
for the Financial Year Ended 31 December
Expressed in MUSD
Revenue and other income
Revenue
Gain from sale of assets
Other income
Cost of sales
Production costs
Depletion and decommissioning costs
Exploration costs
Impairment costs of oil and gas properties
Purchase of crude oil from third parties
Gross profi t
General, administration and depreciation expenses
Operating profi t
Net fi nancial items
Finance income
Finance costs
Share in result of associated company
Profi t before tax
Income tax
Net result
Earnings per share – USD
Earnings per share – fully diluted – USD
Adjusted earnings per share – USD
Adjusted earnings per share fully diluted – USD
Note
2019
8
1
2
9
9
9
3
4
5
6
7
16.4
16.4
16.5
16.5
2,158.6
756.7
33.4
2,948.7
-164.8
-443.8
-125.6
-128.3
-84.3
2,001.9
-31.2
1,970.7
27.5
-322.5
-295.0
-1,8
1,673.9
-849.0
824.9
2.61
2.61
0.80
0.80
2018
2,607.9
–
32.8
2,640.7
-152.4
-458.0
-53.2
–
-533.8
1,443.3
-24.6
1,418.7
192.2
-345.4
-153.2
-1.3
1,264.2
-1,038.5
225.7
0.67
0.66
0.87
0.87
58
Lundin Petroleum Annual Report 2019
FINANCIAL STATEMENTS AND NOTES
Consolidated Statement of Comprehensive Income
for the Financial Year Ended 31 December
Expressed in MUSD
Net result
Items that may be subsequently reclassifi ed to profi t or loss:
Exchange differences foreign operations
Cash fl ow hedges
Other comprehensive income
Total comprehensive income
Attributable to:
Shareholders of the Parent Company
Non-controlling interest
2019
824.9
29.0
-82.5
-53.5
771.4
771.4
–
771.4
2018
225.7
1.5
-74.1
-72.6
153.1
153.1
–
153.1
Lundin Petroleum Annual Report 2019
59
FINANCIAL STATEMENTS AND NOTES
Consolidated Balance Sheet
for the Financial Year Ended 31 December
Expressed in MUSD
ASSETS
Non-current assets
Oil and gas properties
Other tangible fi xed assets
Goodwill
Financial assets
Derivative instruments
Total non-current assets
Current assets
Inventories
Trade and other receivables
Derivative instruments
Cash and cash equivalents
Total current assets
TOTAL ASSETS
EQUITY AND LIABILITIES
Equity
Share capital
Additional paid in capital
Other reserves
Retained earnings
Net result
Total equity
Liabilities
Non-current liabilities
Financial liabilities
Provisions
Deferred tax liabilities
Derivative instruments
Total non-current liabilities
Current liabilities
Financial liabilities
Dividends
Trade and other payables
Derivative instruments
Current tax liabilities
Provisions
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
60
Lundin Petroleum Annual Report 2019
Note
2019
2018
9
10
11
12
20
13
14
20
15
16.1
16.1
16.2
16.3
16.3
17
18
7
20
17
19
20
7
18
5,473.2
49.4
128.1
14.3
2.7
5,667.7
40.7
349.5
11.3
85.3
486.8
5,341.1
13.6
128.1
0.4
2.7
5,485.9
36.5
216.6
34.0
66.8
353.9
6,154.5
5,839.8
0.5
326.0
-571.8
-2,178.4
824.9
-1,598.8
3,888.4
528.1
2,412.7
110,8
6,940.0
97.5
106.0
177.4
33.2
343.3
55.9
813.3
7,753.3
6,154.5
0.5
339.7
-518.3
-431.4
225.7
-383.8
3,262.0
489.1
2,103.8
64.9
5,919.8
–
–
200.9
20.0
70.4
12.5
303.8
6,223.6
5,839.8
FINANCIAL STATEMENTS AND NOTES
Consolidated Statement of Cash Flow
for the Financial Year Ended 31 December
Expressed in MUSD
Note
Cash fl ows from operating activities
Net result
Adjustments for:
Gain from sale of assets
Exploration costs
Depletion, depreciation and amortisation
Impairment of oil and gas properties
Current tax
Deferred tax
Long-term incentive plans
Foreign currency exchange gain/loss
Interest expense
Loan modifi cation gain
Loan modifi cation fees
Unwinding of loan modifi cation gain
Amortisation of deferred fi nancing fees
Other
Interest received
Interest paid
Income taxes paid
Changes in working capital:
Changes in inventories
Changes in underlift position
Changes in receivables
Changes in overlift position
Changes in liabilities
Total cash fl ows from operating activities
Cash fl ows from investing activities
Investment in oil and gas properties
Investment in other fi xed assets
Investment in fi nancial assets
Disposal of fi xed assets1
Decommissioning costs paid
Total cash fl ows from investing activities
Cash fl ows from fi nancing activities
Changes in long-term bank loans
Changes in lease commitments2
Financing fees paid
Dividends paid
Share redemption
Purchase of own shares
Total cash fl ows from fi nancing activities
Changes in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Currency exchange difference in cash and cash equivalents
Cash and cash equivalents at the end of the year
21
21
2019
824.9
-756.7
125.6
450.5
128.3
405.8
443.2
14.7
70.8
93.4
–
–
41.5
19.7
17.8
1.8
-177.4
-132.7
-4.2
-0.1
-140.3
-0.8
-47.6
1,378.2
-1,057.8
-2.5
-1,5
959.0
-3.7
-106.5
627.0
-3.4
-3.3
-355.6
-1,517.2
–
-1,252.5
19.2
66.8
-0.7
85.3
2018
225.7
–
53.2
460.6
–
90.4
948.1
14.6
162.5
88.7
-183.7
17.3
26.1
17.8
12.8
1.1
-176.0
-15.8
-2.8
1.1
57.4
–
-80.8
1,718.3
-1,060.1
-3.2
9.3
–
-1.3
-1,055.3
-490.0
–
-17.3
-153.1
–
-14.3
-674.7
-11.7
71.4
7.1
66.8
1 Cash received on the divestment of a 2.6 percent working interest in the Johan Sverdrup fi eld on closing including interest and pro and contra funding
settlement from effective date to completion date as well as working capital balances and incurred expenses
2 Change in lease commitments subsequent to initial recognition of lease commitments based on IFRS16
The effects of currency exchange differences due to the translation of foreign group companies have been excluded as these effects do
not affect the cash fl ow. Cash and cash equivalents comprise cash and short-term deposits maturing within less than three months.
Lundin Petroleum Annual Report 2019
61
FINANCIAL STATEMENTS AND NOTES
Consolidated Statement of Changes in Equity
for the Financial Year Ended 31 December
Expressed in MUSD
Balance at 1 January 2018
Change in accounting principle3
Restated equity at 1 January 2018
Comprehensive income
Net result
Currency translation difference
Cash fl ow hedges
Total comprehensive income
Transactions with owners
Cash distributions
Purchase of own shares
Share based payments4
Value of employee services5
Total transactions with owners
Balance at 31 December 2018
Comprehensive income
Net result
Currency translation difference
Cash fl ow hedges
Total comprehensive income
Transactions with owners
Cash distributions
Share redemption
Bonus issue (sw. fondemission)
Share based payments4
Value of employee services5
Total transactions with owners
Balance at 31 December 2019
Attributable to owners of the Parent Company
Share
capital1
Additional
paid-in-
capital
Other
reserves2
Retained
earnings
Total equity
0.5
–
0.5
–
–
–
–
–
–
–
–
–
0.5
–
–
–
–
–
-0.1
0.1
–
–
–
0.5
527.9
–
527.9
–
–
–
–
-153.1
-14.3
-20.8
–
-188.2
339.7
–
–
–
–
–
–
–
-13.7
–
-13.7
326.0
-350.8
-3.4
-354.2
225.7
1.5
-74.1
153.1
-153.1
-14.3
-20.8
5.5
-182.7
-383.8
824.9
29.0
-82.5
771.4
-445.7
–
-445.7
–
1.5
-74.1
-72.6
–
–
–
–
–
-433.5
-3.4
-436.9
225.7
–
–
225.7
–
–
–
5.5
5.5
-518.3
-205.7
–
29.0
-82.5
-53.5
–
–
–
–
–
–
-571.8
824.9
–
–
824.9
-501.0
-501.0
-1,476.9
-1,477.0
-0.1
–
5.3
-1,972.7
-1,353.5
–
-13.7
5.3
-1,986.4
-1,598.8
1 Lundin Petroleum AB’s issued share capital described in detail in Note 16.1.
2 Other reserves are described in detail in Note 16.2.
3 Relates to change in accounting principle for revenue recognition relating to under/overlift balances as mentioned on page 63.
4 Represents the cost to hedge the equity-settled share-based long-term incentive plan as described in Note 28.
5 Represents the fair value at the date of grant of the equity-settled share-based long-term incentive plan that is recognised over the vesting period as
described in Note 28.
62
Lundin Petroleum Annual Report 2019
FINANCIAL STATEMENTS AND NOTES
Accounting Policies
Basis of preparation
Lundin Petroleum’s annual report has been prepared in
accordance with prevailing International Financial Reporting
Standards (IFRS) and International Financial Reporting
Interpretation Committee (IFRIC) interpretations adopted by
the EU Commission and the Swedish Annual Accounts Act
(1995:1554). In addition, RFR 1 “Supplementary Rules for Groups”
has been applied as issued by the Swedish Financial Reporting
Board. The Parent Company applies the same accounting
policies as the Group, except as specifi ed in the Parent Company
accounting policies on page 92.
The preparation of fi nancial statements in conformity with IFRS
requires the use of certain critical accounting estimates and also
requires management to exercise its judgement in the process
of applying the Group’s accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where
assumptions and estimates are signifi cant to the consolidated
fi nancial statements are disclosed under the headline “Critical
accounting estimates and judgements”. The consolidated
fi nancial statements have been prepared under the historical cost
convention, except for items that are required to be accounted
for at fair value as detailed in the Group’s accounting policies.
Intercompany transactions and balances have been eliminated.
Accounting standards, amendments and interpretations
As from 1 January 2019, Lundin Petroleum has applied the
following new accounting standards:
IFRS 16 Leases, the standard requires recognition in the balance
sheet for each contract, with some exceptions, that meets the
defi nition of a lease as a right of use asset and lease liability,
while lease payments are to be refl ected as interest expense and
a reduction of lease liability. Effective from 1 January 2019, the
Group has made the following transition choices in relation to IFRS
16: (a) application of the modifi ed retrospective method, (b) right
of use assets will be measured at an amount equal to the lease
liability and (c) leases with a less than 12 months remaining lease
term at year end 2018 will not be refl ected as leases. The Group
has made the following application policy choice: short-term leases
(less than 12 months) and leases of low value assets will not be
refl ected in the balance sheet, but will be expensed as incurred.
Lundin Petroleum has assessed the impact of IFRS 16 on the
fi nancial statements of the Group and only identifi ed one
relevant contract containing a lease with no material impact on
the fi nancial statements of the Group. The Company accounted
for right of use assets and lease commitments amounting to
MUSD 36.6 per effective date 1 January 2019.
Lundin Petroleum has changed its accounting principle for
revenue recognition relating to under/overlift balances due
to developments in IFRIC discussion. The Group previously
recognized income based on its produced volumes (entitlement
method) for the period. Lundin Petroleum has decided to change
the accounting treatment of such under/overlift so that income
will refl ect sold volumes (sales method). This means that changes
in under/overlift balances are no longer reported as other
income valued at market price, but will instead be reported as an
adjustment to cost valued at production cost including depletion.
Comparative fi gures have been restated in line with IAS 8 as per
the following table:
MUSD
Reported net result previous year
Changes due to change in accounting principle
Adjustment in other income
Adjustment in production costs
Adjustment in deferred tax
Impact of change in accounting principle
Restated net result previous year
2018
222.1
23.3
-7.0
-12.7
3.6
225.7
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control.
The Group controls an entity when it is exposed to, or has rights
to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the
entity. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when
assessing the Group’s control. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group and
are de-consolidated from the date that control ceases.
The Group applies the acquisition method to account for
business combinations. The consideration transferred for
the acquisition of a subsidiary is the fair values of the assets
transferred, the liabilities incurred to the former owners of
the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or
liability resulting from a contingent consideration arrangement.
Identifi able assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date.
The non-controlling interest in a subsidiary represents the
portion of the subsidiary not owned by the Group. The equity
of the subsidiary relating to the non-controlling shareholders is
shown as a separate item within equity for the Group. The Group
recognises any non-controlling interest on an acquisition-by-
acquisition basis, either at fair value or at the non-controlling
interest’s proportionate share of the recognised amounts of the
acquiree’s identifi able net assets.
Inter-company transactions, balances, income and expenses
on transactions between group companies are eliminated.
Profi ts and losses resulting from intercompany transactions are
also eliminated. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies
adopted by the group.
Joint arrangements
Oil and gas operations are conducted by the Group as co-licences
in unincorporated joint operations with other companies, These
joint operations are a type of joint arrangement whereby the
parties have joint control. The Group’s fi nancial statements
account for the production, capital costs, operating costs and
current assets and liabilities relating to its working interests in
joint arrangements.
Information about incorporated joint arrangements is available
on www.lundin-petroleum.com/operations/
Lundin Petroleum Annual Report 2019
63
FINANCIAL STATEMENTS AND NOTES | Accounting Policies
Associated companies
An investment in an associated company is an investment in
an undertaking where the Group exercises signifi cant infl uence
but not control, generally accompanying a shareholding of at
least 20 percent but not more than 50 percent of the voting
rights. Such investments are accounted for in the consolidated
fi nancial statements in accordance with the equity method
and are initially recognised at cost. The difference between
the acquisition cost of shares in an associated company and
the net fair value of the assets, liabilities and contingent
liabilities of the associated company recognised at the date of
acquisition is recognised as goodwill. The goodwill is included
within the carrying amount of the investment and is assessed
for impairment as part of the investment. The Group’s share
in the post-acquisition results of the associated company is
recognised in the income statement and the Group’s share in
post-acquisition movements in other comprehensive income
of the associated company are recognised directly in other
comprehensive income of the Group. When the Group’s
accumulated share of losses in an associated company equals or
exceeds its interest in the associated company, the Group does
not recognise further losses, unless it has incurred obligations or
made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its
associates are eliminated to the extent of the Group’s percentage
in the associates. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the asset
transferred.
Foreign currencies
Items included in the fi nancial statements of each of the
Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (functional
currency). The consolidated fi nancial statements are presented
in US Dollars, which is the currency the Group has elected to
use as the presentation currency.
Transactions and balances
Monetary assets and liabilities denominated in foreign
currencies are translated at the rates of exchange prevailing
at the balance sheet date and foreign exchange currency
differences are recognised in the income statement. Transactions
in foreign currencies are translated at exchange rates prevailing
at the transaction date. Exchange differences are included in
fi nance income/costs in the income statement except deferred
exchange differences on qualifying cash fl ow hedges which are
recorded in other comprehensive income.
Presentation currency
The balance sheets and income statements of foreign Group
companies are translated for consolidation purposes using the
current rate method. All assets and liabilities are translated at
the balance sheet date rates of exchange, whereas the income
statements are translated at average rates of exchange for the
year, except for transactions where it is more relevant to use the
rate of the day of the transaction. The translation differences
which arise are recorded directly in the foreign currency
translation reserve within other comprehensive income. Upon
disposal of a foreign operation, the translation differences
relating to that operation will be transferred from equity to the
income statement and included in the result on sale. Translation
differences arising from net investments in subsidiaries, used for
fi nancing exploration activities, are recorded directly in other
comprehensive income.
For the preparation of the annual fi nancial statements, the
following currency exchange rates have been used.
31 December 2019
31 December 2018
Average Period end
Average Period end
1 USD equals NOK
8.8003
8,7803
8.1329
1 USD equals EUR
0.8932
0.8902
0,8464
1 USD equals SEK
9.4581
9.2993
8.6921
8.6885
0,8734
8.9562
Classification of assets and liabilities
Non-current assets, long-term liabilities and provisions consist
of amounts that are expected to be recovered or paid more than
twelve months after the balance sheet date. Current assets and
current liabilities consist solely of amounts that are expected
to be recovered or paid within twelve months after the balance
sheet date.
Oil and gas properties
Oil and gas properties are recorded at historical cost less
depletion. All costs for acquiring concessions, licences or
interests in production sharing contracts and for the survey,
drilling and development of such interests are capitalised on a
fi eld area cost centre basis.
Costs directly associated with an exploration well are capitalised.
If it is determined that a commercial discovery has not been
achieved, these exploration costs are charged to the income
statement. During the exploration and development phases,
no depletion is charged. The fi eld will be transferred from the
non-production cost pool to the production cost pool within oil
and gas properties once production commences, and accounted
for as a producing asset. Routine maintenance and repair costs
for producing assets are expensed as production costs when they
occur.
Net capitalised costs to reporting date, together with anticipated
future capital costs for the development of the proved and
probable reserves determined at the balance sheet date price
levels, are depleted based on the year’s production in relation
to estimated total proved and probable reserves of oil and gas,
in accordance with the unit of production method. Depletion of
a fi eld area is charged to the income statement through cost of
sales once production commences.
Proved reserves are those quantities of petroleum which, by
analysis of geological and engineering data, can be estimated
with reasonable certainty to be commercially recoverable, from
a given date forward, from known reservoirs and under current
economic conditions, operating methods and governmental
regulations. Proved reserves can be categorised as developed
or undeveloped. If deterministic methods are used, the term
reasonable certainty is intended to express a high degree of
confi dence that the quantities will be recovered. If probabilistic
methods are used, there should be at least a 90 percent
probability that the quantities actually recovered will equal or
exceed the estimates.
64
Lundin Petroleum Annual Report 2019
Probable reserves are those unproved reserves which analysis
of geological and engineering data indicate are less likely to be
recovered than Proved reserves but more certain to be recovered
than Possible reserves. It is equally likely that actual remaining
quantities recovered will be greater than or less than the sum of
the estimated Proved plus Probable reserves (2P). In this context,
when probabilistic methods are used, there should be at least a
50 percent probability that the actual quantities recovered will
equal or exceed the 2P estimate.
Proceeds from the sale or farm-out of oil and gas concessions in
the exploration stage are offset against the related capitalised
costs of each cost centre, with any excess of net proceeds over
the costs capitalised included in the income statement. In the
event of a sale in the exploration stage, any defi cit is included in
the income statement.
value of the net assets acquired, the difference is recognised in
profi t or loss.
Goodwill is also recognised as the offsetting accounting entry to
the deferred tax liability booked on the difference between the
assigned fair value of an asset and the related tax base acquired
in a business combination.
Impairment of assets including goodwill
At each balance sheet date the Group assesses whether there
is an indication that an asset may be impaired. Where an
indicator of impairment exists or when impairment testing for
an asset is required, the Group makes a formal assessment of
the recoverable amount. Where the carrying value of an asset
exceeds its recoverable amount the asset is considered impaired
and is written down to its recoverable amount.
Impairment tests are performed annually or when there are
facts and circumstances that suggest that the carrying value
of an asset capitalised costs within each fi eld area less any
provision for site restoration costs, royalties and deferred
production or revenue related taxes is higher than the
anticipated future net cash fl ow from oil and gas reserves
attributable to the Group’s interest in the related fi eld areas.
Capitalised costs cannot be carried unless those costs can be
supported by future cash fl ows from that asset. Provision
is made for any impairment, where the net carrying value,
according to the above, exceeds the recoverable amount, which
is the higher of value in use and fair value less costs to sell,
determined through estimated future discounted net cash fl ows
using prices and cost levels used by Group management in their
internal forecasting. If there is no decision to continue with a
fi eld specifi c exploration programme, the costs will be expensed
at the time the decision is made.
Other tangible assets
Other tangible assets are stated at cost less accumulated
depreciation. Depreciation is based on cost and is calculated on
a straight line basis over the estimated economic life of 20 years
for real estate and three to fi ve years for offi ce equipment and
other assets.
Additional costs to existing assets are included in the assets’ net
book value or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefi ts associated
with the item will fl ow to the Group and the cost of the item can
be measured reliably. The net book value of any replaced parts
is written off. Other additional expenses are deemed to be repair
and maintenance costs and are charged to the income statement
when they are incurred.
The net book value is written down immediately to its
recoverable amount when the net book value is higher. The
recoverable amount is the higher of an asset’s fair value less cost
to sell and value in use.
Goodwill
Goodwill is initially measured as the excess of the aggregate
of the consideration transferred and the fair value of non-
controlling interest over the net identifi able assets acquired and
liabilities assumed. If this consideration is lower than the fair
The recoverable amount is the higher of fair value less costs to
sell and value in use. Value in use is calculated by discounting
estimated future cash fl ows to their present value using a
discount rate that refl ects current market assessments of the
time value of money and the risks specifi c to the asset. When
the recoverable amount is less than the carrying value an
impairment loss is recognised with the expensed charge to the
income statement. If indications exist that previously recognised
impairment losses no longer exist or are decreased, the
recoverable amount is estimated. When a previously recognised
impairment loss is reversed the carrying amount of the asset
is increased to the estimated recoverable amount but the
increased carrying amount may not exceed the carrying amount
after depreciation that would have been determined had no
impairment loss been recognised for the asset in prior years.
Financial assets and liabilities
Assets and liabilities are recognised initially at fair value plus
transaction costs and subsequently measured at amortised cost
unless stated otherwise. Financial assets are derecognised when
the rights to receive cash fl ows from the investments have
expired, or have been transferred and the Group has transferred
substantially all risks and rewards of ownership.
Lundin Petroleum recognises the following fi nancial assets and
liabilities:
Financial Assets at Amortised Cost
Financial assets that are held for collection of contractual
cash fl ows where those cash fl ows represent solely payments
of principal and interest are measured at amortised cost. The
Group’s loans and receivables consist of fi xed or determined
cash fl ows related solely to principal and interest amounts
or contractual sales of oil and gas. The Group’s intent is to
hold these receivables until cash fl ows are collected. Loans
and receivables are recognised initially at fair value, net of
any transaction costs incurred and subsequently measured at
amortised cost.
Financial assets at Fair Value through Profi t or Loss (FVTPL)
Financial assets measured at FVTPL are assets which do not
qualify as fi nancial assets at amortised cost or at fair value
through other comprehensive income.
Lundin Petroleum Annual Report 2019
65
FINANCIAL STATEMENTS AND NOTES | Accounting Policies
Financial Liabilities at Amortised Cost
Financial liabilities are measured at amortised cost, unless they
are required to be measured at FVTPL, or the Group has opted
to measure them at FVTPL. Borrowings and accounts payable
are recognised initially at fair value, net of any transaction costs
incurred, and subsequently at amortised cost using the effective
interest method.
Financial Liabilities at FVTPL
Financial liabilities measured at FVTPL are liabilities which
include embedded derivatives and cannot be classifi ed as
amortised cost.
Impairment of Financial Assets
The measurement of impairment of fi nancial assets is based
on the expected credit losses model. For the trade and other
receivables, the Group applies the simplifi ed approach which
requires the use of the lifetime expected loss provision for
all trade receivables. In estimating the lifetime expected loss
provision, the Group considered historical industry default
rates as well as credit ratings of major customers. Additional
disclosure related to the Group’s fi nancial assets is included in
Note 20.
Derivatives used for hedging
Derivative fi nancial instruments are used to manage economic
exposure to market risks relating to foreign currency exchange
rates and interest rates. Policies and procedures are in place
with respect to required documentation and approvals for the
use of derivative fi nancial instruments. Derivative fi nancial
instruments are initially recognised at fair value on the date
a derivative contract is entered into and are subsequently
remeasured at their fair value. Where specifi c fi nancial
instruments are executed, The Group assesses, both at the time
of purchase and on an ongoing basis, whether the fi nancial
instrument used in the particular transaction is effective in
offsetting changes in fair values or cash fl ows of the transaction.
The Group has only cash fl ow hedges which qualify for hedge
accounting. The effective portion of changes in the fair value
of derivatives that qualify as cash fl ow hedges are recognised
in other comprehensive income. The gain or loss relating
to the ineffective portion, if any, is recognised immediately
in the income statement. Amounts accumulated in other
comprehensive income are transferred to the income statement
in the period when the hedged item will affect the income
statement. When a hedging instrument no longer meets the
requirements for hedge accounting, expires or is sold, any
accumulated gain or loss recognised in other comprehensive
income remains in shareholders’ equity until the forecast
transaction no longer is expected to occur, at which point it is
transferred to the income statement.
Inventories
Inventories of consumable well supplies are stated at the lower
of cost and net realisable value, cost being determined on a
weighted average cost basis. Net realisable value is the estimated
selling price in the ordinary course of business, less applicable
variable selling expenses. Inventories of hydrocarbons and
under or overlift positions of hydrocarbons are stated at
the lower of cost and net realisable value. An underlift of
production from a fi eld is included in the current receivables
and an overlift of production from a fi eld is included in the
current liabilities. See also section Accounting standards,
amendments and interpretations on page 63 for change in
accounting principles relating to under/overlift balances.
Cash and cash equivalents
Cash and cash equivalents include cash at bank, cash in hand
and interest bearing securities with original maturities of three
months or less.
Equity
Share capital consists of the registered share capital for the
Parent Company. Share issue costs associated with the issuance
of new equity are treated as a direct reduction of proceeds.
Excess contribution in relation to the issuance of shares is
accounted for in the item additional paid-in-capital.
Where any Group company purchases the Company’s equity
share capital (treasury shares), the consideration paid, including
any directly attributable incremental costs (net of income taxes)
is deducted from equity attributable to the Company’s equity
holders until these shares are cancelled or sold. Where these
shares are subsequently sold, any consideration received, net
of any directly attributable incremental transaction costs and
related income tax effects, is included in equity attributable to
the Company’s equity holders.
The change in fair value of hedging instruments which qualify
for hedge accounting is accounted for in the hedge reserve.
Upon settlement of the hedge instrument, the hedged item will
be transferred to the income statement. The currency translation
reserve contains unrealised translation differences due to the
conversion of the functional currencies into the presentation
currency.
Retained earnings contain the accumulated results attributable
to the shareholders of the Parent Company.
Provisions
A provision is reported when the Company has a legal or
constructive obligation as a consequence of an event and
when it is more likely than not that an outfl ow of resources is
required to settle the obligation and a reliable estimate can be
made of the amount.
Provisions are measured at the present value of the expenditures
expected to be required to settle the obligation using a discount
rate that refl ects current market assessments of the time value
of money and the risks specifi c to the obligation. The increase
in the provision due to passage of time is recognised as fi nance
costs.
On fi elds where the Group is required to contribute to site
restoration costs, a provision is recorded to recognise the future
commitment. An asset is created, as part of the oil and gas
property, to represent the discounted value of the anticipated
site restoration liability and depleted over the life of the fi eld
on a unit of production basis. The corresponding accounting
entry to the creation of the asset recognises the discounted value
of the future liability. The discount applied to the anticipated
site restoration liability is subsequently released over the life
of the fi eld and is charged to fi nancial expenses. Changes in
66
Lundin Petroleum Annual Report 2019
site restoration costs and reserves are treated prospectively and
consistent with the treatment applied upon initial recognition.
Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently stated
at amortised costs using the effective interest method, with
interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the
amortised cost of a fi nancial liability and of allocating interest
expense over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash payments
through the expected life of the fi nancial liability, or a shorter
period where appropriate.
Revenue
Revenues from the sale of oil and gas are recognised in the
income statement net of royalties taken in kind. Sales of oil
and gas are recognised upon delivery of products and customer
acceptance. Incidental revenues from the production of oil and
gas are offset against capitalised costs of the related cost centre
until quantities of proven and probable reserves are determined
and commercial production has commenced.
Service income, generated by providing technical and
management services to joint operations, is recognised upon
performance of services and is recognised as other income.
Borrowing costs
Borrowing costs attributable to the acquisition, construction or
production of qualifying assets are added to the cost of those
assets. Qualifying assets are assets that take a substantial period
of time to complete for their intended use or sale. Investment
income earned on the temporary investment of specifi c
borrowings pending to be used for the qualifying asset, is
deducted from the borrowing costs eligible for capitalisation.
This applies on the interest on borrowings to fi nance fi elds
under development which is capitalised within oil and gas
properties until production commences. All other borrowing
costs are recognised in the income statement in the period
in which they occur. Interest on borrowings to fi nance the
acquisition of producing oil and gas properties is charged to the
income statement as incurred.
Employee benefits
Short-term employee benefi ts
Short-term employee benefi ts such as salaries, social premiums
and holiday pay, are expensed when incurred.
Pension obligations
Pensions are the most common long-term employee benefi ts.
The pension schemes are funded through payments to insurance
companies. The Group’s pension obligations consist mainly of
defi ned contribution plans. A defi ned contribution plan is a
pension plan under which the Group pays fi xed contributions.
The Group has no further payment obligations once the
contributions have been paid. The contributions are recognised
as an expense when they are due.
The Group has one obligation under a defi ned benefi t plan.
The relating liability recognised in the balance sheet is valued
at the discounted estimated future cash outfl ows as calculated
by an external actuarial expert. Actuarial gains and losses are
recognised in other comprehensive income. The Group does not
have any designated plan assets.
Share-based payments
Cash-settled share-based payments are recognised in the
income statement as expenses during the vesting period and
as a liability in relation to the long-term incentive plan. The
liability is measured at fair value and revalued using the Black
& Scholes pricing model at each balance sheet date and at the
date of settlement, with any change in fair value recognised in
the income statement for the period. Equity-settled share-based
payments are recognised in the income statement as expenses
during the vesting period and as equity in the Balance Sheet.
The option is measured at fair value at the date of grant using an
options pricing model and is charged to the income statement
over the vesting period without revaluation of the value of the
option.
Income taxes
The components of tax are current and deferred. Tax is
recognised in the income statement, except to the extent that it
relates to items recognised in other comprehensive income or
directly in equity, in which case it is matched.
Current tax is tax that is to be paid or received for the year
in question and also includes adjustments of current tax
attributable to previous periods.
Deferred income tax is a non-cash charge provided, using the
liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying
values. Temporary differences can occur, for example, where
investment expenditure is capitalised for accounting purposes
but the tax deduction is accelerated, or where site restoration
costs are provided for in the fi nancial statements but not
deductible for tax purposes until they are actually incurred.
However, the deferred income tax is not accounted for if it arises
from initial recognition of an asset or liability in a transaction
other than a business combination that at the time of the
transaction affects neither accounting nor taxable profi t nor
loss. Deferred income tax is provided on temporary differences
arising on investments in subsidiaries and associates, except
where the timing of the reversal of the temporary difference is
controlled by the Group and it is probable that the temporary
difference will not reverse in the foreseeable future. Deferred
income tax is determined using tax rates (and laws) that have
been enacted or substantively enacted by the balance sheet date
and are expected to apply when the related deferred income tax
asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it
is probable that future taxable profi t will be available against
which the temporary differences can be utilised.
Deferred tax assets are offset against deferred tax liabilities in
the balance sheet where they relate to the same jurisdiction.
Lundin Petroleum Annual Report 2019
67
FINANCIAL STATEMENTS AND NOTES | Accounting Policies
Information about the carrying amounts of the oil and gas
properties and impairment of oil and gas properties is presented
in Note 3 and Note 9.
Provision for site restoration
Amounts used in recording a provision for site restoration are
estimates based on current legal and constructive requirements
and current technology and price levels for the removal of
facilities and plugging and abandoning of wells. Due to changes
in relation to these items, the future actual cash outfl ows in
relation to the site decommissioning and restoration can be
different. To refl ect the effects due to changes in legislation,
requirements and technology and price levels, the carrying
amounts of site restoration provisions are reviewed on a regular
basis.
The effects of changes in estimates do not give rise to prior year
adjustments and are treated prospectively over the estimated
remaining commercial reserves of each fi eld. While the Group
uses its best estimates and judgement, actual results could differ
from these estimates.
Information about the carrying amounts of the Provision for site
restoration is presented in Note 18.
Income tax
A tax liability is recognised when a future payment, in
application of a tax regulation, is considered probable and can
be reasonably estimated. The exercise of judgment is required to
assess the impact of new events on the amount of the liability.
Deferred tax assets are recognised for unused tax losses to the
extent that it is probable that future taxable profi ts will be
available against which the losses can be utilised. Estimation
and judgement is required to determine the value of the
deferred tax asset, based upon the timing and level of future
taxable profi ts.
Events after the balance sheet date
All events up to the date when the fi nancial statements were
authorised for issue and which have a material effect in the
fi nancial statements have been disclosed. Subsequent events are
presented in Note 30.
Segment reporting
Operating segments are reported in a manner consistent with
the internal reporting provided to the chief operating decision
maker being Group management, which, due to the unique
nature of each country’s operations, commercial terms or fi scal
environment, is at a country level. Information for segments
is only disclosed when applicable. Segmental information is
presented in Note 3, Note 7 and Note 9.
Critical accounting estimates and judgements
The management of Lundin Petroleum has to make estimates
and judgements when preparing the fi nancial statements of the
Group. Uncertainties in the estimates and judgements could
have an impact on the carrying amount of assets and liabilities
and the Group’s result. The most important estimates and
judgements in relation thereto are:
Estimates in oil and gas reserves
Estimates of oil and gas reserves are used in the calculations
for impairment tests and accounting for depletion and site
restoration. Standard recognised evaluation techniques are used
to estimate the proved and probable reserves. These techniques
take into account the future level of development required to
produce the reserves. An independent reserves auditor reviews
these estimates, see page 109 Reserve Quantity Information.
Changes in estimates of oil and gas reserves, resulting in
different future production profi les, will affect the discounted
cash fl ows used in impairment testing, the anticipated date of
site decommissioning and restoration and the depletion charges
in accordance with the unit of production method. Changes
in estimates in oil and gas reserves could for example result
from additional drilling, observation of long-term reservoir
performance or changes in economic factors such as oil price
and infl ation rates.
Information about the carrying amounts of the oil and gas
properties and the amounts charged to income, including
depletion, exploration costs, and impairment costs is presented
in Note 9.
Impairment of oil and gas properties
Key assumptions in the impairment models relate to prices
and costs that are based on forward curves and the long-term
corporate assumptions. Lundin Petroleum carried out its annual
impairment tests in conjunction with the annual reserves
audit process. The calculation of the impairment requires the
use of estimates. For the purpose of determining a potential
impairment the assumptions that management uses to estimate
the future cash fl ows to calculate the recoverable amounts are
future oil and gas prices and expected production volumes.
These assumptions and judgements of management that are
based on them are subject to change as new information
becomes available. Changes in economic conditions can also
affect the rate used to discount future cash fl ow estimates and
the discount rate applied is reviewed throughout the year.
Goodwill relating to acquisitions of oil and gas properties forms
part of the impairment testing of oil and gas properties and is
tested at least once a year.
68
Lundin Petroleum Annual Report 2019
FINANCIAL STATEMENTS AND NOTES
Notes to the Financial Statements
of the Group
Note 1 Revenue and Other Income
MUSD
Revenue
Crude oil from own production
Crude oil from third party activities
Condensate
Gas
Net sales of oil and gas
Gain from sale of assets
Other income
Revenue and other income
2019
2018
1,939.8
84.3
41.4
93.1
2,158.6
756.7
33.4
2,948.7
1,877.6
536.1
41.8
152.4
2,607.9
–
32.8
2,640.7
2018
102.5
35.2
7.0
0.6
7.1
152.4
For further information on revenue, see the Directors Report on page 26.
Note 2 Production Costs
MUSD
Cost of operations
Tariff and transportation expenses
Change in under/over lift position
Change in inventory position
Other production costs
Production costs
2019
118.1
46.3
-0.9
-2.8
4.1
164.8
For further information on production costs, see the Directors Report on pages 26–27.
Note 3 Segment Information
The Group operates within several geographical areas with a focus on Norway. Operating segments are reported at country level which is
consistent with the internal reporting provided to Group management.
The following tables present segment information regarding; revenue and other income, production costs, depletion and decommissioning
costs, exploration costs, impairment costs of oil and gas properties, loss from sale of assets, other cost of sales, gross profi t/loss and certain asset
and liability information regarding the Group’s business segments. In addition segment information is reported in Note 7 and Note 9.
Revenues are derived from various external customers. There were no intercompany sales or purchases in the year or in the previous year
other than to Lundin Petroleum Marketing SA which performs marketing activities for Norway. These intercompany transactions are reported
into segment Norway and therefore there are no reconciling items towards the amounts stated in the income statement. Within each segment,
revenues from transactions with a single external customer amount to ten percent or more of revenue for that segment. Approximately 35
percent of the total revenue is contracted with one customer. The Parent Company is included in Other in the following table.
Lundin Petroleum Annual Report 2019
69
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 3 continued
MUSD
Norway
Crude oil from own production
Condensate
Gas
Net sales of oil and gas
Gain from sale of assets
Other income
Revenue and other income
Production costs
Depletion and decommissioning costs
Exploration costs
Impairment costs of oil and gas properties
Gross profi t
Other
Crude oil from third party activities
Revenue
Purchase of crude oil from third parties
Gross profi t
2019
2018
1,939.8
41.4
93.1
2,074.3
756.7
33.4
2,864.4
-164.8
-443.8
-125,6
-128.3
2,001.9
84.3
84.3
-84.3
0.0
1,877.6
41.8
152.4
2,071.8
–
32.8
2,104.6
-152.4
-458.0
-53.2
–
1,441.0
536.1
536.1
-533.8
2.3
MUSD
2019
2018
Total
Crude oil from own production
Crude oil from third party activities
Condensate
Gas
Net sales of oil and gas
Gain from sale of assets
Other income
Revenue and other income
Production costs
Depletion and decommissioning costs
Exploration costs
Impairment costs of oil and gas properties
Purchase of crude oil from third parties
Gross profi t
MUSD
Norway
Sweden
Other
Corporate
Intercompany balance elimination
Assets/liabilities per country
Shareholders’ equity
Total equity for the Group
1,939.8
84.3
41.4
93.1
2,158.6
756.7
33,4
2,948.7
-164.8
-443.8
-125.6
-128.3
-84.3
2,001.9
2019
6,114.2
122.5
296.0
2,399.7
-2,777.9
6,154.5
N/A
N/A
1,877.6
536.1
41.8
152.4
2,607.9
–
32.8
2,640.7
-152.4
-458.0
-53.2
–
-533.8
1,443.3
Assets
Equity and Liabilities
2018
2019
5,760.0
3.9
104.8
2,596.8
-2,625.7
5,839.8
N/A
N/A
5,774.0
109.2
299.6
4,348.4
-2,777.9
7,753.3
-1,598.8
-1,598.8
2018
5,203.3
3.7
104.2
3,538.1
-2,625.7
6,223.6
-383.8
-383.8
5,839.8
Total consolidated
6,154.5
5,839.8
6,154.5
For detailed information of the oil and gas properties per country, see also Note 9.
For further information on revenue and other income, production costs, depletion and decommissioning costs, exploration costs,
impairment costs of oil and gas properties, loss from sale of assets and other cost of sales, see the Directors Report on pages 26–27.
70
Lundin Petroleum Annual Report 2019
Note 4 Finance Income
MUSD
Loan modifi cation gain
Interest income
Gain on interest rate hedge settlement
Fair value change of other shares
Finance income
2019
–
1.8
25.7
–
27.5
For further information on fi nance income, see the Directors Report on page 27.
Note 5 Finance Costs
MUSD
Foreign currency exchange loss, net
Interest expense
Unwinding of site restoration discount
Amortisation of deferred fi nancing fees
Loan facility commitment fees
Loan modifi cation fees
Unwinding of loan modifi cation gain
Other
Finance costs
2019
131.7
93.4
17.9
19.7
10.9
–
41.5
7.4
322.5
2018
183.7
1.7
3.5
3.3
192.2
2018
164.9
88.7
16.4
17.8
13.0
17.3
26.1
1.2
345.4
Exchange rate variations result primarily from fl uctuations in the value of the USD currency against a pool of currencies which mainly
includes, amongst others, EUR and NOK. Lundin Petroleum has USD denominated debt recorded in subsidiaries using a functional currency
other than USD. For further information on the foreign exchange movement, see the Directors Report on pages 27–28.
For further information on fi nance costs, see the Directors Report on pages 27–28.
Note 6 Share in Result of Associated Company
MUSD
Group´s share of net result
Total result from share in result of associated company
2019
1.8
1.8
2018
1.3
1.3
The result from share in associated company consisted of the 70 percent non-controlling equity share of the result of Mintley Caspian Ltd
owned by Lundin Petroleum.
Note 7 Income Taxes
Tax charge
MUSD
Current tax
Norway
Switzerland
Current tax
Deferred tax
Norway
Deferred tax
Total tax
2019
405.2
0.6
405.8
443.2
443.2
849.0
2018
89.0
1.4
90.4
948.1
948.1
1,038.5
For further information on income taxes, see the Directors Report on page 28.
Lundin Petroleum Annual Report 2019
71
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 7 continued
The tax on the Group’s profi t before tax differs from the theoretical amount that would arise using the tax rate of Sweden as follows:
MUSD
Profi t before tax
Tax calculated at the corporate tax rate in Sweden 21.4% (22%)
Effect of foreign tax rates
Tax effect of expenses non-deductible for tax purposes
Tax effect of uplift on expenses
Tax effect of income not subject to tax
Tax effect of utilisation of unrecorded tax losses
Tax effect of creation of unrecorded tax losses
Adjustments to prior year tax assessments
Tax credit
2019
1,673.9
-358.2
-1,091.6
-85.1
83.1
615.4
0.6
-6.1
-7.1
-849.0
2018
1,264.2
-278.1
-824.3
-63.6
103.1
31.2
–
-5.7
-1.1
-1,038.5
The tax rate in Norway is 78 percent and is the primary reason for the effect of foreign tax rates in the table above. The effect of non-deductible
expenses mainly relates to non-deductible foreign currency exchange losses and interest charges. The uplift on expenses relates to uplift on
development expenses for oil and gas assets in Norway. The effect of non-taxable income mainly relates to the presentation of the gain from
the sale of 2.6 percent of Johan Sverdrup on an after tax basis, see also Note 8.
There is no tax charge/credit relating to components of other comprehensive income.
Corporation tax liability - current and deferred
MUSD
Norway
Switzerland
Total
Specifi cation of deferred tax assets and tax liabilities 1
MUSD
Deferred tax assets
Unused uplift/tax loss carry forwards
Other deductible temporary differences
Deferred tax liabilities
Accelerated allowances
Deferred tax on excess values
2019
342.7
0.6
343.3
2019
–
44.0
44.0
2,456.2
0.5
2,456.7
Current
Deferred
2018
69.5
0.9
70.4
2019
2,412.7
–
2,412.7
2018
2,103.8
–
2,103.8
2018
184.9
13.6
198.5
2,301.6
0.7
2,302.3
1 The specifi cation of deferred tax assets and tax liabilities does not agree to the face of the balance sheet due to the netting off of balances in the balance
sheet when they relate to the same jurisdiction.
The deferred tax liability arises mainly on accelerated allowances, being the difference between the book and the tax value of oil and gas
properties in Norway. The deferred tax liability will be released over the life of the assets as the book value is depleted for accounting purposes.
Unrecognised tax losses
The Group has Dutch tax loss carry forwards of approximately MUSD 36 (MUSD 34). The tax losses can be carried forward and utilised for up to
nine years. The related deferred tax asset has not been recognised due to the uncertainty of the timing and extent of the utilisation of the tax
losses.
The Group also has Swedish tax loss carry forwards of approximately MUSD 106 (MUSD 83). The related deferred tax asset has not been
recognised due to the uncertainty of the timing and extent of the utilisation of the tax losses.
72
Lundin Petroleum Annual Report 2019
Note 8 Gain from Sale of Assets
In July 2019, Lundin Petroleum entered into a sales and purchase agreement for the sale of a 2.6 percent working interest in the Johan
Sverdrup development project to Equinor. The transaction decreased the Company’s working interest in the Johan Sverdrup development
project to 20 percent. The transaction involved a cash consideration payable by Equinor of MUSD 962.0, which includes a nominal MUSD 52.0
contingent payment on future reserve reclassifi cations. The transaction was completed in August 2019, with economic effect from 1 January
2019. The transaction was accounted for at closing resulting in a net after tax accounting gain of MUSD 756.7 arising from the difference
between the consideration received and the book value of the associated assets being divested. The accounting gain is reported as gain from
sale of assets as detailed in the following table. The gain from the sale is presented on an after tax basis as the consideration is determined net
after tax based on the Norwegian Petroleum Tax regulations. There are no gains or losses from sale of assets in 2018.
MUSD
Assets
Oil and gas properties
Total assets divested
Liabilities
Site restoration provision
Deferred tax liabilities
Working capital
Total liabilities divested
Net assets divested
Consideration received1
Incurred expenses
Net after tax accounting gain
2019
343.7
343.7
16.2
108.9
4.0
129.1
214.6
974.0
-2.7
756.7
1 Includes fair value of the contingent consideration on future reserve reclassifi cations, received interest and pro and contra funding settlement from
effective date to completion date as well as working capital balances.
Note 9 Oil and Gas Properties
MUSD
Production cost pools
Non-production cost pools
Production cost pools
MUSD
Cost
1 January
Additions
Reclassifi cation from non-production cost pools
Change in estimates
Currency translation difference
31 December
Depletion
1 January
Depletion charge for the year
Currency translation difference
31 December
Net book value
31 December
2019
31 December
2018
4,065.3
1,407.9
5,473.2
Norway
2019
4,751.3
95.5
2,687.9
2.3
-85.5
7,451.5
-2,992.0
-424.4
30.2
-3,386.2
4,065.3
1,759.3
3,581.8
5,341.1
Norway
2018
4,892.0
161.5
–
-15.4
-286.8
4,751.3
-2,722.3
-451.7
182.0
-2,992.0
1,759.3
Depletion amounted to MUSD 424.4 (MUSD 451.7) and is included within the depletion and decommissioning costs line in the income
statement.
Lundin Petroleum Annual Report 2019
73
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 9 continued
Non-production cost pools
MUSD
1 January
Additions
Reclassifi cation to production cost pools
Disposals
Expensed exploration costs
Impairment costs of oil and gas properties
Change in estimates
Currency translation difference
31 December
Norway
2019
3,581.8
1,115.4
-2,687.9
-343.7
-125.6
-128.3
1.4
-5.2
1,407.9
Norway
2018
2,767.4
1,087.4
–
–
-53.2
–
-6.7
-213.1
3,581.8
Impairment
Lundin Petroleum carried out its impairment testing at 31 December 2019 on an asset basis in conjunction with the annual reserves audit
process. In the assessment Lundin Petroleum used a combination of the oil price forward curve at year end and the price deck as used by ERCE
for the year-end 2019 reserves certifi cation process as a basis for its price forecast, a future cost infl ation factor of 2% (2%) per annum and a
discount rate of 8% (8%) to calculate the future post-tax cash fl ows. Non-cash impairment costs amounted to MUSD 128.3 (MUSD –) with the
impairment costs relating to certain licences in the Barents Sea of which future economic development is considered uncertain.
Capitalised borrowing costs
During 2019, MUSD 85.7 (MUSD 87.6) of capitalised interest costs were added to oil and gas properties and relate to Norwegian development
projects. The interest rate for capitalised borrowing costs is calculated at the external facility borrowing rate of LIBOR plus a margin of between
2.0% to 2.5%.
Development expenditure commitments
The Group is contractually committed to development projects with a remaining commitment as at 31 December 2019 of approximately
USD 2.0 billion (USD 1.9 billion), mainly relating to the Johan Sverdrup Phase 2 project and excluding the renewable power project.
Exploration and appraisal expenditure commitments
The Group participates in joint operations with third parties in oil and gas exploration and appraisal activities. The Group is contractually
committed under various concession agreements to complete certain exploration and appraisal programmes. The commitments as at
31 December 2019 are estimated to be MUSD 107.0 (MUSD 118.1) of which third parties who are joint operations partners will contribute
approximately MUSD 71.5 (MUSD 82.2) resulting in a net commitment of approximately MUSD 35.5 (MUSD 35.9).
Contracted drilling rigs commitments
The Group has entered into lease contracts for drilling rigs during 2019. As the leases have not commenced yet as at 31 December 2019, no
lease commitment is recognised in the balance sheet for these contracts as at 31 December 2019. The commitments under these contracts are
estimated to be MUSD 290.7 (MUSD –) of which third parties who are joint operations partners will contribute approximately MUSD 109.8
(MUSD –). The net lease commitment of approximately MUSD 180.9 is already included in the above mentioned development and exploration
and appraisal expenditure commitments and in the site restoration provision as at 31 December 2019.
Note 10 Other Tangible Assets
MUSD
Cost
1 January
Additions
Currency translation difference
31 December
Depreciation
1 January
Depreciation charge for the year
Currency translation difference
31 December
Net book value
2019
2018
Real
estate
Other
Total
Real
estate
Other
Total
10.6
41.0
-0.4
51.2
-1.2
-4.3
–
-5.5
45.7
32.0
2.0
-0.3
33.7
-27.8
-2.4
0.2
-30.0
3.7
42.6
43.0
-0.7
84.9
-29.0
-6.7
0.2
-35.5
49.4
10.6
–
–
10.6
-1.2
–
–
-1.2
9.4
30.4
3.2
-1.6
32.0
-26.6
-2.6
1.4
-27.8
4.2
41.0
3.2
-1.6
42.6
-27.8
-2.6
1.4
-29.0
13.6
74
Lundin Petroleum Annual Report 2019
Note 10 continued
The depreciation charge for the year is based on cost and an estimated useful life of three to fi ve years for offi ce equipment and other assets.
Real estate is depreciated using an estimated useful life of 20 years and taking into account its residual value. Depreciation is included within
the general, administration and depreciation line in the income statement. Real estate additions during the year mainly relate to offi ce
premises that fall under IFRS16 which is depreciated based on the remaining contractual life of the offi ce lease.
Note 11 Goodwill
MUSD
1 January
Change
31 December
2019
128.1
–
128.1
2018
128.1
–
128.1
The Group’s goodwill arose from the acquisition of a further 15 percent interest in the Edvard Grieg fi eld in 2016. Goodwill was included in the
Group’s impairment testing as per 31 December 2019 and will be tested for impairment annually as part of the annual impairment testing of
oil and gas properties.
Note 12 Financial Assets
MUSD
Contingent consideration
Associated companies
Other
31 December
2019
31 December
2018
12.4
0.3
1.6
14.3
–
–
0.4
0.4
The sale of 2.6 percent of Johan Sverdrup during the year included a contingent consideration based on future reserve reclassifi cations and is
due in 2026, This contingent consideration was fair valued by the Company and amounted to MUSD 12.4.
Note 12.1 Associated companies
Johan Sverdrup Eiendom DA
Note 13 Inventories
MUSD
Hydrocarbon stocks
Drilling equipment and consumable materials
Note 14 Trade and Other Receivables
MUSD
Trade receivables
Underlift
Joint operations debtors
Prepaid expenses and accrued income
IPC working capital
Other
31 December 2019
Number of shares
N/A
Share %
20.0
Book amount
MUSD
31 December 2018
Book amount
MUSD
0.3
0.3
–
–
31 December
2019
31 December
2018
6.1
34.6
40.7
3.3
33.2
36.5
31 December
2019
31 December
2018
305.1
2.0
11.4
23.9
–
7.1
349.5
153.7
1.9
17.0
26.9
14.0
3.1
216.6
Lundin Petroleum Annual Report 2019
75
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 14 continued
The trade receivables relate mainly to hydrocarbon sales to a limited number of independent customers from whom there is no recent history
of default. The trade receivables balance is current and the provision for bad debt is nil.
The IPC working capital related to a residual receivable from IPC for working capital balances following the IPC spin-off which was received
during 2019.
Note 15 Cash and Cash Equivalents
Cash and cash equivalents include only cash at hand or on bank. No short-term deposits are held as at 31 December 2019.
Note 16 Equity
Note 16.1 Share Capital and Share Premium
MUSD
1 January 2018
Distributions
Purchase of own shares
Share based payments
Movements
31 December 2018
Share redemption
Bonus issue (sw. fondemission)
Share based payments
Movements
31 December 2019
Share capital
Number
of shares
Par value
MSEK
Par value
MUSD
340,386,445
–
–
–
–
340,386,445
-54,461,831
–
–
–
285,924,614
3.5
–
–
–
–
3.5
-0.6
0.6
–
–
3.5
0.5
–
–
–
–
0.5
-0.1
0.1
–
–
0.5
Additional paid
in capital
MUSD
527.9
-153.1
-14.3
-20.8
-188.2
339.7
–
–
-13.7
-13.7
326.0
Included in the number of shares issued at 31 December 2019 are 1,873,310 shares (1,873,310 shares) which Lundin Petroleum holds in its own
name. During 2017, Lundin Petroleum purchased 1,233,310 of its own shares at an average price of SEK 186.14 based on the approval granted
at the AGM 2017. During 2018, Lundin Petroleum purchased an additional 640,000 of its own shares at an average price of SEK 186.77 based
on the approval granted at the AGM 2018 resulting in 1,873,310 of its own shares held at the end of the year and at the end of the prior year.
The EGM of Lundin Petroleum held on 31 July 2019 in Stockholm approved the redemption of 54,461,831 shares previously held by Equinor,
amounting to 16 percent of the outstanding shares at a price of SEK 266.40 per share. The total number of shares in issue decreased because
of the share redemption from 340,386,445 shares to 285,924,614 shares. The issued share capital includes a bonus issue (sw. fondemission) to
restore the share capital of Lundin Petroleum to the same amount as immediately prior to the share redemption.
Note 16.2 Other Reserves
MUSD
1 January 2018
Total comprehensive income
31 December 2018
Total comprehensive income
31 December 2019
76
Lundin Petroleum Annual Report 2019
Hedge reserve
Currency translation
reserve
-0.3
-74.1
-74.4
-82.5
-445.4
1.5
Total
-445.7
-72.6
-443.9
-518.3
29.0
-53.5
-156.9
-414.9
-571.8
Note 16.3 Retained Earnings
MUSD
1 January
Net result for the year
Distributions
Share redemption
Bonus issue (sw. fondemission)
Value of employee services
31 December
2019
-205.7
824.9
-501.0
-1,476.9
-0.1
5.3
-1,353.5
2018
-436.9
225.7
–
–
–
5.5
-205.7
The AGM of Lundin Petroleum held on 29 March 2019 in Stockholm approved a cash dividend distribution for the year 2018 of USD 1.48 per
share, to be paid in quarterly installments of USD 0.37 per share. Based on the number of shares outstanding, excluding own shares held by
the Company, the dividend distribution amounted to MSEK 4,638.7, equaling MUSD 501.0 based on the exchange rate on the date of AGM
approval. The actual paid out dividend subsequently reduced to MUSD 460.7 following the redemption of 54,461,831 shares in August 2019.
The fi rst dividend payment was made on 5 April 2019, the second dividend payment was made on 8 July 2019, the third dividend payment was
made on 7 October 2019 and the fourth dividend payment was made on 9 January 2020.
The EGM of Lundin Petroleum held on 31 July 2019 in Stockholm approved the redemption of 54,461,831 shares previously held by Equinor,
amounting to 16 percent of the outstanding shares at a price of SEK 266.40 per share. The share redemption adjusted for outstanding dividends
amounted to MSEK 14,124.2, equaling MUSD 1,476.9 based on the exchange rate on the date of EGM approval.
Note 16.4 Earnings Per Share
Earnings per share are calculated by dividing the net result attributable to shareholders of the Parent Company by the weighted average
number of shares for the year.
Net result attributable to shareholders of the Parent Company, MUSD
2019
824.9
2018
225.7
Weighted average number of shares for the year
315,833,140
338,592,250
Earnings per share, USD
2.61
0.67
Weighted average diluted number of shares for the year
316,551,300
339,513,634
Earnings per share fully diluted, USD
2.61
0.66
Note 16.5 Adjusted earnings Per Share
Adjusted earnings per share are calculated by dividing the adjusted net result attributable to shareholders of the Parent Company by the
weighted average number of shares for the year. For the calculation of adjusted net result, reference is made to page 106.
Adjusted net result attributable to shareholders of the Parent Company, MUSD
2019
252.7
2018
295.3
Weighted average number of shares for the year
315,833,140
338,592,250
Adjusted earnings per share, USD
0.80
0.87
Weighted average diluted number of shares for the year
316,551,300
339,513,634
Adjusted earnings per share fully diluted, USD
0.80
0.87
Lundin Petroleum Annual Report 2019
77
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 17 Financial Liabilities
MUSD
Non-current:
Bank loans
Capitalised fi nancing fees
Capitalised loan modifi cation gain
Lease commitments
Current:
Bank loans
Lease commitments
31 December
2019
31 December
2018
4,000.0
-37,1
-105,6
31.1
3,888.4
92.0
5.5
97.5
3,465.0
-54.1
-148.9
–
3,262.0
–
–
–
3,985.9
3,262.0
The short-term portion of the bank loans which is due within 1 year is classifi ed as current liabilities.
Capitalised fi nancing fees amounted to MUSD 37.1 (MUSD 54.1) and related to the establishment costs of the reserve-based credit facility. The
capitalised fi nancing fees are being amortised over the duration of the facility.
Capitalised loan modifi cation gain amounted to MUSD 105.6 (MUSD 148.9) and related to the re-negotiated improved borrowing terms for the
reserve-based credit facility. The capitalised loan modifi cation gain is being amortised over the duration of the facility.
Lease commitments relates to leased offi ce premises and is accounted for following the implementation of IFRS16. The short-term portion of
the lease commitments is classifi ed as current liabilities.
For further information, see Note 20.
Note 18 Provisions
MUSD
1 January 2019
Additions
Changes in estimates
Disposals
Payments
Unwinding of discount
Currency translation difference
31 December 2019
Non-current
Current
Total
Site
Restoration
490.5
65.6
23.0
-16.2
-3.7
17.9
-5.7
571.4
522.2
49.2
571.4
LTIP
8.3
8.9
–
–
-7.7
–
-0.1
9.4
2.7
6.7
9.4
Pension
provision
Other
1.2
0.1
–
–
-0.1
–
–
1.2
1.2
–
1.2
1.6
1.1
–
–
-0.6
–
-0.1
2.0
2.0
–
2.0
Total
501.6
75.7
23.0
-16.2
-12.1
17.9
-5.9
584.0
528.1
55.9
584.0
78
Lundin Petroleum Annual Report 2019
Note 18 continued
MUSD
1 January 2018
Additions
Changes in estimates
Payments
Unwinding of discount
Currency translation difference
31 December 2018
Non-current
Current
Total
Site
Restoration
414.6
101.3
-15.9
-1.3
16.4
-24.6
490.5
483.9
6.6
490.5
LTIP
9.7
10.3
–
-10.8
–
-0.9
8.3
2.4
5.9
8.3
Pension
provision
Other
1.2
0.1
–
-0.1
–
–
1.2
1.2
–
1.2
2.8
0.3
–
-1.5
–
–
1.6
1.6
–
1.6
Total
428.3
112.0
-15.9
-13.7
16.4
-25.5
501.6
489.1
12.5
501.6
Site Restoration provision
In calculating the present value of the site restoration provision, a pre-tax discount rate of 3.5 percent (3.5 percent) was used which is based
on long-term risk-free interest rate projections. The additions in 2019 mainly relate to the liability associated with Norwegian development
projects. Based on the estimates used in calculating the site restoration provision as at 31 December 2019, approximately 81 percent of the
total amount is expected to be settled after more than 15 years.
LTIP provision
For more information on the Group’s LTIP, see Note 28.
Pension provision
In May 2002, the Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, a pension to be paid
to Adolf H. Lundin upon his resignation as Chairman of the Board of Directors and his appointment as Honorary Chairman. It was further
agreed that upon the death of Adolf H. Lundin, the monthly payments would be paid to his wife, Eva Lundin, for the duration of her life.
Pension payments totalling an annual amount of TCHF 138 (TCHF 138) are payable to Eva Lundin. The Company may, at its option, buy out the
obligation to make the pension payments through a lump sum payment in the amount of TCHF 1,800 (TCHF 1,800).
Note 19 Trade and Other Payables
MUSD
Trade payables
Overlift
Joint operations creditors and accrued expenses
Other accrued expenses
Other
31 December
2019
31 December
2018
17.8
0.9
133.6
16.6
8.5
177.4
26.6
1.7
147.4
17.6
7.6
200.9
Note 20 Financial Assets and Liabilities
Financial assets and liabilities by category
The accounting policies for fi nancial assets and liabilities have been applied to the line items below:
31 December 2019
MUSD
Contingent consideration
Associated companies
Other non-current fi nancial assets
Derivative instruments
Joint operations debtors
Other current receivables1
Cash and cash equivalents
Total
12.4
0.3
1.6
14.0
11.4
312.2
85.3
437.2
Loan receivables and
other receivables at
amortised cost
Financial assets
at amortised cost
Fair value
recognised in
profi t/loss
Derivatives used
for hedging
–
–
–
–
11.4
312.2
85.3
408.9
–
–
1.6
–
–
–
–
1.6
12.4
0.3
–
–
–
–
–
12.7
–
–
–
14.0
–
–
–
14.0
Lundin Petroleum Annual Report 2019
79
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 20 continued
31 December 2019
MUSD
Financial liabilities
Derivative instruments
Joint operations creditors
Other current liabilities
31 December 2018
MUSD
Other non-current fi nancial assets
Derivative instruments
Joint operations debtors
Other current receivables1
Cash and cash equivalents
31 December 2018
MUSD
Financial liabilities
Derivative instruments
Joint operations creditors
Other current liabilities
Total
3,985.9
144.0
133.6
369.6
4,633.1
Total
0.4
36.7
17.0
170.8
66.8
291.7
Total
3,262.0
84.9
147.4
104.6
3,598.9
Other liabilities at
amortised cost
Financial liabilities at
amortised cost
Derivatives used
for hedging
–
–
133.6
369.6
503,2
3,985.9
–
–
–
3,985.9
–
144.0
–
–
144.0
Loan receivables
and other receivables
at amortised cost
Financial assets at
amortised cost
Derivatives used for
hedging
–
–
17.0
170.8
66.8
254.6
0.4
–
–
–
–
0.4
–
36.7
–
–
–
36.7
Other liabilities
at amortised cost
Financial liabilities
at amortised cost
Derivatives used
for hedging
–
–
147.4
104.6
252.0
3,262.0
–
–
–
3,262.0
–
84.9
–
–
84.9
1 Prepayments are not included in other current assets, as prepayments are not deemed to be fi nancial instruments.
The fair value of loan receivables and other receivables is a fair approximation of the book value.
For fi nancial assets and liabilities measured at fair value in the balance sheet, the following fair value measurement hierarchy is used:
– Level 1: based on quoted prices in active markets;
– Level 2: based on inputs other than quoted prices as within level 1, that are either directly or indirectly observable;
– Level 3: based on inputs which are not based on observable market data.
Based on this hierarchy, fi nancial assets and liabilities measured at fair value can be detailed as follows:
31 December 2019
MUSD
Assets
Contingent consideration
Associated companies
Derivative instruments – non-current
Derivative instruments – current
Liabilities
Derivative instruments – non-current
Derivative instruments – current
Level 1
Level 2
Level 3
–
–
–
–
–
–
–
–
–
–
2.7
11.3
14.0
110.8
33.2
144.0
12.4
0.3
–
–
12.7
–
–
–
80
Lundin Petroleum Annual Report 2019
Note 20 continued
31 December 2018
MUSD
Assets
Derivative instruments – non-current
Derivative instruments – current
Liabilities
Derivative instruments - non-current
Derivative instruments - current
Level 1
Level 2
Level 3
–
–
–
–
–
–
2.7
34.0
36.7
64.9
20.0
84.9
–
–
–
–
–
–
The outstanding derivative instruments can be specifi ed as follows:
Fair value of outstanding derivative instruments in
the balance sheet
MUSD
31 December 2019
31 December 2018
Assets
Liabilities
Assets
Liabilities
Interest rate swap
Foreign currency contracts
Total
Non-current
Current
Total
0.2
13.8
14.0
2.7
11.3
14.0
66.7
77.3
144.0
110.8
33.2
144.0
36.7
–
36.7
2.7
34.0
36.7
8.1
76.8
84.9
64.9
20.0
84.9
The fair value of the interest rate swap is calculated using the forward interest rate curve applied to the outstanding portion of the swap
transaction. The effective portion of the interest rate swap as at 31 December 2019 amounted to a net payable of MUSD 66.5 (receivable of
MUSD 28.6).
The fair value of the foreign currency contracts is calculated using the forward exchange rate curve applied to the outstanding foreign
currency contracts. The effective portion of the foreign currency contracts as at 31 December 2019 amounted to a net payable of MUSD 63.5
(MUSD 76.8).
Note 21 Changes in Liabilities with Cash Flow Movements from Financing Activities
The changes in liabilities whose cash fl ow movements are disclosed as part of fi nancing activities in the cash fl ow statement are as follows.
At 1 January
2019
Cash fl ows
Amortisation
of deferred
fi nancing fees
Non-cash changes
Unwinding
of loan
modifi cation
gain
Initial
recognition
lease under
IFRS16
Foreign
exchange
movement
At 31
December
2019
Financial liabilities
3,262.0
623.6
19.7
41.5
40.5
-1.4
3,985.9
At 1 January
2018
Cash fl ows
Loan
modifi cation
gain
Amortisation
of deferred
fi nancing fees
Unwinding
of loan
modifi cation
gain
Foreign
exchange
movement
At 31
December
2018
Non-cash changes
Financial liabilities
3,880.0
-490.0
-183.7
17.8
26.1
11.8
3,262.0
Lundin Petroleum Annual Report 2019
81
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 22 Financial Risks, Sensitivity Analysis and Derivative Instruments
As an international oil and gas exploration and production company, Lundin Petroleum is exposed to fi nancial risks such as currency risk,
interest rate risk, credit risks, liquidity risks as well as the risk related to the fl uctuation in the oil price. The Group seeks to control these risks
through sound management practice and the use of internationally accepted fi nancial instruments, such as oil price, interest rate and foreign
exchange hedges. Lundin Petroleum uses fi nancial instruments solely for the purpose of minimising risks in the Group’s business.
For further information on risks in the fi nancial reporting, see the section Internal Control over fi nancial reporting in the Corporate
Governance report on page 55 and Risk Management on pages 32–35.
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to meet its committed
work programme requirements in order to create shareholder value. The Group may put in place new credit facilities, repay debt, or other
such restructuring activities as appropriate. Group management continuously monitors and manages the Group’s net debt position in order
to assess the requirement for changes to the capital structure to meet objectives and to maintain fl exibility. Lundin Petroleum is not subject to
any externally imposed capital requirements.
Apart from the updated dividend policy, no signifi cant changes were made to the objectives, policies or processes during 2019.
Lundin Petroleum monitors capital on the basis of net debt and fi nancial agreements. Net debt is calculated as bank loans as shown in the
balance sheet less cash and cash equivalents.
MUSD
31 December 2019
31 December 2018
Bank loans
Cash and cash equivalents
Net debt
4,092.0
-85.3
4,006.7
3,465.0
-66.8
3,398.2
The increase in net debt compared to 2018 is mainly due to the redemption of 16 percent of the outstanding shares during the year partly
offset by the positive free cash fl ow generated during 2019.
Interest rate risk
Interest rate risk is the risk to the earnings due to uncertain future interest rates.
Lundin Petroleum is exposed to interest rate risk through the reserve-based credit facility, see also Liquidity risk below. The interest rate for
capitalised borrowing costs is calculated at the reserve-based credit facility borrowing rate of LIBOR plus a margin of 2.25% to 2.5% per annum.
Lundin Petroleum will assess the benefi ts of interest rate hedging on borrowings on a continuous basis. If the hedging contract provides a
reduction in the interest rate risk at a price that is deemed acceptable to the Group, then Lundin Petroleum may choose to enter into an
interest rate hedge.
The total interest expense for 2019 amounted to MUSD 179.1 which included MUSD 85.7 of capitalised interest related to borrowings for the
Group’s development activities. A 100 basis point increase in the interest rate would have resulted in a change in the total interest expense for
the year of MUSD 8.1, taking into account the Group’s interest rate hedges for 2019.
The Group has entered into interest rate hedging as follows:
Borrowings
MUSD
Fixing of fl oating LIBOR
Rate per annum
3,300
3,100
2,900
2,000
1,500
1.96%
2.28%
2.41%
1.75%
1.91%
Settlement period
Jan 2020 – Dec 2020
Jan 2021 – Dec 2021
Jan 2022 – Dec 2022
Jan 2023 – Dec 2023
Jan 2024 – Dec 2024
Currency risk
Lundin Petroleum is a Swedish company which is operating globally and therefore attracts substantial foreign exchange exposure, both on
transactions as well as on the translation from functional currency for entities to the Group’s presentational currency of the US Dollar. The
main functional currencies of Lundin Petroleum’s subsidiaries are Norwegian Krone (NOK) and Euro (EUR), as well as US Dollar, making
Lundin Petroleum sensitive to fl uctuations of these currencies against the US Dollar.
Transaction exposure
Lundin Petroleum’s policy on currency rate hedging is, in case of currency exposure, to consider setting the rate of exchange for known
costs in non-US Dollar currencies to US Dollars in advance so that future US Dollar cost levels can be forecasted with a reasonable degree
of certainty. The Group will take into account the current rates of exchange and market expectations in comparison to historic trends and
volatility in making the decision to hedge.
82
Lundin Petroleum Annual Report 2019
Note 22 continued
The Group has entered into derivative fi nancial instruments to address its exposure for exchange rate fl uctuations for capital expenditure
amounts relating to its committed fi eld development projects and Corporate and Special Petroleum Tax amounts as summarised in the table
below.
Buy
MNOK 7,304.0
MNOK 2,470.0
MNOK 1,430.0
MNOK 530.0
MNOK 300.0
Sell
MUSD 842.7
MUSD 310.0
MUSD 183.4
MUSD 64.2
MUSD 33.0
Average contractual
exchange rate
Settlement
period
NOK 8.67:USD 1
NOK 7.97:USD 1
NOK 7.80:USD 1
NOK 8.26:USD 1
NOK 9.09:USD 1
Jan 2020 – Dec 2020
Jan 2021 – Dec 2021
Jan 2022 – Dec 2022
Jan 2023 – Dec 2023
Jan 2024 – Dec 2024
Under IFRS 9, subject to hedge effectiveness testing, all of the hedges are treated as effective and changes to the fair value are refl ected in other
comprehensive income. At 31 December 2019, a net current payable of MUSD 21.9 (receivable of MUSD 14.0) and a net non-current payable of
MUSD 108.1 (MUSD 62.2) have been recognised representing the fair value of the outstanding currency and interest rate hedges.
Foreign exchange exposure
The following table summarises the effect that a change in these currencies against the US Dollar would have on operating profi t through the
conversion of the income statements of the Group’s subsidiaries from functional currency to the presentation currency US Dollar for the year
ended 31 December 2019.
Operating result in the fi nancial statements, MUSD
1,970.7
1,970.7
Shift of currency exchange rates
EUR/USD
SEK/USD
NOK/USD
Total effect on operating result, MUSD
Average rate 2019
0.8932
9.4581
8.8003
10% USD weakening
0.8120
8.5983
8.0003
-60.3
10% USD strengthening
0.9825
10.4039
9.6803
54.8
The foreign currency risk to the Group’s income and equity from conversion exposure is not hedged.
As described in the Directors’ report on page 28, the foreign exchange result in the income statement is mainly impacted by foreign exchange
movements on the revaluation of the loan and working capital balances. A 10 percent strengthening in the US Dollar currency rate against the
other Group currency rates would result in an additional MUSD 277.3 reported foreign exchange loss in the income statement.
The impact on the foreign exchange result from a change in the US Dollar currency compared to the other Group currencies is mainly due to
the bank loan denominated in US Dollar.
Price of oil and gas
Price of oil and gas are affected by the normal economic drivers of supply and demand as well as the fi nancial investors and market
uncertainty. Factors that infl uence these include operational decisions, natural disasters, economic conditions, political instability or confl icts
or actions by major oil exporting countries. Price fl uctuations can affect Lundin Petroleum’s fi nancial position.
The table below summarises the effect that a change in the oil price would have had on the net result and equity at 31 December 2019:
Net result in the fi nancial statements, MUSD
Possible shift
Total effect on net result, MUSD
824.9
-10%
-45.6
824.9
10%
45.6
The impact on the net result from a change in oil price is reduced due to the 78 percent tax rate in Norway.
Lundin Petroleum’s policy is to adopt a fl exible approach towards oil price hedging, based on an assessment of the benefi ts of the hedge
contract in specifi c circumstances. Based on analysis of the circumstances, Lundin Petroleum will assess the benefi ts of forward hedging
monthly sales contracts for the purpose of establishing cash fl ow. If it believes that the hedging contract will provide an enhanced cash fl ow
then it may choose to enter into an oil price hedge.
For the year ended 31 December 2019, the Group did not enter into oil price hedging contracts and there are no oil price hedging contracts
outstanding as at 31 December 2019.
Lundin Petroleum Annual Report 2019
83
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 22 continued
Credit risk
Lundin Petroleum’s policy is to limit credit risk by limiting the counter-parties to major banks and oil companies. Where it is determined
that there is a credit risk for oil and gas sales, the policy is to require an irrevocable letter of credit for the full value of the sale. The policy on
joint operations parties is to rely on the provisions of the underlying joint operating agreements to take possession of the licence or the joint
operations partner’s share of production for non-payment of cash calls or other amounts due.
As at 31 December 2019, the Group’s trade receivables amounted to MUSD 305.1 (MUSD 153.7). There is no recent history of default and there
are no expected losses. Other long-term and short-term receivables are considered recoverable and no provision for bad debt was accounted for
as at 31 December 2019. Cash and cash equivalents are maintained with banks having strong long-term credit ratings.
Liquidity risk
Liquidity risk is defi ned as the risk that the Group could not be able to settle or meet its obligations on time or at a reasonable price. Group
treasury is responsible for liquidity, funding as well as settlement management. In addition, liquidity and funding risks and related processes
and policies are overseen by Group management.
In February 2016, Lundin Petroleum entered into a committed seven year senior secured reserve-based credit facility of USD 5.0 billion. The
facility was amended during the second quarter of 2018 resulting in the interest rate margin over LIBOR being reduced from 3.15 percent to
a margin of between 2.0 to 2.5 percent. The facility is secured against certain cash fl ows generated by the Group. The amount available under
the facility is recalculated every twelve months based upon the calculated cash fl ow generated by certain producing fi elds and fi elds under
development at an oil price and economic assumptions agreed with the banking syndicate providing the facility. The facility is secured by a
pledge over the shares of certain Group companies, a pledge over the Company’s working interest in some production licences and a charge
over some of the bank accounts of the pledged companies. The size of the committed facility will reduce from USD 5.0 billion to USD 4.75
billion as per 1 July 2020 and to USD 4.0 billion as per 1 January 2021.
The amendment of the interest rate margin during 2018 resulted in an accounting gain of MUSD 183.7 in accordance with IFRS 9. When a
fi nancial liability, measured at amortised cost, is modifi ed without this resulting in derecognition, a gain or loss should be recognised in the
income statement based on IFRS 9. The gain or loss is calculated as the difference between the original contractual cash fl ows and the modifi ed
cash fl ows discounted at the original effective interest rate. The net accounting gain when offsetting against the incurred loan modifi cation
fees of MUSD 17.3 amounted to MUSD 166.4. The associated deferred taxes amounted to MUSD 68.3 resulting in a post-tax accounting gain of
MUSD 98.1.
The facility agreement provides that an “event of default” occurs where the Group does not comply with certain material covenants or
where certain events occur as specifi ed in the agreement, as are customary in fi nancing agreements of this size and nature. Two of the
main covenants are the net debt to EBITDA and the EBITDA to fi nancial charges testing the ability to repay debt. If such an event of default
occurs and subject to any applicable cure periods, the external lenders may take certain specifi ed actions to enforce their security, including
accelerating the repayment of outstanding amounts under the facility.
The table below analyses the Group’s fi nancial liabilities into relevant maturity groupings based on the remaining period at the balance sheet
date to the contractual maturity date. Loan repayments are made based upon a net present value calculation of the assets’ future cash fl ows.
No loan repayments are currently forecast under this calculation.
84
Lundin Petroleum Annual Report 2019
Note 22 continued
MUSD
31 December 2019
31 December 2018
Non-current
Repayment within 1–2 years:
– Bank loans
– Lease commitments
– Derivative instruments
Repayment within 2–5 years:
– Bank loans
– Lease commitments
– Derivative instruments
Repayment after 5 years:
– Lease commitments
Current
Repayment within 6 months:
– Lease commitments
– Trade payables
– Tax liabilities
– Joint operations creditors
– Other current liabilities
– Derivative instruments
Repayment after 6 months:
– Bank loans
– Lease commitments
– Tax liabilities
– Derivative instruments
Note 23 Pledged Assets
1,500.0
5.3
85.4
2,500.0
14.5
25.4
11.3
4,141.9
2.7
17.8
58.7
133.6
8.5
16.6
92.0
2.8
284.6
16.6
633.9
–
–
19.3
3,465.0
–
45.6
–
3,529.9
–
26.6
14.8
147.4
7.6
9.0
–
–
55.6
11.0
272.0
In February 2016, Lundin Petroleum entered into a committed seven year senior secured reserve-based credit facility of USD 5.0 billion with
the terms being successfully re-negotiated during 2018 as mentioned in note 22. The facility is a reserve-based credit facility secured against
certain cash fl ows generated by the Group. The amount available under the facility is recalculated every twelve months based upon the
calculated cash fl ow generated by certain producing fi elds and fi elds under development at an oil price and economic assumptions agreed
with the banking syndicate providing the facility. The facility is secured by a pledge over the shares of certain Group companies, a pledge over
the Company’s working interest in some production licences and a charge over some of the bank accounts of the pledged companies. The
pledged assets at 31 December 2019 amounted to MUSD 5,927.2 (MUSD 6,154.3) and represented the carrying value of the pledge of the Group
companies whose shares are pledged as described in the Parent Company section on page 96.
Note 24 Contingent Liabilities and Assets
The Swedish Prosecution Authority issued a notifi cation of a corporate fi ne and forfeiture of economic benefi ts against Lundin Petroleum in
relation to past operations in Sudan from 1997 to 2003. The notifi cation indicated that the Prosecutor might seek a corporate fi ne of MSEK
3 and forfeiture of economic benefi ts from the alleged offense in the amount of MSEK 3,282, based on the profi t of the sale of the Block 5A
asset in 2003 of MSEK 720. Any potential corporate fi ne or forfeiture would only be imposed after the conclusion of a trial, should one occur.
The investigation is in its tenth year and Lundin Petroleum remains convinced that there are absolutely no grounds for any allegations of
wrongdoing by any Company representative and the Company will fi rmly contest any corporate fi ne or forfeiture of economic benefi ts. The
Company considers this to be a contingent liability and therefore no provision has been recognised.
As part of the IPC spin-off that was completed on 24 April 2017, the Company has indemnifi ed IPC for certain legal proceedings related to
the period before spin-off. The Company has not provided for any costs in relation hereto as per 31 December 2018 as it does not believe the
proceedings will lead to any liability for the Company.
Lundin Petroleum Annual Report 2019
85
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 25 Related Party Transactions
Lundin Petroleum recognises the following related parties: associated companies, jointly controlled entities, key management personnel and
members of their close family or other parties that are partly, directly or indirectly, controlled by key management personnel or of its family or
of any individual that controls, or has joint control or signifi cant infl uence over the entity.
During the year, the Group has entered into transactions with related parties on a commercial basis and the material transactions are described
below:
MUSD
Sale of oil and related products
Purchases of oil and related products
Sale of services
Purchase of services
Interest income
2019
107.3
–
4.0
1.5
0.2
2018
879.5
296.2
4.2
1.8
0.5
Following the redemption of 16 percent of the outstanding Lundin Petroleum shares previously held by Equinor, as approved at the
Extraordinary General Meeting of Lundin Petroleum held on 31 July 2019, the Equinor Group is no longer considered a related party. Until end
July, the Group has sold oil and related products to the Equinor group on an arm’s-length basis amounting to MUSD 107.3 (MUSD 879.5). Until
end July, the Group did not purchase oil and related products from the Equinor group (MUSD 296.2).
The related party transactions concern other parties that are controlled by key management personnel. Key management personnel include
members of the Board of Directors and Group management. The remuneration to the Board of Directors and Group management is disclosed
in Note 27.
As at the date of the IPC spin-off, the Group had a residual receivable for working capital from IPC of MUSD 27.4 of which the last portion was
received during the year.
Note 26 Average Number of Employees
Average number of employees per country
Parent Company in Sweden
Subsidiaries abroad
Norway
Switzerland
Netherlands
Total subsidiaries abroad
Total
Board members and Group management
Parent Company in Sweden
Board members1
Subsidiaries abroad
Group management
Total Group
2019
2018
Total
employees
of which men
Total
employees
of which men
5
389
41
2
432
437
2
2
285
25
2
312
314
370
35
1
406
408
1
273
20
1
294
295
2019
2018
Total at
year end
of which men
Total at
year end
of which men
8
8
16
5
6
11
8
8
16
5
6
11
1 Alex Schneiter, Chief Executive Offi cer (CEO) and Board Member is only included in Group management.
86
Lundin Petroleum Annual Report 2019
Note 27 Remuneration to the Board of Directors, Group Management and Other Employees
Salaries, other remuneration and social security costs
TUSD
2019
Salaries
and other
remuneration
2018
Social security
costs
Salaries and other
remuneration
Social security
costs
Parent Company in Sweden
Board members
Employees
Subsidiaries abroad
Group management
Other employees
Total
of which pension costs
Salaries and other
remuneration for the
Board members and
Group management 1
TUSD
Parent Company in
Sweden
Board members
Ian H. Lundin
Peggy Bruzelius
C. Ashley Heppenstall
Lukas H. Lundin
Grace Reksten Skaugen
Jakob Thomasen
Cecilia Vieweg
Torstein Sanness
Total Board members
Subsidiaries abroad
Group management
Alex Schneiter
Nick Walker
Other 3
Total Group management
654
646
15,187
83,394
99,881
125
339
1,959
21,271
23,694
9,058
628
386
11,802
94,773
107,589
122
222
1,584
22,240
24,168
8,758
Fixed Board
remuneration/
base salary
Other
benefi ts1
Short-term
variable
remuneration
2
Performance
based
incentive plan
Remuneration
for Committee
work
Remuneration
for special
assignments
outside of
directorship
Pension
Total
2019
120
57
57
57
57
57
57
57
519
798
622
2,065
3,485
–
–
–
–
–
–
–
–
–
30
71
316
417
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
927
601
1,554
3,082
4,464
2,358
1,381
8,203
13
19
13
–
32
26
19
13
135
–
–
–
–
106
–
–
–
–
–
–
–
106
–
–
–
–
–
–
–
–
–
–
–
–
–
239
76
70
57
89
83
76
70
760
173
169
372
714
6,392
3,821
5,688
15,901
1 Other benefi ts may include, but not limited to, school fees and health insurance for Group management.
2 This column shows bonuses awarded for achievements in 2019, including a discretionary award to the CEO and some other members of Group
management, see page 49.
3 Comprises Chief Financial Offi cer, Vice President Corporate Responsibility, Vice President Legal, Vice President Corporate Affairs, Vice President Investor
Relations and Vice President Human Resources and Shared Services.
Lundin Petroleum Annual Report 2019
87
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 27 continued
Salaries and other
remuneration for the
Board members and
Group management1
TUSD
Parent Company in
Sweden
Board members
Ian H. Lundin
Peggy Bruzelius
C. Ashley Heppenstall
Lukas H. Lundin
Grace Reksten Skaugen
Jakob Thomasen
Cecilia Vieweg
Torstein Sanness
Total Board members
Subsidiaries abroad
Group management
Alex Schneiter
Other3
Total Group management
Fixed Board
remuneration/
base salary
Other
benefi ts1
Short-term
variable
remuneration 2
Performance
based
incentive plan
Remuneration
for Committee
work
Remuneration
for special
assignments
outside of
directorship
Pension
Total
2018
127
60
60
60
60
60
60
30
517
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
855
2,410
3,265
42
396
438
855
1,905
2,760
–
–
4,646
–
–
–
–
–
4,646
2,926
2,413
5,339
13
19
13
–
22
19
19
6
111
–
–
–
115
–
613
–
–
–
–
–
728
–
–
–
255
–
79
–
– 5,332
60
–
82
–
79
–
79
–
36
–
6,002
–
175
441
616
4,853
7,565
12,418
¹ Other benefi ts may include, but not limited to, school fees and health insurance for Group management.
2 This column shows bonuses awarded for achievements in 2018 based on the Policy on Remuneration for Group management, see page 49.
3 Comprises Chief Financial Offi cer, Chief Operating Offi cer, Vice President Corporate Responsibility, Vice President Legal, Vice President Corporate
Affairs, Vice President Investor Relations and Vice President Human Resources and Shared Services.
Note: The performance based incentive plan that was awarded in 2015 when C. Ashley Heppenstall was the CEO of the Company vested in 2018. The
amount mentioned in the table above relates to this award and does not relate to his work as Board Member. No further awards to C. Ashley Heppenstall
are outstanding.
Board members
There are no severance pay agreements in place for any non-executive directors and such directors are not eligible to participate in any of the
Group’s incentive programmes.
Group management
The pension contribution for Group management is between 15 percent and 18 percent of the qualifying income for pension purposes. The
Company provides for 60 percent of the pension contribution and the employee for the remaining 40 percent. Qualifying income is defi ned as
annual base salary and short-term variable remuneration and is capped at approximately TCHF 846 (TCHF 846). The normal retirement age for
the CEO is 65 years.
A mutual termination period of between three months and twelve months applies between the Company and Group management, depending
on the duration of the employment with the Company. In addition, severance terms are incorporated into the employment contracts for
executives that give rise to compensation, up to two years’ base salary, in the event of termination of employment due to a change of control
of the Company. The Board of Directors is further authorised, in individual cases, to approve severance arrangements, in addition to the notice
periods and the severance arrangements in respect of a change of control of the Company, where employment is terminated by the Company
without cause, or otherwise in circumstances at the discretion of the Board. Such severance arrangements may provide for the payment
of up to one year’s base salary; no other benefi ts shall be included. Severance payments in aggregate (i.e. for notice periods and severance
arrangements) shall be limited to a maximum of two years’ base salary.
See page 49–54 of the Corporate Governance report for further information on the Group’s principles of remuneration and the Policy on
Remuneration for the Group management for 2019.
88
Lundin Petroleum Annual Report 2019
Note 28 Long-term Incentive Plans
The Company maintains the long-term incentive plans (LTIP) described below.
Unit Bonus Plan
In 2008, Lundin Petroleum implemented an LTIP scheme consisting of a Unit Bonus Plan which provides for an annual grant of units that
will lead to a cash payment at vesting. The LTIP has a three year duration whereby the initial grant of units vested equally in three tranches:
one third after one year; one third after two years; and the fi nal third after three years. The cash payment is conditional upon the holder of
the units remaining an employee of the Group at the time of payment. The share price for determining the cash payment at the end of each
vesting period will be the average of the Lundin Petroleum closing share price for the fi ve trading days prior to and following the actual vesting
date adjusted for any dividend payments between grant date and vesting date. The exercise price at vesting date 31 May 2019 was SEK 265.33.
LTIPs that follow the same principles as the 2008 LTIP have subsequently been implemented each year.
The following table shows the number of units issued under the LTIPs, the amount outstanding as at 31 December 2019 and the year in which
the units will vest.
Unit Bonus Plan
Outstanding at the beginning of the period
Awarded during the period
Forfeited during the period
Exercised during the period
Outstanding at the end of the period
Vesting date
31 May 2020
31 May 2021
31 May 2022
Outstanding at the end of the period
2016
107,794
–
-4,428
-103,366
–
–
–
–
–
2017
188,064
–
-7,750
-90,806
89,508
89,508
–
–
89,508
Plan
2018
226,389
–
-9,766
-73,131
143,492
71,746
71,746
–
143,492
2019
–
190,161
-1,736
–
188,425
62,808
62,808
62,809
188,425
Total
522,247
190,161
-23,680
-267,303
421,425
224,062
134,554
62,809
421,425
The costs associated with the Unit Bonus Plan are as given in the following table.
Unit Bonus Plan
MUSD
2015
2016
2017
2018
2019
2019
–
0.8
2.4
3.4
2.2
8.8
2018
3.4
2.1
2.9
1.9
–
10.3
LTIP awards are recognised in the fi nancial statements pro rata over their vesting period. The total carrying amount for the provision for the
Unit Bonus Plan including social costs at 31 December 2019 amounted to MUSD 9.5 (MUSD 8.3). The provision is calculated based on Lundin
Petroleum’s share price at the balance sheet date. The closing share price at 31 December 2019 was SEK 318.30.
Performance Based Incentive Plan
The 2014–2019 AGMs resolved a long-term performance based incentive plan in respect of Group management and a number of key
employees.
The 2019 plan is effective from 1 July 2019 and the 2019 award has been accounted for from the second half of 2019. The awards made in
respect of 2019 vest over three years from 1 July 2019 subject to certain performance conditions being met. Each award was fair valued at the
date of grant at SEK 169.00 using an option pricing model.
The 2018 plan is effective from 1 July 2018 and vests over three years from 1 July 2018 subject to certain performance conditions being met.
Each award was fair valued at the date of grant at SEK 167.10 using an option pricing model.
The 2017 plan is effective from 1 July 2017 and vests over three years from 1 July 2017 subject to certain performance conditions being met.
Each award was fair valued at the date of grant at SEK 100.10 using an option pricing model.
Lundin Petroleum Annual Report 2019
89
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Group
Note 28 continued
The 2016 plan was effective from 1 July 2016 and vested on 30 June 2019. The number of awards increased compared to the original number
of awards as a result of the dividend distribution of the IPC business as per the plan rules. Each original award was fair valued at the date of
grant at SEK 89.30 using an option pricing model. Awards given to employees employed by IPC following the IPC spin-off have been pro-rated
until the spin-off date 24 April 2017. Based on the performance conditions of the 2016 plan, the 2016 plan vested in full in 2019 with Lundin
Petroleum’s total shareholder return (TSR) ranking well above the upper quartile level as 2nd of 16 peers. The TSR movements of peers that
were taken over were measured by the acquiring companies post acquisition.
The following table shows the number of units issued under the LTIPs, the amount outstanding as at 31 December 2019 and the year in which
the awards will vest.
Performance Based Incentive Plan
Outstanding at the beginning of the period
Awarded during the period
Forfeited during the period
Exercised during the period
Outstanding at the end of the period
End of performance period
30 June 2020
30 June 2021
30 June 2022
Outstanding at the end of the period
2016
409,343
–
–
-409,343
–
–
–
–
–
2017
355,954
–
-5,535
–
350,419
350,419
–
–
350,419
Plan
2018
278,917
–
-7,758
–
271,159
–
271,159
–
271,159
2019
–
316,855
–
–
316,855
–
–
316,855
316,855
Total
1,044,214
316,855
-13,293
-409,343
938,433
350,419
271,159
316,855
938,433
The costs associated with the Performance Based Incentive Plan are as given in the following table.
Performance Based Incentive Plan
MUSD
2019
2018
2015
2016
2017
2018
2019
–
0.6
1.5
1.7
1.0
4.8
0.6
1.3
1.4
0.7
–
4.0
LTIP awards are recognised in the fi nancial statements pro rata over their vesting period. The total effect on equity for the Performance Based
Incentive Plan at 31 December 2019 amounted to MUSD 7.3 (MUSD 6.0). The effect on equity is calculated based on the fair value at date of grant.
90
Lundin Petroleum Annual Report 2019
Note 29 Remuneration to the Group’s Auditors
TUSD
2019
2018
PwC
Audit fees
Out of which to PricewaterhouseCoopers AB
Audit related
Out of which to PricewaterhouseCoopers AB
Tax advisory services
Out of which to PricewaterhouseCoopers AB
Other fees
Out of which to PricewaterhouseCoopers AB
Total PwC
Out of which to PricewaterhouseCoopers AB
Remuneration to other auditors than PwC
Total audit fees
Out of which to PricewaterhouseCoopers AB
536
191
22
11
6
–
90
79
654
281
68
722
281
448
201
33
23
45
–
69
55
595
279
65
660
279
Audit fees include the review of the 2019 half year report. Audit related costs include special assignments such as licence audits and PSC
audits.
Note 30 Subsequent Events
In January 2020, Lundin Petroleum concluded a transaction with OX2 AB (OX2) to acquire a 100 percent interest in the Metsälamminkangas
(MLK) wind farm project, in mid Finland. MLK will produce around 400 GWh per annum gross, once it is fully operational in 2022, from 24
onshore wind turbines. The MLK operations will be managed by OX2. The investment, including the acquisition cost, is approximately MUSD
200 gross over 2020 to 2021 and the project will be free cash fl ow positive from 2022. It is Lundin Petroleum’s intention to farm-down 50
percent of the 100 percent acquired MLK interest.
In January 2020, Lundin Petroleum entered into a revolving credit facility amounting to MUSD 260 for the fi nancing of the renewable power
projects with a current interest rate margin over LIBOR of 1.25 percent.
In February 2020, the drilling of the exploration well Hasselbaink in PL917 was completed. For more information on the results of this well,
see page 23 of the Directors’ Report.
Lundin Petroleum Annual Report 2019
91
FINANCIAL STATEMENTS AND NOTES
Annual Accounts of the Parent Company
Parent Company
The business of the Parent Company is investment in and management of oil and gas assets. The net result for the Parent Company
amounted to MSEK 18,885.5 (MSEK 1,657.8) for the year. The net result for the year included MSEK 19,148.4 (MSEK 1,812.4) fi nancial
income as a result of received dividends from a subsidiary. The net result excluding received dividends amounted to MSEK -262.9
(MSEK -154.6).
The net result included general and administrative expenses of MSEK 248.1 (MSEK 180.9) and net fi nance costs of MSEK 33.7 (fi nance
income of MSEK 5.3) when excluding the received dividends as mentioned above.
Pledged assets of MSEK 55,118.9 (MSEK 55,118.9) relate to the carrying value of the pledge of the shares in respect of the reserve-based
credit facility entered into by its fully-owned subsidiary Lundin Petroleum Holding BV, see also Note 23 in the notes to the fi nancial
statements of the Group.
The Swedish Prosecution Authority issued a notifi cation of a corporate fi ne and forfeiture of economic benefi ts against Lundin
Petroleum in relation to past operations in Sudan from 1997 to 2003. The notifi cation indicated that the Prosecutor might seek a
corporate fi ne of MSEK 3 and forfeiture of economic benefi ts from the alleged offense in the amount of MSEK 3,282, based on the
profi t of the sale of the Block 5A asset in 2003 of MSEK 720. Any potential corporate fi ne or forfeiture would only be imposed after
the conclusion of a trial, should one occur. The investigation is in its tenth year and Lundin Petroleum remains convinced that there
are absolutely no grounds for any allegations of wrongdoing by any Company representative and the Company will fi rmly contest any
corporate fi ne or forfeiture of economic benefi ts. The Company considers this to be a contingent liability and therefore no provision
has been recognised.
Accounting Policies
The fi nancial statements of the Parent Company are prepared in accordance with accounting policies generally accepted in Sweden,
applying RFR 2 issued by the Swedish Financial Reporting Board and the Annual Accounts Act (1995: 1554). RFR 2 requires the
Parent Company to use similar accounting policies as for the Group, i.e. IFRS to the extent allowed by RFR 2. The Parent Company’s
accounting policies do not in any material respect deviate from the Group policies, see pages 63–68.
92
Lundin Petroleum Annual Report 2019
FINANCIAL STATEMENTS AND NOTES
Parent Company Income Statement
for the Financial Year Ended 31 December
Expressed in MSEK
Revenue
General and administration expenses
Operating loss
Result from fi nancial investments
Finance income
Finance cost
Profi t before tax
Income tax
Net result
Note
1
2
3
2019
18.9
-248.1
-229.2
19,148.5
-33.8
19,114.7
18,885.5
–
18,885.5
Parent Company Comprehensive Income Statement
for the Financial Year Ended 31 December
Expressed in MSEK
Net result
Other comprehensive income
Total comprehensive income
Attributable to:
Shareholders of the Parent Company
2019
18,885.5
–
18,885.5
18,885.5
18,885.5
2018
21.0
-180.9
-159.9
1,818.1
-0,4
1,817.7
1,657.8
–
1,657.8
2018
1,657.8
–
1,657.8
1,657.8
1,657.8
Lundin Petroleum Annual Report 2019
93
FINANCIAL STATEMENTS AND NOTES
Parent Company Balance Sheet
for the Financial Year Ended 31 December
Expressed in MSEK
ASSETS
Non-current assets
Shares in subsidiaries
Other tangible fi xed assets
Total non-current assets
Current assets
Prepaid expenses and accrued income
Other receivables
Cash and cash equivalents
Total current assets
TOTAL ASSETS
EQUITY AND LIABILITIES
Restricted equity
Share capital
Statutory reserve
Total restricted equity
Unrestricted equity
Other reserves
Retained earnings
Net result
Total unrestricted equity
Total equity
Non-current liabilities
Provisions
Total non-current liabilities
Current liabilities
Dividends
Trade payables
Payables to Group companies
Accrued expenses and prepaid income
Other liabilities
Total current liabilities
Note
2019
2018
9
4
5
55,118.9
0.4
55,119.3
2.4
1,105.0
31.7
1,139.1
56,258.4
3.5
861.3
864.8
6,479.7
29,012.8
18,885.5
54,378.0
55,242.8
1.0
1.0
985.7
–
0.3
27.5
1.1
1,014.6
55,118.9
0.4
55,119.3
1.8
3.6
29.5
34.9
55,154.2
3.5
861.3
864.8
6,479.7
46,118.5
1,657.8
54,256.0
55,120.8
0.7
0,7
–
5.8
21.5
3.4
2.0
32.7
TOTAL EQUITY AND LIABILITIES
56,258.4
55,154.2
94
Lundin Petroleum Annual Report 2019
FINANCIAL STATEMENTS AND NOTES
Parent Company Statement of Cash Flow
for the Financial Year Ended 31 December
Expressed in MSEK
Cash fl ow from operating activities
Net result
Adjustment for
Foreign currency exchange loss
Dividends from subsidiary
Other
Changes in working capital:
Changes in current assets
Changes in current liabilities
Total cash fl ow from operating activities
Cash fl ow from investing activities
Investments in other fi xed assets
Total cash fl ow from investing activities
Cash fl ow from fi nancing activities
Dividends paid
Share redemption
Purchase of own shares
Total cash fl ow from fi nancing activities
Change in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Currency exchange difference in cash and cash equivalents
Cash and cash equivalents at the end of the year
2019
18,885.5
0.2
-1,159.5
1.4
137.9
-4.9
17,860.6
-0.1
-0.1
-3,347.6
-14,510.3
–
-17,857.9
2.6
29.5
-0.4
31.7
2018
1,657.8
-5.7
–
0.9
2.1
-162.0
1,493.1
-0.4
-0.4
-1,354.1
–
-119.5
-1,473.6
19.1
4.8
5.6
29.5
Parent Company Statement of Changes in Equity
for the Financial Year Ended 31 December
Restricted Equity
Unrestricted Equity
Expressed in MSEK
Balance at 1 January 2018
Total comprehensive income
Transactions with owners
Purchase of own shares
Cash distributions
Total transactions with owners
Balance at 31 December 2018
Total comprehensive income
Transactions with owners
Cash distributions
Share redemption
Bonus issue (sw. fondemission)
Total transactions with owners
Balance at 31 December 2019
Share
capital
Statutory
reserve
Other
reserves
6,599.2
–
-119.5
–
-119.5
6,479.7
–
–
–
–
–
861.3
–
–
–
–
861.3
–
–
–
–
–
861.3
6,479.7
3.5
–
–
–
–
3.5
–
–
-0.6
0.6
–
3.5
Retained
earnings
47,472.6
1,657.8
–
-1,354.1
-1,354.1
47,776.3
18,885.5
-4,638.7
-14,124.2
-0.6
-18,763.5
47,898.3
Total
54,071.8
1,657.8
-119.5
-1,354.1
-1,473.6
54.256.0
18,885.5
-4,638.7
-14,124.2
-0.6
-18,763.5
54,378.0
Total
equity
54,936.6
1,657.8
-119.5
-1,354.1
-1,473.6
55.120.8
18,885.5
-4,638.7
-14,124.8
–
-18,763.5
55,242.8
Lundin Petroleum Annual Report 2019
95
FINANCIAL STATEMENTS AND NOTES
Notes to the Financial Statements
of the Parent Company
Note 1 Finance Income
Note 7 Remuneration to the Auditor
2019
2018
MSEK
19,148.4
1,812.4
PwC
0.1
–
–
5.7
Audit fees
Audit related
19,148.5
1,818.1
Other fees
2019
2018
1.8
–
0.7
2.5
1.8
0.1
0.5
2.4
MSEK
Dividend
Interest income
Foreign exchange gain
Note 2 Finance Costs
MSEK
Interest expenses
Foreign exchange loss
Other
Note 3 Income Tax
2019
0.2
0.2
33.4
33.8
2018
–
–
0.4
0.4
MSEK
2019
2018
Net result before tax
18,885.5
1,657.8
Tax calculated at the corporate tax rate
in Sweden 21.4% (22%)
-4,041.5
-364.7
Tax effect of received dividend
4,097.8
398.7
Tax effect of expenses non-deductible for
tax purposes
Increase unrecorded tax losses
-4.3
-52.0
–
-3.6
-30.4
–
Note 4 Other Receivables
MSEK
31 December
2019
31 December
2018
Due from Group companies
1,101.3
VAT receivable
Other
1.7
2.0
1,105.0
0.2
1.2
2.2
3.6
Note 5 Accrued Expenses and Prepaid Income
MSEK
Social security costs
Directors fees
Audit fees
Outside services
31 December
2019
31 December
2018
1.7
0.6
1.4
23.8
27.5
1.1
0.6
1.1
0.6
3.4
Note 6 Pledged Assets, Contingent Liabilities and
Assets
Pledged assets relate to the carrying value of the pledge of the
shares in respect of the reserve-based credit facility entered into
by the wholly-owned subsidiary Lundin Petroleum Holding
BV, see Note 23 in the notes to the fi nancial statements of the
Group.
96
Lundin Petroleum Annual Report 2019
There has been no remuneration to any auditors other than
PricewaterhouseCoopers AB.
Note 8 Proposed Disposition of Unappropriated
Earnings
The 2020 Annual General Meeting has an unrestricted equity at
its disposal of MSEK 54,378.0, including the net result for the
year of MSEK 18,885.5.
In accordance with the dividend policy, the Board of Directors
propose that the Annual General Meeting resolves on a dividend
for 2019 of USD 1.80 per share, corresponding to USD 511
million (rounded off), to be paid in quarterly instalments of
USD 0.45 per share, corresponding to USD 128 million (rounded
off). Before payment, each quarterly dividend of USD 0.45
per share shall be converted into a SEK amount, and paid out
in SEK, 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 fi nal 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 fi rst dividend payment is expected to be paid around
7 April 2020, with an expected record date of 2 April 2020 and
expected ex-dividend date of 1 April 2020. The second dividend
payment is expected to be paid around 8 July 2020, with an
expected record date of 3 July 2020 and expected ex-dividend
date of 2 July 2020. The third dividend payment is expected
to be paid around 7 October 2020, with an expected record
date of 2 October 2020 and an expected ex-dividend date of
1 October 2020. The fourth dividend payment is expected to
be paid around 8 January 2021, with an expected record date
of 4 January 2021 and an expected ex-dividend date of 30
December 2020.
In order to comply with Swedish company law, a maximum
total SEK amount shall be pre-determined to ensure that the
dividend distributed does not exceed the available distributable
reserves of the Company and such maximum amount for the
2019 dividend has been set to a cap of SEK 9.203 billion (i.e., SEK
2.301 billion per quarter). If the total dividend would exceed
the cap of SEK 9.203 billion, the dividend will be automatically
adjusted downwards so that the total dividend corresponds to
the cap of SEK 9,203 billion.
FINANCIAL STATEMENTS AND NOTES | Notes to the Financial Statements of the Parent Company
Note 8 continued
Based on the above, the Board of Directors propose that the Annual General Meeting dispose of the unrestricted equity as follows:
MSEK
The Board of Directors proposes that the shareholders are paid a dividend of USD 1.80 per share 1
Brought forward
Unrestricted equity
4,969.1
49,408.9
54,378.0
1 The amount is based on the USD to SEK exchange rate published by Sweden’s central bank (Riksbanken) as at 26 February 2020. The amount is based
on the number of shares in circulation on 26 February 2020 and the total dividend amount may change by the record dates as a result of repurchases
of own shares or as a result of issue of new shares. The dividend is USD denominated, fl uctuations in the USD to SEK exchange rate between 26 Febru-
ary 2020 and approval of the dividend proposal by the Annual General Meeting will have an impact on the total dividend amount reported in SEK. If
the dividend proposal is approved by the Annual General Meeting, the dividend will be recorded as a liability in USD on the date of the Annual General
Meeting and the SEK equivalent of the USD liability will fl uctuate until the fourth tranche is converted from USD to SEK.
Based on a comprehensive review of the fi nancial position of the Company and the Group as a whole, as well as the proposed
authorisation to repurchase shares, the Board of Directors is of the opinion that the proposed dividend is justifi able in view of the
requirements that the nature and scope of, and risks involved in the Company’s operations, place on the size of the Company’s
and Group’s equity, as well as their consolidation needs, liquidity and position in other respects. The Board of Directors considered
that there is negative equity at Group level, however such equity is based on historical accounting determinations of book value,
depreciations and foreign exchange results, and does not take into account the fair market value of the assets held by the Group.
The Board of Directors’ full statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act is available on
www.lundin-petroleum.com.
Note 9 Shares in Subsidiaries
MSEK
Directly owned
Registration
number
Registered offi ce
Total number of
shares issued
Percentage
owned
Nominal
value
per share
Book
amount
31 Dec 2019
Lundin Petroleum Holding BV
68246226
The Hague, Netherlands
100
100
EUR 1.00
55,118.9
Indirectly owned
Lundin Norway AS
986 209 409
Lysaker, Norway
4,930,000
100
NOK 100.00
Lundin Petroleum Marketing SA
660.6.133.015-6
Lundin Petroleum SA
660.0.330.999-0
Lundin Energy Holding BV
Lundin Petroleum Services BV
Lundin Russia BV
- Lundin Russia Ltd.
- Lundin Lagansky BV
76493202
68359985
27290574
656565-4
27292984
Collonge-Bellerive,
Switzerland
Collonge-Bellerive,
Switzerland
The Hague, Netherlands
The Hague, Netherlands
The Hague, Netherlands
Vancouver, Canada
The Hague, Netherlands
1,000
1,000
100
100
18,000
55,855,414
18,000
100
CHF 100.00
100
CHF 100.00
100
100
100
100
100
EUR 1.00
EUR 1.00
EUR 1.00
CAD 1.00
EUR 1.00
Lundin Petroleum Annual Report 2019
97
FINANCIAL STATEMENTS AND NOTES
Board Assurance
As at 28 February 2020, the Board of Directors and the President of Lundin Petroleum AB have adopted this annual report for the
fi nancial year ended 31 December 2019.
Board Assurance
The Board of Directors and the President & CEO certify that the annual fi nancial report for the Parent Company has been prepared
in accordance with generally accepted accounting principles in Sweden and that the consolidated accounts have been prepared in
accordance with IFRS as adopted by the EU and give a true and fair view of the fi nancial position and profi t of the Company and the
Group and provides a fair review of the performance of the Group’s and Parent Company’s business, and describes the principal risks
and uncertainties that the Company and the companies in the Group face.
Stockholm, 28 February 2020
Lundin Petroleum AB (publ) Reg. Nr. 556610-8055
Ian H. Lundin
Chairman
Alex Schneiter
President & CEO
Peggy Bruzelius
Board Member
C. Ashley Heppenstall
Board Member
Lukas H. Lundin
Board Member
Torstein Sanness
Board Member
Grace Reksten Skaugen
Board Member
Jakob Thomasen
Board Member
Cecilia Vieweg
Board Member
Our audit report was issued on March 2, 2020
PricewaterhouseCoopers AB
Johan Rippe
Authorised Public Accountant
Lead Partner
98
Lundin Petroleum Annual Report 2019
FINANCIAL STATEMENTS AND NOTES
Auditor’s Report
To the general meeting of the shareholders of Lundin
Petroleum AB (publ), corporate identity number 556610-8055
other matters consideration of whether there was evidence of bias
that represented a risk of material misstatement due to fraud.
Report on the annual accounts and consolidated accounts
Opinions
We have audited the annual accounts and consolidated accounts
of Lundin Petroleum AB (publ) for the year 2019 except for the
corporate governance statement on pages 36–55. The annual
accounts and consolidated accounts of the company are included on
pages 19–98 in this document.
In our opinion, the annual accounts have been prepared in
accordance with the Annual Accounts Act and present fairly, in all
material respects, the fi nancial position of parent company as of 31
December 2019 and its fi nancial performance and cash fl ow for the
year then ended in accordance with the Annual Accounts Act. The
consolidated accounts have been prepared in accordance with the
Annual Accounts Act and present fairly, in all material respects, the
fi nancial position of the Group as of 31 December 2019 and their
fi nancial performance and cash fl ow for the year then ended in
accordance with International Financial Reporting Standards (IFRS),
as adopted by the EU, and the Annual Accounts Act. Our opinions do
not cover the corporate governance statement on pages 36–55. The
statutory administration report is consistent with the other parts of
the annual accounts and consolidated accounts.
Therefore, we recommend that the general meeting of shareholders
adopts the income statement and balance sheet for the parent
company and the Group.
Our opinions in this report on the annual accounts and consolidated
accounts are consistent with the content of the additional report
that has been submitted to the parent company’s audit committee in
accordance with the Audit Regulation (537/2014) Article 11.
Basis for Opinions
We conducted our audit in accordance with International Standards
on Auditing (ISA) and generally accepted auditing standards in
Sweden. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities section. We are
independent of the Parent company and the Group in accordance
with professional ethics for accountants in Sweden and have
otherwise fulfi lled our ethical responsibilities in accordance with
these requirements. This includes that, based on the best of our
knowledge and belief, no prohibited services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided to the audited
company or, where applicable, its parent company or its controlled
companies within the EU.
We believe that the audit evidence we have obtained is suffi cient
and appropriate to provide a basis for our opinions.
Our audit approach
Audit scope
Lundin Petroleum is an oil and gas company with exploration,
development and production activities that primarily have been
located in Norway during the fi nancial year 2019. We designed our
audit by determining materiality and assessing the risks of material
misstatement in the consolidated fi nancial statements. In particular,
we considered where management made subjective judgements;
for example, in respect of signifi cant accounting estimates that
involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits, we also addressed the
risk of management override of internal controls, including among
We tailored the scope of our audit in order to perform suffi cient
work to enable us to provide an opinion on the consolidated
fi nancial statements as a whole, taking into account the structure of
the Group, the accounting processes and controls, and the industry
in which the Group operates.
Our planning of the audit included an assessment of the level of
audit work to be performed at the Group’s headquarters and at
local offi ces. Following the Group’s organisation certain processes
for accounting and fi nancial reporting are performed outside the
Group’s headquarter which means that we performed our audit
work both at the Group’s headquarters and in those locations.
In determining the level of audit work required for the purposes
of the Group audit in each entity of the Group we considered
the geographical location, the size of each entity and the risk
associated with the accounts in each entity in relation to the Group’s
consolidated accounts as a whole. This analysis also included
the nature and extent of audit procedures in each entity where
a combination of full audits and specifi ed audit procedures were
performed based on size and risk in the individual entity. Following
this analysis and in dialogue with the Group’s audit committee,
we performed, through our component audit teams, a full audit
in Norway, as well as for the parent company and specifi ed audit
procedures in the Netherlands. For entities considered to be of
insignifi cant size to the Group we performed analytical procedures.
At the Group’s headquarters we performed the audit of the parent
company, the consolidation, the annual report and key judgments
and estimates in the Group. Given the size of the Norwegian
operations, our procedures as Group auditors have also included
several meetings with management from Norway.
We have obtained reporting from our component auditors on two
occasions during 2019 and we have reported the results from our
procedures to management and the Audit Committee after the
review of the Report for the six months period ended 30 June, 2019
and after the year-end audit of the fi nancial year 2019.
Materiality
The scope of our audit was infl uenced by our application of
materiality. An audit is designed to obtain reasonable assurance
whether the fi nancial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They
are considered material if individually or in aggregate, they could
reasonably be expected to infl uence the economic decisions of users
taken on the basis of the consolidated fi nancial statements.
Based on our professional judgement, we determined certain
quantitative thresholds for materiality, including the overall Group
materiality for the consolidated fi nancial statements. These, together
with qualitative considerations, helped us to determine the scope of
our audit and the nature, timing and extent of our audit procedures
and to evaluate the effect of misstatements, both individually and in
aggregate on the fi nancial statements as a whole.
Key audit matters
Key audit matters of the audit are those matters that, in our
professional judgment, were of most signifi cance in our audit of the
annual accounts and consolidated accounts of the current period.
These matters were addressed in the context of our audit of, and in
forming our opinion thereon, the annual accounts and consolidated
accounts as a whole, but we do not provide a separate opinion on
these matters.
Lundin Petroleum Annual Report 2019
99
FINANCIAL STATEMENTS AND NOTES | Auditor’s Report
Key audit matter
How our audit addressed the Key audit matter
Recoverability of the carrying value of oil and gas properties and
goodwill
The carrying value of oil and gas properties represents the majority
of the assets in the balance sheet in the Group and amounted to USD
5.473 million (USD 5.341 million) as per 31 December 2019. During
the year management follows a process to identify potential indicators
of impairment and to the extent that indicators are identifi ed
impairment tests are prepared. In an impairment test the carrying
value of oil and gas properties is supported by the higher of either
value in use calculations, which are based on discounted future cash
fl ow forecasts, or fair value less cost of disposal (recoverable amount).
The assessment is performed for each cash generating unit separately
both for producing and non-producing fi elds. Each fi eld or fi elds
with shared infrastructure in the development or production phase
typically represents a separate cash generating unit. For exploration
and evaluation assets, the assessment is generally performed on a
fi eld cost centre basis and by exploration well. The assessment to
identify potential impairment indicators and to perform impairment
tests requires management to exercise signifi cant judgement as
described in the Accounting Policies “Critical accounting estimates and
judgements” as well as in note 9 to the Annual Report where there is
a risk that the valuation of oil and gas properties and any potential
impairment charge or reversal of impairment may be incorrect.
Management’s assessment requires consideration of a number of
factors, including but not limited to, the determination of cash
generating units, the Group’s intention to proceed with a future
work programme, the probability of success of future drilling, the
size of proved and probable reserves, short and long term oil prices,
future capital expenditures and operating costs as well as discount
and infl ation rates. The estimation of oil and natural gas reserves
is a signifi cant area of judgement due to the technical uncertainty
in assessing the estimated quantities. The estimates has a direct
impact on depletion charges and is fundamental to the impairment
assessment of oil and gas properties, but is also an indicator of the
future potential of the Group’s performance. Following the analysis
of impairment indicators management concluded that there were
no impairment indicators identifi ed for producing fi elds and no
impairment or reversal of impairment was recorded. As part of the
impairment testing process for producing fi elds, the goodwill of
USD 128 million that originates from the Edvard Grieg transaction
in 2016 was also tested for impairment which is in accordance with
the requirement to test goodwill on an annual basis. Management
has concluded that the carrying values could be supported as per 31
December 2019.
For non-producing fi elds the company has expensed USD 126 million
during the year as exploration costs. In addition, following a technical
review as part of the year-end process, management determined
that a stand-alone development of the Alta and nearby Gohta
discoveries is no longer considered to be commercial, and a subsea
tie-back development to either Johan Castberg or another future
host development in the area is considered the most viable option.
Following this review, capitalized costs of USD 128 million for related
licenses in the Barents Sea were impaired as of 31 December 2019.
Refer to pages 27–29 in the Directors’ report, pages 64–65 and 68
in the Accounting Policies and note 9 in the fi nancial statements for
more information.
For producing fi elds and the technical goodwill related to the Edvard
Grieg cash generating unit we obtained management’s impairment
indicator assessment and impairment test as per 31 December 2019.
There were signifi cant headroom in the goodwill impairment test
mainly as a result of an upward revision in reserves and improved
short term price assumptions. No impairment indicators were
identifi ed for producing fi eld, and consequently our procedures were
limited to audit procedures on management’s impairment indicator
assessment for producing fi eld and assessing changes in signifi cant
assumptions in the goodwill impairment test.
As part of our internal controls work, we evaluated and challenged
management’s assessment and controls over determining the
impairment indicators and the process by which this was performed.
Our internal controls testing supported management’s conclusion that
no impairment indicators triggering the need for impairment tests
for the Company’s producing oil and gas assets as per 31 December
2019. In respect of the impairment model applied by management
for goodwill impairment testing, we considered and tested controls
around input data to the impairment test and the review and approval
of the impairment calculation.
The assumptions that underpin management’s assessment of potential
impairment indicators are inherently judgmental. Our audit work
therefore assessed and challenged the reasonableness of management’s
key judgements. Specifi cally our work included, but was not limited
to, the following procedures:
· comparison of management´s short-term oil price assumptions
against external oil price forward curves;
· comparison of long-term oil price assumptions against long-term
assumptions communicated by peers, views published by an
independent data provider and broker fi rms, which provided a range
of relevant third-party data points;
· comparison of hydrocarbon production profi les, proved and probable
reserves to updated reserve reports prepared by ERC Equipoise Ltd
for 2019;
· comparison of estimated future operating costs and capital
expenditures to prior period profi les;
· benchmarking of infl ation and discount rates applied.
As part of assessment of impairment indicators, we challenged the
estimation of proven and probable reserves performed by the group’s
external reserves auditor, ERC Equipoise Ltd. We have performed the
following audit procedures;
· determined that the group’s process for collecting relevant reports
was suffi ciently robust;
· assessed competence and objectivity of ERC as expert, to satisfy
ourselves they were appropriately qualifi ed to carry out the volumes
estimation;
· testing of internal controls related to assumptions used in
determining reserves, and approving the fi nal ERC reserve report.
For non-producing oil and gas properties we obtained a listing of
capitalized exploration expenditures by fi eld area cost centre basis
(fi eld) as of 31 December 2019. We tested Management’s internal
controls for assessing continued capitalisation of non-producing oil
and gas properties. Furthermore, we tested the mathematical accuracy
of this listing and reconciled the listing to the general ledger. We then
assessed and challenged the continued capitalization of exploration
expenditures by assessing the underlying documentation prepared
by management for each of the fi elds/licenses and discussing with
management. On a sample basis, we also reconciled and corroborated
information provided on expenditures incurred and wells drilled
to license budgets, resource and value estimates, publicly available
information, progress reporting in the joint venture, future plans and/
or well commitments.
100
Lundin Petroleum Annual Report 2019
Key audit matter
How our audit addressed the Key audit matter
Recognition and valuation of current taxes and deferred taxes
We obtained the Company’s annual tax calculation as prepared by
management.
The calculation of taxes under the Norwegian Petroleum Tax Act
involves complexity and requires management judgement in the
application of the tax regulations to the calculation of current and
deferred taxes. For the year ended 31 December 2019 the current
and deferred income tax expense amounted to USD 849 million (USD
1,038 million) of which USD 443 million (USD 948 million) related
to a deferred tax expense. The group has recognised a net deferred
tax liability of USD 2.413 million at December 31, 2019 (USD 2.103
million) that primarily relate to Lundin Norway AS. This net amount
relates to deferred tax liabilities arising primarily from the tax value
of oil and gas assets being lower than the book value resulting in a
temporary difference with offsetting entries for deferred tax assets that
are mainly related to asset retirement obligations and losses and uplift
carried forward that are expected to be utilised in the future.
Refer to pages 28–29 in the Directors’ report, pages 67–68 in the
Accounting Policies and note 7 in the fi nancial statements for more
information.
Estimation of decommissioning and site restoration provisions
The group has recognised site restoration provisions in the amount of
USD 571 million as of December 31, 2019 (USD 490 million).
The calculation of decommissioning and site restoration provisions
requires signifi cant management judgement amongst other due
to the inherent complexity in estimating future decommissioning
costs. The decommissioning of offshore infrastructure is a relatively
immature activity and consequently there is limited historical
precedent against which to benchmark estimates of future costs. These
factors increase the complexity involved in determining accurate
accounting provisions that are material to the group’s balance sheet.
Management reviews decommissioning and site restoration provisions
on an annual basis but recognises provisions for new fi elds and
wells on an ongoing basis as installations are made offshore. This
review incorporates the effects of any changes in local regulations,
management’s expected approach to decommissioning, cost estimates,
year of decommissioning, infl ation and discount rates, and the effects
of changes in exchange rates.
Refer to page 29 in the Directors’ report, pages 66 and 68 in the
Accounting Policies and note 18 in the fi nancial statements.
The tax calculation is subject to internal controls. We tested
management’s controls over the detailed tax calculation, the
reconciliation of the tax assessment received against the prior year tax
return and review of uncertain tax positions.
As part of our substantive procedures, we tested mathematical
accuracy of the tax calculations and formulas applied. We reconciled
book and tax positions as of Dec 31, 2019 and Dec 31, 2018 used in
the calculation to underlying documentation. Furthermore, we tested
the reconciliation of the effective rate to underlying documentation.
Uncertain tax positions were examined based on the application of tax
regulations and by reviewing any correspondence with tax authorities,
documentation provided by the Company supporting their position
and legal documents presented by the Company’s external legal
advisors as part of the tax correspondence.
We critically assessed management’s annual review of provisions
recorded. The provisions contain estimates from both own operated
assets and non-operated assets.
We have gained an understanding of the mandatory or constructive
obligations with respect to the decommissioning of each asset based
on the contractual arrangements and relevant local regulation
to validate the appropriateness of the cost estimate. We obtained
management’s calculation of site restoration provisions for each fi eld.
We tested mathematical accuracy of the calculations and reconciled
the calculated site provision liability to the general ledger. As part
of our testing, we considered the competence and objectivity of the
internal experts who produced the cost estimates and challenged
key assumptions such as rig rates, discount rate, and year of
decommissioning.
For non-operated assets we have also assessed the competence of the
operator performing the estimate. Our procedures confi rmed that
management’s estimate of future decommissioning and restoration
costs are appropriate.
Lundin Petroleum Annual Report 2019
101
FINANCIAL STATEMENTS AND NOTES | Auditor’s Report
Other Information than the annual accounts and consolidated
accounts
This document also contains other information than the annual
accounts and consolidated accounts and is found on pages 1–18 and
104–113. The Board of Directors and the Chief Executive Offi cer are
responsible for this other information.
Our opinion on the annual accounts and consolidated accounts does
not cover this other information and we do not express any form of
assurance conclusion regarding this other information.
In connection with our audit of the annual accounts and
consolidated accounts, our responsibility is to read the information
identifi ed above and consider whether the information is materially
inconsistent with the annual accounts and consolidated accounts. In
this procedure we also take into account our knowledge otherwise
obtained in the audit and assess whether the information otherwise
appears to be materially misstated.
If we, based on the work performed concerning this information,
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of the Board of Director’s and the Chief
Executive Offi cer
The Board of Directors and the Chief Executive Offi cer are
responsible for the preparation of the annual accounts and
consolidated accounts and that they give a fair presentation in
accordance with the Annual Accounts Act and, concerning the
consolidated accounts, in accordance with IFRS as adopted by the
EU. The Board of Directors and the Chief Executive Offi cer are also
responsible for such internal control as they determine is necessary
to enable the preparation of annual accounts and consolidated
accounts that are free from material misstatement, whether due to
fraud or error.
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to infl uence the economic decisions of
users taken on the basis of these annual accounts and consolidated
accounts.
A further description of our responsibility for the audit of the
annual accounts and consolidated accounts is available on
Revisorsinspektionen’s website: www.revisorsinspektionen.se/
revisornsansvar. This description is part of the auditor´s report.
Report on other legal and regulatory requirements
Opinions
In addition to our audit of the annual accounts and consolidated
accounts, we have also audited the administration of the Board of
Director’s and the Chief Executive Offi cer of Lundin Petroleum AB
(publ) for the year 2019 and the proposed appropriations of the
company’s profi t or loss.
We recommend to the general meeting of shareholders that the
profi t be appropriated in accordance with the proposal in the
statutory administration report and that the members of the Board
of Director’s and the Chief Executive Offi cer be discharged from
liability for the fi nancial year.
Basis for Opinions
We conducted the audit in accordance with generally accepted
auditing standards in Sweden. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities
section. We are independent of the parent company and the
Group in accordance with professional ethics for accountants in
Sweden and have otherwise fulfi lled our ethical responsibilities in
accordance with these requirements.
We believe that the audit evidence we have obtained is suffi cient
and appropriate to provide a basis for our opinions.
In preparing the annual accounts and consolidated accounts, The
Board of Directors and the Chief Executive Offi cer are responsible for
the assessment of the company’s and the Group’s ability to continue
as a going concern. They disclose, as applicable, matters related to
going concern and using the going concern basis of accounting.
The going concern basis of accounting is however not applied if the
Board of Directors and the Chief Executive Offi cer intend to liquidate
the company, to cease operations, or has no realistic alternative but
to do so.
Responsibilities of the Board of Director’s and the Chief
Executive Offi cer
The Board of Directors is responsible for the proposal for
appropriations of the company’s profi t or loss. At the proposal of
a dividend, this includes an assessment of whether the dividend
is justifi able considering the requirements which the company’s
and the Group’s type of operations, size and risks place on the
size of the parent company’s and the Group’ equity, consolidation
requirements, liquidity and position in general.
The Audit Committee shall, without prejudice to the Board of
Director’s responsibilities and tasks in general, among other things
oversee the company’s fi nancial reporting process.
Auditor’s responsibility
Our objectives are to obtain reasonable assurance about whether the
annual accounts and consolidated accounts as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinions. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs and generally accepted auditing
standards in Sweden will always detect a material misstatement
The Board of Directors is responsible for the company’s organization
and the administration of the company’s affairs. This includes
among other things continuous assessment of the company’s and
the Group’s fi nancial situation and ensuring that the company´s
organization is designed so that the accounting, management of
assets and the company’s fi nancial affairs otherwise are controlled
in a reassuring manner. The Chief Executive Offi cer shall manage
the ongoing administration according to the Board of Directors’
guidelines and instructions and among other matters take measures
that are necessary to fulfi ll the company’s accounting in accordance
with law and handle the management of assets in a reassuring
manner.
102
Lundin Petroleum Annual Report 2019
Auditor’s responsibility
Our objective concerning the audit of the administration, and thereby
our opinion about discharge from liability, is to obtain audit evidence to
assess with a reasonable degree of assurance whether any member of the
Board of Directors or the Chief Executive Offi cer in any material respect:
· has undertaken any action or been guilty of any omission which can
give rise to liability to the company, or
· in any other way has acted in contravention of the Companies Act, the
Annual Accounts Act or the Articles of Association.
Our objective concerning the audit of the proposed appropriations of
the company’s profi t or loss, and thereby our opinion about this, is to
assess with reasonable degree of assurance whether the proposal is in
accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with generally accepted auditing
standards in Sweden will always detect actions or omissions that can give
rise to liability to the company, or that the proposed appropriations of the
company’s profi t or loss are not in accordance with the Companies Act.
A further description of our responsibility for the audit of the
administration is available on Revisorsinspektionen’s website: www.
revisorsinspektionen.se/revisornsansvar. This description is part of the
auditor’s report.
The auditor’s examination of the corporate governance statement
The Board of Directors is responsible for that the corporate governance
statement on pages 36–55 has been prepared in accordance with the
Annual Accounts Act.
Our examination of the corporate governance statement is conducted
in accordance with FAR’s auditing standard RevU 16 The auditor’s
examination of the corporate governance statement. This means that
our examination of the corporate governance statement is different and
substantially less in scope than an audit conducted in accordance with
International Standards on Auditing and generally accepted auditing
standards in Sweden. We believe that the examination has provided us
with suffi cient basis for our opinions.
A corporate governance statement has been prepared. Disclosures in
accordance with chapter 6 section 6 the second paragraph points 2-6 of
the Annual Accounts Act and chapter 7 section 31 the second paragraph
the same law are consistent with the other parts of the annual accounts
and consolidated accounts and are in accordance with the Annual
Accounts Act/ the Annual Accounts Act for Credit Institutions and
Securities Companies/ the Annual Accounts Act for Insurance Companies.
PricewaterhouseCoopers AB, Torsgatan 21, 113 97 Stockholm, was
appointed by the Annual General meeting on 29 March 2019 and has been
the company’s auditor since the company was listed on the Stockholm
Stock Exchange 6 September, 2001.
Stockholm, 2 March 2020
PricewaterhouseCoopers AB
Johan Rippe
Authorised Public Accountant
Lead Partner
Lundin Petroleum Annual Report 2019
103
ADDITIONAL INFORMATION
104
Lundin Petroleum Annual Report 2019
ADDITIONAL INFORMATION
Key Financial Data
Lundin Petroleum discloses alternative performance measures as part of its fi nancial statements prepared in accordance with ESMA’s
(European Securities and Markets Authority) guidelines. Lundin Petroleum believes that that the alternative performance measures
provide useful supplement information to management, investors, security analysts and other stakeholders and are meant to provide an
enhanced insight into the fi nancial development of Lundin Petroleum’s business operations and to improve comparability between periods.
Reconciliations of relevant alternative performance measures are provided on page 106. Defi nitions of the performance measures are provided
under the key ratio defi nitions below.
Financial data from continuing operations
MUSD
Revenue and other income
Operating cash fl ow1
CFFO
EBITDA1
Free cash fl ow
Net result
Adjusted net result
Net debt
Data per share from continuing operations
USD
Shareholders’ equity per share
Operating cash fl ow per share 1
CFFO per share
EBITDA per share 1
Free cash fl ow per share
Earnings per share
Earnings per share fully diluted
Adjusted earnings per share
Adjusted earnings per share fully diluted
Dividend per share 2
2019
2,948.7
1,537.1
1,378.2
1,918.4
1,271.7
824.9
252.7
4,006.7
-5.63
4.87
4.36
6.07
4.03
2.61
2.61
0.80
0.80
1.11
2018
2,640.7
1,864.1
1,718.3
1,932.5
663,0
225.7
295.3
2017
1,997.0
1,530.0
1,299.3
1,501.5
203.7
380.9
156.5
2016
950.0
857.9
668.7
752.5
-328.2
-399.3
28.6
3,398.2
3,883.6
4,075.5
-1,13
5.51
5.07
5.71
1.96
0.67
0.66
0.87
0.87
0.45
-1.03
4.50
3.82
4.41
0.60
1.13
1.13
0.46
0.46
1.21
-0.70
2.63
2.05
2.31
-1.01
-0.79
-0.79
0.09
0.09
–
2015
380.3
558.1
238.0
246.3
-1,035.2
-679.7
2.0
3,786.1
-1.61
1.81
0.77
0.80
-3.35
-2.18
-2.18
0.01
0.01
–
Number of shares issued at year end
285,924,614
340,386,445
340,386,445
340,386,445
311,070,330
Number of shares in circulation at year end
284,051,304
338,513,135
339,153,135
340,386,445
309,070,330
Weighted average number of shares for the year
315,833,140
338,592,250
340,237,772
325,808,486
309,070,330
Weighted average number of shares for the year
fully diluted
316,551,300
339,513,634
341,380,316
326,738,233
310,019,890
Share price
Share price in SEK
Share price in USD 3
Key ratios from continuing operations (%)
Return on equity4
Return on capital employed
Net debt/equity ratio4
Net debt/EBITDA ratio 1
Equity ratio
Share of risk capital
Interest coverage ratio
Operating cash fl ow/interest ratio 1
Yield
318.30
34.23
221.40
24.72
187.80
22.88
198.10
21.86
122.60
14.52
–
72
–
2.1
-26
13
20
16
3
–
47
–
1.8
-7
29
17
21
2
–
22
–
2.6
-6
17
6
12
5
–
-9
–
5.4
-17
-3
-2
5
n/a
–
-19
–
15.4
-10
1
-8
7
n/a
1 Excludes the reported after tax accounting gain of MUSD 756.7 in 2019 on the divestment of a 2.6 percent working interest in the Johan Sverdrup
project and excludes the reported after tax accounting loss of MUSD 14.4 in 2017 on the divestment of a 39 percent working interest in the Brynhild
fi eld.
2 Dividend per share represents the actual paid out dividend per share.
3 Share price at period end in USD is calculated based on quoted share price in SEK and applicable SEK/USD exchange rate as per period end.
4 As the equity at 31 December 2019, 31 December 2018, 31 December 2017, 31 December 2016 and 31 December 2015 is negative, these ratios have not
been calculated.
Lundin Petroleum Annual Report 2019
105
ADDITIONAL INFORMATION
Relevant Reconciliations of Alternative Performance
Measures
EBITDA
MUSD
Operating profi t
Minus: gain from sale of assets
Add: depletion of oil and gas properties
Add: exploration costs
Add: impairment costs of oil and gas properties
Add: loss from sale of assets
Add: depreciation of other tangible assets
2019
1,970.7
-756.7
443.8
125.6
128.3
–
6.7
2018
1,418.7
–
458.0
53.2
–
–
2.6
2017
812.4
–
568.4
73.1
30.6
14.4
2.6
EBITDA
1,918.4
1,932.5
1,501.5
Operating cash fl ow
MUSD
Revenue and other income
Minus: gain from sale of assets
Minus: production costs
Minus: purchase of crude oil from third parties
Minus: current taxes
Operating cash fl ow
Free cash fl ow
MUSD
2,948.7
2,640.7
1,997.0
-756.7
-164.8
-84.3
-405.8
–
-152.4
-533.8
-90.4
–
-164.2
-303.3
0.5
1,537.1
1,864.1
1,530.0
Cash fl ows from operating activities (CFFO)
Minus: cash fl ows from investing activities
Free cash fl ow
1,378.2
-106.5
1,271.7
1,718.3
-1,055.3
663.0
1,299.3
-1,095.6
203.7
Adjusted net result
MUSD
Net result
Adjusted for gain or loss from sale of assets
Adjusted for impairment costs of oil and gas properties
Adjusted for impairment of other shares
Adjusted for loan modifi cation gain
Adjusted for unwinding of loan modifi cation gain
Adjusted for foreign currency exchange gain or loss
Adjusted for tax effects of above mentioned items
Adjusted net result
824.9
-756.7
128.3
–
–
41.5
131.7
-117.0
252.7
225.7
380.9
–
–
–
-183.7
26.1
164.9
62.3
295.3
14.4
30.6
11.2
–
–
-255.3
-25.3
156.5
2016
-244.7
–
386.2
101.9
506.1
–
3.0
752.5
950.0
–
-168.4
-2.1
78.4
857.9
668.7
-996.9
-328.2
-399.3
–
506.1
–
–
–
4.2
-82.4
28.6
2015
-588.7
–
159.1
146.5
526.0
–
3.4
246.3
380.3
–
-104.6
–
282.4
558.1
238.0
-1,273.2
-1,035.2
-679.7
–
526.0
–
–
–
573.0
-417.3
2.0
Net debt
MUSD
Bank loans
Minus: cash and cash equivalents
Net debt
4,092.0
-85.3
4,006.7
3,465.0
-66.8
3,398.2
3,955.0
-71.4
3,883.6
4,145.0
-69.5
4,075.5
3,858.0
-71,9
3,786.1
106
Lundin Petroleum Annual Report 2019
ADDITIONAL INFORMATION
Key Ratio Definitions
Operating cash fl ow: Revenue and other income less production costs less purchase of crude oil from third parties less current taxes and less
gain on sale of assets.
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation): Operating profi t before depletion of oil and gas properties,
exploration costs, impairment costs, depreciation of other tangible assets and gain on sale of assets.
Free cash fl ow: Cash fl ow from operating activities (CFFO) less cash fl ow from investing activities in accordance with the consolidated
statement of cash fl ow.
Adjusted net result: Net result adjusted for the following items:
· Gain or loss from sale of assets is adjusted since the gain or loss does not give an indication of future or periodic performance.
· Impairment and reversal of impairment is adjusted since this affects the economics of an asset for the lifetime of that asset, not only the
period in which it is impaired or the impairment is reversed.
· Other items of income and expenses are adjusted when the impact on net result in the period is not refl ective of the company’s underlying
performance in the period. Such items may be unusual or infrequent transactions but they may also include transactions that are signifi cant
which would not necessarily qualify as either unusual or infrequent.
· Foreign currency exchange gain or loss is adjusted since the gain or loss does not give an indication of future or periodic performance as
currency exchange rates change between periods.
· Tax effects of the above mentioned adjustments to net result
Net debt: Bank loan less cash and cash equivalents.
Shareholders’ equity per share: Shareholders’ equity divided by the number of shares in circulation at year end.
Operating cash fl ow per share: Operating cash fl ow divided by the weighted average number of shares for the year.
CFFO per share: Cash fl ow from operating activities (CFFO) divided by the weighted average number of shares for the year.
EBITDA per share: EBITDA divided by the weighted average number of shares for the year.
Free cash fl ow per share: Free cash fl ow divided by the weighted average number of shares for the year.
Earnings per share: Net result attributable to shareholders of the Parent Company divided by the weighted average number of shares for the
year.
Earnings per share fully diluted: Net result attributable to shareholders of the Parent Company divided by the weighted average number of
shares for the year after considering any dilution effect.
Adjusted earnings per share: Adjusted net result attributable to shareholders of the Parent Company divided by the weighted average
number of shares for the year.
Adjusted earnings per share fully diluted: Adjusted net result attributable to shareholders of the Parent Company divided by the weighted
average number of shares for the year after considering any dilution effect.
Dividend per share: Paid out dividends per share for the year.
Weighted average number of shares for the year: The number of shares at the beginning of the year with changes in the number of shares
weighted for the proportion of the year they are in issue.
Weighted average number of shares for the year fully diluted: The number of shares at the beginning of the year with changes in the
number of shares weighted for the proportion of the year they are in issue after considering any dilution effect.
Return on equity: Net result divided by average total equity.
Return on capital employed: Income before tax plus interest expenses plus/less currency exchange differences on fi nancial loans divided by
the average capital employed (the average balance sheet total less non-interest bearing liabilities).
Net debt/equity ratio: Bank loan less cash and cash equivalents divided by shareholders’ equity.
Net debt/EBITDA ratio: Bank loan less cash and cash equivalents divided by EBITDA of the last four quarters.
Equity ratio: Total equity divided by the balance sheet total.
Share of risk capital: The sum of the total equity and the deferred tax provision divided by the balance sheet total.
Interest coverage ratio: Result after fi nancial items plus interest expenses plus/less currency exchange differences on fi nancial loans divided
by interest expenses.
Operating cash fl ow/interest ratio: Operating cash fl ow divided by the interest expense for the year.
Yield: Dividend per share in relation to quoted share price at the end of the year.
Lundin Petroleum Annual Report 2019
107
ADDITIONAL INFORMATION
Five Year Financial Data
Income statement summary 1
MUSD
Revenue from own production
Revenue from third party activities
Gain from sale of assets
Other income
Production costs
Depletion and decommissioning costs
Exploration costs
Impairment costs of oil and gas properties
Loss from sale of assets
Other cost of sales
Gross profi t/loss
General, administration and depreciation expenses
Operating profi t/loss
Net fi nancial items
Share in result of associated company
Profi t/loss before tax
Income tax
Net result from continuing operations
Net result from discontinued operations
Net result
Net result attributable to the shareholders
of the Parent Company:
Net result attributable to non-controlling interest:
Net result
Balance sheet summary
MUSD
Tangible fi xed assets
Other non-current assets
Current assets
Total assets
Shareholders’ equity
Non-controlling interest
Total equity
Non-current provisions
Non-current liabilities
Current liabilities
Total shareholders’equity and liabilities
2019
2,074.3
84.3
756.7
33.4
-164.8
-443.8
-125.6
-128.3
–
-84.3
2,001.9
-31.2
1,970.7
-295.0
-1.8
1,673.9
-849.0
824.9
–
824.9
824.9
–
824.9
2019
5,522.6
145.1
486.8
6,154.5
-1,598.8
–
-1,598.8
3,051.6
3,888.4
813.3
6,154.5
2018
2,071.8
536.1
–
32.8
-152.4
-458.0
-53.2
–
–
-533.8
1,443.3
-24.6
1,418.7
-153.2
-1.3
1,264.2
-1,038.5
225.7
–
225.7
225.7
–
225.7
2018
5,354.7
131.2
353.9
5,839.8
-383.8
–
-383.8
2,657.8
3,262.0
303.8
5,839.8
2017
1,654.8
303.5
–
38.7
-164.2
-567.3
-73.1
-30.6
-14.4
-303.3
844.1
-31.7
812.4
70.1
-0.4
882.1
-501.2
380.9
46.5
427.4
431.2
-3.8
427.4
2017
4,950.3
161.3
417.2
5,528.8
-350.8
–
-350.8
1,725.9
3,880.0
273.7
5,528.8
2016
973.8
2.1
–
-25.9
-168.4
-386.2
-101.9
-506.1
–
-2.1
-214.7
-30.0
-244.7
-218.8
–
-463.5
64.2
-399.3
-100.0
-499.3
-356.7
-142.6
-499.3
2016
4,542.5
168.0
491.6
5,202.1
-238.6
-113.6
-352.2
1,119.1
4,082.1
353.1
5,202.1
2015
347.6
–
–
32.7
-104.6
-159.1
-146.5
-526.0
–
–
-555.9
-32.8
-588.7
-670.9
–
-1,259.6
579.9
-679.7
-186.6
-866.3
-861.7
-4.6
-866.3
2015
4,219.7
24.1
541.5
4,785.3
-498.2
24.1
-474.1
970.5
3,867.0
421.5
4,785.3
1 The above table is based on continuing operations only (excluding the discontinued IPC operations following the spin-off in 2017 and excluding
the discontinued Russian onshore assets following the sale in 2014). The result from discontinued operations is reported separately in the income
statement.
108
Lundin Petroleum Annual Report 2019
ADDITIONAL INFORMATION
Reserve Quantity Information
Proved plus probable reserves (2P)
1 January 2019
Changes during the year
Acquisitions/Dispositions
Revisions
Extensions and new projects
Production
31 December 2019
1 The year end 2019 2P oil reserves reported include 19.5 MMbbl of NGL’s.
2 The factor of 6,000 is used by the Company to convert one scf to one boe.
Proved plus probable plus possible reserves (3P)
1 January 2019
Changes during the year
Acquisitions/Dispositions
Revisions
Extensions and new projects
Production
31 December 2019
1 The year end 2019 3P oil reserves reported include 24.9 MMbbl of NGL’s.
2 The factor of 6,000 is used by the Company to convert one scf to one boe.
Norway
oil reserves
MMbbl
715.8
-67.9
-1.1
46.1
-31.7
661.2 1
Norway
oil reserves
MMbbl
862.9
-80.0
-2.6
65.9
-31.7
814.5 1
Norway
gas reserves
Bn scf 2
177.5
-10.3
1.5
41.7
-18.0
192.4
Norway
gas reserves
Bn scf 2
227.8
-12.1
4.2
56.4
-18.0
258.3
Lundin Petroleum Annual Report 2019
109
ADDITIONAL INFORMATION
Definitions and Abbreviations
Reserves defined
Lundin Petroleum estimates reserves and resources according to 2018 Petroleum Resources Management System (PRMS) Guidelines of the Society
of Petroleum Engineers (SPE), World Petroleum Congress (WPC), American Association of Petroleum Geologists (AAPG) and Society of Petroleum
Evaluation Engineers (SPEE). Lundin Petroleum’s reserves are audited by ERC Equipoise Ltd. (ERCE), an independent reserves auditor. Reserves are
defi ned as those quantities of petroleum which are anticipated to be commercially recovered by application of development projects to known
accumulations from a given date forward under defi ned conditions. Estimation of reserves is inherently uncertain and to express an uncertainty
range, reserves are subdivided into Proved, Probable and Possible categories. Unless stated otherwise, Lundin Petroleum reports its Proved plus
Probable (2P) reserves and its Proved plus Probable plus Possible (3P) reserves.
Proved reserves
Probable reserves
Possible reserves
3P Reserves
2P Reserves
Proved reserves are those quantities of petroleum
which, by analysis of geological and engineering
data, can be estimated with reasonable certainty
to be commercially recoverable, from a given
date forward, from known reservoirs and under
current economic conditions, operating methods
and governmental regulations. Proved reserves
can be categorised as developed or undeveloped.
If deterministic methods are used, the term
reasonable certainty is intended to express a high
degree of confi dence that the quantities will be
recovered. If probabilistic methods are used, there
should be at least a 90 percent probability that
the quantities actually recovered will equal or
exceed the estimates.
Probable reserves are those unproved
reserves which analysis of geological and
engineering data indicate are less likely
to be recovered than Proved reserves but
more certain to be recovered than Possible
reserves. It is equally likely that actual
remaining quantities recovered will be
greater than or less than the sum of the
estimated 2P reserves. In this context, when
probabilistic methods are used, there should
be at least a 50 percent probability that the
actual quantities recovered will equal or
exceed the 2P estimate.
Possible Reserves are those additional reserves
which analysis of geoscience and engineering
data suggest are less likely to be recoverable
than Probable reserves. The total quantities
ultimately recovered from the project have
a low probability to exceed the sum of 3P
reserves, which is equivalent to the high
estimate scenario. In this context, when
probabilistic methods are used, there should be
at least a 10 percent probability that the actual
quantities recovered will equal or exceed the
3P estimate.
Resources defined
Contingent resources
Contingent resources are those quantities of petroleum estimated, as of a given
date, to be potentially recoverable from known accumulations, by application of
development projects, but which are not currently considered to be commercially
recoverable due to one or more contingencies. 2C is the best estimate of the
quantity that will actually be recovered from the accumulation by the project. It is
the most realistic assessment of recoverable quantities if only a single result were
reported. If probabilistic methods are used, there should be at least 50 percent
probability (P50) that the quantities actually recovered will equal or exceed the
best estimate. Unless stated otherwise, Lundin Petroleum reports its 2C contingent
resources.
Prospective resources
Prospective resources are those quantities of petroleum
estimated, as of a given date, to be potentially recoverable
from undiscovered accumulations by application of future
development projects. Prospective resources have both an
associated chance of discovery and chance of development.
Oil related measurements
Currency abbreviations
Barrel (1 barrel = 159 litres)
Billion cubic feet (1 cubic foot = 0.028 m3)
Billion
Barrels of oil equivalent
Barrels of oil equivalent per day
Barrels of oil per day
Billion barrels of oil equivalent
Thousand barrels
Thousand barrels of oil equivalent
bbl
bcf
Bn
boe
boepd
bopd
Bn boe
Mbbl
Mboe
Mboepd Thousand barrels of oil equivalent per day
Mbopd
Thousand barrels of oil per day
MMboe Million barrels of oil equivalent
MMbbl Million barrels
MMbopd Million barrels of oil per day
Mcf
MMscf Million standard cubic feet
Billion standard cubic feet
Bn scf
Thousand cubic feet
110
Lundin Petroleum Annual Report 2019
CHF
CAD
EUR
GBP
NOK
SEK
USD
TCHF
TSEK
TUSD
MSEK
MUSD
Swiss Franc
Canadian Dollar
Euro
British Pound
Norwegian Krone
Swedish Krona
US Dollar
Thousand CHF
Thousand SEK
Thousand USD
Million SEK
Million USD
i
For further definitions of oil and gas terms and
measurements, visit www.lundin-petroleum.com
ADDITIONAL INFORMATION
Share Data
Share data
Since Lundin Petroleum was incorporated in May 2001 and up to 31 December 2019 the Parent Company share capital has developed
as shown below.
Share data
Formation of the Company
Share split 10,000:1
New share issue
Warrants
Year
2001
2001
2001
2002
Incentive warrants
2002–2008
Valkyries Petroleum Corp. acquisition
Cancellation of shares/Bonus issue
New share issue
Cancellation of shares/Bonus issue
Total
2006
2014
2016
2019
Quota value
SEK
Change in number of
shares
Total number
of shares
Total share capital
SEK
100.00
1,000
1,000
0.01
0.01
0.01
0.01
0.01
0.01
0.01
0.01
9,999,000
10,000,000
202,407,568
212,407,568
35,609,748
14,037,850
55,855,414
248,017,316
262,055,166
317,910,580
-6,840,250
311,070,330
29,316,115
340,386,445
-54,461,831
285,924,614
285,924,614
285,924,614
100,000
100,000
2,124,076
2,480,173
2,620,552
3,179,106
3,179,106
3,478,713
3,478,713
3,478,713
Lundin Petroleum Annual Report 2019
111
ADDITIONAL INFORMATION
Shareholder Information
Lundin Petroleum will publish the following interim reports:
· 30 April 2020
· 29 July 2020
· 29 October 2020
· 28 January 2021
Three month report (January–March 2020)
Six month report (January–June 2020)
Nine month report (January–September 2020)
Year end report
The reports are available on www.lundin-petroleum.com in Swedish and English directly after public announcement.
Annual General Meeting
The Annual General Meeting (AGM) is held within six months from the close of the fi nancial year. All shareholders who are registered
in the shareholders’ register and who have duly notifi ed their intention to attend the AGM may do so and vote in accordance with
their level of shareholding. Shareholders may also attend the AGM through a proxy and a shareholder shall in such a case issue a
written and dated proxy. A proxy form is available on www.lundin-petroleum.com.
Lundin Petroleum’s AGM is to be held on Tuesday 31 March 2020 at 13.00 (Swedish time). Location: Vinterträdgården, Grand Hôtel,
Södra Blasieholmshamnen 8 in Stockholm.
Attendance at the meeting
Shareholders wishing to attend the meeting shall:
· be recorded in the share register maintained by Euroclear Sweden AB on Wednesday 25 March 2020; and
· notify Lundin Petroleum of their intention to attend the meeting no later than Wednesday 25 March 2020 through the website
www.lundin-petroleum.com (only applicable to individuals) or by mail to Computershare AB, “Lundin Petroleum AB’s AGM”, P.O.
Box 610, SE - 182 16 Danderyd, Sweden, by telephone Int +46-8-518 01 554 or by e-mail info@computershare.se.
When registering please indicate your name, social security number/company registration number, registered shareholding, address
and day time telephone number.
Shareholders whose shares are registered in the name of a nominee must temporarily register, through the nominee, the shares in
their own names in order to be entitled to attend the Annual General Meeting. Such registration must be effected by Wednesday 25
March 2020, at the latest.
112
Lundin Petroleum Annual Report 2019
ADDITIONAL INFORMATION
This information is information that Lundin Petroleum AB is required to make public pursuant to the Swedish Securities Markets Act.
The information was submitted for publication at 08.00 CET on 4 March 2020.
Forward-looking statements
Certain statements made and information contained herein constitute “forward-looking information” (within the meaning of
applicable securities legislation). Such statements and information (together, “forward-looking statements”) relate to future events,
including Lundin Petroleum’s future performance, business prospects or opportunities. Forward-looking statements include, but are
not limited to, statements with respect to estimates of reserves and/or resources, future production levels, future capital expenditures
and their allocation to exploration and development activities, future drilling and other exploration and development activities.
Ultimate recovery of reserves or resources are based on forecasts of future results, estimates of amounts not yet determinable and
assumptions of management.
All statements other than statements of historical fact may be forward-looking statements. Statements concerning proven and
probable reserves and resource estimates may also be deemed to constitute forward-looking statements and refl ect conclusions that
are based on certain assumptions that the reserves and resources can be economically exploited. Any statements that express or
involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”,
“may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions) are
not statements of historical fact and may be “forward-looking statements”. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such
forward-looking statements. No assurance can be given that these expectations and assumptions will prove to be correct and such
forward-looking statements should not be relied upon. These statements speak only as on the date of the information and Lundin
Petroleum does not intend, and does not assume any obligation, to update these forward-looking statements, except as required
by applicable laws. These forward-looking statements involve risks and uncertainties relating to, among other things, operational
risks (including exploration and development risks), productions costs, availability of drilling equipment, reliance on key personnel,
reserve estimates, health, safety and environmental issues, legal risks and regulatory changes, competition, geopolitical risk, and
fi nancial risks. These risks and uncertainties are described in more detail under the heading “Risk management” and elsewhere in
Lundin Petroleum’s Annual Report. Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive.
Actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements
are expressly qualifi ed by this cautionary statement.
i
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Lundin Petroleum Annual Report 2019