Information to Lundin shareholders

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About the transaction

On 21 December 2021, Aker BP and Lundin Energy announced an agreement whereby Aker BP was to acquire Lundin Energy’s oil and gas business. As consideration, Lundin Energy’s shareholders  will for each share in Lundin Energy receive:

  • Cash consideration of SEK 78.78
  • 0.95098 shares in Aker BP, in the form of Swedish Depository Receipts (SDRs)
  • Existing shares in Lundin Energy will be retained, the company will continue as a renewable energy business with the new name Orrön Energy

What is a Swedish Depository Receipt?

Each Swedish Depository Receipt that will be delivered to your VPC account on or around 12 July 2022, represents an ownership interest in one ordinary share in Aker BP. Such underlying ordinary shares in Aker BP will be deposited with SEB pursuant to a custodian agreement between SEB and Aker BP.

Your rights as a holder of Swedish Depository Receipts derive from the General Terms and Conditions of the Swedish Depository Receipts and not from Norwegian law applicable to the ordinary shares in Aker BP. The General Terms and Conditions are available here: LINK>>

The Swedish Depository Receipt will not be admitted to trading on any trading venue or regulated market in Norway, Sweden or elsewhere. The shares in Aker BP are listed on Oslo Børs (the Oslo Stock Exchange). In order for you to be entitled to exercise all your rights as a shareholder in Aker BP, you need to convert your Swedish Depository Receipt into ordinary shares in Aker BP. Instructions for such conversion are set out in the section below.

The Swedish Depository Receipt programme is a temporary solution that is expected to be terminated in July 2023. Upon termination, all holders of Swedish Depository Receipts who have not yet converted their Swedish Depository Receipts into ordinary shares in Aker BP, will automatically have their Swedish Depository Receipts redeemed by Aker BP through SEB, whereby the shares in Aker BP that the Swedish Depository Receipts represent will be sold in the market and the net average sales proceeds will then be paid pro rata to the previous holders of such Swedish Depository Receipts.

Instruction for conversion of Swedish Depository Receipt into ordinary shares in Aker BP

To convert your Swedish Depository Receipt into ordinary shares in Aker BP, please follow the following instructions:

  1. Transfer your Swedish Depository Receipt from your VPC account (Sw. VP-konto) to a custody account, an investment savings account or an endowment insurance that is linked to Euroclear Sweden.

    If you do not already have a custody account, an investment savings account or an endowment insurance, you need to open such an account and transfer the Swedish Depository Receipts to the account, before you can request a conversion of your Swedish Depository Receipt. Banks, stockbrokers and online brokers offers these types of accounts.

    Your bank, stockbroker or online broker can assist you with the transfer of the Swedish Depository Receipts to the custody account, investment savings account or endowment insurance.

    In connection with the transfer and when you request the conversion, you may have to state the ISIN code of the Swedish Depository Receipts. The ISIN code is: SE0017486566.

  2. Request a conversion of your Swedish Depository Receipt into ordinary shares in Aker BP in accordance with the instructions provided by the bank, stockbroker or online broker at which you hold the custody account, investment savings account or endowment insurance to which you transferred the Swedish Depository Receipt.

Key dates and conversion fees

  • 11 July 2022 (15:00 CEST): Deadline for requesting a conversion of your Swedish Depository Receipts into ordinary shares in Aker BP, to receive your ordinary shares in Aker BP on 13 July 2022. You must also transfer your Swedish Depository Receipts from your VPC account to a custody account, investment savings account or endowment insurance before this deadline in order for the conversion to be made on 13 July 2022.
  • 12 July 2022: Delivery of the cash consideration and the Swedish Depository Receipts to your VPC account (Sw. VP-konto).
  • 13 July 2022: Delivery of ordinary shares in Aker BP if you have transferred your Swedish Depository Receipts to your custody account, investment savings account or endowment insurance and requested a conversion of your Swedish Depository Receipts before 15:00 CEST on 11 July 2022.
  • 19 July 2022: Delivery of cash compensation for excess fractions of merger consideration shares in Aker BP.
  • 10 August 2022: Deadline for requesting a conversion of your Swedish Depository Receipts into ordinary shares in Aker BP free of charge. After 10 August 2022, a conversion fee of currently up to SEK 2,500 (based on Euroclear Sweden’s 2022 price list) will be charged for each conversion by SEB and Euroclear Sweden.
  • 19 June 2023: Deadline for requesting a conversion of your Swedish Depository Receipts into ordinary shares in Aker BP, before your Swedish Depository Receipts are redeemed and the underlying shares in Aker BP are sold.

Tax on the merger consideration

The Swedish Tax Authority has concluded that the consideration to be paid in cash is defined as a dividend under the Swedish withholding tax act. As such, the cash consideration of the Combination, should according to the Swedish Tax Authority, be treated like a normal company dividend. Shareholders who are unsure of their tax status, should seek tax advice as to any impact this decision will have on the receipt of the cash of the consideration.

For more information about tax treatment, please refer to the section “4.16 Taxation” in the prospectus exemption document announced on 9 March 2022: LINK>>