Mr. Ian Lundin reports

INVITATION TO THE ANNUAL GENERAL MEETING OF LUNDIN PETROLEUM AB

The shareholders of Lundin Petroleum AB are hereby given notice of the annual general meeting of shareholders to be held on Thursday, May 15, 2014, at 1 p.m. (Swedish time).

Location:  Vintertradgarden at Grand Hotel, Sodra Blasieholmshamnen 8, Stockholm

The annual general meeting will be translated from Swedish to English and from English to Swedish.

Attendance at the annual general meeting

Shareholders wishing to attend the annual general meeting shall:

• Be recorded in the share register maintained by Euroclear Sweden AB on Friday, May 9, 2014;
• Notify Lundin Petroleum of their intention to attend the annual general meeting no later than Friday May 9, 2014, through the company's website (only applicable to individuals) or by mail to Lundin Petroleum AB, c/o Computershare AB, PO box 610, SE -- 182 16 Danderyd, Sweden, by telephone at 46-8-518-01-554 or by e-mail.

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 Friday, May 9, 2014.

Shareholders may attend the annual general meeting through a proxy. A shareholder shall in such a case issue a written and dated proxy signed by the shareholder. Proof of authorization (through a certificate of registration or similar) shall be attached to proxies issued by legal entities. A proxy form is available on the company's website and will be sent to shareholders upon request.

Proposed agenda:

1. Opening of the annual general meeting;
2. Election of chairman of the annual general meeting;
3. Preparation and approval of the voting register;
4. Approval of the agenda;
5. Election of one or two persons to approve the minutes;
6. Determination as to whether the annual general meeting has been duly convened;
7. Speech by the chief executive officer;
8. Presentation of the annual report and the auditor's report, the consolidated financial statements and the auditor's group report;
9. Resolution in respect of adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet;
10. Resolution in respect of appropriation of the company's result according to the adopted balance sheet;
11. Resolution in respect of discharge from liability of the members of the board of directors and the chief executive officer;
12. Presentation by the nomination committee:
    1. The work of the nomination committee;
    2. Proposal for the number of members of the board;
    3. Proposal for election of chairman of the board and other members of the board;
    4. Proposal for remuneration of the chairman and other members of the board;
    5. Proposal for election of auditor;
    6. Proposal for remuneration of the auditor;
13. Presentation of a proposal in relation to remuneration of the chairman for work performed outside the directorship;
14. Resolution in respect of the number of members of the board;
15. Board members:
    1. Re-election of Peggy Bruzelius as a board member;
    2. Re-election of C. Ashley Heppenstall as a board member;
    3. Re-election of Asbjorn Larsen as a board member;
    4. Re-election of Ian H. Lundin as a board member;
    5. Re-election of Lukas H. Lundin as a board member;
    6. Re-election of William A. Rand as a board member;
    7. Re-election of Magnus Unger as a board member;
    8. Re-election of Cecilia Vieweg as a board member;
    9. Re-election of Ian Lundin as the chairman of the board.
16. Resolution in respect of remuneration of the chairman and other members of the board;
17. Resolution in respect of remuneration of the chairman for work performed outside the directorship;
18. Election of auditor;
19. Resolution in respect of remuneration of the auditor;
20. Presentation of proposals in relation to:
    1. The 2014 policy on remuneration for group management;
    2. The 2014 long-term, performance-based incentive plan;
    3. Reduction of the share capital through cancellation of own shares held in treasury and an increase of the share capital by means of a bonus issue of shares;
    4. Authorization of the board to resolve new issue of shares and convertible debentures;
    5. Authorization of the board to resolve on repurchase and sale of shares;
21. Resolution in respect of the 2014 policy on remuneration for group management;
22. Resolution in respect of the 2014 long-term, performance-based incentive plan;
23. Resolutions:
    1. To reduce the share capital through cancellation of own shares held in treasury;
    2. To increase the share capital by means of a bonus issue of shares;
24. Resolution to authorize the board to resolve new issue of shares and convertible debentures;
25. Resolution to authorize the board to resolve repurchase and sale of shares;
26. Resolution regarding the nomination procedure for the annual general meeting;
27. Other matters;
28. Closing of the annual general meeting.

Proposals for resolutions to be presented at the annual general meeting of Lundin Petroleum on Thursday, May 15, 2014, in Stockholm

Resolution in respect of appropriation of the company's result (item 10)

The board proposes that no dividend is declared for the financial year 2013.

Resolutions in respect of chairman of the annual general meeting, number of board members, election of chairman of the board and of other members of the board, fees payable to the chairman of the board and other members of the board, election of auditor and fees payable to the auditor (items 2, 14 to 16 and 18 to 19)

Lundin Petroleum's nomination committee for the 2014 annual general meeting, consisting of Ian Lundin (Lorito Holdings (Guernsey) Ltd., Zebra Holdings and Investment (Guernsey) Ltd. and Landor Participations Inc., as well as chairman of the board), Mr. Unger (member of the board and chairman of the nomination committee), Asa Nisell (Swedbank Robur fonder), Arne Loow (Fjarde AP-fonden) and Andre Vatsgar (Danske Capital AB), jointly representing approximately 36 per cent of the voting rights for all the shares in Lundin Petroleum as per Aug. 1, 2013, proposes the following:

• Advokat Klaes Edhall to be appointed as chairman of the annual general meeting;
• Eight members of the board to be appointed without deputy members;
• Re-election of Ms. Bruzelius, Mr. Heppenstall, Mr. Larsen, Ian Lundin, Lukas Lundin, Mr. Rand, Mr. Unger and Ms. Vieweg as members of the board;
• Re-election of Ian Lundin as chairman of the board;
• Remuneration of the members of the board and the chairman of the board, including in respect of committee membership, to be as follows:
  • Annual fees of the members of the board of 500,000 Swedish kronor (excluding the chairman of the board and the chief executive officer);
  • Annual fees of the chairman of the board of 1.05 million Swedish kronor;
  • Annual fees for committee members of 100,000 Swedish kronor per committee assignment (excluding the committee chairmen and the reserves committee, for which no fee is to be paid);
  • Annual fees for committee chairmen of 150,000 Swedish kronor (excluding the reserves committee, for which no fee is to be paid);
  • With the total fees for committee work, including committee chairmen fees, not to exceed 900,000 Swedish kronor.
• Re-election of the registered accounting firm PricewaterhouseCoopers AB as the auditor of the company, with authorized public accountant Klas Brand as the auditor in charge, for a period until the end of the 2015 annual general meeting;
• The auditor's fees shall be payable upon approval of its invoice.

Resolution in respect of remuneration of the chairman for work performed outside the directorship (item 17)

Shareholders jointly representing approximately 30 per cent of the voting rights for all the shares in the company propose that an amount of 1.5 million Swedish kronor be paid to the chairman of the board for the work that he performs outside the directorship. The work performed extends over and above the general tasks and duties of the chairman and include, among other things, representing the company in meetings with various stakeholders, such as governments, industry representatives and financial institutions.

Resolution in respect of the 2014 policy on remuneration for group management (item 21)

The board's proposal for the 2014 policy on remuneration for Lundin Petroleum's group management, which consists of the chief executive officer, chief operating officer, chief financial officer, senior vice-president, development, and other vice-president-level employees, entails that it is the aim of Lundin Petroleum to recruit, motivate and retain high-calibre executives capable of achieving the objectives of the group, and to encourage and appropriately reward performance that enhances shareholder value. Accordingly, the group operates a policy on remuneration which ensures that there is a clear link to business strategy and a close alignment with shareholder interests and current best practice, and aims to ensure that group management is rewarded fairly for its contribution to the group's performance.

There are four key elements to the remuneration package of group management:

1. Base salary;
2. Yearly variable salary;
3. Long-term incentive plan;
4. Other benefits.

The 2014 policy on remuneration also provides for mutual notice periods on termination of employment and for severance arrangements in the event of termination of employment due to 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.

The proposed 2014 policy on remuneration for group management is available on the company's website.

Resolution for the 2014 long-term, performance-based incentive plan (item 22)

The board of directors proposes that the annual general meeting resolve to establish a long-term, performance-based incentive plan in respect of group management and a number of key employees of Lundin Petroleum on the guidelines and the principal terms and conditions set out below.

The primary reason for establishing LTIP 2014 is to align the interests of group management and other key employees with the interests of the shareholders, and to provide market appropriate reward reflecting performance and commitment.

In order to be eligible to participate in future LTI plans, each participant needs build toward a meaningful shareholding in Lundin Petroleum, meaning that a certain portion of any allotted shares pursuant to LTIP 2014 (and any future LTI plans) shall be retained until the required level of shareholding has been met.

Awards under LTIP 2014 are proposed to be made to approximately 20 permanent employees of Lundin Petroleum, comprising the chief executive officer and other members of group management, as well as certain other key employees within Lundin Petroleum. The board of directors may, within the total number of shares available under LTIP 2014, invite a limited number of additional participants in LTIP 2014 following recruitment to Lundin Petroleum.

LTIP 2014 gives the participants the possibility to receive shares in Lundin Petroleum subject to uninterrupted employment and to the fulfilment of a performance condition over a three-year performance period normally commencing on July 1, 2014, and expiring on June 30, 2017. The performance condition is based on the share price growth and dividends of Lundin Petroleum shares compared with the total shareholder return of a peer group of companies. At the beginning of the performance period, the participants will, free of charge, be granted awards which, provided that, among other things, the performance condition is met, entitle the participant to be allotted, also free of charge, shares in Lundin Petroleum as soon as reasonably practicable following the end of the performance period.

The LTIP award (that is, the number of performance shares that a participant may be allotted following the expiration of the performance period, provided that, among others, the performance condition is met) to be awarded to each participant shall be calculated as follows: LTIP award equals A multiplied by B divided by C, where A is the participant's monthly gross base salary applicable as at the date of grant of the LTIP award, B is a number of months as determined by the board of directors in respect of each participant, taking into account such factors as industry benchmarking and the participant's position within Lundin Petroleum (but in any case, not exceeding 36 months), and C being the average closing price of Lundin Petroleum shares on the Nasdaq OMX Stockholm for the three-month period immediately prior to the performance period.

Fractions of performance shares shall be rounded off to the immediate lower whole number.

Assuming a share price of the Lundin Petroleum share as of April 10, 2014, of 132.90 Swedish kronor, the total number of performance shares that may be allotted under LTIP 2014 as at the date of award (assuming 100-per-cent vesting) is approximately 600,000, corresponding to approximately 0.2 per cent of the current total number of shares and votes in Lundin Petroleum. Since LTIP awards are intended to be awarded in July, 2014, and the share price of Lundin Petroleum shares may fluctuate until the initial share price is determined, and considering additional participants following recruitment, the total number of performance shares under LTIP 2014 as at the date of award may not exceed 700,000.

Allotment of performance shares will be determined by the board of directors after the expiration of the performance period on the basis of LTIP awards made and is conditional on (i) the participant retaining his or her uninterrupted employment in the Lundin Petroleum Group until the expiry of the performance period and (ii) the performance condition having been met. 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 reflected in the outcome of the performance condition, for example, in light of operating cash flow, reserves, and health and safety performance.

A minimum level and a maximum level for the performance condition to be fulfilled have been established by the board of directors. In order for the LTIP awards to give entitlement to the maximum number of performance shares, the maximum level for the performance condition must have been fulfilled. Where the level of fulfilment is between the minimum and maximum levels, allotment will occur on a linear basis.

The participants will not be entitled to transfer, pledge or dispose of the LTIP award or any rights or obligations under LTIP 2014, or exercise any shareholders' rights regarding the LTIP awards during the performance period.

Recalculation of the performance condition and the LTIP awards, including the number of performance shares allotted, shall take place in the event of an intervening dividend in kind, bonus issue, split, preferential rights issue and/or other similar corporate events.

The board of directors will be entitled to adopt different terms and conditions for LTIP 2014 regarding, among other things, the performance period and allotment of performance shares in the event of commencement or termination of employment during the performance period, for example, due to new recruitments, illness, disability, death, redundancy, contractual retirement and other exceptional circumstances determined by the board of directors.

The LTIP awards entitle participants to acquire already existing Lundin Petroleum shares. To ensure delivery of the required number of shares under LTIP 2014, the board of directors will consider means to secure the company's commitment. One method would be to enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer shares in Lundin Petroleum to the participants. The company will further hold, after the proposed cancellation of shares as per item 23 in the notice of the annual general meeting, two million own shares, which mitigate the company's financial exposure under LTIP 2014.

The maximum cost for granting LTIP awards under LTIP 2014 (assuming 100-per-cent vesting), excluding costs related to delivery of the performance shares, is approximately $14.7-million (U.S.) (approximately 95.0 million Swedish kronor), excluding social security charges. The maximum cost for social security charges is estimated to be approximately $1.77-million (U.S.) (approximately 11.5 million Swedish kronor) assuming 100-per-cent vesting and an annual share price increase of 10 per cent during the performance period.

The board of directors proposes that the annual general meeting resolves in accordance with the board of directors proposal to establish LTIP 2014. A valid resolution requires a simple majority of the votes cast.

A more detailed description of the board's proposal for the 2014 LTIP is available on the company's website.

Resolutions (item 23)

A) To reduce the share capital through cancellation of own shares held in treasury

The board proposes a reduction of the company's share capital with an amount of 68,402.50 Swedish kronor (rounded off to two decimals) through cancellation of 6,840,250 shares held in treasury, without reimbursement to the shareholders. The reason for the proposal is that the board does not believe there are any reasons for the company to continue to hold the shares or sell them. The purpose of the reduction is to transfer the amount by which the share capital is reduced to a fund that will be used in accordance with resolutions adopted by the AGM, that is, to be transferred from restricted equity to unrestricted equity.

The shares held in treasury have been acquired by the company following the utilization by the board of authorizations granted by the company's annual general meetings and as per the date hereof, the company holds a total of 8,840,250 own shares.

This resolution is conditional upon the annual general meeting resolving to approve the board's proposal under item B) below to ensure that neither the company's restricted equity nor its share capital will be reduced as a result of the reduction of the share capital.

The board, or a person appointed by the board, shall be authorized to implement any minor adjustments to the annual general meeting's resolution that may be required in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden.

A decision to reduce the share capital as proposed can be executed without the permission of the Swedish Companies Registration Office as it is contingent on the simultaneous implementation of a bonus issue as described in item B) below designed to ensure that neither the company's restricted equity nor its share capital will be reduced.

This proposal requires the affirmative support of shareholders holding at least two-thirds of the votes given for this resolution and of the shares represented at the annual general meeting.

B) To increase the share capital by means of a bonus issue of shares

The board proposes to increase the company's share capital through a bonus issue with an amount of 68,402.50 Swedish kronor. No new shares will be issued in connection with the increase of share capital. The company's share capital will be increased through a transfer from unrestricted equity. The purpose of the bonus issue is to restore the company's share capital after the reduction effected in accordance with resolution A) above.

The resolution is conditional upon the annual general meeting resolving to approve the board's proposal under item A) above.

The board, or a person appointed by the board, shall be authorized to implement any minor adjustments to the annual general meeting's resolution that may be required in connection with the registrations with the Swedish Companies Registration Office and Euroclear Sweden.

Resolution to authorize the board to resolve new issue of shares and convertible debentures (item 24)

The board proposes that the board is authorized to decide, at one or more occasions until the next annual general meeting:

1. To issue no more than 34 million new shares with consideration in cash or in kind or by set-off or otherwise with conditions and thereby be able to resolve to disapply the shareholders' pre-emption rights. To the extent the new shares are issued with disapplication of the shareholders' pre-emption rights they shall be issued at a subscription price that closely corresponds to the market price of the shares at the time of the issue;
2. To issue convertible debentures with consideration in cash or in kind or by set-off or otherwise with conditions and thereby be able to resolve to disapply the shareholders' pre-emption rights, where the number of shares that may be issued after conversion must not exceed 34 million. To the extent the convertible debentures are issued with disapplication of the shareholders' pre-emption rights they shall be issued at a subscription price that closely corresponds to market value based on the market price of the shares at the time of the issue of the convertible debentures.

The reason for disapplying the shareholders' pre-emption rights is to enable Lundin Petroleum to make business acquisitions or other major investments. The total number of shares that can be issued based on the proposed authorizations under (1) and (2) may not together exceed 34 million. If the authorization is exercised in full, the newly issued shares would constitute approximately 10 per cent of the share capital.

This proposal requires the affirmative support of shareholders holding at least two-thirds of the votes given for this resolution and of the shares represented at the annual general meeting.

Resolution to authorize the board to resolve repurchase and sale of shares (item 25)

The board proposes that the board is authorized, during the period until the next annual general meeting, to decide on repurchases and sales of Lundin Petroleum shares on the Nasdaq OMX Stockholm Exchange or the Toronto Stock Exchange. The maximum number of shares repurchased shall be such that shares held in treasury from time to time do not exceed 5 per cent of all shares of the company. Repurchase of shares on the exchanges may take place only at a price within the spread between the highest bid price and lowest ask price as registered from time to time on the exchanges. The repurchases shall be made in accordance with the provisions concerning the purchase of a company's own shares under applicable stock exchange rules and regulations.

The purpose of the authorization is to provide the board with an instrument to optimize Lundin Petroleum's capital structure and thereby create added value for the shareholders and to secure Lundin Petroleum's obligations under its incentive plans. The authorization shall also include the right to secure the obligations under the incentive plans by the acquisition of derivatives. The shares to be repurchased under this authorization may not be transferred to employees.

This proposal requires the affirmative support of shareholders holding at least two-thirds of the votes given for this resolution and of the shares represented at the annual general meeting.

Resolution regarding the nomination procedure for the annual general meeting (item 26)

The nomination committee proposes that the nomination procedure for future annual general meetings shall follow the nomination committee process, which provides that the chairman of the board shall invite four of the larger shareholders of the company based on shareholdings as per Aug. 1 of each year to form a nomination committee for the annual general meeting of the following year. The nomination committee shall according to the nomination committee process prepare proposals for the following resolutions:

1. Chairman of the annual general meeting;
2. Number of members of the board of directors;
3. Members of the board of directors;
4. Chairman of the board of directors;
5. Remuneration of the members of the board of directors, distinguishing between the chairman and other members and remuneration for board committee work;
6. Auditor of the company;
7. Remuneration of the company's auditor;
8. Nomination committee process (in case of amendments).

The nomination committee process shall apply as the company's nomination procedure generally for all annual general meetings, until recommended to be amended or replaced by a future nomination committee.

The full nomination committee process is available on the company's website.

We seek Safe Harbor.