Energean PLC — Proxy Solicitation & Information Statement 2019

May 13, 2019

Energean Oil & Gas plc

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Energean Oil & Gas plc invites you to attend the Annual General Meeting of the Company to be held at White & Case LLP, 5 Old Broad Street, London, EC2N 1DW on 13 June 2019 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 13 June 2019

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 915781
SRN:
PIN:

View the Annual Report online: www.energean.com

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 11 June 2019 at 11.00 am.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 6098 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 703 6098 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
7. Any alterations made to this form should be initialled.
8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

156895_169995_RLIN_CINS/000001/000001/SG625/

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Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive and adopt the Company's annual accounts for the financial year ended 31 December 2018 together with the Directors' report and the auditor's report on those accounts.	☐	☐	☐
2. To approve the Directors' Remuneration Report.	☐	☐	☐
3. To approve the Directors' Remuneration Policy.	☐	☐	☐
4. To re-appoint Mr Simon Heale as a director of the Company.	☐	☐	☐
5. To re-appoint Mr Matthaios Rigas as a director of the Company.	☐	☐	☐
6. To re-appoint Mr Panagiotis Senos as a director of the Company.	☐	☐	☐
7. To re-appoint Mr Andrew Bartlett as a director of the Company.	☐	☐	☐
8. To re-appoint Mr Robert Peck as a director of the Company.	☐	☐	☐
9. To re-appoint Mr Chas Marani as a director of the Company.	☐	☐	☐
10. To re-appoint Mr David Bonanno as a director of the Company.	☐	☐	☐
11. To re-appoint Mr David Bonanno as a director of the Company.	☐	☐	☐
12. To re-appoint Mr Efstathios Topouzoglou as a director of the Company.	☐	☐	☐
13. To re-appoint Ernst & Young LLP as auditor of the Company.	☐	☐	☐
14. To authorize the Directors to set the remuneration of the auditors.	☐	☐	☐
15. To authorize the Directors to alter relevant securities.	☐	☐	☐
Special Resolutions	☐	☐	☐
16. To authorize the Directors to disapply pre-emption rights.	☐	☐	☐
17. To further authorize the Directors to disapply pre-emption rights.	☐	☐	☐
18. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.	☐	☐	☐
19. To authorize the Company to make market purchases of its own ordinary shares.	☐	☐	☐

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Energean Oil & Gas plc to be held at White & Case LLP, 5 Old Broad Street, London, EC2N 1DW on 13 June 2019 at 11.00 am, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X inside the box as shown in this example.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive and adopt the Company's annual accounts for the financial year ended 31 December 2018 together with the Directors' report and the auditor's report on those accounts.	☐	☐	☐
2. To approve the Directors' Remuneration Report.	☐	☐	☐
3. To approve the Directors' Remuneration Policy.	☐	☐	☐
4. To re-appoint Mr Simon Heale as a director of the Company.	☐	☐	☐
5. To re-appoint Mr Matthaios Rigas as a director of the Company.	☐	☐	☐
6. To re-appoint Mr Panagiotis Senos as a director of the Company.	☐	☐	☐
7. To re-appoint Mr Andrew Bartlett as a director of the Company.	☐	☐	☐
8. To re-appoint Mr Robert Peck as a director of the Company.	☐	☐	☐
9. To re-appoint Mr Chad Marani as a director of the Company.	☐	☐	☐
10. To re-appoint Ms Karen Simon as a director of the Company.	☐	☐	☐
Ordinary Resolutions	For	Against	Vote Withheld
---	---	---	---
11. To re-appoint Mr David Bonanno as a director of the Company.	☐	☐	☐
12. To re-appoint Mr Efstathios Topouzoglou as a director of the Company.	☐	☐	☐
13. To re-appoint Ernst & Young LLP as auditor of the Company.	☐	☐	☐
14. To authorize the Directors to set the remuneration of the auditors.	☐	☐	☐
15. To authorize the Directors to allot relevant securities.	☐	☐	☐
Special Resolutions	☐	☐	☐
16. To authorize the Directors to disapply pre-emption rights.	☐	☐	☐
17. To further authorize the Directors to disapply pre-emption rights.	☐	☐	☐
18. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.	☐	☐	☐
19. To authorize the Company to make market purchases of its own ordinary shares.	☐	☐	☐

Intention To Attend

Please indicate if you intend to attend the AGM

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

00 / MM / YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H1045

02

EOL

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