ENQUEST PLC — AGM Information 2017

May 25, 2017

ENQUEST PLC

Resolutions passed at the Annual General Meeting held on 25 May 2017

At the Annual General Meeting of EnQuest PLC (the 'Company') duly convened on 25 May 2017, the following resolutions were passed:

• 1. The accounts for the financial year ended 31 December 2016, together with the reports of the Directors and auditor thereon, were received and adopted.
• 1. Jock Lennox was re-elected as a Director of the Company.
• 1. Amjad Bseisu was re-elected as a Director of the Company.
• 1. Jonathan Swinney was re-elected as a Director of the Company.
• 1. Helmut Langanger was re-elected as a Director of the Company.
• 1. Philip Nolan was re-elected as a Director of the Company.
• 1. Philip Holland was re-elected as a Director of the Company.
• 1. Carl Hughes was elected as a Director of the Company.
• 1. Neil McCulloch was elected as a Director of the Company.
• 1. Ernst & Young LLP were re-appointed as auditor of the Company.
• 1. Directors were authorised to set the remuneration of the auditor.
• 1. The Director's Remuneration Policy, which was contained within the Director's Remuneration Report of the 2016 Annual Report, was approved.
• 1. The Directors' Remuneration Report (other than the part containing the directors remuneration policy) was approved.
• 1. That, in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective were authorised to:
• (a) make political donations to political parties or to independent election candidates not exceeding \$80,000 in total;
• (b) make political donations to political organisations (other than political parties) not exceeding \$80,000 in total; and
• (c) incur any political expenditure not exceeding \$80,000 in total.
• 1. That the Directors were generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the 'Act'), to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:

• (a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £19,323,314 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and

• (b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £38,646,629 (such amount to be reduced by allotments or grants made under (a) above) in connection with or pursuant to an offer by way of a rights issue in favour of holders of Ordinary shares in proportion (as nearly as practicable) to their respective number of Ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever.

• 1. That, the Directors were given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the "Act") to:
• (a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by that resolution; and
• (b) sell Ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:
  • (i) in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under resolution 15(b) above, by way of a rights issue only) in favour of holders of Ordinary shares in proportion (as nearly as practicable) to the respective number of Ordinary shares held by them on the record date for such allotment or sale but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and
  • (ii) in the case of the authorisation granted under resolution 15(a) above, and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of £2,898,497.
• 1. That, in addition to the power given by resolution 16, the Directors were given power pursuant to sections 570 (1) and 573 of the Companies Act 2006 (the 'Act') to:
• (a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by paragraph (a) of that resolution 15; and
• (b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be:
  • (i) limited to the allotment of equity securities for cash and the sale of treasury shares, up to an aggregate nominal amount of £2,898,497; and
  • (ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors have determined to be an acquisition or other capital investment of a

kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, or for any other purposes as the Company in general meeting may at any time by special resolution determine.

• 1. That the Company was generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the 'Act') to make market purchases (within the meaning of section 693(4) of the Act) of any of its Ordinary shares of 5p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
• (a) the maximum number of Ordinary shares which may be purchased is 115,939,887, representing 10% of the issued Ordinary share capital as at 18 April 2017;
• (b) the minimum price that may be paid for each Ordinary share is 5p, which amount shall be exclusive of expenses, if any;
• (c) the maximum price (exclusive of expenses) that may be paid for each Ordinary share is an amount equal to the higher of:
  • (i) 105% of the average of the middle market quotations for the Ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased; and
  • (ii) the higher of the price of the last independent trade of an Ordinary share and the highest current independent bid for an Ordinary share on the trading venues where the purchase is carried out;
• (d) unless previously renewed, revoked or varied by the Company at a general meeting, the authority would expire at the conclusion of the next Annual General Meeting of the Company in 2018 (or, if earlier, on 30 June 2018); and
• (e) the Company may, before the authority expired, make a contract to purchase Ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of Ordinary shares pursuant to it as if this authority had not expired.
• 1. That the proposed amendments to the rules of the EnQuest PLC Performance Share Plan (the 'PSP'), be and are hereby approved and the Directors be authorised to adopt the amendments into the rules of the PSP and to do all such other acts and things as they may consider appropriate to implement the amendments.
• 1. That the proposed amendment to the rules of the EnQuest PLC Restricted Share Plan (the 'RSP'), be and are hereby approved and the Directors be authorised to adopt the amendments into the rules of the RSP and to do all such other acts and things as they may consider appropriate to implement the amendments.
• 1. That the proposed amendment to the rules of the EnQuest PLC Deferred Bonus Share Plan (the 'DBSP'), be and are hereby approved and the Directors be authorised to adopt the amendments into the rules of the DBSP and to do all such other acts and things as they may consider appropriate to implement the amendments.