ENQUEST PLC — AGM Information 2018

Oct 1, 2018

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ENOUEST PLC

At a general meeting of EnQuest PLC (the "Company") duly convened and held on 1 October 2018, the following resolutions were passed of which resolutions 1, 2 and 3 were passed as ordinary resolutions and resolutions 4 and 5 were passed as special resolutions.

ORDINARY RESOLUTIONS

• THAT the Magnus Transaction, as defined in and substantially on the terms and subject to $1.$ the conditions set out in the combined prospectus and circular to shareholders dated 7 September 2018, of which this notice convening this General Meeting forms part. (the "Prospectus") be and is hereby approved and the directors of the Company be authorised: (1) to take all such steps as may be necessary or desirable in connection with the Magnus Transaction; and (2) to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Magnus Transaction (not being modifications, variations, revisions, waivers or amendments which materially change the terms of the Magnus Transaction for the purposes of the UK Listing Authority's Listing Rule 10.5.2R), and to any documents relating thereto, in either such case as they may in their absolute discretion think fit.
• $\overline{2}$ . THAT, the Thistle Transaction, as defined in and substantially on the terms and subject to the conditions set out in the Prospectus, of which this notice convening this General Meeting forms part, be and is hereby approved and the directors of the Company be authorised: (1) to take all such steps as may be necessary or desirable in connection with the Thistle Transaction; and (2) to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Thistle Transaction (not being modifications, variations, revisions, waivers or amendments which materially change the terms of the Thistle Transaction for the purposes of the UK Listing Authority's Listing Rule 10.5.2R), and to any documents relating thereto, in either such case as they may in their absolute discretion think fit.
• $3.$ THAT, subject to and conditional upon completion of the Rights Issue (as defined in the Prospectus of which this notice convening this General Meeting forms part) the directors of the Company (the "Directors") be 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:
• up to an aggregate nominal amount (within the meaning of section 551(3) and (6) $(a)$ of the Act) of £24,240,102 (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 £56,480,204 (such amount to be reduced by any 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 the 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 requlatory body or stock exchange in any territory or any other matter whatsoever,

these authorisations to expire at the conclusion of the next Annual General Meeting of the Company (or if earlier on 30 September 2019). (save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired). These authorisations are in addition and without prejudice to the existing authorities under section 551 of the Act but, upon these authorisations becoming effective, shall be in substitution for any other authorities previously granted under section 551 of the Act.

SPECIAL RESOLUTIONS

• THAT, subject to and conditional upon the passing of resolution 3 above and upon completion of the Rights Issue (as defined in the Prospectus of which this notice convening this General Meeting forms part) the directors of the Company (the "Directors") be 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 3(b), 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 (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; and
• $(ii)$ in the case of the authorisation granted under resolution $3(a)$ (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of $E4,236,015$ ,

and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 30 September 2019), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

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• 1. THAT, subject to the passing of resolutions 3 and 4 set out above and upon completion of the Rights Issue (as defined in the Prospectus of which this notice convening this General Meeting forms part), and in addition to the power given by that resolution 4, the directors of the Company (the "Directors") be given power pursuant to sections 570 (1) and 573 of the Companies Act 2006 (the "Act") to:
• allot equity securities (as defined in section 560 of the Act) of the Company for $(a)$ cash pursuant to the authorization conferred by paragraph (a) of that resolution 3; and
• sell ordinary shares (as defined in section 560(1) of the Act) held by the Company $(b)$ 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 $(i)$ shares, up to an aggregate nominal amount of £4,236,015; and
• used only for the purposes of financing (or refinancing, if the authority is to $(ii)$ 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,

and shall expire at the conclusion of the next Annual General Meeting of the Company in 2019 (or, if earlier, on 30 September 2019), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

back hence of.

Presented by: Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2AG Tel: 020 7638 1111

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