ENQUEST PLC — Proxy Solicitation & Information Statement 2016

Apr 19, 2016

ATTENDANCE CARD

ENQUEST PLC – ANNUAL GENERAL MEETING

You may submit your proxy electronically at www.myenquestshares.com (see note 10 overleaf).

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enQuest

To be held at: The Café Royal Hotel, 68 Regent Street, London W1B 4DY, United Kingdom

On: Wednesday 1 June 2016 at 2.00 p.m.

If you wish to attend this meeting in your capacity as a holder of Ordinary shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending

Bar code:

Investor code:

FORM OF PROXY

ENQUEST PLC – ANNUAL GENERAL MEETING

I/We being (a) member(s) of the Company hereby appoint the Chairman of the meeting or the following person (see note 1) overleaf

Name of proxy

Number of shares proxy appointed over

Bar code:

Investor code:

Event code:

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement at the Annual General Meeting of the Company to be held at 2.00 p.m. on Wednesday 1 June 2016 and at any adjournment thereof. I have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolutions. Unless otherwise indicated, the proxy may vote or abstain as he or she sees fit in relation to any business of the meeting.

If you wish to appoint multiple proxies please see note 2 overleaf. ☐ Please also tick here if you are appointing more than one proxy.

| RESOLUTIONS | Please mark 'X' to indicate how you wish to vote | For
Against | Vote withheld | RESOLUTIONS | Please mark 'X' to indicate how you wish to vote | For
Against | Vote withheld |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1 | To receive the accounts and the reports of the Directors and auditor to 31 December 2015 | ☑ | ☑ | 9 | To reappoint Ernst & Young LLP as auditor of the Company | ☑ | ☑ |
| 2 | To re-elect James Buckee as a Director of the Company | ☑ | ☑ | 10 | To authorise the Directors to set the remuneration of the auditor | ☑ | ☑ |
| 3 | To re-elect Amjad Bseisu as a Director of the Company | ☑ | ☑ | 11 | To approve the Directors' Remuneration Report (other than the part containing the remuneration policy) contained in the Directors' Remuneration Report | ☑ | ☑ |
| 4 | To re-elect Jonathan Swinney as a Director of the Company | ☑ | ☑ | 12 | Authority for political donations and political expenditure | ☑ | ☑ |
| 5 | To re-elect Helmut Langanger as a Director of the Company | ☑ | ☑ | 13 | Authority to allot shares | ☑ | ☑ |
| 6 | To re-elect Jock Lennox as a Director of the Company | ☑ | ☑ | 14 | Authority to disapply statutory pre-emption rights | ☑ | ☑ |
| 7 | To re-elect Philip Nolan as a Director of the Company | ☑ | ☑ | 15 | Authority to purchase own shares | ☑ | ☑ |
| 8 | To elect Philip Holland as a Director of the Company | ☑ | ☑ | | | | |

To assist with arrangements, if you are intending to attend the meeting in person please place a 'X' in the box opposite

Signature

Date

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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 over). If no name is entered, the return of this form duly signed will authorise the Chairman at the meeting to act as your proxy. If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). In the case of a corporation this form must be executed under its common seal or under the hand of an officer or attorney duly authorised.

2. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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 right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Unless instructed otherwise, the proxy may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the Meeting (including amendments to resolutions).

4. The 'Vote Withheld' option 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.

5. 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 6.00 p.m. on 27 May 2016. 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. In the case of joint holders the signature of electronic registration of the first name on the Register of Members will be accepted to the exclusion of the votes of the other joint holders.

6. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

7. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.

8. In order that this Form of Proxy shall be valid, it must arrive at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU during usual business hours accompanied by any power of attorney under which it is executed (if applicable) no later than 2.00 p.m. on 30 May 2016.

9. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST CAPITA PXS. Please note that delivery using this service can take up to five business days.

10. You can submit your proxy via the internet by accessing www.myenquestshares.com. You will need your Investor Code to log in. Before you can submit your proxy you will be asked to agree certain terms and conditions. You will be issued with confirmation of your voting once the process is complete.

11. In the case of joint holders of a share, any one holder may sign or electronically register the proxy, but the vote of the senior who votes whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the share.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

1

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF