Annual General Meeting of EnQuest PLC
Annual General Meeting
to be held at
Sofitel London St James Hotel
6 Waterloo Place, London SW1Y 4AN, United Kingdom
Wednesday 25 May 2011
at 2.00 p.m.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in EnQuest PLC, please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
A form of proxy for the Annual General Meeting is enclosed. Whether or not you intend to be present at the meeting, please complete the form of proxy and return it in accordance with the instructions printed on it to arrive no later than 2.00 p.m. on 23 May 2011. Completion and return of the form of proxy will not prevent you from attending and voting at the meeting in person, should you so wish.
EXPLANATORY NOTES TO THE RESOLUTIONS:
1. Resolution 1: To receive the 2011 Report and Accounts
The directors of the Company are required to lay the annual Report and Accounts before the shareholders each year at the Annual General Meeting.
A copy of the 2011 Report and Accounts is enclosed. The 2011 Report and Accounts is also available to view, print or download on the Company’s website at www.enquest.com, using Adobe Acrobat or Adobe Acrobat Reader.
2. Resolutions 2 to 8: Re-election of Directors
With regard to the retirement and re-election of directors, the Company is governed by its Articles of Association, the Combined Code on Corporate Governance and the Companies Act 2006. Directors have the power to appoint a director during the year but any person so appointed must stand for election at the next Annual General Meeting. A retiring director is eligible to stand for re-election.
Accordingly, save for Robin Pinchbeck who is retiring at this Annual General Meeting and not standing for re-election, all of the current directors of the Company, each of whom was elected during the course of the year and whose biographical details are set out on pages 38 and 39 of the 2011 Annual Report and Accounts, are standing for re-election at this Annual General Meeting.
The Directors are fully committed to supporting the principles of good governance outlined in the UK Corporate Governance Code (the “Code”) which was published by the Financial Reporting Council in June 2010 and which replaces the existing Combined Code on Corporate Governance for accounting periods beginning on or after 29 June 2010. The Code recommends that all directors of FTSE 350 companies should be subject to annual election by shareholders. The Directors have decided to adopt this provision of the Code early, on a voluntary basis and confirm that, save for Robin Pinchbeck who is retiring and not standing for re-election, all of the directors standing for reelection would have been subject to re-election by shareholders at this Annual General Meeting were they not otherwise subject to re-election by virtue of their having been elected by Directors during the year.
The Board has confirmed, following a performance review, that each Director standing for re-election continues to perform effectively and demonstrates commitment to his role.
Short biographical details, together with reasons for the re-election of the non-executive directors standing for reelection are given below:
Dr James Buckee: James Buckee holds a BSc Honours degree in Physics from the University of Western Australia and a PhD in Astrophysics from Oxford University. From 1971 to 1977, James held various petroleum engineering positions with Shell International and Burma Oil and from 1977 to 1987, he was appointed to various posts within BP London.
In 1987, James was appointed as Operations Manager for BP Norway, and thereafter vice-president, development programmes, for BP Alaska. In 1989 James returned to the UK as manager, planning, for BP Exploration. In 1991 he was appointed president and chief operating officer for BP Canada Inc. and in 1993 as president and chief executive officer of Talisman Energy Inc. (formerly BP Canada), steering the company from its Calgary base to an international powerhouse in Europe, Asia and Africa. James retired from Talisman Energy Inc. in 2007.
James was appointed as Non-Executive Chairman of EnQuest PLC in 2010, where he sits on the Audit and
Remuneration Committees and chairs the Nominations Committee. James also serves as a Non-Executive Director on the Board of Cairn Energy PLC.
The Board, having reviewed his performance, recommends his re-election as a Director.
Helmut Langanger: Helmut Langanger holds an MSc degree in Petroleum Engineering from Mining University Leoben Austria and an MA in Economics from the University of Vienna. From 1974 to 2010, Helmut was employed by OMV, Austria where he was a reservoir engineer until 1980. From 1981 to 1985 Helmut was an evaluation engineer for the technical and economic assessment of international E&P ventures, and from 1985 to 1989, he held the position of vice-president, planning & economics for E&P and natural gas projects.
In 1989, Helmut was appointed as senior vice-president of International E&P, and in 1992, became senior vice-president of E&P, for OMV’s global operations. From 2002, Helmut had been the group executive vice-president for E&P, OMV until he retired in 2010. In 2010 Helmut was appointed to the Board of EnQuest PLC, and sits on the Audit and Nominations Committees and chair’s the Remuneration Committee. He is also the Senior Non-Executive Director of EnQuest PLC. Helmut is a member of the supervisory board of Schoeller Bleckman Oilfield Equipment A.G.
The Board, having reviewed his performance, recommends his re-election as a Director.
Jock Lennox: Jock Lennox holds a Law degree from the University of Edinburgh and in 1980 he qualified as a Chartered Accountant with Ernst & Young LLP, Edinburgh. Jock is also a member of the Institute of Chartered Accountants of England and Wales. In 1988 Jock became a partner at Ernst & Young LLP, London, after having held a number of leadership positions in the UK and the United States. Jock was a Senior Partner at Ernst & Young from 2008 to 2009, leading Ernst & Young relationships with a number of major multinational clients, reporting to and advising the Boards on a range of complex audits, financial restructurings and corporate transactions. Jock retired from Ernst & Young in 2009.
In 2010 Jock was appointed to the Board of EnQuest PLC, and sits on the Nominations and Remuneration Committees and chairs the Audit Committee. Jock is a non-executive director to Hill & Smith Holdings plc, Oxford Instruments plc and A&J Mucklow Group plc and sits on the Council of the Institute of Chartered Accountants of Scotland.
The Board, having reviewed his performance, recommends his re-election as a Director.
Alexandre Schneiter: Alexandre Schneiter holds a degree in Geology and a Masters Degree in Geophysics from the University of Geneva. From 1987 until 1989, Alexandre worked in the mining industry as a Geophysicist before joining a public Canadian oil company as geophysicist, seismic interpreter and seismic acquisition quality control officer. Since 1993, Alexandre has worked with public companies associated with the Lundin family and in 1998, he was appointed vice-president, exploration, of Lundin Oil AB.
In 2001, Lundin Oil AB was acquired by Talisman Energy of Canada and Alexandre was appointed executive vice-president and chief operating officer of Lundin Petroleum AB. Alexandre is also a Director of ShaMaran Petroleum Corp., a Canadian listed oil and gas company with interests in the Kurdistan Region of the Republic of Iraq. In 2010 Alexandre was appointed to the Board of EnQuest PLC.
The Board, having reviewed his performance, recommends his re-election as a Director.
3. Resolution 9: To reappoint the auditors and to authorise the Board to agree the auditors’ remuneration
The Company is required to appoint auditors at each general meeting at which accounts are laid before the Company, to hold office until the conclusion of the next such meeting.
The Audit Committee has reviewed the effectiveness, independence and objectivity of the external auditors, Ernst & Young LLP, on behalf of the Board, who now propose their reappointment as auditors of the Company.
This resolution also authorises the directors, in accordance with standard practice, to negotiate and agree the
remuneration of the auditors. In practice, the Audit Committee will consider and approve the audit fees on behalf of the Board.
4. Resolution 10: To authorise the Board to agree the Directors’ remuneration report
This resolution is to approve the directors’ remuneration for the financial year ended on 31 December 2011. You can find the report on pages 49 to 52 of the 2011 Annual Report and Accounts.
5. Resolution 11: Political donations and political expenditure
This resolution is designed to deal with rules on political donations and expenditure contained in Part 14 of the
Companies Act 2006 (the “Act”) (Sections 362 to 379). Under section 366 of the Act, the Company is required to seek shareholders’ authority for any political donations and/or political expenditure made by the Company in the European Union.
Although the Company does not make and does not intend to make political donations to political parties or political organisations or independent election candidates, or to incur political expenditure, the legislation is very broadly drafted and may catch such activities as funding seminars or functions to which politicians are invited, or may extend to bodies concerned with policy review, law reform and representation of the business community that the Company and its subsidiaries might wish to support. Accordingly, the directors have decided to seek shareholders’ authority for political donations and political expenditure in case any of the Company’s activities in its normal course of business are caught by the legislation.
The authority sought would be capped at $100,000 for the next year. This authority will cover the period from the date Resolution 11 is passed until the end of the next Annual General Meeting of the Company in 2012, or if earlier, on 25 August 2012. As permitted under the Act, Resolution 11 also covers any political donations made, or any political expenditure incurred by any subsidiaries of the Company. The directors will continue to seek to renew their authority at each Annual General Meeting, in accordance with current best practice.
6. Resolution 12: Authority to allot
Your directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if authorised to do so by shareholders. The authority granted at the last General Meeting is due to expire at this year’s Annual General Meeting. Accordingly, Resolution 12 will be proposed as an ordinary resolution to grant new authorities to allot shares and grant rights to subscribe for, or convert any security into, shares. If given, these authorities will expire at the Annual General Meeting in 2012 or on 25 August 2012, whichever is the earlier.
Paragraph (a) of Resolution 12 will allow the directors to allot ordinary shares up to a maximum nominal amount of £13,324,381, representing approximately one third (33.33 per cent.) of the Company’s existing issued share capital and calculated as at 4 April 2011 (being the latest practicable date prior to publication of this document). In accordance with the latest institutional guidelines issued by the Association of British Insurers, paragraph (b) of Resolution 12 will also allow directors to allot, including the ordinary shares referred to in paragraph (a) of Resolution 12, further ordinary shares in connection with a pre-emptive offer by way of a rights issue to ordinary shareholders up to a maximum nominal amount of £26,648,762, representing approximately two thirds (66.67 per cent.) of the Company’s existing issued share capital calculated as at 4 April 2011. The directors have no present intention of exercising this authority. However, if they do exercise the authority, the directors intend to follow emerging best practice as regards its use as recommended by the Association of British Insurers.
7. Resolution 13: Disapplication of pre-emption rights
Your directors also require a power from shareholders to allot equity securities or sell treasury shares for cash and otherwise than to existing shareholders pro rata to their holdings. The power granted at the last General Meeting is due to expire at this year’s Annual General Meeting. Accordingly, Resolution 13 will be proposed as a special resolution to grant such a power. Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £1,998,657 (being five per cent. of the Company’s issued ordinary share capital at 4 April 2011, the latest practicable date prior to publication of this notice). If given, this power will expire on 25 August 2012 or at the conclusion of the Annual General Meeting in 2012, whichever is the earlier. Your directors will have due regard to institutional guidelines in relation to any exercise of this power, in particular the requirement for advance consultation and explanation before making any non pre-emptive cash issue pursuant to this resolution which exceeds 7.5 per cent. of the Company’s issued share capital in any rolling three-year period.
8. Resolution 14: Authority to purchase own shares
This resolution will give the Company authority to purchase its own shares in the markets up to a limit of ten per cent. Of its issued ordinary share capital. The maximum and minimum prices are stated in the resolution. Your directors believe that it is advantageous for the Company to have this flexibility to make market purchases of its own shares. Your directors will exercise this authority only if they are satisfied that a purchase would result in an increase in expected earnings per share and would be in the interests of shareholders generally.
In the event that shares are purchased, they would either be cancelled (and the number of shares in issue would be reduced accordingly) or, in accordance with the Companies Act 2006, be retained as treasury shares. The Company may consider holding repurchased shares pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to transfer treasury shares quickly and cost effectively and would provide the Company with additional flexibility in the management of its capital base.
9. Resolution 15: Notice to general meeting.
Changes made to the Companies Act 2006 by the Companies (Shareholders’ Rights) Regulations 2009 increase the notice period required for general meetings of the Company to at least 21 clear days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days’ notice.
Until the Companies (Shareholders’ Rights) Regulations 2009 came into force on 3 August 2009, the Company was able to call general meetings other than an annual general meeting on at least 14 clear days’ notice without obtaining such shareholder approval. In order to preserve this ability, Resolution 15 seeks the necessary shareholder approval. The approval will be effective until the Company’s next Annual General Meeting, when it is intended that a similar resolution will be proposed.
The flexibility offered by this resolution will be used where, taking into account the circumstances, the directors
consider this appropriate in relation to the business to be considered at the meeting.
Please note that the changes to the Companies Act 2006 mean that, in order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
Your directors believe that all the proposed resolutions are in the best interests of the Company and its shareholders as a whole. Accordingly, your directors unanimously recommend that you vote in favour of them as they intend to do in respect of their own beneficial holdings.
NOTICE OF ANNUAL GENERAL MEETING 2011
Notice is hereby given that the first Annual General Meeting of EnQuest PLC (the “Company”) will be held at Sofitel London St James Hotel, 6 Waterloo Place, London, SW1Y 4AN, United Kingdom on Wednesday, 25 May 2011 at 2.00 p.m. to consider and, if thought fit to pass, the following resolutions. It is intended to propose resolutions 13 to 15 (inclusive) as special resolutions. All other resolutions will be proposed as ordinary resolutions.
1. To receive and adopt the accounts for the financial year ended 31 December 2010, together with the reports of the directors and auditors thereon. (Resolution 1)
2. To re-elect Dr James Buckee as a director of the Company. (Resolution 2)
3. To re-elect Mr Amjad Bseisu as a director of the Company. (Resolution 3)
4. To re-elect Mr Nigel Hares as a director of the Company. (Resolution 4)
5. To re-elect Mr Jonathan Swinney as a director of the Company. (Resolution 5)
6. To re-elect Mr Helmut Langanger as a director of the Company. (Resolution 6)
7. To re-elect Mr Jock Lennox as a director of the Company. (Resolution 7)
8. To re-elect Mr Alexandre Schneiter as a director of the Company. (Resolution 8)
9. To reappoint Ernst & Young LLP as auditors of the Company and to authorise the directors to set the remuneration of the auditors (Resolution 9)
10. To approve the directors’ remuneration report for the financial year ended on 31 December 2010 as summarised in the Summary Financial Statements and as set out on pages 53 to 85 of the Annual Report. (Resolution 10)
11. 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 are authorised to:
a) make political donations to political parties or to independent election candidates not exceeding $100,000 in total;
b) make political donations to political organisations (other than political parties) not exceeding $100,000 in total; and
c) incur any political expenditure not exceeding $100,000 in total, in each case during the period beginning with the date of the passing of this resolution and ending on 25 August 2012 or, if sooner, the conclusion of the Annual General Meeting of the Company in 2012, and provided that the aggregate amount of political donations and political expenditure so made and incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed $100,000. For the purpose of this resolution “political donation”, “political party”, “political organisation” “independent election candidate” and “political expenditure” are to be construed in accordance with sections 363, 364 and 365 of the Act. (Resolution 11)
12. That 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:
a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £13,324,381 (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 £26,648,762 (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 regulatory 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 25 August 2012), (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). (Resolution 12)
13. That, subject to the passing of resolution 12 set out above, 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 13(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 12(a) above (or in the case of any transfer of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of £1,998,657, and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 25 August 2012), 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. (Resolution 13)
14. That the Company is 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 79,946,290 representing approximately ten per cent. of the issued ordinary share capital as at 4 April 2011;
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 per cent. 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) that stipulated by article 5(1) of the EU Buyback and Stabilisation Regulation 2003 (No. 2273/2003);
d) unless previously renewed, revoked or varied by the Company at a general meeting, this authority shall expire at the conclusion of the next Annual General Meeting of the Company or on 25 August 2012, whichever is the earlier; and
e) the Company may, before this authority expires, 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. (Resolution 14)
15. That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days’ notice. (Resolution 15)
BY ORDER OF THE BOARD
4 April 2011
Registered Office: Rex House, 4-12 Regent Street, London SW1Y 4PE
Registered in England and Wales No. 07140891
1. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that in order to have the right to attend and vote at the Annual General Meeting (and also for the purpose of determining how many votes a person entitled to attend and vote may cast), a person must be entered on the register of members of the Company at 6.00 p.m. on Monday 23 May 2011 or, in the event of any adjournment, at 6.00 p.m. on the date which is two days before the day of the adjourned meeting. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
2. A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, to speak and to vote at the Annual General Meeting. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a member of the Company. A form of proxy for the meeting is enclosed.
To be valid any proxy form or other instrument appointing a proxy must be received by post or by hand (during normal business hours only) in accordance with the instructions printed on the form of proxy to arrive no later than 2.00 p.m. on 23 May 2011. If you are a CREST member, see note 3 below.
Completion of a form of proxy, or other instrument appointing a proxy or any CREST Proxy Instruction will not preclude a member attending and voting in person at the meeting if he/she wishes to do so.
3. Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained below.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST Manual (available via www.euroclear.com/CREST) subject to the provisions of the Company’s articles of association. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s (“Euroclear”) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by 2.00 p.m. on 23 May 2011. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
4. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may have a right, under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right, under such an agreement, to give instructions to the member as to the exercise of voting rights.
The statement of the above rights of the members in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by members of the Company.
5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
6. Any member attending the Annual General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.
7. Copies of executive directors’ service agreements and copies of the terms and conditions of appointment of non executive directors are available for inspection at the Company’s registered office during normal business hours from the date of this notice until the close of the Annual General Meeting (Saturdays, Sundays and public holidays excepted) and will be available for inspection at the place of the meeting for at least 15 minutes prior to and during the meeting. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.enquest.com.
8. Under section 527 of the Companies Act 2006 (the “Act”), members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act, (in each case) that the members propose to raise at the Annual General Meeting. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.
9. As at 4 April 2011 (being the last practicable date prior to the publication of this notice) the Company’s issued share capital consists of 799,462,905 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at that date are 799,462,905.
10. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice of Meeting (or in any related documents and proxy form) to communicate with the Company for any purposes other than those expressly stated.