ENOC: Offers 750 Pence Per Share for Dragon Oil

Summary

· The board of ENOC and the independent committee of the board of Dragon Oil (the “Independent Committee”) are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Dragon Oil not already owned by ENOC.

· Under the terms of the Offer, Dragon Oil Shareholders will be entitled to receive:

750 pence in cash for each Dragon Oil Share

· The Offer values the entire issued and to be issued share capital of Dragon Oil at approximately £3.7 billion and the issued and to be issued share capital of Dragon Oil not already owned by ENOC at approximately £1.7 billion.

· The Offer will be conducted by way of a contractual takeover offer and will be conditional upon (amongst other things) the receipt of valid acceptances in respect of a majority of the Dragon Oil minority shareholders (equivalent to approximately 23 per cent. of Dragon Oil Shares in issue at the date of this announcement). Once this acceptance threshold has been reached, ENOC intends to procure the de-listing of the Dragon Oil Shares from the Irish Stock Exchange and the London Stock Exchange.

· The Offer provides an attractive opportunity for Dragon Oil Shareholders to realise their investment, at a significant premium and in cash. The Offer represents a premium of approximately:

· 47.2 per cent to the Closing Price of 509.5 pence per Dragon Oil Share on 13 March 2015 (being the business day immediately before the date of the first approach by ENOC);

· 40.9 per cent to the volume weighted average Dragon Oil Share price of 532.5 pence over the 90 day period ended 13 March 2015; and

· on a cash adjusted basis, 93.3 per cent referencing the Closing Price of 509.5 pence per Dragon Oil Share on 13 March 2015.

· The Offer represents a substantial increase to the initial proposal put forward to the Independent Committee on 15 March 2015.

· The Offer will be fully financed from ENOC’s existing cash resources and has no pre-conditions.

· The Offer Document, containing further information about the Offer, will be published, other than with the consent of the Panel, within 28 days of this announcement and will be made available at www.dragonoiloffer.com and also at www.dragonoil.com/investors.

Commenting on the Offer on behalf of ENOC, Saif Al Falasi, Group Chief Executive said:

“Following our announcement on 21st May, outlining a possible cash offer for Dragon Oil, we met with a number of shareholders in order to give them the opportunity to provide feedback. As a direct result of these discussions, we decided to further improve our Offer to 750 pence per share, which the Independent Committee at Dragon Oil has recommended.

As a long term and supportive shareholder, we appreciate Dragon Oil’s achievements to date. We believe that Dragon Oil has now achieved as much as is possible through its existing upstream strategy. Moreover, with production close to plateau at its sole producing asset and with an uncertain market backdrop, this Offer provides Dragon Oil’s minority shareholders certainty and a clear opportunity to realise significant cash today.

ENOC’s Board and I have great respect for the Board and management of Dragon Oil and we look forward to working with them and the Independent Committee on successfully completing this recommended Offer.”

Commenting on the Offer on behalf of the Independent Committee, Thor Haugnaess, Chairman of the Independent Committee said:

“The Independent Committee believes that ENOC’s cash offer, which is the result of extensive negotiations between the Independent Committee and ENOC, reflects the achievements and future prospects of the Dragon Oil Group and offers Dragon Oil minority shareholders an opportunity to exit at an attractive price.”