This is not advice, but my (non-lawyer) understandingis as...

This is not advice, but my (non-lawyer) understandingis as follows.

The first importantprinciple is that all the CD EGM resolutions depend on numbers of votes actuallycast -not the total number of votes that could be cast. (Only an “extraordinary resolution”- very rare- is based on the latter)

To be counted, votesmust be exercised either in person atthe meetings (in the poll) or by proxy. You can vote by proxy either online at the Boardroom website or on the paper forms. If you want to use the paper forms don’t delay, because the closing date for proxies is only a week away.

If you don’t voteat all, ie if you don’t fill in the forms and don’t attend the meeting, that isnot the same as making an OPEN vote. If you don’t vote, your voting entitlementwould not be counted at all, and no one, not even the chair of the meeting, canvotes shares/units for you UNLESS you have appointed him your proxy- see below.

If you vote by proxy,you have the right to choose who your proxy is- whether online or on paper. If you don’t nominate the proxy, the role would default to the chair of the meeting. However, the crucial point is that that your proxy- whoever it is- MUST follow your voting instructions. That even includes if you wanted to abstain from voting (although it doesn’t make sense to take the trouble to appoint a proxy and then abstain from having your vote counted, unless it was only on one resolution). The only time when the proxy can make the voting decision for you is if you leave the proxy form (including online) OPEN or “undirected”—i.e. if you don’t tick one or more of the boxes. The proxy cannot override your voting decision. Thus even if the proxy strongly disagrees with your voting decisions, he cannot ignore or override your voting decisions. But it’s vital to tick the boxes that you want- otherwise your vote is OPEN and the proxy can make the decision for you. In this case it would be (in my opinion) disastrous (if it’s the default proxy of the chair) because the chair of the meeting has said that he will vote all open proxies in favour of all the resolutions. Of course he will- because he works for E&P and all the resolutionsneed to pass for the merger to happen and to lock in more fees for E&P in perpetuity.

Ifyou don’t like themerger deal, and ifyou don’t want E&P to extend itsfees in perpetuity, you should vote andyou should tick the “against” boxes for every resolution - then it doesn’t matterwho holds your proxy.

I would welcomea lawyer confirming if I have got this right.