ERF Enerplus Corporation

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer pursuant to Rule 13-a-16 or 15d-16

of the Securities Exchange Act of 1934

FOR THE MONTH OF MARCH, 2017

COMMISSION FILE NUMBER  1-15150

Enerplus Corporation

The Dome Tower

Suite 3000, 333 – 7th Avenue S.W.

Calgary, Alberta

Canada T2P 2Z1

(403) 298-2200

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or  Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)

Indicate by check mark whether, by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the securities Exchange Act of 1934.

EXHIBIT INDEX

EXHIBIT 99.1 – Notice of Meeting

EXHIBIT 99.2 – Information Circular and Proxy Statement

EXHIBIT 99.3 – Form of Proxy

EXHIBIT 99.4 – Notice and Access Notification

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERPLUS CORPORATION

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Exhibit 99.1

Notice of Annual Meeting of Shareholders

We invite you to attend our annual meeting (“Meeting”) of holders of common shares of Enerplus Corporation (“Enerplus”), which will be held on Friday, May 5, 2017 at 10:00 a.m. (Calgary time) at the Calgary Telus Convention Centre (Glen 206 Room), 120 — 9th Avenue SE, Calgary, Alberta.  The Meeting will have the following purposes:

1.              To receive the consolidated financial statements of Enerplus for the year ending December 31, 2016, together with the auditors’ report on those statements;

2.              To appoint the auditors of Enerplus;

3.              To elect the directors of Enerplus;

4.              To consider and, if thought advisable, pass an ordinary resolution, the text of which is set forth in the Information Circular and Proxy Statement of Enerplus that accompanies this Notice (the “Information Circular”), to approve all unallocated restricted share unit awards and performance share unit awards under Enerplus’ share award incentive plan;

5.              To vote, on an advisory, non-binding basis, to accept Enerplus’ approach to executive compensation; and

6.              To conduct any other business that may properly come before the Meeting.

The accompanying Information Circular provides detailed information relating to the matters to be dealt with at the Meeting and the voting process, as well as the text of certain of the resolutions proposed to be passed at the Meeting.  The Information Circular contains important information, such as discussion regarding Enerplus’ director nominees, executive compensation, corporate governance matters, and board compensation and mandates.  This information will help you learn more about us and help you in your voting decisions.

By order of the Board of Directors on March 30, 2017,

Exhibit 99.2

NOTICE OF ANNUAL MEETING AND
INFORMATION CIRCULAR AND PROXY STATEMENT

With Respect to the
Annual Meeting of Shareholders
to be held on

Friday, May 5, 2017

March 30, 2017

Table of Contents

Notice of Annual Meeting of Shareholders

We invite you to attend our annual meeting (“Meeting”) of holders of common shares of Enerplus Corporation (“Enerplus”), which will be held on Friday, May 5, 2017 at 10:00 a.m. (Calgary time) at the Calgary Telus Convention Centre (Glen 206 Room), 120 — 9th Avenue SE, Calgary, Alberta.  The Meeting will have the following purposes:

1.              To receive the consolidated financial statements of Enerplus for the year ending December 31, 2016, together with the auditors’ report on those statements;

2.              To appoint the auditors of Enerplus;

3.              To elect the directors of Enerplus;

4.              To consider and, if thought advisable, pass an ordinary resolution, the text of which is set forth in the Information Circular and Proxy Statement of Enerplus that accompanies this Notice (the “Information Circular”), to approve all unallocated restricted share unit awards and performance share unit awards under Enerplus’ share award incentive plan;

5.              To vote, on an advisory, non-binding basis, to accept Enerplus’ approach to executive compensation; and

6.              To conduct any other business that may properly come before the Meeting.

The accompanying Information Circular provides detailed information relating to the matters to be dealt with at the Meeting and the voting process, as well as the text of certain of the resolutions proposed to be passed at the Meeting.  The Information Circular contains important information, such as discussion regarding Enerplus’ director nominees, executive compensation, corporate governance matters, and board compensation and mandates.  This information will help you learn more about us and help you in your voting decisions.

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SHAREHOLDER AND VOTING INFORMATION

General Meeting Information

About this Information Circular

This Information Circular is furnished to you in connection with the solicitation of proxies by Enerplus for use at the Meeting. Solicitation of proxies may be made through the mail, by telephone or in person by our management, who will not be paid for such solicitation.  The costs incurred in the solicitation of proxies and in the preparation and mailing of this Information Circular will be borne by Enerplus.

This Information Circular is dated March 30, 2017 and all information contained in this Information Circular is given as of such date, unless stated otherwise.

Unless expressly stated otherwise, all dollar amounts and references to “$” in this Information Circular are in Canadian dollars. Refer to Schedule G for definitions of terms used throughout this document.

Common Shares Outstanding

Our Common Shares (which are the only outstanding securities of Enerplus that allow the holders to vote at meetings of Shareholders) are listed on the TSX and on the NYSE under the symbol “ERF”.  As at March 10, 2017, there were 242,128,944 Common Shares issued and outstanding.

To the knowledge of the directors and executive officers of Enerplus, no person beneficially owns, directly or indirectly, or exercises control or direction over, securities carrying more than 10% of the voting rights of the issued and outstanding Common Shares.

Quorum

The quorum for the Meeting will consist of two or more individuals present in person and holding or representing by proxy not less than 10% of the issued and outstanding Common Shares.  If a quorum is not present at the opening of the Meeting, the Meeting may be adjourned and rescheduled.  If the Meeting is adjourned for fewer than 30 days, no notice of the rescheduled meeting will be provided.  If the Meeting is adjourned for 30 days or more, notice of the rescheduled meeting will be given.

Advance Notice for Director Nominations

Enerplus’ by-laws require advance notice for nomination of directors for consideration at a Shareholders meeting. Any notices of director nominations must be submitted to the Corporate Secretary of Enerplus no later than 30 days and not more than 65 days prior to the date of an annual meeting. The notice must include certain information about the proposed director nominee(s) (including name, age, residency, citizenship and principal occupation) and the nominating Shareholder. Only those director nominees who comply with applicable requirements set out in Enerplus’ by-laws will be eligible for election as directors of Enerplus. A copy of Enerplus’ by-laws is available under Enerplus’ profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Financial Statements and Material Company Information

Enerplus regularly files quarterly and annual financial statements, as well as material change reports, management’s discussion and analysis, and other important information with the securities commissions or similar authorities in each of the provinces of Canada and with the U.S. Securities and Exchange Commission.  Financial information of Enerplus is contained in the audited and consolidated financial statements and management’s discussion and analysis for the year ending December 31, 2016, which have been provided to Shareholders who have requested such materials.  Copies of such documents are available on the internet under Enerplus’ SEDAR profile at www.sedar.com or on EDGAR at www.sec.gov, on Enerplus’ website at www.enerplus.com, or may be obtained without charge upon request to Enerplus, Suite 3000, The Dome Tower, 333 - 7th Avenue S.W., Calgary, Alberta, T2P 2Z1, Attention: Investor Relations, or by telephone (1-800-319-6462) or email (investorrelations@enerplus.com).

Other Matters

As of the date of this Information Circular, none of the directors or executive officers of Enerplus

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are aware of any amendment, variation or other matter to come before the Meeting other than the matters listed in the Notice of Meeting.  If any other matter properly comes before the Meeting, however, the accompanying proxies will be voted on such matter in accordance with the best judgment of the person or persons voting the proxies.

Indebtedness of Directors and Officers

Enerplus does not provide financial assistance in the form of loans or guarantees to its directors and executive officers.  To the knowledge of the directors and executive officers of Enerplus, none of the directors, proposed directors or executive officers of Enerplus, or any associate or affiliate of the foregoing, has been indebted to Enerplus or any of its subsidiaries at any time since January 1, 2016.

Interests in Material Transactions

To the knowledge of the directors and executive officers of Enerplus, none of the directors, proposed directors or executive officers of Enerplus, or any associate or affiliate of the foregoing, has had any material interest, direct or indirect, in any material transaction with Enerplus since January 1, 2016 or in any proposed transaction that has materially affected or would materially affect Enerplus or any of its subsidiaries, except as otherwise disclosed in this Information Circular.

Interests in the Business of the Meeting

To the knowledge of the directors and executive officers of Enerplus, none of the directors, proposed directors or executive officers of Enerplus or anyone who has held such office since January 1, 2016, or any associate or affiliate of the foregoing, has any material interest, direct or indirect, in any matter to be acted upon at the Meeting, except as otherwise disclosed in this Information Circular.

Non-GAAP Measures

This Information Circular makes reference to certain financial measures, which do not have a standardized meaning or definition as prescribed by U.S. GAAP. Readers are referred to discussion under the heading “Non-GAAP Measures” in Enerplus’ management’s discussion and analysis for the year ending December 31, 2016 available under Enerplus’ profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. In addition, readers are also referred to the discussion under the heading “Presentation of Oil and Gas Reserves, Contingent Resources and Production Information” in Enerplus’ annual information form for the year ending December 31, 2016 (available under Enerplus’ profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov) regarding the references to reserves, contingent resources and operational information in this Information Circular.

This Information Circular also contains information about Enerplus’ F&D costs and FD&A costs. For additional information on Enerplus’ F&D costs and FD&A costs, see Enerplus’ press release dated February 24, 2017 (available under Enerplus’ profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov).

Voting Information

Record Date

Every Shareholder at the close of business on March 21, 2017, being the Record Date for the Meeting, is entitled to receive notice of the Meeting and vote their Common Shares on the basis of one vote for each Common Share held, unless that Shareholder has transferred any Common Shares subsequent to the Record Date and the transferee Shareholder, not later than two days before the Meeting or any shorter period that the Chairman of the Meeting may permit, establishes ownership of the Common Shares and requests that the transferee’s name be included on the list of Shareholders entitled to vote at the Meeting.

Notice-and-Access

Enerplus is using the notice-and-access model to deliver Meeting materials to Beneficial Shareholders. Notice-and-access is a set of rules developed by the Canadian Securities Administrators that allows companies to post meeting materials online, reducing paper and mailing costs. You can view the Meeting materials online under Enerplus’ profile on

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www.sedar.com or www.enerplus.com/about/agm.cfm and at www.sec.gov.

In connection with the Meeting, Enerplus has mailed the following: (i) to Beneficial Shareholders: a voting instruction form, the Notice of Meeting, how to access the Information Circular and other proxy-related materials, and how to request a paper copy of the Information Circular; (ii) to Registered Shareholders: a Form of Proxy, the Notice of Meeting and the Information Circular; and (iii) to all Shareholders who requested, a copy of Enerplus’ consolidated financial statements for the year ending December 31, 2016 and accompanying management’s discussion and analysis.

Enerplus is sending the Meeting materials described above directly to its Registered Shareholders and indirectly to all Beneficial Shareholders through their intermediaries. Enerplus will pay for an intermediary to deliver the applicable Meeting materials to “objecting beneficial owners”. Enerplus is not sending any Meeting materials directly to “non-objecting beneficial owners”.

Appointment of Proxies

A form of proxy or voting instruction form, each referred to as a Form of Proxy, accompanies this Information Circular. The persons named in the Form of Proxy are officers of Enerplus.  A person or corporation submitting the Form of Proxy has the right to appoint a person (who does not have to be a Shareholder) to be their representative at the Meeting, other than the persons designated in the Form of Proxy furnished by Enerplus.  Such appointment may be exercised by inserting the name of the appointed representative in the blank space provided for that purpose.  If you cannot attend the Meeting in person, you are requested to vote in accordance with the instructions below.

Exercise of Discretion by Proxies

The persons named in the enclosed Form of Proxy will, if the instructions are clear, vote the Common Shares represented by that Form of Proxy, and where a choice with respect to any matter to be acted upon has been specified in the Form of Proxy, the Common Shares will be voted in accordance with those instructions.  Except as described below with respect to certain “broker non-votes” in the case of the Beneficial Shareholders, if no specification has been made in respect of any matter in any Forms of Proxy received by Enerplus, the Common Shares represented by those Forms of Proxy will be voted FOR each matter for which no specification has been made.

The Form of Proxy confers discretionary authority on the persons appointed with respect to amendments or variations of matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

Deadline for Returning Form of Proxy

To be valid, a Form of Proxy must be received (either directly, in the case of a Registered Shareholder, or through a broker, in the case of a Beneficial Shareholder) by Computershare, at the address shown on the Form of Proxy, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary, Alberta) before the Meeting or any adjournment(s) thereof, being the Proxy Deadline. Notwithstanding the foregoing, the Chairman of the Meeting may, in his sole discretion, determine to accept all, but not less than all, proxies which have been deposited after the Proxy Deadline. If you are a Beneficial Shareholder, send your voting instructions as soon as possible to allow sufficient time for your nominee to receive the information and then send it to Computershare.

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Beneficial Shareholder Voting Options

Beneficial Shareholders are Shareholders who hold Common Shares through brokerage accounts or other intermediaries (and such Common Shares are registered in the name of such intermediary).

In person

Appoint yourself as proxy on the voting instruction form, return the completed voting instruction form in accordance with the instructions provided and then you will be eligible to cast your vote in person at the Meeting.

By proxy

Designate a person (who does not have to be a Shareholder) as your proxyholder on the voting instruction form and return the duly completed voting instruction form in accordance with the instructions provided.

By mail

Complete, sign, date and return the voting instruction form in accordance with the instructions provided.

By internet or telephone

Follow the instructions provided on the voting instruction form.

Broker Non-Votes under NYSE Rules

Under the rules of the NYSE, brokers who hold shares on behalf of their clients have the authority to vote on certain proposals when they have not received instructions from those Beneficial Shareholders. A broker non-vote occurs when a broker holding shares for a Beneficial Shareholder does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the Beneficial Shareholder.  If you are a Beneficial Shareholder who does not vote your Common Shares, your broker can vote your Common Shares at its discretion ONLY on the matter of the appointment of the auditors of Enerplus. If you do not give your broker instructions on how to vote your Common Shares on the other matters to be voted upon at the Meeting, your broker is not empowered to vote your Common Shares on any other matter to be voted on at the Meeting and your Common Shares will not be voted on those matters.  Any Common Shares not voted on matters other than the appointment of Enerplus’ auditors (whether by abstention, broker non-vote or otherwise) will have no impact on that particular item.

Registered Shareholder Voting Options

Registered Shareholders are Shareholders who hold Common Shares in their own name.

In person

Cast your vote at the Meeting.

By proxy

Designate a person (who does not have to be a Shareholder) as your proxyholder on the Form of Proxy and return the duly completed Form of Proxy to Computershare by the Proxy Deadline.

By mail

Complete, sign, date and return the Form of Proxy in the envelope provided.

By internet or telephone

Follow the instructions included on the Form of Proxy.

Revoking Your Proxy

Prior to the Meeting, Shareholders may revoke a proxy previously given.

If you are a Registered Shareholder, you may revoke your proxy by providing a revocation notice in writing to Computershare by close of business on the last business day preceding the Meeting, or to the Chairman of the Meeting at any time before the start of the Meeting. If the Registered Shareholder is a corporation, the revocation notice must be executed by a duly authorized officer or attorney of the Registered Shareholder.

If you are a Beneficial Shareholder, contact your broker or intermediary to revoke your voting instructions.

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BUSINESS OF THE MEETING

1.              Financial Statements

The consolidated financial statements for the year ending December 31, 2016, together with the auditors’ report on those statements, have been mailed to the Shareholders who requested such materials in accordance with applicable securities laws.  Copies of these financial statements are also available through the internet under Enerplus’ SEDAR profile at www.sedar.com or on EDGAR at www.sec.gov and on Enerplus’ website at www.enerplus.com.

2.              Appointment of Auditors

Shareholders will be asked to appoint Deloitte LLP, Independent Registered Public Accounting Firm, as auditors of Enerplus until the next annual meeting of Shareholders.  Deloitte  are currently the auditors of Enerplus and were first appointed in 2002.

The resolution to appoint Deloitte as the auditors of Enerplus requires the approval of more than 50% of votes cast by or on behalf of the Shareholders present in person or represented by proxy at the Meeting.  The Board of Directors recommends that you vote FOR the appointment of Deloitte LLP as auditors of Enerplus. Unless instructed otherwise, the persons named in the Form of Proxy will vote FOR the appointment of Deloitte as auditors of Enerplus.

The following table reflects the fees paid to Deloitte for professional services rendered for the last two fiscal years:

Notes:

(1)   Audit fees were for professional services rendered by Deloitte for the audit of the Company’s annual financial statements and review of the Company’s quarterly financial statements, as well as services provided in connection with statutory and regulatory filings or engagements.

(2)   Audit-related fees are for assurance and related services reasonably related to the performance of the audit or review of the Corporation’s financial statements and not reported under “Audit fees” above.

(3)   Tax fees were for tax compliance, tax advice and tax planning.

(4)   All other fees are fees for products and services provided by Deloitte other than those described as “Audit fees”, “Audit-related fees” and “Tax fees”.

3.              Annual Election of Board of Directors

The articles of Enerplus provide that the Board is to consist of between one and fifteen members.  There are currently eight independent directors (within the meaning of National Policy 58-201 and the NYSE rules) and one non-independent director, Mr. Ian C. Dundas, who is the CEO of Enerplus, on the Board.

The term of office for each director is from the date at which he or she is elected until the next annual meeting of Shareholders, until a successor is elected or appointed, or until the director is removed at a meeting of Shareholders.  The Corporate Governance & Nominating Committee is responsible for recommending nominees for the Board and reviews each director nominee’s qualifications to ensure there is an effective mix of skills, knowledge and experience on the Board, which is summarized in the Director Skills Matrix.

Based on the recommendation of the Committee, the Board has fixed the number of directors to be elected at the Meeting at nine, and the nine individuals named under the “Director Nominee Profiles” section are proposed to be elected at the Meeting.  The Committee has confirmed that each of the recommended director nominees is eligible and is seeking re-election.  Should circumstances arise, for any reason, prior to the Meeting that a director nominee is unable to serve on the Board, the persons named in the enclosed Form of Proxy reserve the right to vote for another nominee at their discretion.

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Unless instructed otherwise, the persons named in the Form of Proxy will vote FOR the election of each of the persons specified below.

Director Nominee Profiles

The following director nominee profiles outline important information, such as each director’s employment history, educational qualifications, other current public company directorships, and security holdings in Enerplus, for your consideration.

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Mr. Pew has over 36 years of diverse experience in the oil and gas industry, most recently as co-founder and Chief Operating Officer for Common Resources, LLC, a private exploration and production company, from 2007 until it was sold in 2010.  Mr. Pew served on the Board of Managers for two private exploration and production companies, Common Resources II, LLC from 2010 - 2012, and later, Common Resources III, LLC from 2012 to 2016. Mr. Pew held various senior executive positions with Newfield Exploration Company, a NYSE-listed oil and gas company in Houston, where he served from 1998 through 2006.  While there, he led the company’s worldwide exploration program, including the Gulf Of Mexico (“GOM”) shelf, GOM deep water, onshore U.S. and international areas.  Prior thereto, Mr. Pew was Senior Vice President, Exploration of American Exploration Company, an AMEX-listed exploration and production company.   Mr. Pew currently serves on the Board of Directors for Southwestern Energy Company, a public exploration and production company in Houston.  He holds an M.A. in Geology from the University of Texas at Austin, and an A.B. in Geology from Franklin and Marshall College.

Note:

As Chairman of the Board of Directors, Mr. Pew may attend and participate in any Board Committee meeting in an ex officio capacity.

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Mr. Barr has 38 years of experience in the oil and gas industry.   He currently serves as a Director of ION Geophysical Corporation and Probe Technology Services, Inc., a private company. He was formerly President and Chief Executive Officer and, prior thereto, Chairman of the Board of Logan International Inc., a company focused on downhole tools and completion services.  He also spent approximately 36 years with Baker Hughes Incorporated (“Baker Hughes”), a NYSE listed company, in various executive roles, including Group President of numerous divisions and President of Baker Atlas, a division of Baker Hughes. Mr. Barr holds a B.Sc. Mechanical Engineering degree from Texas Tech University.

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Mr. Culbert served as President and CEO of Progress Energy Canada Ltd. (“Progress”) until November 2016, when he was appointed Vice Chairman. He continues to serve as a director on the boards of both Progress and Pacific NorthWest LNG, which are privately held. Since 2001, Mr. Culbert provided leadership through Progress’ recapitalization and growth period. He was instrumental in the acquisition and integration of Progress by PETRONAS, Malaysia’s national oil and gas company, and the subsequent development of the Pacific NorthWest LNG project (the “Project”). Mr. Culbert led the Project through the regulatory process, which culminated in the Project receiving its required environmental approvals.

Mr. Culbert served as Vice President of Marketing and Business Development at Encal Energy Ltd. from 1995 to October 2001. From 1979 to 1995, Mr. Culbert worked in various positions at Home Oil Company Limited with increasing responsibility.

Mr. Culbert holds a Bachelor of Science degree in Business Administration and has more than 30 years of diverse experience in the oil and gas industry. He was a member of the Canadian Association of Petroleum Producers’ Board of Governors until November 2016.

Note:

Mr. Culbert was appointed to the Audit & Risk Management Committee on February 18, 2016. Since then, the Audit & Risk Management Committee has held three meetings.

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Mr. Dundas has been the President & Chief Executive Officer of Enerplus since July 1, 2013. Mr. Dundas joined Enerplus’ predecessor in 2002 as Vice President of Business Development, and in 2010 his role expanded to Executive Vice President.  In 2011, Mr. Dundas was appointed as the Executive Vice President & Chief Operating Officer.  Prior to joining Enerplus, Mr. Dundas held several executive positions in the merchant banking business, where he helped oil and gas companies grow by accessing the funding and expertise they required.  Mr. Dundas is a member of the Business Council of Canada and of the Board of Governors of the Canadian Association of Petroleum Producers, and has been on the boards of directors of numerous private and public companies. Mr. Dundas is currently the Co-Chair of the YMCA Power of Potential Campaign Committee. Mr. Dundas holds a Bachelor of Commerce (Distinction) from the University of Calgary and a Bachelor of Laws (Distinction) from the University of Alberta.  Mr. Dundas was called to the Alberta Bar in 1995.

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Ms. Foulkes has over 30 years of oil and gas industry experience and is currently the Chair of Tudor, Pickering, Holt & Co. Securities-Canada, ULC, a private energy advisory firm.  From 2008 to 2012, Ms. Foulkes held a number of executive roles at Penn West Petroleum Ltd., a TSX and NYSE-listed oil and gas company, including Executive Vice President and Chief Operating Officer.  Prior thereto, Ms. Foulkes was Managing Director at Scotia Waterous, an investment banking firm, from April 2000 to March 2008.  Ms. Foulkes holds an Honours Bachelor of Science degree in Earth Sciences from the University of Waterloo, is a professional geologist, and a member of the Association of Professional Engineers and Geoscientists of Alberta and the Canadian Association of Petroleum Geologists.

Notes:

1.              Ms. Foulkes was also appointed to the Reserves Committee on February 18, 2016.  Since then, the Committee has held two meetings.

2.              Ms. Foulkes was a director of Parallel Energy Trust (“Parallel”), a Canadian-based oil and gas trust, which commenced proceedings in the Court of Queen’s Bench of Alberta under the Companies’ Creditors Arrangement Act (Canada) on November 9, 2015. Ms. Foulkes ceased to be a director of Parallel on March 1, 2016.

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Mr. Hodgins has been an independent businessman since November 2004.  Prior thereto, Mr. Hodgins served as the Chief Financial Officer of Pengrowth Energy Trust (a TSX and NYSE-listed energy trust) from 2002 to 2004.  Prior to that, Mr. Hodgins held the position of Vice President and Treasurer of Canadian Pacific Limited (a TSX and NYSE-listed diversified energy, transportation and hotels company) from 1998 to 2002 and was Chief Financial Officer of TransCanada PipeLines Limited (a TSX and NYSE-listed energy transportation company) from 1993 to 1998.  Mr. Hodgins received an Honours Bachelor of Arts in Business from the Richard Ivey School of Business at the University of Western Ontario and received a Chartered Accountant designation and was admitted as a member of the Institute of Chartered Accountants of Ontario in 1977 and Alberta in 1991.

Note:

Mr. Hodgins was a director of Skope Energy Inc. (“Skope”) in November 2012 when Skope entered into a settlement agreement with Pine Cliff Energy Ltd. (“Pine Cliff”) and filed for protection under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”). A plan for compromise and arrangement under the CCAA filed by Pine Cliff and Skope was accepted by the Court of Queen’s Bench of Alberta on January 15, 2013, received the requisite approval of Skope’s creditors on February 15, 2013 and came into effect on February 20, 2013. Mr. Hodgins resigned as a director of Skope on February 19, 2013.

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Ms. MacKenzie has been an independent consultant since September 2010. Prior thereto, Ms. MacKenzie served as Chief Operating Officer with Oilsands Quest Inc., a NYSE Amex-listed oil sands company, from April 2010 through August 2010. Prior to that, Ms. MacKenzie was employed for 12 years at Petro-Canada, a TSX and NYSE-listed integrated oil and gas company prior to its merger with Suncor Energy Inc. in 2009, where she held senior roles, including Vice President of Human Resources and Vice President of In Situ Development & Operations. Ms. MacKenzie was also with Amoco Canada for 14 years in a variety of engineering and leadership roles in natural gas, conventional oil and heavy oil exploitation.  Ms. MacKenzie holds a Bachelor of Engineering (Mechanical) degree from McGill University, an MBA from the University of Calgary and is a member of the Association of Professional Engineers and Geoscientists of Alberta.  Ms. MacKenzie also holds the ICD.D designation from the Institute of Corporate Directors.

Note:

Ms. MacKenzie was appointed to the Safety & Social Responsibility Committee on February 18, 2016.  Since then, the Safety & Social Responsibility Committee has held two meetings.

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Mr. Roane is a corporate director and currently serves as a director of Badger Daylighting Ltd. and Crown Capital Partners, Inc.  Previously, he served as a board member of a number of TSX-listed energy/resources companies.  Mr. Roane also served two terms as a Member of the Alberta Securities Commission.  Mr. Roane retired from TD Asset Management Inc., a subsidiary of the Toronto-Dominion Bank, in 1997.  Mr. Roane holds a Bachelor of Arts and an MBA from Queen’s University in Kingston, Ontario and also holds the ICD.D designation from the Institute of Corporate Directors.

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Mr. Steeves has over 38 years of experience in the North American oil and gas industry and is currently a corporate director. From January 2001 until April 2012, Mr. Steeves was Chairman and Chief Executive Officer of Echoex Ltd., a junior private oil and gas company focused on greenfield organic growth in Western Canada.  Mr. Steeves spent over 15 years at Renaissance Energy Ltd. where he was appointed Chief Operating Officer in 1997. He holds a Bachelor of Science in Geology from the University of Calgary.

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Director Skills Matrix

The director skills matrix below provides a comprehensive listing of both essential skills Enerplus considers necessary for an effective operating board of directors and the representation of those skills by each Board nominee.  The Corporate Governance & Nominating Committee reviews the matrix annually to ensure there is an appropriate mix of skills on the current Board and utilizes it as a guide for future Board member appointments.  It is also a requirement of the Committee to conduct an annual review to ensure that there are no conflicts of interest or performance concerns with respect to nominees who serve on multiple boards.

Majority Voting for Directors

Pursuant to Enerplus’ majority voting policy, for each director nominee to be elected, more than 50% of votes cast by or on behalf of Shareholders present in person or represented by proxy at the Meeting must be in favour of such election; otherwise, the nominee is required to submit his or her resignation to the Board within five days of the Meeting, with the resignation to take effect upon acceptance by the Board.  The Corporate Governance & Nominating Committee will consider the director nominee’s offer to resign and will make a recommendation to the Board as to whether or not to accept the resignation.  The Committee will be expected to accept the resignation except in exceptional  circumstances where it is in the best interest of Enerplus that the applicable director nominee

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continues to serve on the Board.  In determining whether or not to accept the resignation, the Board will consider the Committee’s recommendation and such other factors it considers relevant before making a decision as to whether to accept the nominee’s offer to resign within 90 days of the Meeting. In the event of a rejection of the director’s resignation, Enerplus will announce the decision by way of a press release, a copy of which will be provided to the Toronto Stock Exchange. If applicable, the press release will include all the reasons the Board has decided to reject the nominee’s resignation. No nominee who is required to tender his or her resignation will participate in the deliberations or recommendations of the Committee or the Board.

If a nominee’s resignation is accepted, subject to applicable legal requirements, the Board may leave the resultant vacancy unfilled until the next Meeting or fill the vacancy through the appointment of a new director.  This policy does not apply in circumstances involving contested director elections.

4.              Approval of Unallocated Share Awards under the Share Award Incentive Plan

Background

In 2014, Enerplus implemented the Share Award Incentive Plan, which allows it to grant RSUs or PSUs to employees and officers of Enerplus.  The Share Award Incentive Plan was initially approved by the Shareholders on May 9, 2014.  A summary and the full text of the Share Award Incentive Plan are set forth in Schedules D and E, respectively.  Because the Share Award Incentive Plan provides that a fixed percentage of the issued and outstanding Common Shares from time to time will be reserved for issuance thereunder rather than a fixed maximum number of Common Shares, the TSX requires a majority of the Board and Shareholders to approve, every three years, the unallocated Share Awards under the Share Award Incentive Plan.

The number of unallocated Share Awards is calculated by subtracting the number of Share Awards that have been granted and are outstanding at any given time from the number that represents 3.8% of the issued and outstanding Common Shares at such time. As at March 10, 2017, an aggregate of 4,908,394 Share Awards (representing 2.0% of the outstanding Common Shares) were outstanding under the Share Award Incentive Plan, leaving 4,292,506 unallocated Share Awards available for future grants based on the number of outstanding Common Shares as at March 10, 2017. In addition, as at March 10, 2017, an aggregate of 5,870,740 Common Shares (representing 2.4% of the outstanding Common Shares) were reserved for issuance pursuant to the Stock Option Plan, which is the only other Security-Based Compensation Arrangement of Enerplus. As such, in accordance with the Share Award Incentive Plan, the aggregate number of Common Shares reserved for issuance pursuant thereto and the Stock Option Plan is less than 10% of the outstanding Common Shares as at March 10, 2017. The Stock Option plan is closed and no further awards will be made under that plan.

At the Meeting, Shareholders will be asked to vote on an ordinary resolution to approve all unallocated Share Awards under the Share Award Incentive Plan. If Shareholder approval is obtained at the Meeting, Enerplus will not be required to seek further approval for the grant of unallocated Share Awards under the Share Award Incentive Plan until May 5, 2020. If Shareholder approval is not obtained at the Meeting, Share Awards which have not been allocated as of May 5, 2017 and Share Awards which are outstanding as of May 5, 2017 and subsequently expire or are exercised, terminated or cancelled will not be available for a new grant of Share Awards. Previously granted and allocated Share Awards will continue to be unaffected by the approval of, or the failure to approve, the proposed resolution below. As described under “Executive Compensation — Compensation Discussion & Analysis” below, the Share Award Incentive Plan is an important component of Enerplus’ overall compensation structure and is critical to its ability to attract and retain qualified and dedicated personnel. If approval of the unallocated Share Awards is not obtained at

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the Meeting, Enerplus may need to pursue substitute forms of incentive which may prove to be less effective and more costly to Enerplus. In light of the foregoing, at the Board meeting held on January 29, 2017, the Board unanimously approved all unallocated Share Awards under the Share Award Incentive Plan.

Proposed Resolution and Board Recommendation

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to approve the following ordinary resolution relating to the approval of the unallocated Share Awards under the Share Award Incentive Plan.

“BE IT RESOLVED, as an ordinary resolution, that:

1.                                      all unallocated restricted share unit awards and performance share unit awards under the Share Award Incentive Plan of Enerplus Corporation (the “Corporation”) be and are hereby approved and authorized, which approval and authorization shall be effective until May 5, 2020; and

2.                                      any director or officer of Enerplus is hereby authorized to execute and deliver, whether under corporate seal or otherwise, such documents, and to perform and do all such acts and things, as any such director or officer in his or her discretion may consider to be necessary or advisable from time to time in order to give effect to this resolution.”

Shareholder approval of the unallocated Share Awards under the Share Award Incentive Plan is required under the rules and policies of the TSX.  To pass, the resolution must be approved by a majority of not less than 50% plus one of the votes cast by the Shareholders present in person or voting by proxy at the Meeting.

The Board of Directors recommends that you vote FOR the ordinary resolution to approve the unallocated Share Awards under the Share Award Incentive Plan. It is the intention of the persons named in the enclosed Form of Proxy, if named as proxy and not expressly directed to the contrary in the Form of Proxy, to vote those proxies FOR the approval of all unallocated Share Awards under the Share Award Incentive Plan.

5.              Advisory Vote on Executive Compensation

At the Meeting, Shareholders will be asked to vote, on a non-binding, advisory basis, on the acceptance of Enerplus’ approach to executive compensation.

The Board believes that Shareholders should have the opportunity to fully understand the objectives, philosophy and principles that guide the executive compensation-related decisions made by the Compensation & Human Resources Committee and the Board.  Shareholders are encouraged to review the “Executive Compensation — Compensation Discussion & Analysis” section of this Information Circular, which discusses Enerplus’ compensation philosophy and approach to executive compensation, what the Named Executive Officers are paid, and how their respective levels of compensation are determined.

As part of Enerplus’ ongoing commitment to corporate governance, the Board has approved a non-binding advisory vote on executive compensation at the Meeting with the intention that this Shareholder advisory vote will form an integral part of the Board’s Shareholder engagement process relating to executive compensation.

As this is an advisory vote, the results will not be binding upon the Board. The Board, and specifically the Compensation & Human Resources Committee, will not be obligated to take any compensation actions, or make any adjustments to executive compensation programs or plans, as a result of the vote. 

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However, in considering its approach to compensation in the future, the Committee and the Board will take into account the results of the vote, together with feedback received from Shareholders. Enerplus will disclose the results of the Shareholder advisory vote as part of its report on voting results at the Meeting.  At the Company’s annual shareholder’s meeting in 2016, 85.65% of the Shareholders at, or represented at, that meeting approved of Enerplus’ approach to executive compensation.

At the Meeting, Shareholders will be asked to vote on the following resolution:

“BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of Enerplus’ board of directors, that the Shareholders accept Enerplus’ approach to executive compensation disclosed in the Information Circular and Proxy Statement dated March 30, 2017.”

The Board of Directors recommends that you vote FOR the advisory resolution approving Enerplus’ approach to executive compensation disclosed in this Information Circular. Unless otherwise instructed, the persons named in the Form of Proxy will vote FOR Enerplus’ approach to executive compensation disclosed in this Information Circular.

Board Recommendations for Shareholder Voting

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CORPORATE GOVERNANCE

Enerplus is subject to the corporate governance disclosure requirements adopted by the Canadian Securities Administrators in National Instrument 58-101 and the corporate governance guidelines in National Policy 58-201. In addition, Enerplus is subject to certain of the corporate governance standards of the NYSE and to certain provisions of the Sarbanes-Oxley Act.  As a foreign private issuer whose Common Shares are listed on the NYSE, Enerplus is required to disclose any significant ways in which its governance practices differ from those followed by U.S. domestic companies under the NYSE’s corporate governance listing standards.  Enerplus has reviewed the NYSE listing standards and confirms that its corporate governance practices do not differ significantly from such standards.  As a foreign private issuer whose Common Shares are listed on the NYSE, Enerplus is not obligated to have and does not have an internal audit function; however, Enerplus uses an independent company which reports directly to the Audit & Risk Management Committee of the Board to review and test Enerplus’ internal financial controls.

On an ongoing basis, and when determined to be appropriate or necessary, the Corporate Governance & Nominating Committee monitors and brings forward proposed changes to Enerplus’ corporate governance practices for the Board’s consideration and adoption.

Set out below is a description of certain corporate governance practices and principles of Enerplus, and the roles and responsibilities of the Board.

Board Composition

National Policy 58-201 recommends that the majority of the Board be comprised of independent directors.  Eight of the nine director nominees proposed to be elected at the Meeting have been determined to be independent based on information provided by the individual directors and reviewed by the Corporate Governance & Nominating Committee.  One director, Mr. Dundas, is the CEO of Enerplus and, as such, is not independent.  It is Enerplus’ practice that the Chairman of the Board shall be an independent and unrelated director and that only independent directors serve on the committees of the Board.

Any independent director whose circumstances change such that he or she might be considered to be a non-independent director is required to promptly advise the Chair of the Corporate Governance & Nominating Committee of that director’s change in circumstances and, if deemed non-independent, to submit his or her resignation to the Chairman of the Board.  The CEO of Enerplus shall be the only member of management and the only non-independent director on the Board.

Orientation and Continuous Development

The Corporate Governance & Nominating Committee is responsible for reviewing and monitoring the orientation programs for new directors.  The Committee ensures each new director receives an orientation, supplemented by adequate orientation materials.  Enerplus’ executive management reviews with each new director certain information and materials regarding Enerplus, including the role of the Board and its committees, and the legal obligations of a director.

The Committee, in conjunction with the Chairman and management, has oversight for continuing education for directors in order to ensure that directors maintain the skill and knowledge necessary to meet their obligations.  Directors are encouraged to participate in continuing education programs of their choosing to increase their knowledge and skills.  In 2016, management facilitated several technical meetings and education sessions involving a variety of topics, including review of the 2016 and 2017 corporate model and updates, an overview of Enerplus’ Canadian operations expenditure reduction initiative, and a review of the Williston Basin well density study. As well, Enerplus sponsors membership to the Institute of Corporate Directors for each of the Board members.

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Diversity Policy

The Board and management of Enerplus believe that the Company can only excel with exceptional people.   In order to attract and retain the most qualified individuals for any position, Enerplus must ensure it objectively assesses talent and skill without being influenced by gender, age, cultural background or other personal traits.  Only by impartially assessing the skills and competence of individuals and removing any barriers that may prevent an objective review is Enerplus able to identify the best candidates for any role, development opportunity or promotion.  In an effort to engrain this in Enerplus’ corporate culture, the Board has adopted a Diversity Policy which attempts to remove any bias in the Company’s candidate selection process.

By welcoming people with different backgrounds and perspectives, the Company gains new insights into the business and enhances our business decision making and problem solving.

Gender Diversity

Enerplus is committed to a corporate culture of inclusiveness and tolerance without resorting to the use of arbitrary gender targets or diversity-based quotas.  Enerplus has been successful in its efforts to recruit exceptional leaders who are women.  The chart below shows Enerplus’ gender diversity as of December 31, 2016.  Enerplus will continue to monitor its gender diversity and disclose the results of its gender profile to the Shareholders on an annual basis.

The Corporate Governance & Nominating Committee takes into account the current percentage of women on the Board as one important factor in its director recruitment process.  Similarly, Enerplus’ management also considers gender when making employment and promotion decisions.  However, while being mindful of female representation, neither management nor the Committee prioritizes gender at the expense of recruiting the most qualified individuals available.   The Committee monitors adherence to the Diversity Policy.

Board and Committee Meetings

The Board meets a minimum of six times per year.  Each Board meeting includes an in-camera discussion of the independent directors without the presence of management.  Directors may assist in preparing the agenda for Board and committee meetings.  The directors receive a comprehensive package of information in advance of each meeting.  Further, the Board attends an annual strategic planning session to review, amend or adopt long term strategies and new corporate objectives for the upcoming year.  Further details on Board and Committee meeting attendance are outlined in the individual director profiles.

Board Directorship Policy

Being an active and contributing member of the Board requires skill, experience and a personal commitment of both time and energy.  To ensure that all directors have sufficient time to commit to the Board, Enerplus has adopted a policy according to which, should a director wish to serve on the board of directors of another public entity, such director must obtain prior approval before committing to do so.  The Chair of the Corporate Governance & Nominating Committee and the Chairman review any requests of Board members who wish to serve on other boards.

After a detailed review, which will take into account the current number of directorships, potential conflicts, attendance at Board meetings, and the director’s past performance assessments, a decision will be made based on the facts of the request.  The purpose of this policy is to ensure that the director will have sufficient time to successfully satisfy his or her obligations to Enerplus and ensure that no directors of Enerplus become overloaded. At the present time, Enerplus believes all of the

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nominees for election to the Board have sufficient time to commit to their duties as Enerplus directors.

The policy also requires that the CEO be subjected to the same review process as independent directors if the CEO wishes to serve on the board of directors of another entity.  The policy restricts the CEO to only one such directorship position.  Currently, the CEO does not sit on the board of directors of any other issuer.

Director Compensation

In order to attract and retain skilled, high functioning individuals to serve as Board members, Enerplus consciously monitors the director compensation practices of its market peers.  The Corporate Governance & Nominating Committee, in consultation with an external compensation advisor, regularly reviews the compensation of the members of the Board.  Following the review, the Committee makes recommendations to the Board for its consideration when it believes changes in director compensation are warranted or appropriate.

Director Nomination Processes and Succession Planning

A core responsibility of the Corporate Governance & Nominating Committee is to identify prospective Board members, consistent with Board approved criteria, and to recommend such individuals as nominees for election to the Board at each annual meeting of Shareholders or to fill vacancies on the Board which occur during the year.  See Board Mandate and Committees - Corporate Governance & Nominating Committee for a description of the Committee’s other responsibilities.

For the Corporate Governance & Nominating Committee to recommend an individual for Board membership, candidates are assessed on their individual qualifications and  expertise, as well as diversity of experience.  They must also exhibit the highest degree of integrity, professionalism, values and independent judgment. The Committee and the Board do not adhere to any quotas in determining Board membership; however, the Committee recognizes diversity as an important selection criteria.

On an ongoing basis, the Corporate Governance & Nominating Committee asks incumbent directors and senior management to suggest individuals to be considered as prospective Board nominees. The Committee then maintains an evergreen list of potential Board candidates. When it becomes apparent that a new Board nominee may be required and/or considered for the Board, the Committee utilizes the Director Skills Matrix in reviewing potential candidates against the skill set of the incumbent Board. Potential nominees who possess experience and expertise in identified areas of need will be given priority.  When necessary, the Committee may engage the services of a search firm to assist them in the identification of director candidates with the necessary skills or experience the Board requires.

Executive Succession Planning

The Compensation & Human Resources Committee is accountable for reviewing management’s ongoing succession, leadership and talent strategy programs and plans.  Management, on a regular basis, provides the Committee with a detailed succession plan for each executive position and identifies possible succession gaps in the current staff.  Further, the Committee and the CEO conduct a detailed review of current employees who are potential successors for all executive positions, with particular focus on the CEO and Senior Vice President roles.  The review includes an assessment of each individual’s strengths and development requirements, an estimate as to when such individuals may be prepared to accept such a role change, and any current plans for such individual’s career development.  The succession and leadership plans are reviewed regularly at Committee meetings.

Ethical Business Conduct

The Board has adopted a Code of Business Conduct applicable to all directors, officers, employees and consultants of Enerplus. The Board monitors compliance with the Code by requiring that each director, officer, employee

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or consultant confirms in writing that he or she has read the Code and is in compliance with same. Should the individual have any concerns or questions regarding compliance, that person may qualify their confirmation with written remarks. The Code sets out in detail the core values and the principles by which Enerplus is governed.  It addresses topics which include: honest and ethical conduct, conflicts of interest, compliance with applicable laws and Company policies and procedures, public disclosure, use of corporate assets and opportunities, confidentiality of corporate information, reporting responsibilities and procedures, and non-retaliation.  The Code is available on Enerplus’ website at www.enerplus.com, under Enerplus’ SEDAR profile at www.sedar.com and on Form 6-K on EDGAR at www.sec.gov.

The Board and the Audit & Risk Management Committee have established a Whistleblower Policy to encourage members of the public, employees, officers and directors to raise concerns regarding matters covered by the Code, including accounting, internal controls and auditing matters.  Anyone may contact the Chair of the Audit & Risk Management Committee, the CEO, the Vice President, General Counsel & Corporate Secretary or the Manager, People & Culture to report a contravention of the Code on a confidential basis free from discrimination, retaliation or harassment.  A copy of the Whistleblower Policy is available on Enerplus’ website at www.enerplus.com.

In addition, in order to ensure independent judgment in considering transactions and agreements in which a director or officer of Enerplus has a material interest, all related party transactions and any payments arising from such transactions must be approved by the other independent directors.  No such material transactions or payments occurred in the past year.

Independent Director Performance Assessments and Board Renewal

The Corporate Governance & Nominating Committee is responsible for assessing the effectiveness of the Board  and the Board committees.  The Chair of the Committee leads an annual Board effectiveness roundtable discussion with all members of the Board during an in-camera session at the annual strategic planning session of the Board.  The topics discussed are specifically chosen to elicit frank discussion about issues or concerns which might be preventing the Board from being as effective as it otherwise could be.  Suggestions and actions which arise out of these discussions are provided to the Corporate Governance & Nominating Committee for further handling and implementation.

In addition to and separate from the roundtable discussions noted above, all the Board members participate in an annual director peer-to-peer evaluation process.  This is a formal process of performance evaluation of each individual director by that director’s peers on the Board. In addition, each of the different Chairs of the Board Committees and the Chairman are also subject to a separate evaluation.

Pursuant to the evaluation process, each director is required to participate by providing an anonymous and fulsome written evaluation of all of the directors on the Board.  The process is primarily designed to evaluate the relative contributions of each of their fellow directors.  The peer-to-peer evaluation requires a director to rate his or her peers on such attributes as collaboration and teamwork, continuous improvement mindset, financial and business acumen and overall contribution.  Further, each director is also required to complete a self-evaluation which is then compared to the collective evaluation by that director’s peers.  Following the completion of the evaluation and the confidential tabulation of the results, the Chairman confidentially meets with each director individually to review the results of their evaluation and propose steps a director might consider to address any perceived shortcomings. In addition, the Chair of the Corporate Governance & Nominating Committee confidentially meets with the Chairman to review the Chairman’s evaluation.  The purpose of these assessments is to assist in enhancing the overall performance of each individual director and address any areas requiring improvement.  Also, these assessments

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serve to improve the Board’s oversight and effectiveness in fulfilling its obligation to provide advice and strategic direction to management.

The Board does not utilize term limits for its directors.  Rather, the Board relies on its rigorous evaluation process to ensure healthy Board renewal.  The Board considers this strategy to be essential in maintaining its ability to effectively perform its functions.

Shareholder Engagement

During 2016, the Chairman, the Chair of the Compensation & Human Resources Committee and several members of the executive of Enerplus reached out, as appropriate, to various corporate governance stakeholders and Shareholders to listen to their opinions and concerns.  The meetings often involved a dialogue on a variety of topics, including: executive compensation issues, various corporate governance matters, disclosure practices, shareholder engagement, entity risk management, corporate operating results, capital allocation, liquidity issues, dividend strategy, portfolio management and commodity hedging.  In total, Enerplus representatives engaged more than 60 Shareholders, representing approximately 40% of Enerplus’ issued and outstanding Common Shares.

Enerplus carries out its Shareholder engagement activities through a variety of different methods.  In addition to its annual Shareholders meeting, which is webcast, Enerplus hosts “Investor Day” presentations for Shareholders and participates in numerous investor conferences and one-on-one meetings.  Enerplus also regularly communicates its quarterly results via conference calls and webcasts.  Shareholders are encouraged to contact Enerplus’ Investor Relations department by letter, phone or email to share their views and comments.  Enerplus believes that increased stakeholder and Shareholder engagement provides the Company with invaluable insight with regard to what stakeholders and Shareholders are thinking and what is important to them.  As part of its long-established objective of open communication, the Board invites stakeholders and Shareholders alike to engage with representatives of the Company at investorrelations@enerplus.com or by telephone at 1-800-319-6462.

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The Board is responsible for the overall stewardship of Enerplus and discharges this responsibility directly and through delegation of specific responsibilities to committees of the Board, the Chairman and the officers of Enerplus.  The Board has five committees, listed below, each operating in accordance with a Board-approved written mandate outlining its duties and responsibilities.  The following section outlines the assignment and rotation of committee chairs and a general review of each of the Board committees and their respective functions. A copy of the Board’s mandate is included in Schedule A to this Information Circular and can be found on Enerplus’ website at www.enerplus.com.

·                  Audit & Risk Management Committee

·                  Compensation & Human Resources Committee

·                  Corporate Governance & Nominating Committee

·                  Reserves Committee

·                  Safety & Social Responsibility Committee

Position Descriptions and Responsibilities

The Board has position descriptions for the Chairman and for the Chair of each committee.  The Board and CEO have also developed a written position description for the CEO.

The Chairman is responsible for the management, development and effective leadership of the Board.  The Chairman’s primary role is to provide leadership to the Board and its committees, including chairing meetings in a manner that facilitates open discussions and expressions of competing views in an effort to achieve consensus among the directors.  The Chairman is also responsible for, among other things, fostering ethical and independent decision-making, providing a link between the Board and management, and acting in an advisory capacity to the CEO in all matters concerning the interests and management of Enerplus.

Rotation of Committee Assignments and Chairs

Committee assignments and the designation of committee chairs are based on each director’s knowledge, interests and areas of expertise.  The Board favours rotation of committee assignments and chairs, where practicable, to broaden the exposure of individual directors and introduce new perspectives to the Board committees.  However, the Board believes experience and continuity must be preserved when considering candidates for rotation.  Committee members and chairs may be rotated in response to changes in membership of the Board and, in all cases, should be rotated only if doing so is likely to maintain or increase committee performance.  All directors are welcome to attend committee meetings and are given access to all committee materials regardless of whether they are a member of the committee.

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Audit & Risk Management Committee

Chair: Robert B. Hodgins

Members: Michael R. Culbert, Hilary A. Foulkes, Glen D. Roane, and Sheldon B. Steeves

Accountability: Responsible for the Board’s review and oversight of Enerplus’ financial reporting.  The specific responsibilities of the Audit & Risk Management Committee are set out in the Audit & Risk Management Committee charter, a copy of which is on Enerplus’ website at www.enerplus.com.

Key Responsibilities:

·                  Assess financial reporting and continuous disclosure of Enerplus

·                  Review Enerplus’ internal controls and policies, the certification process, and compliance with regulatory requirements over financial matters

·                  Evaluate and monitor the performance and independence of Enerplus’ external auditors

·                  Monitor the manner in which the business risks of Enerplus are identified and managed

·                  Certain information regarding the Audit & Risk Management Committee that is required to be disclosed in accordance with National Instrument 52-110 is contained in Enerplus’ Annual Information Form for the year ending December 31, 2016 dated February 24, 2017, an electronic copy of which is available on the internet under Enerplus’ SEDAR profile at www.sedar.com, in Enerplus’ annual report on Form 40-F filed on EDGAR at www.sec.gov and on Enerplus’ website at www.enerplus.com.

Compensation & Human Resources Committee

Chair: Susan M. MacKenzie

Members: David H. Barr, Michael R. Culbert and Hilary A. Foulkes

Accountability: Assists the Board in fulfilling its duties regarding human resources policies, succession planning, talent management and compensation matters.  The Committee also recommends the form and adequacy of compensation arrangements for Enerplus’ executive officers and employees, having regard to associated risks and responsibilities.  The Committee obtains executive compensation data from external consultants who provide advice regarding the compensation of executive officers to ensure achievement of compensation objectives.

Key Responsibilities:

·                  Assess the performance of senior management with reference to corporate objectives

·                  Make base salary recommendations for the CEO and senior management to the Board for its approval, having regard to executive compensation policies, programs and awards

·                  Make annual incentive recommendations to the Board for its approval, including the corporate performance rating and individual performance ratings of officers of Enerplus

·                  Review and make recommendations to the Board for approval regarding the granting of awards to officers and employees under Enerplus’ long term incentive plans

·                  Review overall compensation programs to ensure competitiveness, reasonableness and employee retention

·                  Review long term succession plans for executive positions

·                  Oversee assessment of Enerplus’ risks relating to its compensation philosophy, policies and practices to ensure that executives are not encouraged to take unnecessary or inappropriate risks, and to review disclosure in these respects

·                  Review management’s progress in achieving the objectives of the Diversity Policy and disclose results of such progress to Shareholders on an annual basis

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Corporate Governance & Nominating Committee

Chair: Glen D. Roane

Members: Michael R. Culbert and Robert B. Hodgins

Accountability: Assists the Board in matters of corporate governance and regularly reviews Enerplus’ internal practices and policies to ensure that such practices and policies reflect corporate governance best practices.  Furthermore, the Committee also assists the Board in identifying and evaluating director candidates and recommending nominees for membership on the Board.

Key Responsibilities:

·                  Assess and make recommendations to the Board on size and the appropriate skills and characteristics required of Board members

·                  Recommend nominees for election or re-election to the Board

·                  Annually review each director’s continuation on the Board

·                  Facilitate an annual Board effectiveness session and a director peer-to-peer evaluation process to coordinate the implementation of suggested improvements and strategies

·                  Review and monitor the orientation of new directors

·                  Regularly review Enerplus’ corporate governance practices as well as recommend to the Board any changes that the Committee deems necessary or advisable

·                  Review Enerplus’ annual disclosure of corporate governance practices

·                  Review Enerplus’ corporate governance practices as an ongoing practice to ensure that procedures, charters, policies and protocols are followed

·                  Review director compensation and make change recommendations to the Board annually

·                  Review and update evergreen list of potential directors

Reserves Committee

Chair: Sheldon B. Steeves

Members: Hilary A. Foulkes and Susan M. MacKenzie

Accountability: Assists the Board in carrying out its responsibilities with respect to public disclosure requirements and annual and interim reviews of Enerplus’ oil and natural gas reserves and contingent resources.

Key Responsibilities:

·                  Recommend to the Board the engagement of the independent reserves evaluators

·                  Review management’s assessment of the work of the independent reserves evaluators annually

·                  Review Enerplus’ procedures relating to the disclosure of information with respect to its reserves and resources

·                  Review the scope of the annual review of the reserves and resources by the independent reserves evaluators, including findings and any disagreements with management

·                  Meet in-camera with the independent reserves evaluators

·                  Determine whether any restrictions affect the ability of the independent reserves evaluators in reporting on Enerplus’ reserves and resources data

·                  Receive, annually, signed independent reserves evaluators’ reports and a certificate of compliance and due diligence from management

·                  Make recommendations to the Board regarding the approval of Enerplus’ year-end reserves evaluations

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Safety & Social Responsibility Committee

Chair: David H. Barr

Members: Hilary A. Foulkes and Susan M. MacKenzie

Accountability: Assists the Board in carrying out its responsibilities to provide oversight on management’s development and implementation of an effective safety and environmental management system, to ensure that Enerplus’ activities are planned and executed in a safe and responsible manner and that there are adequate systems in place to support ongoing compliance with Enerplus’ regulatory obligations.

Key Responsibilities:

·                  Review Enerplus’ health, safety, regulatory and environmental (“HSRE”) programs and policies

·                  Review Enerplus’ performance related to HSRE matters on a semi-annual basis

·                  Review external and internal HSRE reports on material risk assessments, ongoing investigations and audits performed

·                  Review the status of significant remediation projects, developments and environmental provisions

·                  Ensure that long range preventative programs are in place to mitigate future risks

·                  Participate in bi-annual visits to one of Enerplus’ operating facilities

·                  Receive an annual compliance certificate from management

·                  Generally ensure the integrity of Enerplus’ HSRE programs and policies

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DIRECTOR COMPENSATION

Philosophy

The Board, through the Corporate Governance & Nominating Committee and in consultation with an external compensation advisor, is responsible for benchmarking and designing the directors’ compensation program. The Committee annually reviews director compensation relative to a peer group and targets total compensation at the median.  The overall objective is to ensure the director compensation program:

·                  Attracts and retains the services of highly qualified individuals

·                  Compensates the directors in a manner that is competitive with other comparable peers and commensurate with the risks and responsibilities assumed in Board and committee membership

·                  Aligns the interests of the directors with Shareholders

Directors’ compensation includes annual retainers, meeting fees and annual share awards (which can be accepted in the form of Common Shares or Deferred Share Units (“DSUs”)).  Directors are not eligible to receive other forms of equity such as stock options, incentive rights, restricted share units or performance share units.

The director compensation table set forth below excludes any compensation paid to Mr. Dundas and only refers to the compensation of independent directors.  Mr. Dundas does not receive any compensation related to his services as a director of the Board.  For information on Mr. Dundas’ compensation in his capacity as CEO, see the “Executive Compensation” section.

Fees and Retainers

Directors receive cash fees and retainers paid on a quarterly basis.  They are also reimbursed for travel expenses related to their attendance at meetings.

Share-Based Awards

Directors receive an annual equity retainer which they may elect, prior to the relevant calendar year, to receive as either Common Shares issued under the Director Share Plan or DSUs granted under the Deferred Share Unit Plan, or a combination of both.

In 2016, the oil and gas industry continued to be affected by adverse commodity and market conditions. The Board elected to reduce the 2016 annual equity retainer grant by 20%, on a one time basis, to the annual figures shown above. The annual equity retainers for 2017 are $150,000 and $97,500 for the Board Chairman and other directors, respectively.

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Director Share Plan

Under the Director Share Plan, on an annual basis, Common Shares are purchased by Enerplus on the TSX for payment to eligible directors who have elected to be paid all or a portion of their annual equity retainer in Common Shares.  The Common Shares are not issued from treasury and such securities are not subject to any transfer or resale restrictions imposed on the directors.  In 2016, the number of Common Shares purchased was calculated by dividing the dollar value of the portion of the director’s annual equity retainer that he or she had elected to be paid in the form of Common Shares by the volume weighted average trading price of the Common Shares on the TSX for the last ten trading days of the preceding year.  Equity payments received by the directors in the form of Common Shares granted under the Director Share Plan were considered “share-based awards”, which awards vested and were paid immediately as described in the Director Summary Compensation Table. Therefore, no such awards were outstanding as at December 31, 2016.

Deferred Share Unit Plan

Directors who have elected to be paid all or a portion of their annual equity retainer in DSUs receive their awards effective the first day of each calendar year.   The number of DSUs credited to any director in a calendar year is calculated by dividing the dollar value of the portion of the director’s annual equity retainer that he or she has elected to be paid in the form of DSUs by the volume weighted average trading price of the Common Shares on the TSX for the last ten trading days of the preceding calendar year.  The DSUs vest immediately but are not paid out until a director ceases to be a director of Enerplus.

When a director ceases to serve on the Board for any reason, the director will receive a cash payment for each DSU credited equal to the volume weighted average trading price of the Common Shares on the TSX for the ten trading days immediately preceding the termination date.

The plan was amended in 2014 to align the treatment of dividends with other long term incentive plans of Enerplus. For DSUs granted prior to 2014, upon payout the director receives a cash payment equal to the amount of dividends, if any, that would have been paid on the DSUs if they were outstanding as Common Shares from the date of grant.  For DSUs granted in or after 2014, the number of DSUs held by a director is increased each month, on a compounding basis, as if the dividends paid on the Common Shares were also paid on the DSUs and reinvested into additional DSUs using the volume weighted average trading price of the Common Shares on the TSX for the five trading days ending one trading day prior to the dividend payment date.

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Director Summary Compensation Table

The following table summarizes the aggregate compensation provided to each of the independent directors in 2016.  Mr. Dundas, the CEO of Enerplus, did not receive any compensation in his capacity as a director.

In 2016, a total of $1,301,033 was paid to the directors in annual compensation:  $365,000 in annual cash retainers, $666,033 in share-based retainers, $70,000 paid to those directors who acted as chair of a committee and $200,000 for attendance at Board and committee meetings.

Notes:

(1)         Represents the value of Common Shares purchased by Enerplus for directors under the Director Share Plan and/or the value of DSUs granted to the various directors under the Deferred Share Unit Plan, as elected by each director in 2016.

(2)         Represents the value of DSUs credited under the Deferred Share Unit Plan to those directors who elected to receive a portion of their equity retainer in DSUs.  The value is calculated by dividing the dollar value of the portion of the directors’ equity retainer that is elected to be paid in the form of DSUs by the weighted average trading price of the Common Shares on the TSX for the last ten trading days in 2015, which was $4.55.

(3)         Mr. Hodgins elected to receive his equity retainer in Common Shares.

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Director Share Ownership Requirements

In order to further align the directors’ interests with those of Shareholders, directors are required to hold equity interests in Enerplus (Common Shares and/or DSUs) equal to a minimum of three times their total annual compensation (i.e., their annual cash and equity retainers, excluding any committee chair premiums and meeting fees) within five years of their election to the Board.

Outlined below is the number and value of Common Shares and DSUs owned by each independent director as at March 10, 2017.  Share ownership requirements for Mr. Dundas, the CEO of Enerplus, are reflected in the “Executive Compensation” section in this Information Circular.  The value of a director’s ownership requirement is calculated based on the higher of either the closing price of the Common Shares on the TSX on March 10, 2017 or their original purchase price (and in the case of DSUs, their grant date fair value).

Currently, all Board members have met their prescribed share ownership level.

Note:

(1) Based on the closing price of the Common Shares on the TSX of $11.14 per Common Share on March 10, 2017 or their book value at the time of acquisition, whichever is higher.

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EXECUTIVE COMPENSATION

Letter to Shareholders

Dear Fellow Shareholder,

We, the Board of Directors, are accountable to our Shareholders for the overall stewardship of Enerplus.

Our accountability includes a commitment to provide our Shareholders with information on the executive compensation philosophy, programs and decision-making at Enerplus that enable us to attract, motivate and retain the high quality executive talent we need to deliver Shareholder value.

The purpose of this letter is to provide an overview of Enerplus’ performance in 2016, the compensation decisions we made, including to CEO compensation, and changes we have made that will impact executive compensation going forward. It also describes how we engage with our Shareholders on the topic of executive compensation.

2016 Corporate Performance

Despite the continued challenging commodity price environment in 2016, Enerplus exceeded most portfolio, operational, safety and responsibility targets. Enerplus met or exceeded all operational targets while continuing top-tier safety performance. The multiple purposeful divestments closed in 2016 allowed the Company to significantly reduce its debt and further focused its portfolio of assets. These accomplishments resulted in top decile Total Shareholder Return relative to both Canadian and U.S. peers. Details related to our goals and achievements are provided under Short Term Incentive: 2016 Corporate Bonus Performance Assessment.

CEO Compensation Decisions

Every year, the Compensation & Human Resources Committee reviews executive pay and benchmarking analysis, and evaluates compensation payouts under various performance scenarios.  The Committee considers corporate and individual performance results to make informed executive compensation decisions that are tied to the performance of Enerplus and Shareholder returns.

We made the following decisions with respect to Mr. Dundas’ compensation levels in 2016:

·                  Base salary: Mr. Dundas did not receive a salary increase in 2016. This is consistent with salary treatment for all the NEOs. Enerplus had a salary freeze in 2016 to minimize G&A cost increases.

·                  Short term incentive: Mr. Dundas’ 2016 short term incentive reflects his exceptional individual performance and Enerplus’ superior corporate performance, as assessed in our annual corporate scorecard. The Board approved an annual corporate rating of 1.65 (out of 2.0), and a bonus award for Mr. Dundas of $714,150. This bonus reflects achievement of 172.5% of Mr. Dundas’ target short term incentive award.

·                  Long term incentives: The Board determines annual long term incentive awards at the outset of the year. In January 2016, the Board approved a long term incentive award for Mr. Dundas of $1,863,000. This represented an award of 90% of Mr. Dundas’ target long term incentive grant. This below target award was consistent with treatment for all NEOs in 2016.

Further details on Mr. Dundas’ 2016 accomplishments and compensation can be found in the Named Executive Officer Profiles section.

In the interest of transparency, the Board would like to provide you with insight into the CEO pay decisions that we have made to date this year. These include:

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·                  Base salary: Mr. Dundas did not receive a salary increase in 2017.

·                  Short term incentive: Mr. Dundas’ 2017 short term incentive target will remain unchanged at 80% of base salary. The Board has approved a scorecard of corporate objectives that will be used to determine Mr. Dundas’ annual bonus after 2017 concludes.

·                  Long term incentives: In January 2017, the Board approved a long term incentive award for Mr. Dundas of $2,587,500. This represents an award of 125% of Mr. Dundas’ target long term incentive grant. This grant reflects Enerplus’ exceptional performance in 2016 under Mr. Dundas’ leadership.

Compensation Program Changes

We made the following changes to executive compensation programs and policies in the past year:

·                  Treasury reserve: reduced the size of the Treasury reserve under the Share Award Incentive Plan to 3.8% from 5.0%;

·                  Double trigger: amended language in the Share Award Incentive Plan to clarify “double trigger” vesting upon a change in control;

·                  CEO hold requirement: amended the Share Ownership Guidelines to require the CEO to hold all vested LTI as equity until he or she has achieved the ownership threshold under the guidelines;

·                  Claw back: introduced a recoupment policy to require repayment of any incentive awards if an individual commits fraud or another illegal act affecting Enerplus’ financial results; and,

·                  Anti hedging: strengthened our policy to ensure applicability to all situations and employees.

Shareholder Engagement on Executive Compensation

As a Shareholder, we value your opinion on how we steward Enerplus and the decisions we make. Annually, Shareholders vote on the approval of the non-binding resolution on Enerplus’ approach to executive compensation.  This resolution was approved by 85.65% of Shareholders who voted at the last Shareholder meeting. We trust we have made appropriate decisions to secure another favourable vote this year.

Following last year’s Say on Pay vote, we, on behalf of our Board, approached select institutional investors who had not endorsed our approach to executive compensation in order to understand why. We also spoke with the Canadian Coalition for Good Governance and Glass Lewis. These conversations enhanced our understanding of our Shareholders’ perspectives on Enerplus’ executive compensation philosophy. They led to clarifications in our disclosure and influenced some of the changes described above.

We welcome your input regarding our executive compensation philosophy and how to strengthen the linkage to corporate performance. Direct communication fosters trust and transparency, provides us with confidence that we are making the right decisions for Enerplus and its Shareholders.  To contact us, you can write to Enerplus, Suite 3000, The Dome Tower, 333 - 7th Avenue S.W., Calgary, Alberta, T2P 2Z1, telephone (1-800-319-6462) or email (boardofdirectors@enerplus.com).

Sincerely,

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Named Executive Officers

The Named Executive Officers who are the focus of the Compensation Discussion & Analysis and who appear in the compensation tables are:

Named Executive Officer Profiles

The following profiles provide you with background on each of the Named Executive Officers who continued to be employed by Enerplus as of December 31, 2016, including experience, education and achievements for 2016. In addition, their individual 2016 total compensation, comparison to 2015 compensation, and percentage of at risk compensation is reflected below.

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Accountability

Mr. Dundas became President & Chief Executive Officer of Enerplus on July 1, 2013. He joined Enerplus’ predecessor in 2002 as Vice President of Business Development, where he was responsible for corporate acquisition and divestment strategies. In 2010, his role expanded to that of Executive Vice President. In 2011, Mr. Dundas was appointed to Executive Vice President & Chief Operating Officer, where he oversaw the development and execution of the company’s operational strategies, strategic planning, marketing and reserves, as well as acquisitions and divestments. As President & Chief Executive Officer, Mr. Dundas is responsible for overall leadership of the strategic and operational performance of Enerplus.

Biography

Prior to joining Enerplus, Mr. Dundas held several executive positions in the merchant banking business, where he helped oil and gas companies grow by accessing the funding and expertise they required.  Mr. Dundas is a member of the Canadian Council of Chief Executives and of the Board of Governors of the Canadian Association of Petroleum Producers.  Mr. Dundas has been an active volunteer in numerous charitable endeavors and is currently Co-chair of the Calgary YMCA Partner of Potential campaign.  Mr. Dundas has sat on the boards of numerous private and public companies.  Mr. Dundas holds a Bachelor of Commerce (Distinction) from the University of Calgary and a Bachelor of Laws (Distinction) from the University of Alberta. He was called to the Alberta Bar in 1995.

2016 Key Achievements

·                  Improved balance sheet sustainability by divesting non-strategic assets for approximately $670 million, raising approximately $220 million in equity and repurchasing approximately US$270 million of senior notes at a discount.

·                  Delivered top tier safety outcomes while meeting or exceeding all operational targets and improving operating expense and capital efficiencies.

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Compensation & Human Resources Committee Governance

The Compensation & Human Resources Committee is made up exclusively of independent directors. Ms. MacKenzie serves as Chair, while other current members include Ms. Foulkes and Messrs. Culbert and Barr. The Committee members’ experience in leadership roles throughout their careers, their extensive knowledge of the energy industry and their mix of experience in the areas of operations, corporate strategy and financial matters provides the collective experience, skills and qualities to effectively support the Committee in carrying out its mandate.

The Committee has primary responsibility for executive compensation, including setting compensation levels, ensuring plan designs align with Shareholder interests, assessing performance and compensation risk, and determining appropriate incentive payouts. The following describes the annual compensation process and roles for various stakeholders. The Committee’s responsibilities are detailed in Schedule B.

1                                         Management

Conducts analysis and creates a proposal

·                  Develops draft corporate scorecard, corporate objectives and CEO objectives at the outset of the year

·                  Conducts benchmarking

·                  Develops a compensation peer group

·                  Pay for performance analysis

·                  Evaluates  executive compensation payouts under various performance scenarios

·                  CEO proposes the corporate performance rating for the annual bonus pool using the corporate scorecard

·                  CEO proposes recommendations concerning executive salaries, annual bonuses, and PSU and RSU awards, based on:

·                  Individual and corporate performance against specific objectives

·                  The competitive positioning of each executive’s compensation

·                  Internal equity

·                  Potential payouts of long term incentives

·                  Industry conditions

2                                         Compensation & Human Resources Committee

Reviews and modifies Management’s proposal and recommends to the Board

·                  Recommends Board approval of the corporate scorecard, corporate objectives and CEO objectives

·                  Approves the peer group

·                  Reviews executive pay, benchmarking analysis, risk considerations, and evaluates future payouts

·                  Consults with external compensation advisor to understand trends and new regulatory developments related to executive compensation and governance

·                  Considers corporate and individual performance results used to develop executive compensation recommendations

·                  Develops recommendations for the CEO’s annual compensation

·                  May modify the CEO’s proposals for executive compensation

·                  May modify the CEO’s recommendation for the annual corporate performance rating

3                                         Board of Directors

Reviews and approves the Committee’s recommendations

·                  Ultimate accountability for the approval of all major compensation programs and policies, aggregate incentive plan payouts, and executive compensation levels

·                  Considers success in achieving corporate objectives as well as absolute and relative Shareholder returns when making these decisions

4                                         Shareholder Vote & Advisory Groups

Participates in advisory vote

·                  Enerplus voluntarily implemented a Shareholder advisory vote in 2014

·                  Voting results, along with feedback from investors and shareholder advisory groups, are considered when setting executive compensation levels, making changes to existing programs, and implementing new plans or policies

·                  Feedback is received from Shareholders throughout the year, including through Shareholder outreach, as appropriate

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Use of External Advisors

The Compensation & Human Resources Committee regularly retains the services of external compensation consultants to provide information and recommendations on market conditions and appropriate competitive practices. Since 2015, the Committee has retained Hugessen Consulting.

·                  In 2016, Hugessen’s primary mandate was to advise the Committee on executive compensation and incentive plan design. Hugessen was retained in May 2015, following a formal request for proposals by the Committee, to be the Committee’s independent and primary executive compensation advisor.

·                  Hugessen’s primary mandate in 2015 was to conduct benchmarking analysis of executive compensation, to provide market trends regarding executive and employee pay in a declining commodities market, and to advise the Committee on management pay recommendations.

In order to ensure the independence of the Compensation & Human Resources Committee’s advisors, management must seek approval from the Committee prior to retaining either advisor for other engagements. The following table reflects fees incurred in 2016 and 2015 for the engagement of external compensation consulting.

Consultant Engagement Fees

Notes:

(1)         Compensation related fees for services related to determining compensation for Enerplus’ executive officers and board directors. This work was completed at the request of the Corporate Governance & Nominating Committee or the Compensation & Human Resources Committee.

(2)         No other fees have been paid to Hugessen.

Aligning Executive Compensation and Shareholder Interests

Compensation Principles

Our executive compensation programs reflect the following principles, which we believe are in the best interests of Shareholders and align with corporate governance best practices:

What We Do

ü Provide a meaningful part of executive compensation that is “at risk” and contingent upon corporate and individual performance

ü Retain external compensation experts, who report directly to the Compensation & Human Resources Committee

ü Benchmark pay levels and mix to other organizations of comparable size in the same industry and geographic areas

ü Disclose the operational and financial performance drivers used to determine incentive payouts

ü Measure performance and align compensation outcomes with the achievement of corporate goals over multiple time horizons

ü Align executive interests with Shareholders’ by having share ownership guidelines,  including requiring the CEO to hold all vested LTI in Common Shares until his minimum ownership requirement is satisfied

ü Mitigate risk by having anti-hedging and recoupment/claw back policies in place

ü Include a “double trigger” in our executive employment agreements and long term incentive plan so that severance payments are due upon a Change of Control only if employment is also effectively terminated

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ü Provide reasonable benefits and perquisites that are market competitive and within industry norms

ü Provide long term incentive provisions upon retirement to encourage eligible executives’ voluntary retirement and to align retiring executives’ financial interests with continued long term corporate performance

ü Provide Shareholders an opportunity to have their say on executive pay decisions through an advisory vote

What We Don’t Do

û                Back-date, reprice or cancel stock options

û                Pay dividends on PSUs or RSUs prior to vesting

û                Provide tax gross-ups

û                Offer a pension plan

û                Provide financial assistance to executives for any purpose

Risk Mitigation

Enerplus recognizes that certain compensation designs could promote unintended behaviours that may, in certain circumstances, be misaligned with Enerplus’ and the Shareholders’ best interests.  Enerplus, through the structure of its compensation programs, seeks to mitigate behavioural conflict risk and align executive actions and decisions with the interests of Enerplus and its Shareholders.  There are additional risks that Enerplus is typically subject to; however, this discussion focuses solely on risks linked to the executive compensation programs.  Elements of Enerplus’ mitigation of behavioural risk are embedded in its compensation processes and executive compensation design as follows:

Process Elements

·                  Members of the Compensation & Human Resources Committee meet regularly to review both employee and executive compensation and human resources issues generally, with the majority of the meetings focused on executive compensation

·                  Engagement by the Committee of an independent third party consultant to review the executive compensation programs to provide additional objectivity

·                  A regular review of proxy materials and compensation survey data analysis identifies whether Enerplus’ compensation programs are deviating from pay philosophy and market practices

·                  Review and evaluate proposed plan design

·                  Monitor incentive program performance

·                  Review CEO and senior executive objectives and goals

Compensation Design Elements

·                  A significant portion of the executives’ compensation package is comprised of “at risk” elements such as long term incentives and short term incentive bonus.  This “at risk” compensation aligns executive and Shareholder interests as Shareholder returns directly impact the calculation of the short term and long term incentives

·                  Minimum share ownership requirements for the executive officers ensure that the executives are also Shareholders and, therefore, increase alignment with the Shareholders’ interests

·                  An annual incentive plan coupled with three-year vesting of long term incentive awards ensures a focus on both near term performance and long term value creation

Share Ownership Requirements

To align executive and Shareholder interests, all executives have a minimum share ownership threshold that must be achieved within five years of the date of their appointment as an executive of Enerplus. In the event of an increased ownership threshold resulting from promotion to a higher executive level, an executive must achieve the higher ownership threshold within three years of that promotion.

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Each executive must hold Enerplus equity valued at or greater than the following multiples of their base salary:

At least one-half of the executive’s ownership requirements must be in Common Shares. The remainder is permitted to be held in unvested RSUs.

Until the CEO satisfies the share ownership threshold, any vested LTI awards must be held in the form of Common Shares. This mandatory hold period is designed to accelerate the achievement of this alignment.

As of March 10, 2017, all Named Executive Officers were in compliance with Enerplus’ equity ownership guidelines.

Notes:

(1)   Based on the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction was exercised, by each Named Executive Officer.

(2)   Based on the higher of the closing price of the Common Shares on the TSX of $11.14 per Common Share on March 10, 2017 or their book value at the time of acquisition or grant.

(3)   Ms. Jenson Labrie’s share ownership requirement increased when she was promoted to CFO in September 2015.

(4)   Mr. McLaughlin is a U.S. employee paid in U.S. dollars. The amounts represent the Canadian dollar equivalent of the U.S. dollar share ownership value based on the exchange rate in effect on March 10, 2017 of US$1.00=CDN$1.3469.

Anti-Hedging Policy

Enerplus believes that the interests of the directors and executives should be aligned with other Shareholders.  To promote this alignment, our Code of Business Conduct expressly prohibits directors and employees, including all executives, from entering any type of hedging transaction involving Enerplus securities.

Claw Back Policy

Enerplus introduced a recoupment policy in 2017 that applies to all officers and employees. Under this policy, any officer or employee who has committed fraud or another illegal act affecting Enerplus’ financial results shall be required to repay any incentive-based compensation paid to that individual for the financial year in question.

Additionally, Enerplus, as a foreign private issuer, is subject to certain U.S. legislation, including provisions of the Sarbanes-Oxley Act.  The Sarbanes-Oxley Act provides that in the event an issuer is required to prepare an accounting restatement as a result of the material non-compliance of the issuer with any financial reporting requirement, the chief executive officer and the chief financial officer of the issuer will be required to reimburse the issuer for certain elements of such executive’s compensation. In Enerplus’ case, the elements include annual bonus and PSUs. Enerplus abides by these laws.

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Compensation Discussion & Analysis

Executive Compensation Strategy & Philosophy

Our compensation strategy is to attract, motivate, retain and reward top talent while balancing risk, short term performance and long term Shareholder value creation.  In determining compensation and ensuring alignment to a pay for performance philosophy, Enerplus references corporate performance and peer group compensation, and positions executive compensation below, at or above the median based on the particular executive’s role, performance, knowledge and experience.  Our programs are reviewed regularly against the peer group to ensure market competitiveness.

Enerplus undergoes the following sequence when determining executive compensation and the desired outcomes of our rewards philosophy:

1                                         Factors we Consider

·                  Corporate Performance

·                  Individual Performance

·                  Scope of Role

·                  Executive Expertise

·                  Peer Practices

2                                         Executive Compensation Design

·                  Base Salary

·                  Bonus

·                  LTI

·                  Other Compensation

3                                         Executive Outcomes we Achieve

·                  Attract

·                  Motivate

·                  Retain

·                  Reward

4                                         Business Outcomes we Deliver

·                  Results

·                  Shareholder Value Creation

Pay “At Risk”

Enerplus ensures that a meaningful portion of executive pay is “at risk” - meaning that it is not a guaranteed payment.  To align with our pay for performance philosophy, a significant percentage of the executives’ total compensation is comprised of short term and long term incentives which link directly to corporate performance and to Enerplus’ relative TSR. For the 2016 performance year, the following table shows the mix of compensation components and demonstrates the proportion of “at risk” pay for the CEO and other Named Executive Officers relative to total compensation.

In 2016, the proportion of the Named Executive Officers’ target “at risk” compensation was aligned with Enerplus’ peer group.

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Executive Compensation Components

Executive Compensation Components Summary

The following table summarizes the compensation components offered to executives and illustrates the “at risk” and “not at risk” components.  Further description follows this summary.

Base Salary

Base salaries form the foundation of our total compensation package.  When determining salaries for executives, Enerplus references the median of the Company’s peer group and sets an individual’s salary according to the executive’s role, performance, knowledge and experience.

Short Term Incentives - Bonus Plan

Executives participate in an annual bonus plan, which rewards individual and corporate achievement over the previous calendar year and is a lump sum payment. The value of the bonus is calculated as follows:

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Bonus target amounts are expressed as a percentage of salary with individual and corporate weightings applied according to the executive’s level of seniority within the organization. A more senior contributor has greater potential to impact corporate outcomes, so a higher proportion of their bonus is weighted to the corporate results.

Individual performance ratings range from zero to double the target, meaning that there is the potential to receive up to two times the individual portion of their annual bonus for outstanding performance. The corporate performance rating also ranges from zero to two and is assessed by the Board.

Long Term Incentives (LTI)

All executives are eligible to participate in Enerplus’ LTI program.  Prior to 2014, executives were granted awards under Enerplus incentive plans that have since been discontinued, including the Stock Option Plan.  Following the adoption of the Share Award Incentive Plan in 2014, executives are eligible to receive LTI under the Share Award Incentive Plan consisting of 75% Performance Share Units (“PSUs”) and 25% Restricted Share Units (“RSUs”).  Currently, all grants, when vested, are settled with Common Shares issued from treasury.  Subsequently, if determined by Enerplus, in its sole discretion, prior to the relevant payment date, these Common Shares are then automatically sold on the TSX on behalf of the recipients and the recipients receive the cash proceeds from the sale.  Enerplus’ LTI program allows executives to participate in the success of the Company and creates a strong alignment to Shareholder interests as its value tracks Enerplus’ share price performance (in the case of RSUs and PSUs) and Enerplus’ relative TSR (in the case of PSUs).

The target grant value is aligned with median competitive pay and is expressed as a percentage of salary. The grant awarded can be up to 2X the target. The actual grant may be adjusted up or down from the target award based on individual and corporate performance, long term contribution potential of the executive, competitive market practices and time in and scope of role.

The value of LTI payouts for awards made under the Share Award Incentive Plan is calculated as follows:

The PSU performance multiplier is calculated based on Enerplus’ three-year TSR percentile rank relative to the members of the Company’s peer comparator group specified by the Board at the time of grant.  Under the Share Award Incentive Plan, performance below the 25th percentile results in zero payout.

The following graph shows the PSU performance multiplier associated with various percentile rankings.

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The Share Award Incentive Plan was initially approved by the Shareholders on May 9, 2014, and amended by the Board on February 19, 2015 and February 22, 2017.  At its February 22, 2017 Board meeting, the Board approved the following amendments to the Share Award Incentive Plan:

·                  definitions for “Change of Control”, “Good Reason” and “Just Cause” were added;

·                  the definition of “Peer Comparator Group” was revised to mean, generally, the entities specified by the Board at the beginning of the applicable Performance Period, for the purposes of determining the applicable Percentile Rank;

·                  the definition of “Percentile Rank” was revised to include reference to one or more other metrics that the Board may determine, in addition to Total Shareholder Return;

·                  the definition of “Total Shareholder Return” was revised to include reference to the most recent trading information available to the Board in calculating the total return to Shareholders, if the Common Shares or similar securities of a member of the Peer Comparator Group are not then listed and posted for trading on the TSX;

·                  the maximum number of Common Shares that may be reserved for issuance from treasury under the Share Award Incentive Plan was reduced from 5% to 3.8% of the number of issued and outstanding Common Shares (on a non-diluted basis) at the date of grant of the Share Award;

·                  a provision was added, commonly known as “double trigger”, to provide for the accelerated vesting of Share Awards in the event of a Change of Control of Enerplus and termination of employment of the Grantee’s employment with Enerplus either (a) by Enerplus without Just Cause, or (b) by the Grantee for Good Reason, in either case in connection with or within 90 days of the Change of Control; and

·                  the settlement provisions were revised to clarify that the automatic sale of Common Shares issued to a Grantee upon the vesting and settlement of a Share Award shall be in the Board’s sole discretion.

The administrative nature of these amendments did not require Shareholder approval under the terms of the Share Award Incentive Plan or applicable regulatory requirements.

Capitalized terms used in the preceding paragraph, but not otherwise defined there, are defined in the Share Award Incentive Plan, the full text of which is set forth in Schedule E to this Information Circular.

Information about the Named Executive Officers’ LTI awards is reflected under “Executive Compensation Tables - Summary Compensation Table”. Summaries of the current and past Enerplus LTI plans are contained under “Additional Information”.

Savings Plan

For Canadian executives, Enerplus contributes 2% of base salary, plus matched individual contributions on a one-to-one basis up to a maximum employer contribution of 10% of salary. Contributions are made to a retirement savings or non-registered plan at the executive’s direction.

For American executives, Enerplus contributes to a 401(k) Plan.  The 2016 employer contribution was 2% of cash earnings, plus matching of individual contributions on a one-to-one basis up to a maximum employer contribution of the lesser of 8% of earnings or US$21,200.

For both plans, contributions are made on each pay and are immediately vested.

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Benefits and Perquisites

Executives receive health and insurance benefits, wellness spending accounts, car allowances, parking payments, club memberships and financial services.  Perquisites provided are nominal and average less than 5% of a Named Executive Officer’s total compensation.   Enerplus does not have a pension plan.

2016 Compensation Treatment for Named Executive Officers

2016 Compensation Determination

Based on 2016 performance and achievements, the Board approved the following compensation decisions, which are also reflected in the Summary Compensation Table:

·                  The Named Executive Officers did not receive a base salary increase in 2016;

·                  Bonus awards for 2016 were approved and paid to the Named Executive Officers in March 2017; and,

·                  The grant date fair value of 2016 LTI was determined by the Board in February 2016.

The compensation decisions made were based on each Named Executive Officer’s individual performance, corporate performance, and reflect market competitive compensation levels for their position, and time in and scope of role.  The aggregate remuneration paid to, or earned by, all Named Executive Officers in 2016 was $9,375,520.

Long Term Incentive Awards

The Compensation & Human Resources Committee determined the long term incentives awards for each Named Executive Officer based on individual and corporate performance and the market competitiveness of LTI awards for their position and scope of role.

In 2016, the Named Executive Officers received Share Awards consisting of 75% PSUs and 25% RSUs.  The table below depicts the PSUs and RSUs granted to each Named Executive Officer in 2016: