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, 2018

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.

Form 20-F o     Form 40-F x

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)

Yes o                 No x

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)

Yes o                 No x

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 Thursday, May 3, 2018 at 1:00 p.m. (Calgary time) at the Bankers Hall Auditorium, Lower Level, 315 — 8th Avenue SW, Calgary, Alberta.  The Meeting will have the following purposes:

1.              To receive the consolidated financial statements of Enerplus for the year ending December 31, 2017, together with the auditors’ report on those statements;

2.              To appoint the auditors of Enerplus;

3.              To elect the directors of Enerplus;

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

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

The accompanying Information Circular and Proxy Statement (“Information Circular”) provides detailed information relating to the matters to be dealt with at the Meeting and the voting process ( including the voting deadline), 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.

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

Thursday, May 3, 2018

March 26, 2018

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 Thursday, May 3, 2018 at 1:00 p.m. (Calgary time) at the Bankers Hall Auditorium, Lower Level, 315 — 8th Avenue SW, Calgary, Alberta.  The Meeting will have the following purposes:

1.              To receive the consolidated financial statements of Enerplus for the year ending December 31, 2017, together with the auditors’ report on those statements;

2.              To appoint the auditors of Enerplus;

3.              To elect the directors of Enerplus;

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

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

The accompanying Information Circular and Proxy Statement (“Information Circular”) provides detailed information relating to the matters to be dealt with at the Meeting and the voting process ( including the voting deadline), 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 26, 2018,

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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 26, 2018 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 F for definitions of certain capitalized and abbreviated 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 12, 2018, there were 244,712,389 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, other than by announcement at the time of adjournment.  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, on EDGAR at www.sec.gov, and on Enerplus’ website at www.enerplus.com.

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, 2017, 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).

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Other Matters

As of the date of this Information Circular, none of the directors or executive officers of Enerplus 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, 2017.

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, 2017 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 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, 2017 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, 2017 (available on the Company’s website and 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 23, 2018 (available on the Company’s website and 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 16, 2018, 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

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meeting materials online, reducing paper and mailing costs. You can view the Meeting materials online under Enerplus’ profile on www.sedar.com and at www.sec.gov or www.enerplus.com.

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, 2017 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 where Enerplus management nominees are appointed as proxy, the Common Shares represented by those Forms of Proxy will be voted FOR each matter for which no specification has been made. See “Beneficial Shareholder Voting Options — Broker Non-Votes under NYSE Rules” below.

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). Beneficial Shareholders may vote in person or by proxy as follows:

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.

Whether you are voting in person or by proxy, you may vote using the following methods:

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, certain brokers who hold shares on behalf of their clients do not 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. Registered Shareholders may vote in person or by proxy as follows:

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.

Whether you are voting in person or by proxy, you may vote using the following methods:

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, 2017, 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 KPMG as auditors of Enerplus until the next annual meeting of Shareholders.

At the direction and under the supervision of its Audit & Risk Management Committee, Enerplus conducted a comprehensive review of its external auditors. Effective May 31, 2017, the Board, on the recommendation of the Audit & Risk Management Committee, appointed KPMG as Enerplus’ auditors for the remainder of the 2017 fiscal year following the requested resignation of Enerplus’ previous auditors, Deloitte. Additional documents related to the change of auditors, including the notice of change of auditors and the acknowledgements of that notice by KPMG and Deloitte, are set out in Schedule G. There were no “reportable events” within the meaning of National Instrument 51-102.

The resolution to appoint KPMG  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 KPMG as auditors of Enerplus. Unless instructed otherwise, the persons named in the Form of Proxy will vote FOR the appointment of KPMG as auditors of Enerplus.

The following table reflects the fees paid to Enerplus’ external auditors for professional services rendered for the last two fiscal years:

Notes:

(1) Audit fees were for professional services 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 Company’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  other than those described as “Audit fees”, “Audit-related fees” and “Tax fees”. For 2017, other fees include French translation services.

3.              Annual Election 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, being proposed for re-election at the Meeting.

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

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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 Governance & Nominating 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. There currently are ten directors on the Board. As previously announced, Mr. David Barr will be retiring from the Board at the Meeting, and therefore will not be standing for re-election. 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.

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

Note:

(1)         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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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 35 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 to 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 to 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.

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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 and Director of Progress. 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.

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 was appointed to the Board of Directors of Precision Drilling Corporation in December 2017.

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:

(1)         Mr. Culbert was appointed Chair of the Compensation and Human Resources Committee as of May 2017.

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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 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.

(2)         Ms. Foulkes ceased to be a member of Audit & Risk Management Committee as of May 2017. Prior to that date, the Audit & Risk Management Committee had held two meetings.

(3)         Ms. Foulkes was appointed to the Corporate Governance & Nominating Committee as of May 2017. Since then, the Corporate Governance & Nominating Committee has held two meetings.

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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:

(1)         Mr. Hodgins was a director of Skope Energy Inc. (“Skope”) from December 15, 2010 to February 19, 2013. On November 12, 2012, Skope was granted protection from its creditors by the Court of Queen’s Bench of Alberta pursuant to the CCAA to implement a restructuring, which was approved by the required majority of Skope’s creditors. The restructuring was sanctioned by the Court of Queen’s Bench of Alberta in February of 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.

Notes:

(1)         Ms. MacKenzie was appointed to the Audit & Risk Management Committee as of May 2017. Since then, the Audit & Risk Management Committee has held two meetings.

(2)         Ms. MacKenzie ceased to be a member of the Compensation & Human Resources Committee as of May 2017. Prior to that date, the Compensation & Human Resources Committee had 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. Sheets served as Executive Vice President and Chief Financial Officer of ConocoPhillips Company (ConocoPhillips) from October 2010 to February 2016. Mr. Sheets was associated with ConocoPhillips and its predecessor companies for more than 35 years and served in a variety of roles, including Senior Vice President, Planning and Strategy as well as Vice President & Treasurer. He began his career in 1980 as a process engineer with Phillips Petroleum Company. Mr. Sheets also serves on the Board of Directors of Westlake Chemical Corporation and is a former director of DCP Midstream Partners LP. Mr. Sheets received a Bachelor’s degree in Chemical Engineering from the Missouri University of Science and Technology and an M.B.A. from the University of Houston. Mr. Sheets is a member of the Board of Trustees at the Missouri University of Science and Technology.

Note:

(1)         Mr. Sheets was appointed to the Board of Directors of Enerplus Corporation effective December 7, 2017. There were no Board or Committee meetings held in 2017 post his appointment.

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Mr. Steeves has over 40 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 immediately, 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

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not to accept the resignation. The Board determination must be made within 90 days of the Meeting. The Board will be expected to accept the resignation except in exceptional  circumstances.  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. Enerplus will announce the decision by way of a press release, a copy of which will be provided to the Toronto Stock Exchange. If the Board determines not to accept a resignation, the press release will include the reasons for that decision. 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.

A copy of Enerplus’ majority voting policy is available on its website at www.enerplus.com.

4.              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 the inclusion of 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.  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 2017 annual shareholder’s meeting, 94.55% of the votes cast by Shareholders 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 26, 2018.”

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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.

Mr. Culbert and Ms. MacKenzie serve as directors on the board of directors of Precision Drilling Corporation.   The Committee is aware of the interlocking nature of these positions and has satisfied itself that these directors are independent because Precision Drilling Corporation is not a competitor of Enerplus.

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.

Financial Experts

Pursuant to U.S. securities regulations, Enerplus is required to have a financial expert (as that term is defined by SEC regulations) on the Audit & Risk Management Committee of the Board. Currently, both Messrs. Hodgins and Sheets sit on that Committee and are qualified as financial experts. The Company believes that having two financial experts reflects corporate governance best practice and enables seamless future succession planning of Committee membership. Further, all members of the Committee are considered to be financially literate as determined by Canadian securities regulations and the NYSE rules.

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

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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 skills 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.  To this end, all of the directors are members of the Institute of Corporate Directors and are encouraged to participate in various seminars and workshops. In addition, the directors are encouraged to participate in an annual field site tour of one of the Company’s assets. In June of 2017, all Board members visited several Company production sites on the Fort Berthold Indian Reservation in North Dakota. Lastly, in 2017, management facilitated several technical meetings and education sessions involving a variety of topics, including the Company’s waterflood oil assets, opportunities in the Denver-Julesburg Basin, and multivariate analysis of the Company’s North Dakota assets.

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 proactively 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.

Enerplus’ cultural beliefs support the notion that 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 March 12, 2018.  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. Enerplus has not adopted a written policy relating to the identification and nomination of female directors. The Committee monitors adherence to the Diversity Policy.

Board and Committee Meetings

The Board meets a minimum of six times per year.  Each Board and committee 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

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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 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 public 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 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 the “Board Mandate and Committees - Corporate Governance & Nominating Committee” section for a description of the Committee’s other responsibilities.

For the Corporate Governance & Nominating Committee to recommend an individual for Board membership, candidates must be independent and are assessed on their individual qualifications and 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 gender 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 in the

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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 succession plan for each executive position and identifies possible succession gaps in the current staff.

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 and consultant confirms in writing that he or she has read the Code and is in compliance with same. Should an 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 Senior Vice-President, Operations, 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 each 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 committee Chair and the Chairman are subject to 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

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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 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 have term limits for its directors.  Rather, the Corporate Governance & Nominating Committee proactively identifies a timeframe for the retirement and replacement of long serving directors. This process ensures healthy Board renewal while allowing for strategic timing of Board retirements. As an example of this process, in May 2018, Mr. David Barr will be retiring from the Board. Prior to his retirement, the Board recruited Jeffrey W. Sheets to join the Board in December 2017. Further, in 2019, Mr. Glen Roane will also be retiring from the Board. Succession planning is an integral part of the Corporate Governance & Nominating Committee’s mandate and the Board considers this strategy to be essential in maintaining its ability to effectively perform its functions.

Shareholder Engagement

During 2017, the Chairman, the Chair of the Compensation & Human Resources Committee and several members of executive management 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 65 Shareholders, representing approximately 42% 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 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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BOARD MANDATE AND COMMITTEES

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.

The five Board Committees are as follows:

·                  Audit & Risk Management Committee

·                  Compensation & Human Resources Committee

·                  Corporate Governance & Nominating Committee

·                  Reserves Committee

·                  Safety & Social Responsibility Committee

Committee charters can be found on Enerplus’ website.

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. These position descriptions can be found on Enerplus’ website.

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.  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 any 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, Susan M. MacKenzie, Glen D. Roane, Jeffrey W. Sheets, and Sheldon B. Steeves

Accountability: Responsible for the Board’s review and oversight of Enerplus’ financial reporting.

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 Appendix D to Enerplus’ Annual Information Form for the year ending December 31, 2017 dated February 23, 2018, 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: Michael R. Culbert

Members: David H. Barr 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 advice from external consultants 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 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, Hillary Foulkes, 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, Susan M. MacKenzie and Jeffrey W. Sheets

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. This ensures 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, 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 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-Based awards (which can be accepted in the form of Common Shares or Deferred Share Units).  Directors are not eligible to receive other forms of equity incentive awards 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 2018, the Company introduced a travel stipend of $1,500 per travel day for directors travelling more than three hours by plane to attend a Board meeting. No other changes to director compensation have been implemented for 2018.

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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 2017, 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 calendar 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, 2017.

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 20 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 and Outstanding Share-Based Awards

The following table summarizes the aggregate compensation provided to each of the independent directors in 2017. It also shows the market value of outstanding Share-Based awards (DSUs) held by directors as of December 31, 2017.  Mr. Dundas, the CEO of Enerplus, did not receive any compensation in his capacity as a director and does not hold any DSUs.

In 2017, a total of $1,467,497 was paid to the directors in annual compensation consisting of:  $365,000 in annual cash retainers, $832,497 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 with respect to 2017. The number of DSUs granted in 2017 was 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 2016, which was $12.54.

(2) Represents the market or payout value of all DSUs held by each director as of December 31, 2017 based on the closing price of the Common Shares on the TSX on December 29, 2017 of $12.31. The number of DSUs held by each director as of March 12, 2018 is disclosed below under “Director Equity Ownership Requirements”.

(3) Mr. Barr is not standing for re-election at the Meeting.

(4) Mr. Culbert succeeded Ms. MacKenzie as Chair of the Compensation & Human Resources Committee effective May 5, 2017.

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

(6) Mr. Sheets joined the Board on December 7, 2017 and therefore received no compensation for 2017.

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Director Equity 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 12, 2018.  Equity 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 total equity ownership is calculated based on the higher of either the closing price of the Common Shares on the TSX on March 12, 2018 or their original purchase price (and in the case of DSUs, their grant date fair value).

Currently, all Board members other than Mr. Sheets have met their prescribed equity ownership level. Mr. Sheets has until December 17, 2022 to meet these requirements.

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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 2017, the compensation decisions we made, including to CEO compensation, and changes we have made that will impact executive compensation going forward.

2017 Corporate Performance

Enerplus’ top quartile shareholder return relative to both Canadian and U.S. peers is the result of many significant achievements in 2017, including the following:

·                  Successful divestment of the majority of non-core Canadian properties;

·                  Meeting or exceeding all operational metrics; and,

·                  Exceeding all Safety & Social Responsibility targets.

Details related to our goals and achievements are provided under Short Term Incentive: 2017 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 2017:

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

·                  Short term incentive: Mr. Dundas’ 2017 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 1.45 (out of 2.0), and a bonus award for Mr. Dundas of $656,190. This bonus reflects achievement of 158.5% 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 2017, the Board approved a long term incentive award for Mr. Dundas of $2,587,500. This represented an award of 125% of Mr. Dundas’ target long term incentive grant. This grant reflects Enerplus’ exceptional performance in 2016 under Mr. Dundas’ leadership.

Further details on Mr. Dundas’ 2017 accomplishments and compensation can be found in the Named Executive Officer Profiles section.

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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:

·                  Base salary: Effective April 1, 2018, Mr. Dundas’ base salary will increase by 2.5% to $530,437.

·                  Short term incentive: Mr. Dundas’ 2018 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 2018 concludes.

·                  Long term incentives: In February 2018, the Board approved a long term incentive award for Mr. Dundas of $2,758,272. This represents an award of 130% of Mr. Dundas’ target long term incentive grant. This grant reflects the strong corporate performance under Mr. Dundas’ leadership.

Compensation Program Changes

We have made the following changes to executive compensation programs and policies over the past two years:

·                  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 Equity 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;

·                  Clawback: 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.

We continue to monitor feedback from Shareholders and shareholder advisory firms to assess whether further changes are warranted.

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 94.55% of Shareholders who voted at the last Shareholder meeting. We trust we have made appropriate decisions to secure another favourable vote this year.

We welcome your input regarding our executive compensation philosophy and how to strengthen the linkage to corporate performance. Direct communication fosters trust and transparency, and 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 (investorrelations@enerplus.com).

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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, 2017. In addition, their individual 2017 total compensation, comparison to 2016 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. 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 Power 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.

2017 Key Achievements

·                  Divested of non-core Canadian properties with annualized opex of $63 million, reducing undiscounted asset retirement obligations by $168 million.

·                  Re-initiated growth, by growing liquids volumes by 39% from the first quarter of 2017 through the fourth quarter, after adjusting for divestments.

·                  Exceeded all targets related to Safety & Social Responsibility.

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Compensation & Human Resources Committee Governance

The Compensation & Human Resources Committee is made up exclusively of independent directors. Mr. Culbert serves as Chair, while other current members are Mr. Barr and Ms. Foulkes. 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 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.

Hugessen Consulting Inc. was initially 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 both 2017 and 2016 was to advise the Committee on executive compensation and incentive plan design.

In order to ensure the independence of the Compensation & Human Resources Committee’s advisors, management must seek approval from the Committee prior to retaining Hugessen for other engagements. The following table reflects

fees incurred in 2017 and 2016 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. This work was completed at the request of 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

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What We Don’t Do

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

Compensation Design Elements

Equity Ownership Requirements

To align executive and Shareholder interests, all executives have a minimum equity 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.

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

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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 equity 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 12, 2018, 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 $14.05 per Common Share on March 12, 2018 or their book value at the time of acquisition or grant.

(3)         Mr. McLaughlin is a U.S. employee paid in U.S. dollars. The amounts represent the Canadian dollar equivalent of the U.S. dollar equity ownership value based on the exchange rate in effect on March 12, 2018 of US$1.00=CDN$1.2830.

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.

Clawback 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 2017 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 2017, 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.