REG - Riverstone Energy Ld - Result of AGM

Riverstone EnergyAnnouncement

20/05/2025 14:00

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RNS Number : 4531J  Riverstone Energy Limited  20 May 2025

LEI: 213800HAZOW1AWRSZR47

 

 

20 May 2025

RIVERSTONE ENERGY LIMITED

 ("REL" or the "Company")

 

Results of the Annual General Meeting ("AGM")

 

The Company is pleased to announce that, at the twelfth AGM held at 11:00
(BST) on 20 May 2025, each of the Resolutions were duly passed without
amendment.

 

The details of each resolution are as follows:

 

ORDINARY RESOLUTIONS

 

Resolution 1

IT WAS RESOLVED to receive and consider the annual audited financial
statements of the Company for the year ended 31 December 2024.

 

 For (including discretionary)  16,305,402 votes
 Against                        381,499 votes
 Withheld*                      1,169 votes

 
 
 

Resolution 2

IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey) as Auditor.

 

 For (including discretionary)  16,303,190 votes
 Against                        383,711 votes
 Withheld*                      1,169 votes

 

Resolution 3

IT WAS RESOLVED that the Board of Directors determine the remuneration of the
Auditor.

 

 For (including discretionary)  16,684,896 votes
 Against                        1,410 votes
 Withheld*                      1,764 votes

 

Resolution 4

IT WAS RESOLVED to re-elect Richard Horlick as a director.

 

 For (including discretionary)  16,150,514 votes
 Against                        532,093 votes
 Withheld*                      5,463 votes

 

Resolution 5

IT WAS RESOLVED to re-elect Karen McClellan as a director.

 

 For (including discretionary)  16,530,513 votes
 Against                        152,094 votes
 Withheld*                      5,463 votes

 

 

 

Resolution 6

IT WAS RESOLVED to re-elect John Roche as a director.

 

 For (including discretionary)  16,532,013 votes
 Against                        150,594 votes
 Withheld*                      5,463 votes

 

Resolution 7

IT WAS RESOLVED to re-elect Jeremy Thompson as a director.

 

 For (including discretionary)  12,212,836 votes
 Against                        4,469,771 votes
 Withheld*                      5,463 votes

 

The Company notes that more than 20% of the votes cast on Resolution 7 were
registered against the re-election of Jeremy Thompson as a director and
therefore, in accordance with the Association of Investment Companies' Code of
Corporate Governance and the UK Corporate Governance Code, it will consult
with shareholders and report within six months of the AGM.

 

SPECIAL RESOLUTIONS

 

In accordance with UK Listing Rule 6.4.13, details of those resolutions
passed, which were not ordinary business of the AGM, follow:-

 

 Resolution   Votes For (including discretionary)  Votes Against    Votes Withheld*
 8 - Special  16,681,902 votes                     110 votes        6,058 votes
 9 - Special  15,459,531 votes                     1,225,775 votes  2,764 votes

 

*A vote withheld is not a vote in law and is therefore not counted towards the
proportion of votes "for" or "against" the Resolution.

 

 Resolution 8

 That the Company be and is hereby generally and unconditionally authorised in
 accordance with The Companies (Guernsey) Law, 2008,as amended (the "Companies
 Law") (subject to the Listing Rules made by the Financial Conduct Authority
 and all other applicable legislation and regulations), to make market
 acquisitions (as defined in the Companies Law) of each class of its shares,
 PROVIDED THAT:

 a.     the maximum number of shares authorised to be purchased shall be
 14.99 per cent. of the Ordinary Shares in issue as at the date of this
 Resolution 8 (excluding shares held in treasury);

 b.     the minimum price (exclusive of expenses) which may be paid for an
 Ordinary Share shall be one penny;

 c.     the maximum price which may be paid for an Ordinary Share is an
 amount equal to the higher of: (a) 105 per cent. of the average of the middle
 market quotations for an Ordinary Share on the relevant market for the five
 business days immediately preceding the date on which the Ordinary Share is
 purchased; and (b) the higher of (i) the price of the last independent trade
 for an Ordinary Share and (ii) the highest current independent bid for an
 Ordinary Share at the time of purchase; and

 d.     the authority hereby conferred shall expire at the next annual
 general meeting of the Company due to be held in 2026 unless such authority is
 varied, revoked or renewed prior to such date by a special resolution of the
 Company in a general meeting save that the Company may make an offer or
 agreement to acquire shares under this authority before its expiry which will
 or may be executed wholly or partly after its expiration and the Company may
 make an acquisition of shares pursuant to such an offer or agreement as if the
 authority had not expired.

 

 Resolution 9

 That, in accordance with Article 6.7 of the Articles, the Directors be
 empowered to allot and issue (or sell from treasury) equity securities (within
 the meaning of the Company's Articles) for cash on a non-preemptive basis as
 if Article 6.2 of the Articles did not apply to any such allotment and issue,
 provided that this power shall be limited to the allotment and issue of (i) up
 to a maximum number of equity securities equal to 2,480,509 Ordinary Shares in
 the Company (being 10 per cent. of the Ordinary Shares in issue as at the
 latest practicable date prior to the date of this notice)and and (ii) an
 unlimited number of Ordinary Shares in accordance with the Performance
 Allocation Reinvestment Agreement dated 23 September 2013 between the Company
 and Riverstone Energy Limited Capital Partners, LP, acting by its general
 partner Riverstone Holdings II (Cayman) Ltd. ("RELCP"), pursuant to which
 RELCP agrees to reinvest the portion of each Performance Allocation (as
 defined and described in the IPO Prospectus) attributable to RELCP, and shall
 expire on the date falling 15 months after the date of passing of this
 Resolution 9 or the conclusion of the next annual general meeting of the
 Company in 2026, whichever is the earlier, save that the Company may before
 such expiry make offers or agreements which would or might require equity
 securities to be allotted and issued (or sold) after such expiry and the
 Directors may allot and issue (or sell from treasury) equity securities in
 pursuance of any such offer or agreement notwithstanding that the

 power conferred by this Resolution 9 has expired. This resolution revokes and
 replaces all unexercised authorities previously granted to the Directors to
 allot and issue equity securities in the capital of the Company for cash as if
 the pre-emption rights contained in Article 6.2 of the Articles did not apply
 to such allotment and issue but without prejudice to any allotment and issue
 of equity securities already made, offered or agreed to be made pursuant to
 such authorities.

 

In accordance with UK Listing Rule 6.4.2, a copy of the resolutions passed as
special business will be submitted as soon as practicable to the National
Storage Mechanism and will be available shortly for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

About Riverstone Energy Limited:

 

REL is a closed-ended investment company which invests in the energy industry.
REL's ordinary shares are listed on the London Stock Exchange, trading under
the symbol RSE. REL has 7 active investments spanning decarbonisation, oil and
gas, renewable energy and power in the Continental U.S., Western Canada and
Europe.

 

For further details, see www.RiverstoneREL.com (http://www.RiverstoneREL.com)

 

Neither the contents of Riverstone Energy Limited's website nor the contents
of any website accessible from hyperlinks on the websites (or any other
website) is incorporated into, or forms part of, this announcement.

 

Media Contacts

For Riverstone Energy Limited:

lprelations@riverstonellc.com

 

Deutsche Numis - Corporate Broker:

Hugh Jonathan / Matt Goss

+44 (0) 20 7260 1000

 

Ocorian Administration (Guernsey) Limited -

Company Secretary:

Birgitte Horn

oaglcosec@ocorian.com

 

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