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RNS Number : 6511M Riverstone Energy Limited 24 May 2022
LEI: 213800HAZOW1AWRSZR47
24 May 2022
RIVERSTONE ENERGY LIMITED
("REL" or the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the ninth AGM held at 10.30 a.m.
(BST) on 24 May 2022, 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 2021.
For (including discretionary) 20,345,632 votes
Against 113 votes
Withheld 800 votes
Resolution 2
IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey) as Auditor.
For (including discretionary) 20,345,132 votes
Against 613 votes
Withheld 800 votes
Resolution 3
IT WAS RESOLVED that the Board of Directors determine the remuneration of the
Auditor.
For (including discretionary) 20,345,132 votes
Against 613 votes
Withheld 800 votes
Resolution 4
IT WAS RESOLVED to re-elect Peter Barker as a director.
For (including discretionary) 20,252,183 votes
Against 93,562 votes
Withheld 800 votes
Resolution 5
IT WAS RESOLVED to re-elect Patrick Firth as a director.
For (including discretionary) 20,241,620 votes
Against 104,125 votes
Withheld 800 votes
Resolution 6
IT WAS RESOLVED to re-elect Richard Hayden as a director.
For (including discretionary) 20,240,096 votes
Against 105,648 votes
Withheld 801 votes
Resolution 7
IT WAS RESOLVED to re-elect Jeremy Thompson as a director.
For (including discretionary) 20,252,183 votes
Against 93,562 votes
Withheld 800 votes
Resolution 8
IT WAS RESOLVED to re-elect Claire Whittet as a director.
For (including discretionary) 20,212,845 votes
Against 132,900 votes
Withheld 800 votes
In accordance with LR 9.6.18, details of those resolutions passed, which were
not ordinary business of the AGM, follow:-
Resolution Votes For (including discretionary) Votes Against Votes Withheld*
9 - Special 20,345,132 votes 613 votes 800 votes
10 - Special 20,328,182 votes 17,563 votes 800 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 9
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
(either for the retention as treasury shares for resale or transfer, or
cancellation), 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 9 (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 2023 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 10
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 5,398,652 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 (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 10 or
the conclusion of the next annual general meeting of the Company in 2023
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
10 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.
About Riverstone Energy Limited:
REL is a closed-ended investment company that has since 2020 been exclusively
focussed on pursuing and has committed $167 million to a global strategy
across decarbonisation sectors presented by Riverstone's investment
platform. REL's ordinary shares are listed on the London Stock Exchange,
trading under the symbol RSE. REL has 18 active investments spanning
decarbonisation, oil and gas, renewable energy and power in the
Continental U.S., Western Canada, Gulf of Mexico 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:
Josh Prentice
+44 20 3206 6300
Administrator and Company Secretary
Ocorian Administration (Guernsey) Limited
Rosemary Osborne-Burns
+44 14 8174 2742
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