Result of AGM

RNS Number : 7967Z

Riverstone Energy Limited

25 May 2021

 

25 May 2021

RIVERSTONE ENERGY LIMITED

 ("REL" or the "Company")

Results of the Annual General Meeting ("AGM")

The Company is pleased to announce that, at the eighth AGM held at 15.30 p.m. (BST) on 25 May 2021, 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 th e year ended 31 December 2020.

For (including discretionary)	50,415,469 votes
Against	129 votes
Withheld	0 votes

Resolution 2

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

For (including discretionary)	50,415,598 votes
Against	0 votes
Withheld	0 votes

Resolution 3

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

For (including discretionary)	50,415,598 votes
Against	0 votes
Withheld	0 votes

Resolution 4

IT WAS RESOLVED to re-elect Peter Barker as a director.

For (including discretionary)	50,415,598 votes
Against	0 votes
Withheld	0 votes

Resolution 5

IT WAS RESOLVED to re-elect Patrick Firth as a director.

For (including discretionary)	49,474,598 votes
Against	941,000 votes
Withheld	0 votes

Resolution 6

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

For (including discretionary)	49,474,598 votes
Against	941,000 votes
Withheld	0 votes

Resolution 7

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

For (including discretionary)	50,415,598 votes
Against	0 votes
Withheld	0 votes

Resolution 8

IT WAS RESOLVED to re-elect Claire Whittet as a director.

For (including discretionary)	49,474,598 votes
Against	941,000 votes
Withheld	0 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	50,413,492 votes	2,105 votes	1 votes
10 - Special	50,405,469 votes	10,129 votes	0 votes
11 - Special	50,415,598 votes	0 votes	0 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 Compa n y be and is he r e b y generally and unconditionally autho r ised in acco r dance with The Companies (Gue r ns e y) L a w , 2008, as amended (the "Companies L a w ") (subject to the Listing Rules made b y the Financial Conduct Autho r ity and all other applica b le le g islation and r egulations), to ma k e mar k et acquisitions (as defined in the Companies L a w) of each class of its sha r es (either for the r etention as t r easu r y sha r es for r esale or transfe r , or cancellation), P R O VIDED TH A T :

a.  th e maxi m u m n umbe r o f sha r e s autho r ise d t o b e pu r chase d shal l b e 14.99 per cent. of the Ordinary S ha r es in issue as at the date of this Resolution 9 (excluding sha r es held in t r easu r y ); b.  the maxi m um p r ice which m a y be paid for an Ordinary Share is an amount equal to the higher of: (a) 105 per cent. of the a v erage of the middle mar k et quotations for an Ordinary Share on the r el e v ant mar k et for the f i v e b usiness d a ys immediately p r eceding the date on which the Ordinary S ha r e is pu r chased; and (b) the higher of (i) the p r ice of the last independent trade for an Ordinary S ha r e and (ii) the highest cu r r ent independent bid for an Ordinary Share at the time of pu r chase; and c.  the autho r ity he r e b y confe r r ed shall expi r e at the next an n ual general meeting of the Compa n y due to be held in 2022 unless such autho r ity is v a r ied, re v o k ed or r en e w ed p r ior to such date b y a special r esolution of the Compa n y in a general meeting s a v e that the Compa n y m a y ma k e an offer or a g r eement to acqui r e sha r es under this autho r ity befo r e its expi r y which will or m a y be e x ecuted wholly or pa r tly after its expiration and the Compa n y m a y ma k e an acquisition of sha r es pu r suant to such an offer or a g r eement as if the autho r ity had not expi r ed.

Resolution 10 That ,inaccordancewithArticle6.7oftheArticles,theDirectorsbeempoweredtoallot andissue(orsellfromtreasury) 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 6,268,253 Ordinary Shares in the Company (being 10 per cent. of the Ordinary Sharesinissueasatthelatestpracticabledatepriortothedate of this notice) and (ii) an unlimited number of Ordinary Sharesin accordance with thePerformanceAllocationReinvestmentAgreementdated23September2013between theCompanyandRiverstoneEnergyLimitedCapitalPartners,LP,actingbyitsgeneral partnerRiverstoneHoldingsII (Cayman)Ltd.("RELCP"),pursuanttowhichRELCP agreestoreinvesttheportionofeachPerformanceAllocation(asdefinedanddescribed inthe IPO Prospectus)attributabletoRELCP,and shall expireonthedatefalling15monthsafterthedateofpassingofthisResolution10 ortheconclusionofthenextannualgeneralmeetingoftheCompany in 2022whicheveristhe earlier,savethattheCompanymaybeforesuchexpirymakeoffersoragreementswhich wouldormightrequireequity securitiestobeallottedandissued(orsold)aftersuchexpiryandthe Directorsmayallotandissue(orsell from treasury) equity securities inpursuanceofanysuchofferoragreement notwithstandingthatthepowerconferredbythisResolution10hasexpired. 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.

Resolution 11 That the amendments to the Articles of the Company set out in the amended Articles of the Company tabled by the Chairman at the Annual General Meeting be and are hereby approved and adopted.

About Riverstone Energy Limited :

REL is a closed-ended investment company that invests exclusively in the global energy industry across all sectors. REL aims to capitalise on the opportunities presented by Riverstone's energy investment platform.  REL's ordinary shares are listed on the London Stock Exchange, trading under the symbol RSE.  REL has 13 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

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:

Jingcai Zhu

Natasha Fowlie

[phone]

 

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