LEI: 213800HAZOW1AWRSZR47
21 May 2024
RIVERSTONE ENERGY
LIMITED
("REL" or the
"Company")
Results of the Annual General
Meeting ("AGM")
The Company is pleased to announce
that, at the eleventh AGM held at 10:30 (BST) on 21 May 2024, 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
2023.
For (including
discretionary)
|
12,677,396 votes
|
Against
|
874 votes
|
Withheld
|
0 votes
|
Resolution 2
IT
WAS RESOLVED to re-appoint Ernst
& Young LLP (Guernsey) as Auditor.
For (including
discretionary)
|
12,675,317 votes
|
Against
|
2,953 votes
|
Withheld
|
0 votes
|
Resolution 3
IT
WAS RESOLVED that the Board of
Directors determine the remuneration of the Auditor.
For (including
discretionary)
|
12,675,509 votes
|
Against
|
2,761 votes
|
Withheld
|
0 votes
|
Resolution 4
IT
WAS RESOLVED to re-elect Richard
Horlick as a director.
For (including
discretionary)
|
12,598,792 votes
|
Against
|
77,490 votes
|
Withheld
|
1,988 votes
|
Resolution 5
IT
WAS RESOLVED to elect Karen
McClellan as a director.
For (including
discretionary)
|
12,447,158 votes
|
Against
|
229,124 votes
|
Withheld
|
1,988 votes
|
Resolution 6
IT
WAS RESOLVED to re-elect John Roche
as a director.
For (including
discretionary)
|
12,485,942 votes
|
Against
|
190,340 votes
|
Withheld
|
1,988 votes
|
Resolution 7
IT
WAS RESOLVED to re-elect Jeremy
Thompson as a director.
For (including
discretionary)
|
12,451,649 votes
|
Against
|
224,633 votes
|
Withheld
|
1,988 votes
|
Resolution 8
IT
WAS RESOLVED to re-elect Claire
Whittet as a director.
For (including
discretionary)
|
12,483,602 votes
|
Against
|
192,680 votes
|
Withheld
|
1,988 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
|
12,151,597 votes
|
526,672 votes
|
1 vote
|
10 - Special
|
12,510,618 votes
|
167,652 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 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 2025
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 2,714,817 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 2025 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 which invests in the energy industry. REL's ordinary shares
are listed on the London Stock Exchange, trading under the symbol
RSE. REL has 11 active investments spanning decarbonisation,
oil and gas, renewable energy and power in the Continental U.S.,
Western Canada, Europe and Australia.
REL shareholders should note that the
Company's investment Crescent Point Energy Corp. was rebranded as
Veren Inc. on 10 May 2024 and now trades on the TSX and NYSE under
its new ticker symbol "VRN".
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:
+44 (0) 20 3206 6300
Deutsche Numis - Corporate Broker:
Hugh Jonathan
Matt Goss
+44 (0) 20 7260 1000
Ocorian Administration (Guernsey) Limited -
Company Secretary:
Adam Spurr
+44 (0) 1481 742742