22 May 2018
RIVERSTONE ENERGY LIMITED
("REL" or the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the Fifth AGM held at 10.30 a.m. (BST) on 22 May 2018, 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 2017.
For (including discretionary) |
64,540,423 votes |
Against |
10 votes |
Withheld |
0 votes |
Resolution 2
IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey) as Auditor.
For (including discretionary) |
64,506,570 votes |
Against |
0 votes |
Withheld |
33,862 votes |
Resolution 3
IT WAS RESOLVED that the Board of Directors determine the remuneration of the Auditor.
For (including discretionary) |
64,540,423 votes |
Against |
0 votes |
Withheld |
10 votes |
Resolution 4
IT WAS RESOLVED to re-elect Peter Barker as a director.
For (including discretionary) |
64,420,208 votes |
Against |
120,215 votes |
Withheld |
10 votes |
Resolution 5
IT WAS RESOLVED to re-elect Patrick Firth as a director.
For (including discretionary) |
63,014,163 votes |
Against |
1,526,259 votes |
Withheld |
10 votes |
Resolution 6
IT WAS RESOLVED to re-elect Richard Hayden as a director.
For (including discretionary) |
63,037,075 votes |
Against |
1,247,946 votes |
Withheld |
255,411 votes |
Resolution 7
IT WAS RESOLVED to re-elect Pierre F. Lapeyre as a director.
For (including discretionary) |
64,468,732 votes |
Against |
71,690 votes |
Withheld |
10 votes |
Resolution 8
IT WAS RESOLVED to re-elect David M. Leuschen as a director.
For (including discretionary) |
64,493,040 votes |
Against |
47,382 votes |
Withheld |
10 votes |
Resolution 9
IT WAS RESOLVED to re-elect Kenneth Ryan as a director.
For (including discretionary) |
64,468,732 votes |
Against |
71,690 votes |
Withheld |
10 votes |
Resolution 10
IT WAS RESOLVED to re-elect Jeremy Thompson as a director.
For (including discretionary) |
64,420,208 votes |
Against |
120,215 votes |
Withheld |
10 votes |
Resolution 11
IT WAS RESOLVED to re-elect Claire Whittet as a director.
For (including discretionary) |
63,369,360 votes |
Against |
1,171,062 votes |
Withheld |
10 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* |
12 - Special |
64,540,073 (100%) |
0 |
360 |
13 - Special |
64,540,083 (100%) |
0 |
350 |
14 - Special |
64,284,682 (99.6%) |
255,401 (0.4%) |
350 |
*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 12 ThattheCompanybeandisherebygenerallyandunconditionallyauthorisedinaccordancewiththeCompanies(Guernsey) Law,2008,asamended(the"CompaniesLaw")(subjecttotheListingRulesmade bytheUKListingAuthorityandallother applicablelegislationandregulations),tomakemarketacquisitions(asdefinedintheCompaniesLaw)ofeachclassofits shares (either for the retention as treasury shares for resale or transfer,or cancellation),PROVIDEDTHAT: |
a. themaximumnumberofsharesauthorisedtobepurchasedshallbe12,663,562OrdinaryShares (as defined in the Company's articles of incorporation (the "Articles") (being14.99percent.of theOrdinarySharesinissue(excludingsharesheldintreasury)asatthelatestpracticabledatepriortothedateofpublication of this document);
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. theauthorityherebyconferredshallexpireatthenextannualgeneralmeetingoftheCompanyduetobeheldin2019 unlesssuchauthorityisvaried,revokedorrenewedpriortosuchdatebyaspecialresolutionoftheCompanyinageneral meeting save that the Company may make an offer or agreement to acquire shares under this authority before its expiry whichwillormaybeexecutedwhollyorpartlyafteritsexpirationandtheCompanymaymakeanacquisitionofshares pursuant to such an offer or agreement as if the authority had not expired.
|
Resolution 13 That,inaccordancewithArticle6.7oftheArticles,theDirectorsbeempoweredtoallotandissue(orsellfromtreasury) equity securities (within the meaning of the Company's Articles) for cash 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 8,448,006OrdinarySharesintheCompany(being10percent.oftheOrdinarySharesinissueasatthelatestpracticabledate priortothedateofthisnotice)and(ii)anunlimited numberofOrdinarySharesinaccordancewiththePerformance AllocationReinvestmentAgreementdated23September2013betweentheCompanyandRiverstoneEnergyLimitedCapital PartnersL.P.,actingbyitsgeneralpartnerRiverstoneHoldingsIICayman,Ltd.("RELCP"),pursuanttowhichRELCP agreestoreinvesttheportionofeachPerformanceAllocation(asdefinedanddescribedinthe IPO Prospectus)attributableto RELCP,and shallexpireonthedatefalling15monthsafterthedateofpassingofthisResolution13ortheconclusionofthe nextannualgeneralmeetingoftheCompanyin2019,whicheveristheearlier,savethattheCompanymaybeforesuchexpiry makeoffersor agreementswhich wouldor mightrequireequity securitiesto beallottedandissued(or sold)after such expiry andthe 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 13 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.
|
Resolution 14 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. |
- ENDS -
About Riverstone Energy Limited
REL is a closed-ended investment company that invests exclusively in the global energy industry, with a particular focus on the exploration & production and midstream sectors. REL aims to capitalise on the opportunities presented by Riverstone's energy investment platform. REL is a member of the FTSE 250 and its ordinary shares are listed on the London Stock Exchange, trading under the symbol RSE. REL has 13 active investments spanning conventional and unconventional oil and gas activities in the Continental U.S., Western Canada, Gulf of Mexico, Mexico and credit.
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:
Riverstone Energy Limited:
Brian Potskowski
Natasha Fowlie
+44 203 206 6300
.
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