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Riverstone Energy Limited — AGM Information 2021
Apr 27, 2021
10549_agm-r_2021-04-27_50483bc3-7e05-475c-82e3-493bed7f3751.pdf
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
It contains proposals relating to Riverstone Energy Limited (the “ Company ”) on which you are being asked to vote. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant, or from another appropriately qualified and duly authorised independent adviser.
If you have sold or otherwise transferred all of your shares in Riverstone Energy Limited please send this document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
RIVERSTONE ENERGY LIMITED
(a registered closed-ended collective investment scheme incorporated as a company limited by shares under the laws of Guernsey with registration number 56689)
Notice of Annual General Meeting
Notice of the Annual General Meeting to be held at 15.30 p.m. (BST) on Tuesday, 25 May 2021 at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY, Channel Islands is set out at the end of this document.
If the restrictions on travel introduced by the States of Guernsey to address the COVID-19 pandemic remain in place at the intended time scheduled for the meeting, physical attendance at the Annual General Meeting may not be possible. Accordingly, the Company urges Shareholders to vote by proxy and to appoint the chairman of the meeting as their proxy for that purpose. If a Shareholder appoints someone other than the chairman of the meeting as their proxy, that proxy may not be able physically to attend the Annual General Meeting or cast the Shareholder’s vote. All votes on the resolutions contained in the Notice of Annual General Meeting will be held by poll so that all voting rights exercised by Shareholders, who are entitled to do so at the Annual General Meeting, will be counted.
Shareholders are requested to return the Form of Proxy accompanying this document for use at the Annual General Meeting. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and, in any event, not later than 15.30 p.m. (BST) on Sunday, 23 May 2021. Alternatively, Shareholders may submit proxies electronically not later than 15.30 p.m. (BST) on Sunday, 23 May 2021 using the Link Share Portal Service at www.signalshares.com.
Your attention is drawn to the letter from the Chairman of Riverstone Energy Limited which is set out in Part I of this document and which recommends that you vote in favour of the Resolutions to be proposed at the Annual General Meeting. Your attention is also drawn to the section entitled “Action to be Taken” on page 3 of this document.
PART I
Letter from the Chairman
RIVERSTONE ENERGY LIMITED
(a registered closed-ended collective investment scheme incorporated as a company limited by shares under the laws of Guernsey with registration number 56689)
Directors: Registered Office: Richard Hayden (Chairman) PO Box 286 Peter Barker Floor 2 Patrick Firth Trafalgar Court Jeremy Thompson Les Banques Claire Whittet St Peter Port Guernsey GY1 4LY Channel Islands
27 April 2021
annuaL GeneraL meetinG
Dear Shareholder,
Introduction
The eighth Annual General Meeting of the Company will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY, Channel Islands on Tuesday, 25 May 2021 at 15.30 p.m. (BST). The business to be considered at the Annual General Meeting is contained in the Notice of Annual General Meeting on page 5 of this document. A brief explanation of each of the Resolutions to be considered is set out below.
Due to the ongoing COVID-19 pandemic, whilst restrictions in the Bailiwick of Guernsey have been eased, any person arriving into the Bailiwick of Guernsey is presently required to register their journey on a travel tracker and is required to self-isolate for a period of 14 days if they take a COVID test on Day 1 and another COVID test on Day 13 and have negative results. Otherwise if they decline to have a test they are required to self-isolate for 21 days upon arrival.
If Guernsey’s existing restrictions on travel introduced to address the COVID-19 pandemic remain in place at the intended time, physical attendance at the Annual General Meeting may not be possible. Accordingly, attendance at the Annual General Meeting is expected to be limited to the minimum necessary quorum of two Shareholders present (either in person, by attorney or by proxy or, in the case of a corporate Shareholder, by corporate representative) in order to conduct the business of the meeting.
The Board therefore urges Shareholders to vote by proxy and to appoint the chairman of the meeting as their proxy for that purpose. If a Shareholder appoints someone other than the chairman of the meeting as their proxy, that proxy may not be able physically to attend the Annual General Meeting or cast the Shareholder’s vote. All votes on the resolutions contained in the Notice of Annual General Meeting will be held by poll, so that all voting rights exercised by Shareholders, who are entitled to do so at the Annual General Meeting will be counted.
This letter explains the business to be considered at the Annual General Meeting and includes a recommendation that you vote in favour of the resolutions set out in the notice of the Annual General Meeting.
The Annual General Meeting
Ordinary Resolutions
Resolution 1:
The Directors must lay the annual audited financial statements for the financial year ending 31 December 2020 and the reports of the Directors and the Auditor thereon before Shareholders, and the Shareholders will be asked to receive and consider the financial statements and the reports.
Resolutions 2 and 3:
Shareholders will be asked to confirm the re-appointment of Ernst & Young LLP (Guernsey) as Auditor until the conclusion of the next annual general meeting due to be held in 2022 and to grant authority to the Board to determine their remuneration.
Page 1 of 7
Resolutions 4 to 8 (inclusive):
In accordance with the Articles and corporate governance best practice as set out in the AIC Code of Corporate Governance, all Directors will retire from office at the Annual General Meeting. Each Director has offered himself or herself to stand for re-election. Each Director re-elected will hold office until the conclusion of the next annual general meeting due to be held in 2022 unless in the meantime he or she retires or ceases to be a Director in accordance with the Articles, by operation of law or until he or she resigns.
Although the Company is no longer a constituent of the FTSE 350, the Board monitors developments in corporate governance to ensure the Board remains aligned with best practice especially with respect to the increased desired focus on greater gender and ethnic diversity on the boards of FTSE 350 companies. The Board recognises and supports the Hampton Alexander Review and the Parker Review, and acknowledges the importance of having a variety of backgrounds and experiences represented in the boardroom for the effective functioning of the Board. It is the ongoing aspiration of the Board to have a well-diversified representation. The Board also values diversity of business skills and experience because Directors with diverse skills sets, capabilities and experience gained from different geographical backgrounds enhance the Board by bringing a wide range of perspectives to the Company. The Board’s view has been and, continues to be, that all appointments to the Board should be merit based, assessed against objective selection criteria. To avoid precluding any deserving candidate from consideration, executive search consultants will be asked to provide candidates from a diverse range of backgrounds and that these lists are gender neutral.
Following a performance evaluation of the Directors, the Board believes that each Director standing for re-election continues to make an effective and valuable contribution and demonstrates commitment to the role.
Special Resolutions
Resolution 9:
The Directors are seeking to renew the authority to purchase from time to time the Company’s shares in the market, up to 14.99 per cent. of the Ordinary Shares in issue (excluding shares held in treasury) as at the date on which Resolution 9 is passed (this equates to 9,396,112 Ordinary Shares as at the latest practicable date prior to the date of publication of this document) either for cancellation or to hold as treasury shares for future resale or transfer.
Purchases will only be made in the market at prices at or below the prevailing net asset value per Ordinary Share in circumstances in which the Directors believe such purchases should result in an increase in the net asset value per Ordinary Share of the remaining Ordinary Shares or as a means of addressing any imbalance between the supply of, and demand for, Ordinary Shares.
Resolution 10:
Resolution 10 disapplies the pre-emption rights contained in the Articles so that the Board has authority to allot and issue (or sell from treasury) equity securities for cash on a non-pre-emptive basis (i) up to a maximum number of equity securities equal to 6,268,253 Ordinary Shares in the Company (equivalent to 10 per cent. of the Ordinary Shares in issue as at the latest practicable date prior to the date of publication of this document); 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. The disapplication of the pre-emption rights expires on the date falling 15 months after the date of passing of Resolution 10 or the conclusion of the next annual general meeting of the Company (whichever is the earlier) and permits the Board to allot and issue (or sell from treasury) equity securities after expiry of the disapplication if it has agreed to do so beforehand. Equity securities issued (or sold from treasury) pursuant to the disapplication would not be issued at a price that is less than the prevailing net asset value of the relevant class of equity securities.
The disapplication of the pre-emption rights in (i) above is set at a maximum number of equity securities equal to 10 per cent. of the number of Ordinary Shares in issue at the latest practicable date prior to the publication of this document. As the issue (or sale from treasury) of equity securities by the Company on a non-pre-emptive basis will only be made either at, or at a premium to, the prevailing net asset value of the relevant class of equity securities, the Board believes that an existing authority to issue new equity securities equal to 10 per cent. of the existing Ordinary Shares in issue is appropriate.
Resolution 11:
Since its initial listing, the Company’s Articles have included restrictions on the number of Directors (and their alternates) who are resident in the United Kingdom for tax purposes, the holding of board and committee meetings in the United Kingdom and the participation in board and committee meetings by Directors who are physically present in the United Kingdom. The United Kingdom law reasons for inclusion of these restrictions in the Articles are no longer applicable.
The travel restrictions imposed as a result of the global COVID-19 pandemic have demonstrated the desirability of Directors being able to participate in board and committee meetings remotely, especially when travel, including to or from Guernsey, may not be practicable.
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Accordingly, in order to ensure that the Board has sufficient flexibility regarding its organisation going forward and so that the affairs of the Board are not prejudiced by unnecessary restrictions, Resolution 11 seeks approval of amendments to the Articles which remove the existing restrictions contained in the Articles regarding the holding of, and participation in, board and committee meetings, in the United Kingdom and by Directors who are UK tax resident or present in the United Kingdom at the time of the relevant meeting. These changes will permit the Company with more flexibility in holding board and committee meetings and will not affect the existing rights of Shareholders.
The foregoing description is provided as a summary of the changes and Shareholders are encouraged to consult the proposed amended Articles to review the specific changes. Clean copies of the amended Articles and copies marked up to show the specific changes from the current Articles are available for inspection at the registered office of the Company at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY, at www.RiverstoneREL.com and at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG.
Action to be taken
Form of Proxy
You will find enclosed the Form of Proxy for use at the Annual General Meeting. In light of the restrictions travel imposed by the States of Guernsey in response to the COVID-19 pandemic, the Company urges you to vote by proxy at the Annual General Meeting and to appoint the chairman of the meeting as your proxy for that purpose. If you appoint someone other than the chairman of the meeting as your proxy, that proxy may not be able to attend the Annual General Meeting in person or cast your vote. You are urged to complete and return the Form of Proxy as soon as possible. To be valid, the Form of Proxy must be completed in accordance with the instructions printed on it and lodged with Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and, in any event, not later than 15.30 p.m. (BST) on Sunday, 23 May 2021. Alternatively, Shareholders may submit proxies electronically not later than 15.30 p.m. (BST) on Sunday, 23 May 2021 using the Link Share Portal Service at www.signalshares.com.
The lodging of the Form of Proxy will not prevent you from attending the Annual General Meeting and voting in person if you so wish (subject to the status of measures restricting public meetings in Guernsey at the relevant time). If you have any queries relating to the completion of the Form of Proxy, please contact Link Group, by post at PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL; by telephone on UK: 0371 664 0391, from overseas call +44 (0) 371 664 0391, calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Group operate between 9.00 a.m. – 5.30 p.m. (BST), Monday to Friday excluding public holidays in England and Wales. Link Group can only provide information regarding the completion of the Form of Proxy and cannot provide you with investment or tax advice.
A quorum for the Annual General Meeting consisting of two Shareholders present in person (including by attorney or proxy or, in the case of a corporation Shareholder, by a duly appointed representative) and entitled to vote is required for the Annual General Meeting.
If Guernsey’s existing restrictions on travel to address the COVID-19 pandemic remain in place at the relevant time, physical attendance at the Annual General Meeting may not be possible. Accordingly, attendance at the Annual General Meeting is expected to be limited to the minimum necessary quorum. All votes on the Resolutions contained in the Notice of Annual General Meeting will be held by poll so that all voting rights exercised by Shareholders, who are entitled to do so at the Annual General Meeting, will be counted.
Resolutions 1 to 8 are proposed as ordinary resolutions which, on a poll, require a simple majority of more than 50 per cent of the total voting rights of Shareholders who, being entitled to do so at the meeting, vote (in person, by attorney or by proxy) in favour of the relevant Resolution (excluding any votes that are withheld).
Resolutions 9 to 11 are proposed as special resolutions which, on a poll, require not less than 75 per cent. of the total voting rights of Shareholders who, being entitled to do so at the meeting, vote (in person, by attorney or by proxy) in favour of the relevant Resolution (excluding any votes that are withheld).
If the Resolutions are duly passed at the Annual General Meeting, and other necessary formalities are completed, this will result in the Resolutions becoming binding on each Shareholder in the Company whether or not they voted in favour of the Resolutions, or voted at all.
This is a meeting for the Company’s Shareholders and we encourage you to share your thoughts with the members of REL’s Board, including the Chairman and the Chairperson of each Committee, who will be in attendance at the Annual General Meeting. We will respond to Shareholder questions submitted in advance of the Annual General Meeting or afterwards to [email protected] addressed for the attention of the Board.
Page 3 of 7
Recommendations
The Board considers that the proposals and subjects of the Resolutions are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders, as those Directors who own shares in the Company intend to do so in respect of their own beneficial holdings, to vote in favour of the Resolutions. You are urged to complete and return the enclosed Form of Proxy without delay.
Yours faithfully
Richard Hayden Chairman
PART II
Definitions
“ Annual General Meeting ” means the annual general meeting of the Company convened for 15.30 p.m. (BST) on Tuesday, 25 May 2021 (or any adjournment thereof), notice of which is set out at the end of this document;
“ Articles ” means the articles of incorporation of the Company in force from time to time;
“ Auditor ” means the auditor of the Company from time to time (currently Ernst & Young LLP (Guernsey), St. Julian’s Avenue, St. Peter Port, Guernsey GY1 2HH, Guernsey);
“ Board ” or “ Directors ” (each a “ Director ”) means the board of directors of the Company from time to time;
“ Companies Law ” means The Companies (Guernsey) Law, 2008 (as amended);
“ Company ” means Riverstone Energy Limited;
“ Form of Proxy ” means the form of proxy for use at the Annual General Meeting;
“ Listing Rules ” means the Listing Rules of the Financial Conduct Authority;
“ Ordinary Shares ” means the redeemable ordinary shares of no par value in the capital of the Company issued and designated as “Ordinary Shares” of such class, and denominated in such currencies, as the Directors may determine in accordance with the Articles, and having the rights and being subject to such restrictions as contained in the Articles;
“ Resolutions ” (each a “ Resolution ”) means the resolutions to be proposed at the Annual General Meeting and contained in the notice of the Annual General Meeting; and
“ Shareholders ” (each a “ Shareholder ”) means the shareholders of the Company, whose name is entered in the share register as the holder of shares in the capital of the Company from time to time.
Page 4 of 7
RIVERSTONE ENERGY LIMITED
(Company No. 56689)
notiCe of annuaL GeneraL meetinG
NOTICE is hereby given that the eighth Annual General Meeting of Riverstone Energy Limited (the “Company”) will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY, Channel Islands on Tuesday, 25 May 2021 at 15.30 p.m. (BST) to consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions and special resolutions as set out below:
Ordinary Resolutions
To be proposed as ordinary resolutions:
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That the annual audited financial statements of the Company for the year ended 31 December 2020, together with the reports of the Directors and the Auditor thereon, be received and considered.
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That Ernst & Young LLP (Guernsey), of St. Julian’s Avenue, St. Peter Port, Guernsey GY1 2HH, Guernsey, be re-appointed as Auditor of the Company until the conclusion of the next annual general meeting.
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That the Board of Directors be authorised to determine the remuneration of the Auditor.
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That Peter Barker be re-elected as a Director of the Company.
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That Patrick Firth be re-elected as a Director of the Company.
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That Richard Hayden be re-elected as a Director of the Company.
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That Jeremy Thompson be re-elected as a Director of the Company.
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That Claire Whittet be re-elected as a Director of the Company.
Special Resolutions
To be proposed as special resolutions:
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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:
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a. the maximum number of shares authorised to be purchased shall be 14.99 per cent. of the Ordinary Shares (as defined in the Company’s articles of incorporation (the “Articles”) in issue on the date of this Resolution 9 (excluding shares held in treasury);
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b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be one penny;
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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
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d. the authority hereby conferred shall expire at the next annual general meeting of the Company due to be held in 2022 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.
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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 6,268,253 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 2022, 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.
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That the amendments to the Articles of the Company set out in the amended Articles of the Company tabled by the Chair at the Annual General Meeting and described in the circular to Shareholders dated 27 April 2021 be and are hereby approved and adopted.
By order of the Board Yours faithfully Richard Hayden Chairman
Registered Office P.O. Box 286 Floor 2, Trafalgar Court Les Banques St Peter Port Guernsey, GY1 4LY Channel Islands
Notes:
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To have the right to attend and vote at the meeting you must hold shares in the Company and your name must be entered on the share register of the Company in accordance with Note 4 below.
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Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares. Where multiple proxies have been appointed to exercise rights attached to different shares, on a show of hands those proxy holders taken together would collectively have the same number of votes as the Shareholder who appointed them would have on a show of hands if he or she were present at the meeting. On a poll, all or any of the rights of the Shareholder may be exercised by one or more duly appointed proxies.
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To be valid, the Form of Proxy appointing a proxy and accompanies this notice (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and, in any event, not later than 15.30 p.m. (BST) on Sunday, 23 May 2021. Alternatively, Shareholders may submit their Forms of Proxy electronically not later than 15.30 p.m. (BST) on Sunday, 23 May 2021 using the Link Share Portal Service at www.signalshares.com. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting at the meeting should they wish to do so. However, if Guernsey’s existing restrictions on travel introduced to address the COVID-19 pandemic remain in place, physical attendance at the Annual General Meeting may not be possible. Accordingly, attendance at the Annual General Meeting is expected to be limited to the minimum necessary quorum of two Shareholders present (either in person, by attorney or by proxy or, in the case of a corporate Shareholder, by corporate representative) in order to conduct the business of the meeting.
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The time by which a person must be entered on the share register of the Company in order to have the right to attend and vote at the meeting is close of business on Sunday, 23 May 2021. If the Annual General Meeting is adjourned, the time by which a person must be entered on the share register in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned Annual General Meeting. Changes to entries on the share register after such times shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.
Page 6 of 7
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Each Resolution put to the vote at the Annual General Meeting shall be decided by a poll.
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On a poll, each Shareholder entitled to vote and vote at the Annual General Meeting will have one vote per Ordinary Share held. As at the date of this notice, the Company’s issued share capital consisted of 62,682,534 Ordinary Shares. Therefore, the total voting rights in the Company as at the date of this notice are 62,682,534.
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If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are set out below.
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CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST manual (available via www.euroclear.com/CREST) subject to the provisions of the Articles. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
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In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s (“Euroclear”) specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by 15.30 p.m. (BST) on Sunday, 23 May 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST applications host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
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CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
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The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 34(1) of the Uncertificated Securities (Guernsey) Regulations, 2009.
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The annual audited financial statements of the Company for the year ended 31 December 2020 are available from the Company’s website (www.RiverstoneREL.com)) with hard copies available upon request from the Company Secretary, Ocorian Administration (Guernsey) Limited (via telephone +44 (0) 1481 742 742 or email [email protected]).
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If within thirty minutes from the time appointed for the meeting a quorum is not present, the Annual General Meeting shall stand adjourned for five Business Days at the same time and place or to such other day and at such other time and place as the Board may determine and (subject to Article 19.5) no notice of adjournment need be given; this notice shall be deemed to constitute due notice of any such adjourned meeting within the meaning of the Articles. At any such adjourned meeting, those Shareholders who are present in person or by attorney (or proxy or, in the case of a corporation Shareholder, by a duly appointed representative) shall be the quorum.
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