Riverstone Energy Limited — Proxy Solicitation & Information Statement 2021

Apr 27, 2021

RIVERSTONE ENERGY LIMITED

(Company No. 56689)

Form oF Proxy

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I/We, [Please insert shareholder name(s) using block capitals] [Please note if the shareholder name(s) is not inserted the Form of Proxy cannot be used]

being a member of Riverstone Energy Limited (the “ Company ”) hereby appoint:

(full name) of (address) or failing him, the Chairman of the Annual General Meeting or the Company Secretary as my/our proxy to attend and vote on my/our behalf and if necessary demand a poll at the eighth Annual General Meeting of the Company to 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) and at any adjournment thereof. Please tick here if this proxy appointment is one of multiple Event Code: appointments being made* Barcode: Please indicate the number of shares this proxy is appointed over (if less than your full voting entitlement). * For the appointment of more than one proxy, see Note 2. IMPORTANT: IF YOU WISH YOUR PROXY TO CAST ALL OF YOUR VOTES FOR OR AGAINST THE RESOLUTION, OR TO WITHHOLD ALL YOUR VOTES IN RESPECT OF THE RESOLUTION, YOU SHOULD INSERT AN “X” IN THE APPROPRIATE BOX. IF YOU WISH YOUR PROXY TO CAST ONLY CERTAIN VOTES FOR AND CERTAIN VOTES AGAINST, OR TO WITHHOLD ONLY CERTAIN VOTES IN RESPECT OF THE RESOLUTION, INSERT THE RELEVANT NUMBER OF SHARES IN THE APPROPRIATE BOX. Ordinary Resolutions 1. That the annual audited financial statements of the Company for For Against WithheldVote d. the authority hereby conferred shall expire at the next annual general For Against WithheldVote the year ended 31 December 2020, together with the reports of meeting of the Company due to be held in 2022 unless such authority the Directors and the Auditor thereon, be received and considered. 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 2. That Ernst & Young LLP (Guernsey) be re-appointed as an offer or agreement to acquire shares under this authority before its Auditor of the Company until the conclusion of the next expiry which will or may be executed wholly or partly after its expiration annual general meeting. and the Company may make an acquisition of shares pursuant to such an offer or agreement as if the authority had not expired.

• For the appointment of more than one proxy, see Note 2.

IMPORTANT: IF YOU WISH YOUR PROXY TO CAST ALL OF YOUR VOTES FOR OR AGAINST THE RESOLUTION, OR TO WITHHOLD ALL YOUR VOTES IN RESPECT OF THE RESOLUTION, YOU SHOULD INSERT AN “X” IN THE APPROPRIATE BOX. IF YOU WISH YOUR PROXY TO CAST ONLY CERTAIN VOTES FOR AND CERTAIN VOTES AGAINST, OR TO WITHHOLD ONLY CERTAIN VOTES IN RESPECT OF THE RESOLUTION, INSERT THE RELEVANT NUMBER OF SHARES IN THE APPROPRIATE BOX.

Ordinary Resolutions

1. 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.

2. That Ernst & Young LLP (Guernsey) be re-appointed as Auditor of the Company until the conclusion of the next annual general meeting.

3. That the Board of Directors be authorised to determine the remuneration of the Auditor.

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1. 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.

2. That Peter Barker be re-elected as a Director of the Company.

3. That Patrick Firth be re-elected as a Director of the Company.

4. That Richard Hayden be re-elected as a Director of the Company.

5. That Jeremy Thompson be re-elected as a Director of the Company.

6. That Claire Whittet be re-elected as a Director of the Company.

Special Resolutions

1. 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

2. 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.

Signature

Date

IMPORTANT: IN ORDER TO BE VALID AT THIS MEETING THIS FORM OF PROXY MUST BE RECEIVED BY LINK GROUP, PXS1, 10TH FLOOR, CENTRAL SQUARE, 29 WELLINGTON STREET, LEEDS, LS1 4DL NO LATER THAN 15.30 P.M. (BST) ON SUNDAY, 23 MAY 2021. ALTERNATIVELY YOU MAY SUBMIT YOUR PROXY ELECTRONICALLY NO LATER THAN 15.30 P.M. (BST) ON SUNDAY, 23 MAY 2021 USING THE LINK SHARE PORTAL SERVICE AT WWW.SIGNALSHARES.COM.

Notes:

1. Please insert your full name(s) and address(es) in BLOCK CAPITALS. In the case of joint holders, the names and addresses of all the joint holders should be stated on this Form of Proxy.

2. 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. To appoint more than one proxy you may photocopy this Form of Proxy. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions given by you. All hard copy proxy appointments must be signed and should be returned together in the same envelope.

3. Due to restrictions on travel imposed in connection with the COVID-19 pandemic, the Company urges you to appoint the Chairman of the meeting as your proxy. 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. If no name is entered in the space provided, the return of this Form of Proxy duly signed will authorise the Chairman of the meeting or the Company Secretary to act as your proxy.

4. The completion and return of this Form of Proxy will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so. However, 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.

   1. Any alteration made to this Form of Proxy should be initialled by the person who signs it.

   2. In the case of joint holders, such holders may elect one of their number to represent them and vote whether in person or by proxy in their name. In the absence of such an election, the person whose name stands first on the share register of the Company shall alone be entitled to vote.

   3. In the case of a corporation, this proxy must be given under its common seal or signed by a duly authorised officer or attorney.

   4. To be valid, this Form of Proxy (together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially) must be received by Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible but, in any event, so as to arrive 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.

   5. The time by which a person must be entered on the share register in order to have the right to attend and vote at the meeting is close of business on Sunday, 23 May 2021. If the meeting is adjourned, the time by which a person must be entered on the share register in order to have the right to attend and vote at the adjourned meeting is 48 hours before the date fixed for the adjourned 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 meeting.

   6. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

   7. Shareholders should also refer to the Notes included at the end of the Notice of Annual General Meeting for further details on proceedings at the Annual General Meeting.

5. In the absence of instructions, your proxy may vote or withhold from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or withhold from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the meeting) which may properly come before the meeting. A vote withheld is not a vote in law. If instruction is given to withhold from voting in respect of any resolution, this instruction will be deemed to be neither a vote for or against the resolution.