Replace - Annual General Meeting :: Voluntary

RIVERSTONE HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No. 200510666D)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Riverstone Holdings Limited (the "Company") will be held at Raffles City Convention Centre, Bras Basah Room, Level 4, 2 Stamford Road, Singapore 178882 on Monday, 22 April 2024 at 2.00 p.m. for the purpose of transacting the following businesses:

AS ORDINARY BUSINESS

1.	To receive and adopt the Audited Financial Statements of the Company for the financial year ended 31 December 2023 together with the Directors' Statement	(Resolution 1)
	and the Auditors' Report thereon.
2.	To re-elect Mr Lee Wai Keong who is retiring by rotation pursuant to Regulation 93 of the Constitution of the Company. [See Explanatory Note (i)]	(Resolution 2)
3.	To re-elect Mr Raymond Fam Chye Soon who is retiring by rotation pursuant to Regulation 93 of the Constitution of the Company. [See Explanatory Note (ii)]	(Resolution 3)
4.	To approve a final tax exempt (one-tier) dividend of 7.50 sen (RM) per ordinary share for the financial year ended 31 December 2023.	(Resolution 4)
5.	To approve the payment of the Directors' fees of SGD256,000.00 or approximately RM870,400.00 (based on the rate of exchange of SGD1: RM3.40) for the	(Resolution 5)
	financial year ending 31 December 2024 to be paid on a quarterly basis (2023: SGD221,000.00 or RM704,990.00 based on the exchange rate of SGD1: RM3.19).
6.	To re-appoint Messrs Ernst & Young LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.	(Resolution 6)
7.	To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass the following as Ordinary Resolution, with or without modifications:
8.	Authority to issue shares	(Resolution 7)
	"THAT, pursuant to Section 161 of the Companies Act 1967 and Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited
	("SGX-ST"), authority be and is hereby given to the Directors of the Company to:-

(a) (i) issue shares in the capital of the Company ("shares") way of rights, bonus or otherwise; and/or

1. make or grant offers, agreements or options (collectively, "Instruments") that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and

1. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force, provided that:
2. 1. the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per cent. (50%) of the Company's total number of issued shares excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro-rata basis to existing members of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed twenty per cent. (20%) of the Company's total number of issued shares excluding treasury shares and subsidiary holdings (as calculated in accordance with sub-paragraph (2) below).
   2. (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the total number of issued shares (excluding treasury shares and subsidiary holdings) is based on the Company's total number of issued shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for:
   3. 1. new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards; and
      2. any subsequent bonus issue, consolidation or subdivision of shares;

Adjustments in accordance with (i) and (ii) above are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this resolution.

1. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
2. (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier." [See Explanatory Note (iii)]

9. The Proposed Adoption of the Share Purchase Mandate	(Resolution 8)
That:

1. for the purposes of Sections 76C and 76E of the Companies Act 1967 (the "Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of the Company ("Shares") not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:
2. 1. on-marketpurchase(s) on the Singapore Exchange Securities Trading Limited ("SGX-ST"); and/or
   2. off-marketpurchase(s) if effected otherwise than on the SGX-ST in accordance with any equal access scheme(s) as may be defined in Section 76C of the Companies Act, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Purchase Mandate");

1. the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors, at any time and from time to time, on and from the date of the passing of this Resolution and expiring on the earliest of (the "Relevant Period"):
2. 1. the date on which the next annual general meeting of the Company ("AGM") is held or required by law to be held, whichever is the earlier;
   2. the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by shareholders in general meeting;
   3. the date on which the purchases or acquisitions of Shares pursuant to the Share Purchase Mandate are carried out to the full extent mandated;
3. in this Resolution:
   "Maximum Limit" means that number of Shares representing not more than ten per cent. (10.0%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) ascertained as at the date of the passing of this Resolution, unless the Company has, at any time during the Relevant Period, reduced its share capital in accordance with the Companies Act, in which event the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be taken to be the total number of issued Shares (excluding treasury shares and subsidiary holdings) as altered;
   "Maximum Price" means the purchase price to be paid for a Share to be purchased or acquired pursuant to the Share Purchase Mandate (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) which shall not exceed:
4. 1. in the case of a market purchase of a Share, 105.0% of the Average Closing Price; and
   2. in the case of an off-market purchase pursuant to an equal access scheme, 120.0% of the Highest Last Dealt Price;

"Average Closing Price" means the average of the closing market prices of the Shares over the last five (5) Market Days, on which transactions in the Shares were recorded, immediately before the day on which the purchase or acquisition of Shares is made, and deemed to be adjusted for any corporate action that occurs during the relevant five (5) Market Days and the day on which the purchase or acquisition of Shares is made; and

"Highest Last Dealt Price" means the highest price transacted for a Share as recorded on the Market Day on which there were trades in the Shares immediately preceding the day of the making of the offer pursuant to the off-market purchase.

"date of the making of the offer" means the day on which the Company announces its intention to make an offer for the purchase of Shares from the shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the off-market purchase;

1. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution. [See Explanatory Note (iv)]

BY ORDER OF THE BOARD

Chan Lai Yin

Company Secretary

Singapore, 5 April 2024

Explanatory Notes:

1. The detailed information relating to Mr Lee Wai Keong as required under Rule 720(6) of the Listing Manual of the SGX-ST is set out under "Disclosure of Information on Director seeking re-election" of the Company's Annual Report. Mr Lee Wai Keong will, upon re-election as Director, remain as an Executive Director. Ms Chong Chu Mee, who is currently the Alternate Director to Mr Lee Wai Keong, will continue in office as Alternate Director to Mr Lee Wai Keong if Mr Lee Wai Keong is re-elected as a Director of the Company.
2. The detailed information relating to Mr Raymond Fam Chye Soon as required under Rule 720(6) of the Listing Manual of the SGX-ST is set out under "Disclosure of Information on Director seeking re-election" of the Company's Annual Report. Mr Raymond Fam Chye Soon will, upon re-election as a Director, remain as the Independent Non-Executive Director, Chairman of Remuneration Committee and Member of the Audit Committee, and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST.
3. The Ordinary Resolution 7 proposed in item 8 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue shares and convertible securities in the Company. The aggregate number of shares (including any shares issued pursuant to the convertible securities) which the Directors may allot and issue under this Resolution will not exceed fifty per cent. (50%) of the Company's total number of issued shares excluding treasury shares and subsidiary holdings of the Company. For issues of shares other than on a pro rata basis to all shareholders, the aggregate number of shares to be issued will not exceed twenty per cent. (20%) of Company's total number of issued shares excluding treasury shares and subsidiary holdings of the Company. This authority will, unless previously revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. However, notwithstanding the cessation of this authority, the Directors are empowered to issue shares pursuant to any Instrument made or granted under this authority.
4. The Ordinary Resolution 8 proposed in item 9 above, if passed, will empower the Directors of the Company from the date of the above Annual General Meeting to purchase or acquire Shares by way of Market Purchases or Off-Market Purchases, provided that the aggregate number of Shares to be purchased or acquired under the Share Purchase Mandate does not exceed the Maximum Limit, and at such price(s) as may be determined by the Directors of the Company (or a committee of Directors) from time to time up to but not exceeding the Maximum Price. The information relating to the adoption of Share Purchase Mandate is set out in the Appendix enclosed together with the 2023 Annual Report.

Notes:

1. The Annual General Meeting of the Company ("AGM") is being convened, and will be held, physically. The 2023 Annual Report can also be accessed at the Company's website at the URL www.riverstone.com.myor SGX website at the URL https://www.sgx.com/securities/company-announcements. This Notice will also be made available on the SGX website at the URL https://www.sgx.com/securities/company-announcements. A printed copy of the Annual Report (with Appendix) will be despatched to shareholders.
2. Members (including investors who holds shares under the Central Provident Fund and Supplementary Retirement Scheme ("CPF and SRS Investors") may participate in the AGM by:
3. 1. Attending the AGM in person;
   2. Asking questions at the AGM or submitting questions in advance of the AGM; and/or
   3. Voting at the AGM (i) personally; or (ii) through duly appointed proxy(ies).
4. In view of the guidance note issued by the Singapore Exchange Regulation, a member may ask questions relating to the items on the agenda of the AGM by:
5. 1. Submitting question via mail to the registered office of the Company at 9 Raffles Place, #26-01 Republic Plaza, Singapore 048619; or send electronic mail to [e-mail] advance of the AGM latest by 16 April 2024 at 2.00 p.m.; or
   2. "live Question and Answer" at the physical AGM.

When sending questions, members should also provide their full name (for individuals)/company name (for corporate), NRIC/Passport No./Company Registration number, email address, contact number, shareholding type and number of shares held for verification.

Shareholders are encouraged to submit their questions latest by 16 April 2024 at 2.00 p.m. The Company will endeavour to address to all substantial and relevant questions submitted prior to the AGM by 18 April 2024 (at least 48 hours prior to the closing date and time for the lodgment of the proxy forms). The Company's response will be published on (i) the SGX-ST's website; and (ii) the Company's corporate website.

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote instead of him. A proxy need not be a member of the Company.
2. The Chairman of the meeting, as proxy, need not be a member of the Company. A member may appoint the Chairman of the meeting as his/her/its proxy. If a member wishes to appoint the Chairman of the meeting as proxy, such member (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in the form of proxy, failing which the appointment will be treated as invalid.
3. A member who is a Relevant Intermediary* entitled to attend the meeting and vote is entitled to appoint more than two (2) proxies to attend and vote instead of the member, but each proxy must be appointed to exercise the rights attached to a different share or shares held by each member. Where such member appoints more than two (2) proxies, the appointments shall be invalid unless the member specifies the number of shares in relation to which each proxy has been appointed.
4. The instrument appointing the Chairman of the AGM as proxy, together with the power of attorney or other authority under which it is signed (if applicable) or a duly certified copy thereof, must:
5. 1. be deposited at the Company's registered office at 9 Raffles Place, #26-01 Republic Plaza, Singapore 048619; or
   2. be sent via electronic mail to [e-mail] signed PDF copy of the Proxy Form;

not less than forty-eight (48) hours before the time appointed for the AGM.

1. CPF and SRS Investors who wishes to vote at the AGM should approach their respective agent banks to submit their votes at least seven (7) working days before the date of the AGM (i.e. by 2.00 p.m. on 11 April 2024). CPF and SRS Investors are requested to contact their respective agent banks for any queries they may have with regard to the appointment of proxy/proxies for the AGM.
2. In the case of Shares entered in the Depository Register, the Company may reject any instrument appointing the Chairman of the AGM as proxy lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the AGM (i.e. by 2.00 p.m. on 19 April 2024), as certified by The Central Depository (Pte) Limited to the Company.
3. If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.

*  A Relevant Intermediary means:

1. a banking corporation licensed under the Banking Act 1970, or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
2. a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act 2001, and who holds shares in that capacity; or
3. the Central Provident Fund Board established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

NOTICE OF RECORD DATE

NOTICE IS HEREBY GIVEN THAT the Share Transfer Books and Register of Members of the Company will be closed from 5.00 p.m. on 2 May 2024 (the "Record Date") for the preparation of dividend warrants for the proposed final tax exempt (one-tier) dividend of 7.50 sen (RM) per ordinary share for the financial year ended 31 December 2023 (the "Proposed Final Dividend").

Duly completed registrable transfers received by the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. of 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632 up to 5.00 p.m. on the Record Date will be registered to determine members' entitlements to the Proposed Final Dividend. Members whose securities accounts with The Central Depository (Pte) Limited are credited with shares as at 5.00 p.m. on the Record Date will be entitled to the Proposed Final Dividend.

Payment of the Proposed Final Dividend, if approved by the members at the Annual General Meeting, will be made on 17 May 2024.

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.