Replace - Extraordinary/ Special General Meeting :: Voluntary

NOTICE OF EXTRAORDINARY GENERAL MEETING

RIVERSTONE HOLDINGS LIMITED

(Company Registration Number 200510666D)

(Incorporated in the Republic of Singapore)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting ("EGM") of Riverstone Holdings Limited (the "Company") will be held by electronic means on Monday, 2 November 2020 at 2.00 p.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following ordinary resolution:-

All capitalised terms used in this Notice of EGM which are not defined herein shall, unless the context otherwise requires, have the same meanings ascribed to them in the Circular to the Shareholders of the Company dated 16 October 2020.

ORDINARY RESOLUTION

That:

1. the bonus issue (the "Proposed Bonus Issue") of 742,452,050 new ordinary shares in the share capital of the Company (the "Bonus Shares"), such Bonus Shares to be credited as fully paid, on the basis of one (1) Bonus Share for every one (1) existing ordinary share in the capital of the Company (the "Shares") held by shareholders of the Company (the "Shareholders") and the Company (in respect of treasury shares), as at the record date ("Record Date") to be determined by the Directors for the purpose of determining the entitlement of shareholders under the Proposed Bonus Issue, be and is hereby approved; and
2. the Directors and/or any of them be and are hereby authorised to enter into all such transactions, arrangements and agreements and approve, execute and deliver all documents and do all deeds and things as may be necessary, expedient, incidental or in the interests of the Company to give effect to the approvals given in this ordinary resolution or the transactions contemplated by the Proposed Bonus Issue.

BY ORDER OF THE BOARD

Wong Teek Son

Executive Chairman/Chief Executive Officer

16 October 2020

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:-

General

1. Pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, the Company has the option to hold a virtual meeting, even where the Company is permitted under safe distancing measures to hold a physical meeting. Due to current COVID-19 situation and the Company's efforts to minimise physical interactions and COVID-19 transmission risk to a minimum, the EGM will be held by way of electronic means and the member will NOT be allowed to attend the EGM in person.
2. Alternative arrangements relating to, among others, attendance, submission of questions in advance and/or voting by proxy at the EGM are set out in the Company's circular dated 16 October 2020 ("Circular") which has been uploaded together with this Notice of EGM on SGXNet at the following URL: https://www.sgx.com/securities/company-announcementsand the Company's website at the following URL: http://www.riverstone.com.my/investor-relations.htmlon the same day.

Participation in EGM proceedings via "Live Webcast/Live Audio Feed"

1. A member will be able to participate at the EGM by watching the EGM proceedings via a "live" audio-video webcast via mobile phones, tablets or computers or listening to the proceedings through a "live" audio-only feed ("Live Webcast/Live Audio Feed"). In order to do so, a member must pre-register by 2.00 p.m. on 31 October 2020 ("Pre-registrationDeadline"), at the following URL: https://online.meetings.vision/rhl-egm-registration("Pre-registrationWebsite") for the Company to authenticate his/her/its status as members.
2. To pre-register for the Live Webcast/Live Audio Feed, kindly access the Pre-registration Website.
   For optimal user experience, it is recommended that Shareholders use a desktop/laptop, and with the following system requirement and browser versions when accessing the Live Webcast:
   Operating system:
   Windows 10 (Users of Windows XP, Vista, or 7 might have issues as they are no longer being updated by Microsoft. It would be best to update the operating system to the newest version, if possible)
   or
   Mac OS X 10.6 or later
   or
   Linux: RHEL 5.6 or later, openSUSE 11.3 or later, or Ubuntu 10.04 or later.
   Browser:
   Latest version of Chrome, Firefox, Safari, Edge, *Internet Explorer 11 or Opera. Chrome or Firefox is highly recommended for best experience.
3. 
   * Internet Explorer is no longer supported by Microsoft, so it is recommended that Shareholders switch to a different browser for a more reliable and secure experience.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Following the authentication of his/her/its status as a member, such member will receive an email on their authentication status and login credentials, including instructions on how to access the Live Webcast/Live Audio Feed of the proceedings of the EGM by 2.00 p.m. on 1 November 2020.
2. Members who do not receive an email by 2.00 p.m. on 1 November 2020, but have registered by the Pre- registration Deadline, should contact our share registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at [phone], [phone] or [e-mail] with the following details included: (1) the full name of member, and (2) his/her/its identification/registration number.
3. Investors who hold Shares through depository agents (as defined in Section 81SF of the Securities and Futures Act, Chapter 289) and wish to watch the Live Webcast or listen to the Live Audio Feed of the EGM must approach their respective depository agents to pre-register at least seven (7) working days before the date of the EGM, i.e. by 2.00 p.m. on 21 October 2020 in order to allow sufficient time for their respective depository agents to in turn register their interest with the Company.

Submission of Questions prior to the EGM

1. A member who pre-registers to watch/listen the Live Webcast/Live Audio Feed may also submit questions related to the resolutions to be tabled for approval at the EGM. To do so, all questions must be submitted no later than the Pre-registration Deadline through any of the following means:
2. 1. via the Pre-registration Website; or
   2. in hard copy by depositing the same at the registered office of the Company at 80 Robinson Road #02- 00 Singapore 068898 / the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623.
3. Shareholders are strongly encouraged to submit their questions via the Pre-registration Website.
4. The Company will endeavour to address all substantial and relevant questions received from Shareholders prior to the EGM via SGXNet and on our corporate website or during the EGM through the Live Webcast/Live Audio Feed.

Voting by Proxy

1. A member will not be able to vote through the Live Webcast/Live Audio Feed. If a member (whether individual or corporate) wishes to exercise his/her/its voting rights at the EGM, he/she/it must appoint the Chairman of the EGM as his/her/its proxy to vote on his/her/its behalf at the EGM. In appointing the Chairman of the EGM as proxy, such member (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in the instrument appointment the Chairman of the EGM as proxy ("Proxy Form"), failing which the appointment will be treated as invalid.
2. The Proxy Form for the EGM can be accessed at the Company's website at the following URL:http://www.riverstone.com.my/investor-relations.html, and is made available with this Notice of EGM on SGXNet at the following URL: https://www.sgx.com/securities/company-announcementson the same day.
3. The Chairman of the EGM, as a proxy, need not be a member of the Company.
4. The Proxy Form must be submitted to the Company in the following manner:
5. 1. by depositing a hard copy by post at the registered office of the Company at 80 Robinson Road #02- 00 Singapore 068898 or the Company's Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623; or

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. by sending a scanned PDF copy by email to [e-mail],

in either case, no later than 2.00 p.m. on 31 October 2020 ("Proxy Deadline") being not less than forty-eight

1. (48) hours before the time appointed for the EGM.

2. A member who wishes to submit a Proxy Form must first download, complete and sign the proxy form, before submitting it by post to the address provided above, or scanning and sending it by email to the email address provided above.
3. In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for members to submit completed proxy forms by post, members are strongly encouraged to submit completed proxy forms electronically via email.
4. The instrument appointing the Chairman of the EGM as proxy must be signed by the appointer or his attorney duly authorised in writing. Where the instrument appointing the Chairman of the EGM as proxy is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.
5. The Company shall be entitled to reject the instrument appointing the Chairman of the EGM as proxy if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing the Chairman of the EGM as proxy (including any related attachment) (such as in the case where the appointor submits more than one instrument appointing the Chairman of the EGM as proxy).
6. Investors who hold their Shares through relevant intermediaries as defined in Section 181 of the Companies Act, Chapter 50 of Singapore (including CPF investors, SRS investors and holders under depository agents) and who wish to exercise their votes by appointing the Chairman of the EGM as proxy should approach their respective relevant intermediaries (including their respective CPF agent banks, SRS approved banks or depository agents) to submit their voting instructions at least seven (7) working days before the date of the EGM, i.e. by 2.00 p.m. on 21 October 2020 in order to allow sufficient time for their respective relevant intermediaries to in turn submit a proxy form to appoint the Chairman of the EGM to vote on their behalf no later than the Proxy Deadline.
7. In the case of a member whose Shares are entered against his/her name in the depository register (as defined in Section 81SF of the Securities and Futures Act, Chapter 289), the Company may reject any instrument appointing the Chairman of the EGM as proxy lodged if such member is not shown to have Shares entered against his/her/its name in the depository register as at 72 hours before the time appointed for the EGM, as certified by The Central Depository (Pte) Limited to the Company.

No Despatch of physical copies

21. The following documents are made available to members on 16 October 2020 together with this Notice of EGM via SGXNet at the following URL: https://www.sgx.com/securities/company-announcementsand the Company's website at the following URL: http://www.riverstone.com.my/investor-relations.html:

1. Circular in respect of the Proposed Bonus Issue of 742,452,050 new ordinary Shares in the capital of the Company, on the basis of one (1) Bonus Share to be credited as fully paid for every one (1) existing ordinary share in the capital of the Company held by Shareholders and the Company (in respect of treasury shares) as at the Record Date (as defined in the Circular);
2. Proxy Form in relation to the EGM.

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