RANGE RESOURCES LIMITED‌

ACN 002 522 009

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Conference Centre, Level Four, 60 Carrington Street, Sydney NSW 2000, Australia

on Friday, 27 November 2015 at 10.00am (AEDT).

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on

+44 (0) 20 7520 9486 or +61 (08) 6205 3012.

RANGE RESOURCES LIMITED

ACN 002 522 009

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting of Shareholders of Range Resources Limited (Company) will be held at Conference Centre, Level Four, 60 Carrington Street, Sydney NSW 2000, Australia on Friday, 27 November 2015 at 10.00am (AEDT) (Meeting).

DI Holders may attend the Meeting but will not be permitted to vote at the Meeting. For their votes to be counted DI Holders must submit their CREST Voting Instruction to the Company's agent by the required cut- off time set out in Section 1.4 below. Alternatively, DI Holders can vote using the enclosed Form of Instruction as per the instruction set out in Section 1.5 below.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, or Form of Instruction if you are a DI Holder, form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 25 November 2015 at 4.00pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Annual Report

   To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2015, which includes the Financial Report, the Directors' Report and the Auditor's Report.

   
   

2. Resolution 1 - Adoption of Remuneration Report

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an

   ordinary resolution:

   'That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the 2015 Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.'

   Note: The vote on Resolution 1 will be an advisory vote of Shareholders only, and will not bind the Directors or the Company.

   Voting Prohibition: In accordance with section 250R of the Corporations Act, a vote on this Resolution 1 must not be cast (in any capacity) by, or on behalf of:

3. a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

4. a Closely Related Party of such member.

   However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

5. the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or

6. the person is the Chairman voting an undirected proxy which expressly authorises the Chairman to vote the proxy on a resolution connected directly or indirectly with the remuneration of a member of the Key Management Personnel.




7. Resolution 2 - Re-election of Director - Mr David Chen

   To consider and, if thought fit, to pass with or without amendment, the following resolution as an

   ordinary resolution:

   'That Mr David Chen, who was appointed on 30 November 2014, retires in accordance with clause

   13.4 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.'

   
   

8. Resolution 3 - Re-election of Director - Mr Zhiwei Gu

   To consider and, if thought fit, to pass with or without amendment, the following resolution as an

   ordinary resolution:

   'That Mr Zhiwei Gu, who was appointed on 11 December 2014, retires in accordance with clause

   13.4 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.'

   
   

9. Resolution 4 - Re-election of Director - Mr Yan Liu

   To consider and, if thought fit, to pass with or without amendment, the following resolution as an

   ordinary resolution:

   'That Mr Yan Liu, who was appointed on 11 December 2014, retires in accordance with clause

   13.4 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.'

   
   

10. Resolution 5 - Re-election of Director - Ms Juan Wang

    To consider and, if thought fit, to pass with or without amendment, the following resolution as an

    ordinary resolution:

    'That Ms Juan Wang, who was appointed on 30 November 2014, retires in accordance with clause

    13.4 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.'

    
    

11. Resolution 6 - Re-election of Director - Mr Yu Wang

To consider and, if thought fit, to pass with or without amendment, the following resolution as an

ordinary resolution:

'That Mr Yu Wang, who was appointed on 30 September 2015, retires in accordance with clause

13.4 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.'







Dated 20 October 2015

BY ORDER OF THE BOARD




Nick Beattie

Company Secretary

RANGE RESOURCES LIMITED

ACN 002 522 009

EXPLANATORY MEMORANDUM




1. Introduction

2. General

   This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Conference Centre, Level Four, 60 Carrington Street, Sydney NSW 2000, Australia on Friday, 27 November 2015 at 10.00am (AEDT). DI Holders are able to attend the Meeting, but may not vote at the Meeting.

   This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

3. Proxies

   A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

   Please note that:

4. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

5. a proxy need not be a member of the Company; and

6. a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

   The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

7. Annual Report

   Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. Copies of the report can be found on the Company's website www.rangeresources.co.uk or by contacting the Company on +44 (0) 20 7520 9486 or +61 (08) 6205 3012.

   There is no requirement for Shareholders to approve the Annual Report. Shareholders will be offered the following opportunities:

8. discuss the Annual Report for the financial year ended 30 June 2015;

9. ask questions or make comment on the management of the Company;

10. ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

1. the preparation and the content of the Auditor's Report;

2. the conduct of the audit;