NAVIGATOR HOLDINGS LTD.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 16, 2025
NOTICE IS HEREBY given that the 2025 Annual General Meeting of Shareholders (the Meeting) of Navigator Holdings Ltd. (the
Company) will be held at 09:00 A.M. local time on June 16, 2025, at the offices of Baker Botts LLP, 30 Rockefeller Plaza, New York, New York, 10112, U.S.A., for the following purposes, of which items one and two are more completely set
forth in the accompanying Proxy Statement:
|
1. |
To elect Directors to serve until the 2026 Annual Meeting of Shareholders (Proposal One);
|
|
2. |
To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent public accounting
firm for the fiscal year ending December 31, 2025 (Proposal Two); and |
|
3. |
To transact such other business as may properly come before the meeting or any adjournment thereof.
|
The board of directors has fixed the close of business on May 5, 2025, as the record date for the determination of the
shareholders entitled to receive notice and to vote at the Meeting or any adjournment thereof.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE VOTE BY INTERNET AT WWW.PROXYVOTE.COM BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. YOU MAY ALSO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF
MAILED IN THE UNITED STATES.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER, BANK OR OTHER NOMINEE, YOU SHOULD FOLLOW THE INSTRUCTIONS PROVIDED
BY YOUR BROKER, BANK OR OTHER NOMINEE WHEN VOTING YOUR SHARES OR TO GRANT OR REVOKE A PROXY.
THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR
COOPERATION IN COMPLETING ONLINE OR RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT.
You are cordially invited to attend the Meeting in person. All shareholders must present a form of personal photo identification in order to
be admitted to the Meeting. In addition, if your shares are held in the name of your broker, bank or other nominee and you wish to attend the Meeting, you must bring an account statement or letter from the broker, bank or other nominee indicating
that you were the owner of the shares at the close of business on May 5, 2025.
If you attend the Meeting, you may revoke any proxy you
have previously provided and vote in person. If your shares are held in the name of your broker, bank or other nominee and you intend to vote in person at the Meeting, you must present a legal proxy from your bank, broker or other nominee in order
to vote. Shareholders should speak to their brokers, banks or other nominees in whose custody their shares are held for additional information.
The Notice of Annual General Meeting of Shareholders, the Proxy Statement and related materials, including the Companys 2024 Annual
Report on Form 20-F, are available on the Companys website at www.navigatorgas.com or the SEC website at www.sec.gov. Any shareholder may receive a hard copy of the 2024 Annual Report free of charge upon request.
BY ORDER OF THE BOARD OF DIRECTORS
John Reay
Secretary
May 9, 2025
2