united power company ( SAOG )

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Disclosure - Board of Directors Resolutions

Resolutions of the Extraordinary General Meeting and the Annual Ordinary General Meeting

United Power Company SAOG is pleased to inform the Muscat Securities Market and the investors’ community on the resolutions adopted in the EGM and AOGM held on 22 March 2015 at the Nizwa and Bahla Hall at Muscat Intercontinental Hotel in Muscat

First: Resolutions of the Extraordinary General Meeting
1. To reduce the capital of the Company from Five Million Omani Riyals (O.R. 5,000,000) to Two Million Omani Riyals (O.R. 2,000,000) and to authorize the Board of Directors to distribute the funds resulting from this reduction among shareholders based on nominal value of shares (one Omani Rial per share) after completing the process detailed in the First Explanatory Note of the EGM.
2. To reduce the legal reserve of the Company to a third of the issued capital after reduction in accordance with the above article and to authorize the Board of Directors to take the necessary steps to transfer excess resulting from the reduction of the legal reserve to the account of retained earnings for distribution as cash dividends to the shareholders registered in the Company’s records on the dates and as per the mechanism established by the Board detailed in the Second Explanatory Note of the EGM.
3. The amendments to the Company's Articles of Association were approved.
4. It was approved to authorize the Board of Directors to dispose of the remaining fractions of the shares resulting from the reduction of capital by the distribution thereof in favor of charity societies through the Muscat Clearance and Depository Company (SAOC).

Second: Resolutions of the Annual Ordinary General Meeting
1. The Board of Director's report for the financial year ended 31 December 2014 was approved.
2. The Corporate Governance Report for the financial year ended 31 December 2014 was approved.
3. The Auditors’ Report and the financial statements (balance sheet and profit and loss account) for the financial year ended 31 December 2014 were approved.
4. The transactions and contracts entered into with the related parties during the financial year ended 31 December 2014 were approved.
5. The shareholders were notified on the proposed transactions and contracts with related parties during the financial year ending 31 December 2015.
6. The Board of Directors’ recommendation to distribute final cash dividends for the financial year ended 31 December 2014 to the shareholders registered on the AGM date as follows was approved:
a. Holders of ordinary shares at 30% of the nominal value (300 Baisa per share).
b. Holders of preference shares at 32.8% of the nominal value (328 Baisa per share)
7. The sitting fees paid to Board of Directors for the Board meetings and Audit Committee meetings held during the financial year ended on 31 December 2014 and determining the proposed fees payable for such meetings for the financial year ending 31 December 2015 were ratified.
8. The Directors' remuneration of RO 56,800 for the financial year ended on 31 December 2014 was approved.
9. Three members were elected to fill the three vacant seats in the Board of Directors, as follows:
- Mr. Sami Yahya Al Dughaishi, representative of Civil Service Pension Fund.
- Ms. Gunay Demir
- Mr. Guillaume Bremond
10 Moore Stephens were appointed as Statutory Auditors for the financial year ending 31 December 2015 for a remuneration of RO 9,500.