The Board of Directors of United Power Company SAOG. (hereinafter referred to as the “Company”) is pleased to invite the Shareholders of the Company to the Extraordinary General Meeting (EGM) and the Annual General Meeting (AGM) to be held at [5.00] pm on Thursday 8 March 2018 at the Nazwa and bahla Hall at Muscat Intercontinental Hotel, Muscat, Sultanate of Oman, to consider the following agendas:
First: Extraordinary General Meeting EGM agenda:
1- To consider and approve the proposal of the amendment to Article 5 of the Company's article of association , to incorporate a change in basis of computing preference dividend.
Second: Annual Ordinary General Meeting AGM agenda:
1- To consider and approve the Board of Directors’ Report for the financial year ended 31 December 2017.
2- To consider and approve the Corporate Governance Report for the financial year ended 31 December 2017.
3- To consider the Auditors’ Report and approve the Financial Statements for the year ended 31 December 2017.
4- To consider and note the transactions carried out by the Company with related parties during the financial year ended 31 December 2017 .
5- To consider and approve the transactions that will carry out by the Company with related parties for the financial year ending 31 December 2018 .
6- To consider and approve the proposal to distribute a cash dividend from retained earning to the Shareholders registered at the AGM date for the year ended in 31 December 2017 at the following proposed rate:
a. Holders of ordinary shares: 150 % of the share capital ( 1.500 Rial per share).
b. Holders of preference shares: 162.5 % of the share capital 1.625 Rial per share).
7- To consider and ratify the Board and Committees’ sitting fees paid during the preceding year and specify the Board and Committees sitting fees for the coming year .
8- to notify the meeting with the donation mode by the Company on account of corporate social responsibility during the financial year ended 31 December 2017 .
9- To consider and approve the proposal to allocate up to OMR 30,000 for Corporate Social Responsibility activities for the financial year ending 31 December 2018.
10- To approve the report of the Independent Consultant on the performance approval of the Board of director for the financial year ended 31 December 2017.
11- To appoint an Independent Firm to evaluate the performance of the Board of Directors for the financial year ending 31 December 2018 and approve their remuneration.
12- To appoint the statutory auditors for the financial year ending 31 December 2018 and approve their remuneration.
13- To Elect Two members to fill the vacant seats in the board of Board of Directors for the Company:
a ) Any person (shareholders or non-shareholders) who wishes to nominate herself/himself to the Board of Directors must comply with the Articles of Association of the Company and the Capital Market Authority's (CMA) requirements for directors and fill in a form that can be obtained from the website of the CMA or from the Company offices.
b) The completed form should be delivered by no later than close of the business day of the Company on Monday, 5 March 2018 to the Company offices. Any forms received after the above date shall not be considered by the Company.
c) In accordance with the Company's articles of association if the candidate is a shareholder, the candidate must own a minimum of one share in the Company at the AGM date
In accordance with the Articles of Association of the Company, every shareholder has the right to appoint any other person as his proxy to attend the meeting and vote on his behalf by authorising such person in writing, by way of a proxy card issued by the Company. Any natural person should attach to the proxy card, a copy of his ID if adult male, and passport if female or minor who are not holding IDs and a copy of a resident card or passport for non-Omanis. For juristic persons, the proxy form shall be signed by one of the authorized signatories and sealed by the company's stamp accompanied with copies of the commercial registration certificate and the specimen signature form (if any) or ID card /Residence card of the Authorized Signature.
Please attend at least 30 minutes prior to the meeting. For more information, please contact Mr. Salah Issa al Farsi , the Company's Admin Manager, telephone number +968 24400600.