united power company ( SAOG )

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Invitation to Extraordinary General Meeting and Annual Ordinary General Meeting

Invitation to Extraordinary General Meeting and Annual Ordinary General Meeting

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 3:00 pm on Sunday 16 February 2020 at the Mirage Ballroom at Qurum Resort, Muscat, Sultanate of Oman, and in the event the quorum requirement for holding the EGM or OAGM has not been met, a second EGM or OAGM  shall be held on Thursday 20 February  2020, at the Mirage Ballroom at Qurum Resort, Muscat, Sultanate of Oman to consider the following agendas:

First: Extraordinary General Meeting EGM agenda:

  1. To amend the Company's Article of Association (as attached)

Second: Annual Ordinary General Meeting AGM agenda:

  1. To authorise the Board of Director of the Company entering into  bidding and finalising the extension of Manah Power Plant operation beyond  19 May 2020 ( the schedule transfer date) on  behalf of the Company and to do all these acts, sign all documents and file and register any documents with any relevant authority and obtain consents and approvals on behalf of the Company and the Shareholders which may be deemed appropriate or necessary in connection with the  said extension. (Details in Annexure 1).
  2. To consider and approve the Board of Directors’ Report for the financial year ended 31 December 2019.
  3. To consider and approve the Corporate Governance Report for the financial year ended 31 December 2019.
  4. To consider the Auditors’ Report and approve the Financial Statements for the year ended 31 December 2019.
  5. To consider and approve the proposal to distribute a cash dividend  to the Shareholders registered at the AGM date  for the year ended in 31 December 2019 at the following proposed rate:
  1.  Any person (shareholders or non-shareholders) who wishes to nominate herself/himself to the Board of Directors must comply with the Regulations issued by CMA requirements for directors and fill in a Nomination Form that can be obtained from the website of the CMA or from the Company's offices.
  2. The completed form should be delivered by no later than (5.30 pm) on Thursday, 11 February 2020 to the Company offices. Nomination forms received after the above date shall not be considered by the Company.
  1.  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 (as in Annexure 3).
  2. To consider and approve the transactions that will carry out by the Company with related parties for the financial year ending 31 December 2020 (as in Annexure).
  3. To approve the Directors’ remuneration of OMR  34,200 for the financial year ended on 31 December 2019.
  4. to notify the meeting with the donation made by the Company on account of corporate social responsibility during the financial year ended 31 December 2019  ( as in annexure).
  5. 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 2020.
  6. To appoint an Independent Firm to evaluate the performance of the Board of Directors for the financial year ending 31 December 2020 and approve their remuneration.
  7. To appoint the statutory auditors for the financial year ending 31 December 2020 and approve their remuneration.
  8. To elect a new Board of Directors for the Company:                                                          

 

  1.  Any person (shareholders or non-shareholders) who wishes to nominate herself/himself to the Board of Directors must comply with the Regulations issued by CMA requirements for directors and fill in a Nomination Form that can be obtained from the website of the CMA or from the Company's offices.
  2. The completed form should be delivered by no later than (5.30 pm) on Thursday, 11 February 2020 to the Company offices. Nomination forms received after the above date shall not be considered by the Company.

 

In accordance with the Company's Articles of Association and the Commercial Companies Law(18/2019) any shareholder may appoint any person (except members of the Board of the Company), in writing, as his proxy to attend and vote on their behalf, provided  that  the authorisation be made on the proxy card attached to the notice, and if the proxy represents more than one shareholder that he may not represent more than 5% of the Company's shares - excluded  from this percentage  are shares  owned by the shareholder and his children that are minors, provided that the authorisation be made on the proxy card attached to the notice. If the authorised person is a natural person, he should attach a copy of his ID with the authorization letter for adults, or a passport for women and minors who do not have an ID or a residence card or passport for non-Omanis. For juristic persons, the proxy form should be stamped and signed by the authorised signatories and should be attached along with proxy form

 

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.

 

 

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