The Board of Directors of Al Batinah Power Company SAOG (the “Company”) has the pleasure to invite the respected shareholders to attend the Extraordinary General Meeting (the “EGM”) and the Ordinary Annual General Meeting (the “AGM”) of the Company to be held on Thursday, 4 June 2020 at 3:00 pm, through the electronic platform of the general meetings, which you can access through the Muscat Clearing and Depository website (www.mcd.gov.om).
However, in case the quorum of the EGM and/or the AGM is not met, the Company will hold a second EGM and AGM at 3:00 pm on Thursday, 11 June 2020 to discuss the same following agenda:
First: The Agenda for the Extraordinary General Meeting”
1. To consider, approve and adopt the amended Article of Association of the Company.
Second: The Agenda for the Annual Ordinary General Meeting:
- To consider and approve the Board of Directors’ Report for the financial year ended 31 December 2019.
- To consider and approve the Corporate Governance Report for the financial year ended 31 December 2019.
- To consider the Auditors’ Report and to approve the financial statements (balance sheet and income statement) for the financial year ended 31 December 2019.
- To notify the General Meeting of the related party transactions during the financial year ended 31 December 2019.
- To authorize the Board of Directors’ to determine and distribute cash dividends to the Shareholders of the Company in June 2020 and December 2020 out of the retained earnings as per the audited financial statements for the financial year ended 31 December 2019, provided that the aggregate amount shall not exceed 7 Baizas per share..
- To ratify the sitting fees paid to directors for the Board and the Sub-Committees meetings held during the financial year ended 31 December 2019; and to determine the proposed sitting fees payable to directors for the Board and the Sub-Committees meetings for the financial year ending 31 December 2020.
- To consider and approve the distribution of the proposed remuneration for the Board members of a sum of RO 14,800 for the financial year ended 31 December 2019.
- To notify the General Meeting of the donations made by the Company on the account of corporate social responsibility during the financial year ended 31 December 2019.
- To consider and approve the allocation of an amount of RO 35,000 during the financial year ending 31 December 2020 as corporate social responsibility initiative.
- To elect and appoint one member of the Board of Directors to fill in one vacancy in the Board of Directors from amongst shareholders or non-shareholders.
- Approval of the criteria for performance appraisal of the board of directors.
- Appointment of an independent consultant for carrying out the appraisal for performance of the board of directors for the financial year ending 31 December 2020.
- To appoint Statutory Auditors for the financial year ending 31 December 2020 and determine their remuneration.
Any person who wishes to nominate himself/herself to the Board of Directors should complete the nomination form. The completed forms should be sent to the Company at least five days minimum prior to the AGM date. Nomination forms received after 5pm on Thursday, 28th of May 2020 shall not be accepted. The candidate must consider fulfilling the conditions prescribed for membership of the board of directors.
According to the Articles of Association of the Company and the regulations for convening general meetings via electronic means by the authority, we would like to draw your attention to the following:
- Only juristic persons shall have the right to appoint a proxy to attend the general meeting and vote on their behalf via electronic means, provided that the proxy person has an investor number in the MCDC.
- Voting on any of the items presented on the agenda starts three days before the date of the general meeting until the voting process ends on the day of the meeting, and if the shareholder’s share is increased or decreased, the voting process will be canceled, and he must re-vote again on the meeting day.
For further information, please contact Mr. Yusuke Koseki on telephone no.(+968)24393304.