The Board of Directors of Al Batinah Power Company SAOG (the “Company”) have the pleasure to invite the respected shareholders to attend the Ordinary Annual General Meeting (“AGM”) of the Company to be held on Monday, 14th March 2016 at the Capital Market Authority Meeting Hall, situated at Ruwi, Sultanate of Oman, at 3:00 pm, to discuss the following agenda:
- To consider and approve the Board of Directors’ report for the financial year ended 31 December 2015.
- To consider and approve the Corporate Governance Report for the financial year ended 31 December 2015.
- To consider and approve the Auditors’ Report and approval of the financial statements (balance sheet and income statement) for the financial year ended 31 December 2015.
- To notify the General Meeting of the related party transactions during the financial year ended 31 December 2015, as set out in Annexure (1).
- To consider and approve the proposed transactions and contracts with related parties during the financial year ending 31 December 2016, as set out in Annexure (2).
- To authorize the Board of Directors’ to determine and distribute cash dividends to the Shareholders of the Company in May/June 2016 and November/December 2016 out of the retained earnings as per the audited financial statements for the financial year ended 31 December 2015, provided that the aggregate amount shall not exceed 10 % of the paid up share capital of the Company (i.e., 10 Baizas per share).
- To ratify the sitting fees paid to directors for the Board meetings and Audit Committee meetings held during the financial year ended on 31 December 2015 and determining the proposed fees payable for such meetings for the financial year ending 31 December 2016, as set out in Annexure (3).
- To approve the appointment of Statutory Auditors for the financial year ending 31 December 2016 and determine their remuneration.
- To notify the AGM of the charity expenses of RO 3,000 paid during the financial year 2015 as per the Annexure (4).
- To authorize the Company to give donations not exceeding RO 15,000 during the financial year ending 31 December 2016 as corporate social responsibility initiative.
- To elect the new Board members from amongst the shareholders or non-shareholders.
According to the Articles of Association of the Company, if the candidate is a shareholder, he/she must hold at least 5% of the Company’s issued share capital on the date of the AGM.
Any person who wishes to nominate himself/herself to the Board of Directors should complete a nomination form available with the Company. The nomination form can be obtained from the Company’s head office. The completed forms should be delivered to the Company at least two days minimum prior to the AGM date. Nomination forms received after 5pm on Wednesday, 9th of March 2016 shall not be accepted.
- To consider and approve that a director of the Company (if so elected in accordance with Item 11 above) is allowed to participate in the management of another company which is conducting business competitive to the business of the Company, as set out in Annexure (5).
According to the Articles of Association of the Company the Shareholders have the right to nominate a proxy to attend and vote on their behalf on decisions/resolutions of the meeting, such proxy must be on the proxy form attached to this agenda and notice. The natural shareholder shall enclose a copy of the ID card, or the passport copy for females and minors who don’t have an ID card, residence card or passport copy for non-Omanis along with the proxy form. The juristic shareholder’s proxy must be signed by an authorized signatory and sealed with entity’s stamp, and should be submitted along with a commercial registration certificate and the authorized signatories list.
Respected shareholders are requested to attend at the AGM venue half an hour before the meeting.
For further information, please contact Mr. Murakami on telephone no.(+968)24393300.