Invitation and Agenda for Extraordinary General Meeting and the Annual Ordinary General Meeting

 The Board of Directors of Sohar Power Company SAOG (the "Company") is pleased to invite all shareholders of the Company to attend an Extraordinary General Meeting (EGM) and an Annual Ordinary General Meeting (AGM) of the Company, scheduled to be held on Sunday, 30 March 2014 at 5:00 PM and 5:15 PM, respectively, at the Al Qurum Resort, Shatti Al Qurum, to discuss the following agendas:

First: Agenda for the Extraordinary General Meeting:

  1. To amend the nominal value of the Company's shares from RO 1 (Rials Omani One) to Baizas 100 (Baizas One hundred) per share and to amend Article 5 and 7 and Appendix Definitions of the Articles of Association of the Company accordingly as per the Annexure 1.

Second: Agenda for the Annual General Meeting:

  1. To consider and approve the Board of Directors' report for the financial year ended 31 December 2013.
  2. To consider and approve the Corporate Governance Report for the Company for the financial year ended 31 December 2013.
  3. To consider the Auditor's report and to approve the financial statements (statement of financial position and statement of comprehensive income) of the Company for the financial year ended 31 December 2013.
  4. To bring to the attention of the shareholders the transactions and contracts entered into with related parties during the financial year ended 31 December 2013.  (as per Attachment)
  5. To consider the proposed transactions and contracts with related parties during the financial year ending 31 December 2014 (as per Attachment).
  6. To approve the Board of Directors' recommendation to distribute final cash dividends for the financial year ended 31 December 2013 at 11% of the capital (Baizas 11 per share).
  7. To authorize the Board of Directors to distribute interim cash dividends for the period from 1 January 2014 to 30 June 2014 subject to a ceiling of 15% of the capital (Baizas 15 per share) out of the Company's audited retained earnings with the Company as on 30 June 2014. 
  8. To ratify the sitting fees paid to the Board of Directors for attending both the Board meetings and the Audit Committee meetings held during the financial year ended 31 Dec 2013 and determining the proposed fees payable for such meetings for the financial year ending on 31 Dec 2014 ( as per Attachment).
  9. To approve the Directors' remuneration of RO 167,000 (RO One hundred and sixty seven thousand) for the financial year ended on 31 Dec 2013.
  10. To appoint auditors for the Company for the year ending 31 December 2014 and to fix their remuneration.
  11. To elect Five (5) new members to the Board of Directors' of the Company to fill the vacant seats among its shareholders or non-shareholders in line with the Articles of Association of the Company.

a.         Any person wish to be nominated to the board of directors of the Company is required to fill in

            directors nomination form designated for this purpose. Such form can be obtained from the

             Company; and

b)          The completed form should be delivered to the Company at least two working days prior to

             the date of the Annual Ordinary General Meeting of the Company (by the end of business

              hours on 25 March 2014). The Company will not accept any application received after this

              date; and   

c)           As per the Articlesof Association of the Company, if the candidate is a shareholder, he/she

              must own a minimum of (1) share in the Company on the AGM date. 

In accordance with the Articles of Association of the Company, each shareholder has the right to appoint in writing a proxy to another person who need not be a shareholder to attend the meeting and vote on  his/her behalf at the AGM/EGM.

The proxy for attendance and voting in the AGM/EGM must be on the proxy format attached to the invitation issued by Muscat Clearing and Depository Co. SAOC.

If the principal is a natural person, he/she should attach, if an adult, a copy of his/her ID Card. Women and children should attach a copy of their passport if they do not hold an ID card. Non-Omanise shall attach a copy of their Residency Card or copy of their passport. 

If the principal is a juristic party, the proxy format must be signed by an authorized signatory and sealed with the company's official seal. Copy of the commercial register documents and the authorized signatory list of the juristic party must be attached with the proxy.

To prevent delay in starting the meeting, shareholders are requested to arrive about half an hour before the scheduled meeting time.

For further information, please contact Mr. Jamal Bin Saleh Al Bloushi on telephone:  24400600.



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