An Extraordinary General Meeting (EGM) of the shareholders of Sembcorp Salalah Power and Water Company SAOG (the “Company”) was held on Tuesday 15 March 2016 at 3:25 p.m. at the Hormuz Grand Hotel, Muscat, Sultanate of Oman.
The following resolutions were passed in EGM:
The amendment of the par value from RO 1 per share to Baizas 100 per share and consequent amendment to the Articles of Association approved. The resolution shall result in splitting the one share into ten shares for the registered shareholders of the Company on the date of the EGM.
Amended clauses of the Articles of Association are as follows:
Article 5: The Company’s authorised share capital is RO 100,000,000 (One Hundred Million Omani Rials), and the issued share capital is RO 95,457,195 (Ninety Five Million Four Hundred Fifty Seven Thousand And One Hundred Ninety Five Omani Rials), divided into 954,571,950 (nine hundred and fifty four million five hundred and seventy one thousand nine hundred and fifty) ordinary shares, each with a nominal value of 100 baisa (one hundred baisa).
Article 18.1: The Company shall be managed by a Board of Directors consisting of nine (9) members who should be elected at an Ordinary General Meeting from amongst the Shareholders or non-Shareholders, provided that the candidate, if a Shareholder, shall hold at least 500,000 Shares in order to be eligible to stand for election to the Board of Directors.
The term of office of the Board of Directors shall be for a maximum period of three years subject to re-election. The period stipulated for election to the Board shall be calculated from the date of the General Meeting in which the Director is elected to the date of the third Annual General Meeting following it. Where the date of such meeting exceeds the term of three years, the membership shall be extended by Law to the date on which the meeting was convened, save it shall not exceed the period stipulated in Article 120 of the Commercial Companies Law for convening an Annual General Meeting.
Appendix Definitions – Shares: means shares of a nominal value of 100 baisa (one hundred baisa) each in the capital of the Company.