Sembcorp Salalah Power and Water Company

Board of Directors Meeting Resolution copy copy
2018-07-08
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Disclosure of the impact of the Dhofar and Wusta governates due to hurricane
2018-05-27
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In compliance with the Rules and Guidelines of Disclosure, Sembcorp Salalah Power and Water Co SAOG (“the Company”) discloses the following:
On 25 May 2018, Cyclone Mekunu storm made landfall near Salalah. The Company, with the help of its staff, took all necessary measures to minimize the impact of the Cyclone. Our preliminary assessment is that the total impact due to Cyclone is not expected to be material. However, the total impact of the Cyclone on plant operations cannot yet be precisely assessed at this point in time.
The company is producing power and delivering to Dhofar grid. Our water production plant is temporarily shut down due to a severe worsening of sea conditions during the cyclone, conditions that still persist.
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Board Meeting 27 April 2018
2018-04-29
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The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 27 April 2018:
The Board approved and authorised for issuance the Company’s Financial Statements and Management Report for the period ended 31 March 2018.
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Initial unapproved, unaudited results for the Period ended 31 March 2018
2018-04-12
The management of the Company is pleased to disclose its initial, unapproved, unaudited results for the period ended 31 March 2018, as required by the CMA Circular E/2/2016.

The above reported numbers represent initial unaudited financial results and are subject to approval and confirmation by the Company’s Audit Committee and Board of Directors.

Annual General Meeting Disclosure Statement
2018-03-11
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The above reported numbers represent initial unaudited financial results and are subject to approval and confirmation by the Company’s Audit Committee and Board of Directors.

Invitation to Attend the Annual General Meeting
2018-02-21
Please refer to the attached file

The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is delighted to invite the shareholders of the Company to attend the annual general meeting (Meeting) to be held at 3.00 p.m. on Thursday 8 March 2018 at Hormuz Grand Hotel, Muscat, Sultanate of Oman, to discuss the following agenda:
Agenda for the Annual General Meeting
1 To consider and approve the Report of the Board of Directors for the financial year ended 31 December 2017.
2 To approve the report on the evaluation of the performance of the Board of Directors for the financial year ended on 31 December 2017.
3 To consider and approve the Corporate Governance Report for the financial year ended 31 December 2017.
4 To consider the Auditor’s Report and approve the financial statements (Balance Sheet and Profit and Loss Account) for the financial year ended 31 December 2017.
5 To consider and approve the recommendation to distribute cash dividends at the rate of 3.1% of the capital (being 3.1 baisas per share) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 1 April 2018.
6 To authorize the Board of Directors to approve the payment of an interim dividend of up to 10% of the issued share capital of the Company (being 10 baisas per share) (from the audited accounts of the Company for the nine-month period ending on 30 September 2018) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 1 November 2018.
7 To consider and ratify the directors’ and committees’ sitting fees received in the previous financial year and determine the sitting fees for the next financial year.
8 To consider and approve directors’ remuneration amounting to RO 67,240 for the financial year ended on 31 December 2017.
9 To consider and ratify the related party transactions entered into during the financial year ended on 31 December 2017.
10 To consider and approve the related party transactions proposed to be entered into during the financial year ending on 31 December 2018.
11 To inform the meeting of the donations made to support community services during the financial year ended on 31 December 2017.
12 To consider and approve a proposal to spend the total sum of RO 60,000 to support community services during the financial year ending on 31 December 2018.
13 To appoint an independent entity to evaluate the performance of the directors for the financial year ending on 31 December 2018 and determine their fees.
14 To appoint the auditors of the Company for the financial year ending on 31 December 2018 and determine their fees.
Pursuant to the Articles of Association of the Company, any shareholder has the right to appoint a proxy in writing to attend and vote on decisions taken on his behalf. The proxy should carry the authorised proxy card attached with the notice to attend the general meeting as issued by Muscat Clearing and Depository Company SAOC. If the shareholder is a natural person, he is required to attach with the proxy card a copy of ID for adults, passport for females and minors who do not have an ID card, and resident cards or passports for expatriates. If the shareholder is a juristic person, the proxy card shall be signed by an authorised signatory and sealed with the company’s seal and submitted together with a copy of the commercial registration certificate.
All invitees are requested to attend the meetings at least half an hour before the meeting time.
If you have any inquiries kindly contact Tariq Bashir on telephone number 93215022.
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The above reported numbers represent initial unaudited financial results and are subject to approval and confirmation by the Company’s Audit Committee and Board of Directors.

Board Meeting 13 February 2018
2018-02-14
Please refer to the attached file

The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 13 February 2018:
The Board approved and authorised for issuance the Company’s Financial Statements and annual report for the year 2017;
The Board approved the Code of Corporate Governance report for the year 2017;
The Board proposed the distribution of final cash dividend of Baizas 3.1 per share (3.1% of issued share capital), giving a total dividend for 2017 of Baizas 10.3 per share to the Shareholders who are registered in the Company Shareholders’ register with Muscat Clearance & Depository Company SAOC on 1 April 2018;
The Board will seek Shareholders’ authorisation at the Annual General Meeting to approve the payment of an interim dividend not exceeding Baizas 10 per share (10% of the issued share capital of the Company) for the nine month period ending 30 September 2018, to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 1 November 2018.

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The above reported numbers represent initial unaudited financial results and are subject to approval and confirmation by the Company’s Audit Committee and Board of Directors.

Initial unapproved, unaudited results for the year ended 31 December 2017
2018-01-14
The management of the Company is pleased to disclose its initial, unapproved, unaudited results for the year ended 31 December 2017, as required by the CMA Circular E/2/2016.

Note: Significant increase in income tax expense is due to one off deferred tax expense impact arising from change of tax law in Oman.
The above reported numbers represent initial unaudited financial results and are subject to approval and confirmation by the Company’s Audit Committee and Board of Directors.

Board Meeting 25 October 2017
2017-10-25 08:00 - 17:00 UTC
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 25 October 2017:
a) The Board approved and authorised for issuance the Company’s Financial Statements and Management Report for the period ended 30 September 2017; and
b) The Board approved the distribution of an interim cash dividend for 2017 of 7.2% of the Capital (7.2 baizas per share), in accordance with the authorisation given by the Company’s shareholders at its AGM on 14 March 2017 to the Shareholders who are registered in the Company Shareholders’ register with Muscat Clearance & Depository Company SAOC on 1 November 2017.

Initial unapproved, unaudited results for nine month period ended 30 September 2017
2017-10-12
The management of the Company is pleased to disclose its initial, unapproved, unaudited results for nine month period ended 30 September 2017, as required by the CMA Circular E/2/2016.

Note: Significant increase in income tax expense is due to one off deferred tax expense impact arising from change of tax law in Oman.

Disclosure
2017-09-05
In compliance with the Rules and Guidelines of Disclosure, Sembcorp Salalah Power and Water Co SAOG (“the Company”), discloses the following:
On 20 August 2017, Gas Turbine #5 (GT5) tripped after generator protections acted. Since then the gas turbine has been opened for inspected by experts to assess the situation and its remediation.
On 04 of September, the management of the Company met with the experts conducting the assessment and representatives of the turbine’s manufacturer. The preliminary conclusion is that this is a major breakdown of the GT5 unit. The Company is expecting negative revenue impact of approximately Omani Rials 1.1 million. This is a preliminary estimation, as the total repair costs and durations cannot yet be precisely assessed at this point in time.
The Company has made the required notifications to insurance companies, and the damage claim process has been initiated. The Company has been and is taking all reasonable measures to mitigate the financial impact to the fullest extent possible.
The Company projects that this unexpected technical failure may affect the dividend for the year ending 31 December 2017.

Board Meeting 27 July 2017
2017-07-27
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 27 July 2017:
The Board approved and authorised for issuance the Company’s Financial Statements and Management Discussion and Analysis report for the period ended 30 June 2017.

Board Meeting 25 April 2017
2017-04-26
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 25 April 2017:
The Board approved and authorised for issuance the Company’s Financial Statements and Management Discussion and Analysis report for the period ended 31 March 2017.

Initial unapproved, unaudited results for three month period ended 31 March 2017
2017-04-13
The management of the Company is pleased to disclose its initial, unapproved, unaudited results for three month period ended 31 March 2017, as required by the CMA Circular E/2/2016.

For three month period ended 31 March 2017

For three month period ended 31 March 2016

Percentage change

RO

RO

Revenue

18,321,451

17,723,207

3.38%

Cost of sales

(10,431,193)

(9,664,895)

7.93%

Gross profit

7,890,258

8,058,312

-2.09%

Administrative and general expenses

(143,814)

(206,054)

-30.21%

Profit before interest and tax

7,746,444

7,852,258

-1.35%

Finance income

55,001

22,628

143.07%

Finance costs

(3,987,942)

(4,263,512)

-6.46%

Profit before tax

3,813,503

3,611,374

5.60%

Income tax expense (note)

(3,542,121)

(434,532)

715.16%

Profit after tax for the year

271,382

3,176,842

-91.46%

Note: Significant increase in income tax expense is due to one off deferred tax expense impact arising from change of tax law in Oman.

Annual General Meeting Disclosure Statement
2017-03-14
An Annual General Meeting (AGM) of the shareholders of Sembcorp Salalah Power and Water Company SAOG (the “Company”) was held on Tuesday 14 March 2017 at 3:06 p.m. at the Hormuz Grand Hotel, Muscat, Sultanate of Oman. The following resolutions were passed in AGM:

The report of the Board of Directors of the Company for the year ended 31 December 2016 was approved.
The report on Corporate Governance for the financial year ended 31 December 2016 was approved.
The financial statements (Balance Sheet and Profit & Loss Account) of the Company for the financial year ended 31 December 2016 was approved.
A proposed cash dividend of 3.6% of the share capital (equivalent to 3.6 Baizas per share) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 2 April 2017 was approved.
The shareholders authorised the Board of Directors of the Company to approve the payment of an interim dividend up to 10.4% (equivalent to 10.4 Baizas per share) of the issued share capital of the Company, from the audited accounts of the Company for the nine-month period ending September 30, 2017 to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as on 1 November 2017
The sitting fees for the Directors and the Sub-Committees of the Board for an amount of RO 25,750 for the financial year ended 31 December 2016 and the proposed sitting fee for the financial year 2017 was approved.
The Directors’ remuneration of RO 91,000 for the financial year ended 31 December 2016 was approved.
The transactions and contracts entered into by the Company with related parties, for the financial year ended 31 December 2016 were approved.
The proposed transactions and contracts to be entered into by the Company with related parties, for the financial year ending 31 December 2017 were approved.
The donation of RO 34,000 made to support community services during the financial year ended 31 December 2016 was approved.
A budget of RO 42,000 for the financial year 2017 towards charitable expenses was approved.
The criteria to appraise the board of directors’ performance was approved.
The appointment of Moore Stephens as independent third party to evaluate the performance of the Company and their remuneration was approved
The appointment of PriceWaterhouseCoopers as the auditors of the Company for the financial year 2017 and their remuneration was approved.

Extraordinary General Meeting Disclosure Statement
2017-03-14
An Extraordinary General Meeting (EGM) of the shareholders of Sembcorp Salalah Power and Water Company SAOG (the “Company”) was held on Tuesday 14 March 2017 at 3:02 p.m. at the Hormuz Grand Hotel, Muscat, Sultanate of Oman.
The following resolutions were passed in EGM:
The amendment to Article 2 of the Articles of Association approved. The resolution shall result in change of registered office of the Company from Muscat to Salalah.
Amended clauses of the Articles of Association are as follows:
Article 2: The registered office of the Company shall be situated in Salalah, Sultanate of Oman. The Board of Directors may establish other branches, agencies or offices elsewhere within or outside the Sultanate of Oman.

Invitation to Attend the Extraordinary General Meeting and Annual General Meeting
2017-02-26
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is delighted to invite the shareholders of the Company to attend the annual general meeting and extraordinary general meeting to be held at 3.00 p.m. on Tuesday 14 March 2017 at Hormuz Grand Hotel, Muscat, Sultanate of Oman, to discuss the following agenda:
First: Agenda for the Extraordinary General Meeting
1 To approve the amendment to Article 2 of the Articles of Association with respect to change of registered office of the Company.
Second: Agenda for the Annual General Meeting
1 To consider and approve the Report of the Board of Directors for the financial year ended 31 December 2016.
2 To consider and approve the Corporate Governance Report for the financial year ended 31 December 2016.
3 To consider the Auditor’s Report and approve the financial statements (Balance Sheet and Profit and Loss Account) for the financial year ended 31 December 2016.
4 To consider and approve the recommendation to distribute cash dividends at the rate of 3.6% of the capital (being 3.6 baisas per share) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 2 April 2017.
5 To authorize the Board of Directors to approve the payment of an interim dividend of up to 10.4% of the issued share capital of the Company (being 10.4 baisas per share) (from the audited accounts of the Company for the nine-month period ending on 30 September 2017) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 1 November 2017.
6 To consider and ratify the directors’ and committees’ sitting fees received in the previous financial year and determine the sitting fees for the next financial year.
7 To consider and approve directors’ remuneration amounting to RO 91,000 for the financial year ended on 31 December 2016.
8 To consider and ratify the related party transactions entered into during the financial year ended on 31 December 2016.
9 To consider and approve the related party transactions proposed to be entered into during the financial year ending on 31 December 2017.
10 To inform the meeting of the donations made to support community services during the financial year ended on 31 December 2016.
11 To consider and approve a proposal to spend the total sum of RO 42,000 to support community services during the financial year ending on 31 December 2017.
12 To approve the criteria set out to appraise the board of directors’ performance.
13 To appoint an independent third party to evaluate the performance of the directors for the financial year ending on 31 December 2017 and determine their fees.
14 To appoint the auditors of the Company for the financial year ending on 31 December 2017 and determine their fees.

Pursuant to the Articles of Association of the Company, any shareholder has the right to appoint a proxy in writing to attend and vote on decisions taken on his behalf. The proxy should carry the authorised proxy card attached with the notice to attend the general meeting. If the shareholder is a natural person, he is required to attach with the proxy card a copy of ID for adults, passport for females and minors who do not have an ID card, and resident cards or passports for expatriates. If the shareholder is a juristic person, the proxy card shall be signed by an authorised signatory and sealed with the company’s seal and submitted together with a copy of the commercial registration certificate.
All invitees are requested to attend the meetings at least half an hour before the meeting time.
If you have any inquiries kindly contact Tariq Bashir on telephone number 93215022.

Board Meeting
2017-02-20
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 20 February 2017:
1) The Board approved and authorised for issuance the Company’s Financial Statements and annual report for the year 2016;
2) The Board approved the Code of Corporate Governance report for the year 2016;
3) The Board proposed to distribute a final cash dividend of Baizas 3.6 per share (3.6% of issued share capital) to the Shareholders who are registered in the Company Shareholders’ register with Muscat Clearance & Depository Company SAOC on 2 April 2017. The Company has already paid an interim dividend of 10.3 Baizas per share in November 2016. This will give a total dividend of Baizas 13.9 per share for the full year 2016;
4) The Board will seek Shareholders’ authorisation at the Annual General Meeting to approve the payment of an interim dividend not exceeding Baizas 10.4 per share (10.4% of the issued share capital of the Company) for the nine month period ending 30 September 2017; and
5) Subject to Shareholders approval, the Board approved amendment to the Articles of Association associated with change of registered office.

Initial unapproved, unaudited results for the year ended 31 December 2016
2017-01-12 08:00 - 17:00
The management of the Company is pleased to disclose its initial, unapproved, unaudited results for the year ended 31 December 2016, as required by the CMA Circular E/2/2016.

All figures in OMR millions

For the year ended 31 December 2016

For the year ended 31 December 2015

Percentage change

Total revenue

77.545

73.621

5.33%

Total expenses*

(62.916)

(59.977)

4.90%

Net profit after tax

14.629

13.644

7.22%

Change of registered office
2016-11-20
Subject to lenders approval, on 20 November 2016, the Board of Directors of Sembcorp Salalah Power & Water Company (“the Company”) has resolved to change the registered office from Muscat to Salalah in Articles of Association of the Company.
The Company will seek Shareholders’ approval in an EGM to be held in conjunction with the AGM in March 2017.

Board Meeting 25 October 2016
2016-10-26
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 25 October 2016:
a) The Board approved and authorised for issuance the Company’s Financial Statements and Management Report for the period ended 30 September 2016;
b) The Board approved the distribution of an interim cash dividend for 2016 of 10.3% of the Capital (10.3 baizas per share), in accordance with the authorisation given by the Company’s shareholders at its AGM on 15 March 2016 to the Shareholders who are registered in the Company Shareholders’ register with Muscat Clearance & Depository Company SAOC on 1 November 2016;
c) As part of the succession plans for senior executives, the Board has approved the transition plans for the current Chief Executive Officer (CEO) of the Company. An announcement regarding the successor CEO will be made in due course. The change of CEO will be effective from 1 January 2017.

Board Meeting 20 July 2016
2016-07-20
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 20 July 2016:
The Board approved and authorised for issuance the Company’s Financial Statements and Management Discussion and Analysis report for the period ended 30 June 2016.

Appointment of new Chief Executive Officer
2016-07-12
Further to our disclosure made on 26 October 2016, the Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to update the Capital Market Authority, the Muscat Securities Market and the investor community of our decision to appoint Mr Alex Miquel as the Chief Executive Officer and Disclosure Officer of the Company in replacement of Mr Lim Yeow Keong with effect from 1 January 2017.
Mr. Miquel brings 30 years of international technical and management experience in water and power related industries. He began his career at ABB in 1985 working at the Corporate Research Center and the Environmental Technologies Sales Team in Switzerland, where he worked on the development of different membrane technologies for desalination and other applications and on a number of large scale water plant projects. Between 1990 and 1997 Mr. Miquel worked for the German Company OTTO KG, in different management positions related to water and sewage treatment projects. At OTTO Mr. Miquel also lead their expansion into Latin America, managing a number of large scale infrastructure projects in the water and sewage treatment sector. From 1997 to 2011 Mr. Miquel held a number of Senior Management positions at various global companies in Latin America. Mr. Miquel joined Sembcorp in 2011, where he has been in charge of business development for Latin America, playing a key role in a number of water and power projects. Mr. Miquel holds a Master of Science Degree in Chemical Engineering from the Swiss Federal Institute of Technology in Zürich, Switzerland.

Board Meeting 25 April 2016
2016-04-26
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 25 April 2016:
The Board approved and authorised for issuance the Company’s Financial Statements and Management Discussion and Analysis report for the period ended 31 March 2016.

Disclosure of the Board Meeting
2016-03-16
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 15 March 2016:

The Board appointed Mr. Tan Cheng Guan as Chairman;
The Board appointed Mr. Kalat Ghuloom Al Bulooshi as Deputy Chairman;
The Board appointed Mr. Tariq Bashir as Company Secretary and Mr. Lim Yeow Keong as Disclosure Officer of the Company; and
The Board appointed following board members as members of the Audit committee and Nomination and Remuneration Committee.

Committee
Chairman
Members

Audit Committee
Mr. Tariq Al Amri
Mr. Quek Hong Liat and Mr. Ahmed Al Bulushi

Nomination and Remuneration Committee
Mr. Kalat Al-Bulooshi
Mr. Ng Meng Poh and Hassan Al Nassay

Annual General Meeting Disclosure Statement
2016-03-16
An Annual General Meeting (AGM) of the shareholders of Sembcorp Salalah Power and Water Company SAOG (the “Company”) was held on Tuesday 15 March 2016 at 3.30 p.m. at the Hormuz Grand Hotel, Muscat, Sultanate of Oman. The following resolutions were passed in AGM:
1. The report of the Board of Directors of the Company for the year ended 31 December 2015 was approved.
2. The reports on Corporate Governance for the financial year ended 31 December 2015 were approved.
3. The financial statements (Balance Sheet and Profit & Loss Account) of the Company for the financial year ended 31 December 2015 were approved.
4. A proposed cash dividend of 3.5% for the shareholders from the share capital of the Company (equivalent to 3.5 Baizas per share) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 3 April 2016 was approved.
5. The shareholders authorised the Board of Directors of the Company to approve the payment of an interim dividend up to 10.3% (equivalent to 10.3 Baizas per share) of the issued share capital of the Company, from the audited accounts of the Company for the nine-month period ending on September 30, 2016 to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as on 1 November 2016
6. The sitting fees for the Directors and the Sub-Committees of the Board for an amount of RO 19,500 for the financial year ended 31 December 2015 and the proposed sitting fee for the financial year 2016 was approved.
7. The Directors’ remuneration of RO. 100,000 for the financial year ended 31 December 2015 was approved.
8. The transactions and contracts entered into by the Company with related parties, for the year financial year ended 31 December 2015 were approved.
9. The proposed transactions and contracts to be entered into by the Company with related parties, for the year financial year ending 31 December 2016 were approved.
10. The donation of RO 41,160 made to support community services during the financial year ended on 31 December 2015 was approved.
11. A budget of RO. 42,000 for the financial year 2016 towards charitable expenses was approved.
12. The appointment of KPMG as the auditors of the Company at a fee of RO. 9,770 for the financial year 2016 was approved.
13. The Following 9 Members were elected as members of the Board of Directors

Mr. Tan Cheng Guan

Mr. Ng Meng Poh

Mr. Quek Hong Liat

Mr. Hassan Ismail Salman Al Nassay

Mr. Kalat Ghuloon Al Bulooshi

Mr. Tariq Al Amri

Mr. Abdul Amir Saied Mohammed

Mr. Ahmed Ali Sulaiman Al Bulushi

Mr. Khalid Ali Al Hamoodah

Extraordinary General Meeting Disclosure Statement
2016-03-15
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.

Invitation to Attend the Extraordinary General Meeting and Annual General Meeting
2016-02-28
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is delighted to invite the shareholders of the Company to attend the annual general meeting and extraordinary general meeting to be held at 3.00 p.m. on Tuesday 15 March 2016 at Hormuz Grand Hotel, Muscat to discuss the following agenda:

First: Agenda for the Extraordinary General Meeting

1 To approve the amendment of the par value of each share from RO 1 to 100 baisa per share and to amend the Articles of Association accordingly. This resolution shall result in splitting one share into ten shares for the registered shareholders of the Company on the date of the Extraordinary General Meeting that approves this decision, and amending the issued share capital from 95,457,195 shares to 954,571,950 shares and the authorised share capital from 100,000,000 shares to 1,000,000,000 shares.

Second: Agenda for the Annual General Meeting

1 To consider and approve the Report of the Board of Directors for the financial year ended 31 December 2015.

2 To consider and approve the Corporate Governance Report for the financial year ended 31 December 2015.

3 To consider the Auditor’s Report and approve the financial statements (Balance Sheet and Profit and Loss Account) for the financial year ended 31 December 2015.

4 To consider and approve the recommendation to distribute cash dividends at the rate of 3.5% of the capital (being 3.5 baisas per share) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 3 April 2016.

5 To authorize the Board of Directors to approve the payment of an interim dividend of up to 10.3% of the issued share capital of the Company (being 10.3 baisas per share) (from the audited accounts of the Company for the nine-month period ending on 30 September 2016) to shareholders listed in the shareholders’ register maintained by the Muscat Clearing and Depository Company SAOC as at 1 November 2016.

6 To consider and ratify the directors’ and committees’ sitting fees received in the previous financial year and determine the sitting fees for the next financial year.

7 To consider and approve directors’ remuneration amounting to RO 100,000 for the financial year ended on 31 December 2015.

8 To consider and ratify the related party transactions entered into during the financial year ended on 31 December 2015.

9 To consider and approve the related party transactions proposed to be entered into during the financial year ending on 31 December 2016.

10 To inform the meeting of the donations made to support community services during the financial year ended on 31 December 2015.

11 To consider and approve a proposal to spend the total sum of RO 42,000 to support community services during the financial year ending on 31 December 2016.

12 To appoint the auditors of the Company for the financial year ending on 31 December 2016 and determine their fees.

13 To elect a new Board of Directors for the Company composed of nine new members.
Any person who wishes to nominate himself/herself to the Board of Directors should complete a nomination form available from the Company. The nomination form will be sent to any shareholder on request. The completed form should be delivered to the Company at least two working days prior to the Annual General Meeting (no later than Thursday 10 March 2016). The Company will not accept any applications received after this date.

Pursuant to the Articles of Association of the Company, any shareholder has the right to appoint a proxy in writing to attend and vote on decisions taken on his behalf. The proxy should carry the authorised proxy card attached with the notice to attend the general meeting as issued by Muscat Clearing and Depository Company SAOC. If the shareholder is a natural person, he is required to attach with the proxy card a copy of ID for adults, passport for females and minors who do not have an ID card, and resident cards or passports for expatriates. If the shareholder is a juristic person, the proxy card shall be signed by an authorised signatory and sealed with the company’s seal and submitted together with a copy of the commercial registration certificate and authorised signatories form.

All invitees are requested to attend the meetings at least half an hour before the meeting time.

If you have any inquiries kindly contact Tariq Bashir on telephone number 93215022.

Board Meeting
2016-02-16
The Board of Directors of Sembcorp Salalah Power & Water Company SAOG (“the Company”) is pleased to advise the Capital Market Authority, the Muscat Securities Market and the investor community of the following material resolutions made at the meeting of the Board of Directors (the “Board”) held on 15 February 2016:
1) The Board approved and authorised for issuance the Company’s Financial Statements and annual report;
2) The Board approved the Code of Corporate Governance report;
3) The Board proposed to distribute a final cash dividend of 3.5% of issued share capital to the Shareholders who are registered in the Company Shareholders’ register with Muscat Clearance & Depository Company SAOC on 3 April 2016. The Company has already paid an interim dividend of 9.2% in November 2015. This will give a total dividend of 12.7% of the issued share capital for the full year 2015;
4) The Board will seek Shareholders’ authorisation at the Annual General Meeting to approve the payment of an interim dividend not exceeding 10.3% of the issued share capital of the Company for the nine month period ending 30 September 2016; and
5) Subject to Shareholders approval, the Board approved amendment to the Articles of Association associated with share split.

Initial annual unaudited financial results for the year ended 31 December 2015
2016-01-25
SEMBCORP SALALAH POWER & WATER COMPANY SAOG

Statement of profit and loss and other comprehensive income
for the year ended 31 December

Unaudited
2015

Audited
2014

RO

RO

Revenue

73,620,776

62,770,756

Cost of sales

(39,704,971)

(29,186,960)

Gross profit

33,915,805

33,583,796

Administrative and general expenses

(532,616)

(1,059,824)

Other income

1,583

1,683,569

Operating profit

33,384,772

34,207,541

Finance income

90,182

134,307

Finance costs

(17,905,289)

(19,776,946)

Profit before tax

15,569,665

14,564,902

Income tax

(1,872,440)

(1,751,602)

Profit after tax

13,697,225

12,813,300

Other comprehensive income (loss), net of income tax:

Item that are or may be classified to profit or loss

Effective portion of change in fair value of cash flow hedge

2,032,336

(3,263,949)

Total comprehensive income for the year

15,729,561

9,549,351

Earnings per share:

Basic earnings per share

0.14

0.13

The above reported numbers represent initial unaudited financial results and are subject to approval and confirmation by the Company’s Audit Committee and Board of Directors.
