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Invitation to Attend the Extraordinary General Meeting and Annual General Meeting
February 26, 2017
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.