The Board of Directors of Al Batinah Power Company SAOG (the “Company”) has the pleasure to invite the respected shareholders to attend the Ordinary Annual General Meeting (“AGM”) of the Company to be held on Wednesday, 20 March 2019 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 2018.
- To consider and approve the Corporate Governance Report for the financial year ended 31 December 2018.
- To consider the Auditors’ Report and to approve the financial statements (balance sheet and income statement) for the financial year ended 31 December 2018.
- To notify the General Meeting of the related party transactions during the financial year ended 31 December 2018, as set out in Annexure (1).
- To authorize the Board of Directors’ to determine and distribute cash dividends to the Shareholders of the Company in June 2019 and December 2019 out of the retained earnings as per the audited financial statements for the financial year ended 31 December 2018, provided that the aggregate amount shall not exceed 9% of the paid up share capital of the Company (i.e., 9 Baizas per share).
- To ratify the sitting fees paid to directors for the Board meetings, Audit Committee meetings, and Nomination & Remuneration Committee meetings held during the financial year ended 31 December 2018; and determine the proposed sitting fees payable to directors for Board meetings, Audit Committee meetings, and Nomination & Remuneration Committee meetings for the financial year ending 31 December 2019, as set out in Annexure (2).
- To consider and approve the distribution of the proposed remuneration for the Board members of a sum of RO 15,200 for the financial year ended 31 December 2018, as set out in Annexure (3).
- To notify the General Meeting of the donations made by the Company on the account of corporate social responsibility during the financial year ended 31 December 2018 as per Annexure (4).
- To consider and approve the allocation of an amount of RO 25,000 during the financial year ending 31 December 2019 as corporate social responsibility initiative.
- To elect the new Board members from amongst the shareholders or non-shareholders.
- To approve the report for the performance appraisal of the Board of Directors carried out during year 2018 as per section “Appraisal for the performance of the Board” in Corporate Governance Report.
- To agree to conduct performance appraisal of the newly elected Board of Directors once during its 3 years’ term. The criteria and appointment of an independent consultant for carrying out the appraisal for performance of the board of directors shall be approved during the AGM for the financial year ending 31st December 2019.
- To appoint Statutory Auditors for the financial year ending 31 December 2019 and determine their remuneration.
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 Sunday, 17th of March 2019 shall not be accepted.
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. Mitsuo Nakamoto on telephone no.(+968)24393300.