2022-03-10

Invitation to Extraordinary General Meeting (EGM) & Annual General Meeting (AGM)

Invitation to Extraordinary General Meeting (EGM) & Annual Ordinary General Meeting (AOGM)

The Board of Directors of Sohar Power Company SAOG. (hereinafter referred to as the “Company”) is pleased to invite the Shareholders of the Company to the Extraordinary General Meeting & the Annual General Meeting (AOGM) to be held at [3:00] pm on Sunday  27 March  2022 on the Holiday Inn Salwa Ballroom, Muscat, Sultanate of Oman and   through the electronic platform of the General Meetings , which you can access through the Muscat Clearing and Depository website (www.mcd.gov.om), and in the event the quorum requirement for holding the EGM or AOGM has not been met, a second EGM or AOGM  shall be held at [3:00] pm on Thursday  31 March 2022 on the Holiday Inn, Salwa Ballroom, Muscat, Sultanate of Oman and   through the electronic platform of the General Meetings, to consider the following agenda items:

First: Extraordinary General Meeting agenda:

To consider and approve one of the following two options:

Option 1

For the Company to wait until the issuance of the Executive Regulations for Direct Sale of Power by the Authority for Public Services Regulation, study the economic feasibility of entering into agreements for the direct sale of electricity under the upcoming framework, and then convene another EGM for the period does not exceed 30 June 2022 (as per appendix 1)

Option 2

For the Company to commence bankruptcy proceedings in accordance with Article 69 of the Bankruptcy Law” every merchant who has suspended payment of his commercial debts due to the disruption of his commercial business, may submit a petition in bankruptcy. Cessation of payment of the debt shall be a proof on the disruption of the business, unless otherwise is proved. The state of bankruptcy shall only arise upon the issuance of an adjudication of bankruptcy.  Except by the issuance of the said adjudication, the cessation of payments shall have no effect unless otherwise provided by Law”. (as per appendix 1)

Second: Annual Ordinary General Meeting agenda:

1. To consider and approve the Board of Directors’ Report and Financial Position for the Company for the financial year ended 31 December2021.
2. To consider the Board of Directors’ Report on the Corporate Governance Report for the financial year ended 31 December 2021.
3.  To consider the Auditors’ Report and approve the Financial Statements for the year ended   31 December 2021.
4. To consider and note the transactions carried out by the Company with related parties during the financial year ended 31 December 2021 (as in Annexure 2).
5. To consider and approve the transactions that will be carried out by the Company with related parties for the financial year ending 31 December 2022 (as in Annexure 3).
6. To consider and ratify the Board and Committees’ sitting fees paid during the preceding year and specify the Board and Committees sitting fees for the coming year (as in Annexure 4).
7. To notify the meeting with the donation made by the Company on account of corporate social responsibility during the financial year ended 31 December 2021 (as in annexure 5).
8. To consider and approve the proposal to allocate up to OMR 25,000 for Corporate Social Responsibility activities for the financial year ending 31 December 2022
9. To appoint the statutory auditors for the financial year ending 31 December 2022 and approve their remuneration.

According to the Company's Articles of Association and the controls for holding General Meetings using modern technology issued by the capital market authority, we would like to draw your attention to the following:

1. Legal person, exclusively, has the right to delegate a natural person to attend the General Meeting and vote on its behalf through technical means, provided that this natural person has an investor number in MCDC.
2. Voting on any of the agenda items begins no more than three days before the date of the General Meeting until the voting process ends on the day of the General Meeting. If the shareholder’s shares are increased or decreased, the voting process will be canceled, and the shareholder will have to vote again on the day of the General Meeting.

For more information, please contact Mr. Salah Issa al Farsi, the Company's Admin Manager, telephone number (+968)99219419 or email salah.farsi@soharpower.com