2024-09-19

Notice and invitation to attend the Extraordinary General Meeting and Ordinary General Meeting

The Board of Directors of SOHAR POWER SAOG (the “Company”) has the pleasure of inviting the shareholders to attend the Extra Ordinary General Meeting & Ordinary General Meeting, which will be held on Thursday at 03:00 PM on 03/10/2024, via the electronic platform which can be accessed through the website of Muscat Clearing & Depository Company (www.mcd.om). If the quorum requirement for holding the General Meeting is not fulfilled, a second Extra Ordinary General Meeting & Ordinary General Meeting shall be held on Sunday at 03:00 PM on 06/10/2024, via the electronic platform which can be accessed through the website of Muscat Clearing & Depository Company (www.mcd.om) to discuss the following agenda:

 

First: Extraordinary General Meeting (EGM)

1. To consider and approve the withdrawal of the Company's bankruptcy application at the Primary court and authorise the Board of Directors of the Company to enter into agreements related to loan restructuring on behalf of the Company and to do all other acts, sign all documents and file and register any documents with any relevant authority, and obtain consents and approvals on behalf of the Company and the Shareholders which may be deemed appropriate or necessary in connection with the loan restructuring (as per annexure no. 1).

2. To consider and approve the sale or other disposal of the desalination part of the Company's assets (the Desalination Plant), whether or not exceeding 25% of the net value of the assets of the Company and to any person or persons and whether as a whole or separate sales to different persons) (Desalination Asset Sale) and authorise the Board of Directors to take the necessary steps to complete the Desalination Asset Sale (as per annexure no. 2).

3. To consider and approve the restructuring of the share capital to extinguish part of the Company’s accumulated losses as shown in the financial accounts for the period ended on 30 June 2024 as the following actions and authorize the Board of directors to take all required actions (as per annexure no. 3)

a. reduction of the paid-up capital from RO 22,101,000 (twenty-two million one hundred one thousand Omani Rials) to RO 2,000,000 (two million Omani Rials) (Capital Reduction) to write off part of the Company's accumulated losses and authorise the Board of Directors to take the necessary action.

b. reduction of the legal reserve of the company from 4.4 million to 0.7 million provided it is a third of the paid-up capital of the company after the Capital Reduction is made, to extinguish part of the accumulated losses and authorise the Board of Directors to take the necessary action.

4. Amend the Company’s Articles of Association (as per Annexure no. 4).

 

Second: Ordinary General Meeting (OGM)

1. To authorise the board of directors of the Company entering into the  Power Purchase Agreement (PPA) for the current power station with Nama Power and Water Procurement Company SAOC (“Nama PWP”) and to authorise the Board of Directors (on behalf of the Company) to do all other acts, sign all documents and file and register any documents with any relevant authority, to undertake Asset Restoration in accordance with the expected revenues from the PPA and obtain consents and approvals on behalf of the Company which may be deemed appropriate or necessary in connection with the new agreement.

2. To consider and approve the proposal to enter into a related party transaction in accordance with the information set out in attachment no. 5 and to authorise the executive management to undertake all necessary steps to implement this transaction.

3. To appoint the statutory auditors for the financial year ending 31 December 2024 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 further information please contact on telephone No 99219419 or email: salah.farsi@soharpower.com

 

    Chairman                                          Legal Advisor                                     External Auditor

MIKLOS GIORGY I ALMASY       Dentons & Co (Oman Branch)         Baker Tilly MKM (Oman) LLC