The board of directors of the United Power Company (SAOG), (referred to hereinafter as the "the company") has the honor to invite all shareholders to attend the extraordinary meeting for the general assembly and the annual ordinary general assembly meeting for the company's shareholders scheduled to be held at 5:00 p.m. on March 22, 2015 at the Nizwa and Bahla Hall at Muscat Intercontinental Hotel in Muscat to discuss the following meeting agendas:

First: The meeting agenda for the extraordinary general assembly meeting:

1. To approve the reduction of the capital of the company from Five Million Omani Riyals (O.R. 5,000,000) to Two Million Omani Riyals (O.R. 2,000,000) and to authorize the board of directors to act accordingly. (as per the first explanatory bulletin).

2. To approve the reduction of the legal reserve of the company to a third of the issued capital after reduction in accordance with the above article and to authorize the board of directors to act accordingly. (as per the second explanatory bulletin).

3. To amend the company's articles of association (as attached).

4. To authorize the board of directors to dispose of the remaining fractions of the shares resulting from the reduction by the distribution thereof in favor of charity societies through the Muscat Clearance and Depository Company (SAOG).

Second: The Agenda for the Ordinary Annual General Assembly Meeting:

1. To consider and approve the Board of Director’s report for the financial year ended 31 December 2014.
2. To consider and approve the Corporate Governance Report for the financial year ended 31 December 2014.
3. To consider and approve the Auditors’ Report and approval of the financial statements (balance sheet and profit and loss account) for the financial year ended 31 December 2014.
4. To bring to the attention of the shareholders the transactions and contracts entered into with the related parties during the financial year ended 31 December 2014.
5. To consider the proposed transactions and contracts with related parties during the financial year ending 31 December 2015, as per details enclosed.
6. To approve the Board of Directors’ recommendation to distribute final cash dividends for the financial year ended 31 December 2014 as follows:

   - Holders of ordinary shares at 30% of the nominal value (300 Baisa per share).

   - Holders of preference shares at 32.8% of the nominal value (328 Baisa per share)

7. To ratify the sitting fees paid to Board of Directors for the Board meetings and Audit Committee meetings held during the financial year ended on 31 December 2014 and determining the proposed fees payable for such meetings for the financial year ending 31 December 2015, as per details enclosed.

8. To approve the Directors’ remuneration of RO 56,800 for the financial year ended on 31 December 2014.
9. Electing three members to fill the three vacant seats in the board of directors (from among the shareholders and non-shareholders). Those who are willing to be nominated for the membership of the board of directors may fill the designated candidacy application form and to hand over the same to the company at least two business days before the date of the annual ordinary general assembly meeting (no later than Tuesday, March 17, 2015).  The company shall not accept any application form submitted after the said date.  If both candidates are from among shareholders, then the provision of the articles of association stipulating that they shall hold Two Hundred and Fifty Thousand shares (250,000) as at the date of the general assembly meeting shall apply.
10. To approve the appointment of Statutory Auditors for the financial year ending 31 December 2015 and fixing their fees. 

Pursuant to the articles of association, each shareholder may authorize another person, who is not required to be a shareholder, pursuant to a written authorization to represent the shareholder in the two general assembly meetings and to vote on the resolutions passed thereby.

It is worth mentioning that in accordance with the administrative resolution No. KH/51/2010 rendered by the Capital Market Authority, the authorization to attend the extraordinary general assembly meeting and the annual ordinary and general assembly meeting and to vote on the resolutions passed thereby shall be pursuant to the authorization card attached to the invitation. If the authorized person is a natural person, then the ID card shall be attached with the authorization card for adults and passports shall be attached to the authorization cards for women and minors who do not carry an ID card, while expatriate cards or passports shall be attached for non-Omanis. If the authorization is issued to a legal personality, then the authorization card shall be signed by an authorized signatory and the same shall be sealed with the company common seal and attached to a copy of the commercial registration certificate and a specimen of the signature.

Kindly make sure to be present at least half an hour before the scheduled time for holding the two meetings in order to avoid any delays.

For more information, kindly contact Mr. Jamal Bin Saleh Al Bloushi, the Administration Manager at the company on Tel: 24400600.