19/03/2014 15:23 AST
The Extraordinary Meeting & Annual General Meeting held on Tuesday 18th of March /2014 at City Season Hotel Al khuwair at 5. P.M. The attendance rate amounted to (83.551 %) percent of the total numbers of present shares and discussed the following agenda: Attendees:
1- Sheikh Aimen bin Ahmed Bin Sultan Alhosni .. Chairman 2- Sheikh Abdulla Bin Suleiman Bin Hamad Al Harthy .. Vice chairman 3- Sheikh Ali Bin Abdulla Bin Ali Alkalli ....... Member 4- Mr. Mohamed Bin Hamad Bin Mohamed Al Harthy Member 5- Mr. Ahmed Bin Ali Bin Suleiman Al Blushi 6- Mr. Ahmed Bin Mohamed Bin Rashed AL Sinani Absent: 1- Mr. Qias Bin Mahmoud Abdulla Al Khongi - Attend the meeting the Representative of Capital Market Authority Mr. Abdullah Bin Hilal Alsiyabi - External Auditor The Charmin Sheikh Aimen Bin Ahamed Bin Sultan Alhosni welcomed the audiences who attend the meeting, and suggested to appoint the legal advisor of the company as secretary of the meeting and it's approved unanimously by the meeting. Firstly: the agenda for Extraordinary General Meeting 1- Approval of addition of new activities and amend the Article of Association accordingly (attached). 1- The chairman read the proposal to the meeting and was approved unanimously. Secondly: The Agenda for Annual General Meeting: The Chairman propose to appoint the legal advisor of the company Abahser M Eglalal Secretary for the meeting. The meeting was approved unanimously Item (1) - Study the report of Directors' for the Fiscal Year ended 31st December 2013 and Approval. - The item approved unanimously. Item (2) - Study the Corporate Governance Report for the fiscal year ended 31st December 2013 and Approval. - The item approved unanimously Item (3) - Study the Auditors' Report, including, Balance Sheet and Profit & loss Account for the Fiscal Year ended 31st December 2013. -The item approved unanimously. Item (4) -Study proposed cash dividend to shareholders by (15 %) of the issued capital equivalent (15 Biases per share) However the representative of Zawayi Groups of companies expressed a note about the needs of increase the dividend that distributed to the shareholders. The chairman of the meeting has mentioned that the Board and executive management will take care to be developed in next year and decline of percentage of profit it was due to the increase of the capital -The item approved unanimously. Item (5) - Approval of sitting fees of the BOD and Its Committees for the previous financial year, and recommended sitting fees for the next year (enclosed). -The item approved unanimously. Item (6) -Approval of Directors' Remuneration for the financial Year ended on 31st December 2013 amount of R.O (27,345) -The item approved unanimously. Item (7) - Inform the AGM with the Related Parties Transactions executed in the financial year ended 31st December 2013 (enclosed). -The item approved unanimously. Item (8) A -Allocate the sum of R O (15,000) to support the community and charity organizations during 2014 & approval. -The item approved unanimously. Item (8) B - Inform the AGM with the Amounts donated to charity organizations in the financial year ended 31st December 2013 (enclosed). ¬¬¬¬ -The item approved unanimously. Item (9) -Appointments of External Auditors for the financial year ending on 31st December 2014 annual fees amount of OMR (8,500). -The item approved unanimously. Audit Firm Quarterly Review (OMR) Annual Audit ( OMR) Corporate Governance Translation and After Charges Total Ernest & Young 7,500 9,000 16,500 Moore Stephens 18,000 9,000 500 27,500 PWC 8,100 8,125 875 17,100 KPMG 12,000 8,100 500 1,345 21,945 Deloitte 9,000 14,000 900 23,900 The Board recommended appointing Ms. Price Water House Coopers as ONEIC 2014 Eternal Auditors due to their vast audit and accounting experience and their relevant knowledge about ONEIC field of business and negotiated for annual fees Nine thousands Omani Rial (9,000) OMR. -The item approved unanimously. The chairman of the meeting note
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