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Invitation to attend the Extraordinary General Meeting & Ordinary Annual General Meeting

The Board of Directors of National Finance Co. SAOG (the “Company”) are pleased to invite the shareholders for the company’s Extraordinary General Meeting (EGM) and the Annual General Meeting (AGM) to be held at 3.00 p.m. on Thursday, 4 June 2020, through the electronic platform for holding General Meetings, which can be accessed through Muscat Clearing and Depository Company (“MCDC”) website (www.mcd.gov.om). In the event that the quorum for the first EGM and/or AGM is not met, Wednesday, the 10th June 2020, at 3.00 p.m. will be the date of the second EGM and/or AGM, through the aforesaid electronic platform to consider the following agenda:

First: The Extraordinary General Meeting:

  1. To consider and approve the proposal to amend the Company’s Articles of Association to comply with the provisions of the new Commercial Companies Law issued by Sultani Decree No. 18 of 2019 as per (Annexure ‘1’).

Second: The Annual Ordinary General Meeting:

  1. To consider and approve the report of the Board of Directors’ on Company’s activity and its financial position for the financial year ended 31st December 2019.
  2. To consider and approve the report of the Board of Directors’ on corporate governance for the financial year ended 31st December 2019.
  3. To consider the statutory auditors’ report and to approve the financial statements and the profit and loss account for the financial year ended 31st December 2019.
  4. To ratify the distribution of cash dividend to the shareholders paid as of 30 March 2020, at the rate of 11.08 baizas for each share.
  5. To approve the sitting fees paid to Directors’ for attending meetings of the Board and sub committees for the previous financial year and to determine the Directors’ sitting fees for the upcoming financial year, as per (Annexure ‘2’).
  6. To consider and approve the proposed Directors Remuneration of RO 140,000 for the financial year ended on 31st December 2019.
  7. To consider the transactions carried out with related parties during the financial year ended 31st December 2019 (Annexure ‘3’).
  8. To inform the Shareholders of the amounts paid towards social responsibility activities during the year ended 31st December 2019, as per (Annexure ‘4’).
  9. To consider the allocation of an amount of RO 100,000 for Corporate Social Responsibility for the financial year ending 31st December 2020
  10. To ratify the donation made during this year to contribute in the efforts to combat Corona virus (Covid 19) for an amount of (RO 175,000) (Annexure 5).
  11. To appoint statutory auditors for the financial year ending 31st December 2020 and determine their fees.
  12. To elect the Board of Directors for a new term of office (from the shareholders and/or non-shareholders). Any person wishing to be elected to the Board of Directors may fill out the nomination form that can be obtained from the company’s head office.  The completed form should be delivered to the company’s head office at least 5 days prior to the Annual Ordinary General Meeting, not later than Thursday 28th May 2020.

Pursuant to the Company’s articles of association and General Meeting regulations, through modern technology means issued by the Capital Market Authority, we would like to draw your attention to the following:

    1. A juristic person, exclusively, has the right to authorize 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 items on the agenda begins no more than three days before the date set for the Meeting until the end of the voting process on the day of the Meeting, and in the event that the shareholder’s balance is increased or decreased, the voting process will be invalid, and he must re-vote again on the day of the Meeting.

Any questions relating to this Notice should be addressed to Mr. R. Panneerselvam (Telephone No. +968 24470000/24470102 or email: r.panneerselvam@nationalfinance.co.om)

Chairman                                        Auditors                                        Legal Advisors