JSW’s capital and ownership structure
As at the last day of the reporting period, and as at the preparation and publication date hereof, the Parent Company’s share capital amounted to PLN 587,057,980.00 and was divided into 117,411,596 ordinary shares with a nominal value of PLN 5.00 each, comprising: 99,524,020 series A shares, 9,325,580 series B shares, 2,157,886 series C shares and 6,404,110 series D shares. The total number of votes attached to all the shares issued by JSW corresponds to 117,411,596 votes at the JSW Shareholder Meeting.
The Parent Company does not have a detailed breakdown of the shareholding structure as at the last day of the reporting period and as at the date of preparation and publication hereof. In the reporting period, JSW did not receive any information about exceeding the percentage thresholds of the total number of votes specified in Article 69 Section 1 of the Act on Public Offerings and the Conditions for Floating Financial Instruments in an Organized Trading System and on Public Companies. According to the most recent statutory notice from 2012, received from a shareholder holding directly or indirectly through subsidiaries at least 5% of the total number of votes at the JSW Shareholder Meeting (Current Report No. 40/2012 of 30 November 2012), JSW’s ownership structure is as follows:
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Shareholder structure*
SHAREHOLDER NUMBER OF SHARES NUMBER OF VOTES AT THE SHAREHOLDER MEETING PERCENTAGE OF SHARE CAPITAL PERCENTAGE OF TOTAL VOTES AT THE SHAREHOLDER MEETING State Treasury 64775.5 64775.5 55.2% 55.2% Other shareholders 52636.1 52636.1 44.8% 44.8% Total 117411.6 117411.6 100.0% 100.0% * According to Current Report No. 3/2018 of 18 January 2018, the shareholder with at least 5% of votes at the Extraordinary Shareholder Meeting held on 18 January 2018 was the State Treasury with 64,389,722 votes, constituting 54.84% of the total number of votes.
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Holders of securities with special rights of control
The Parent Company has not issued securities that would give special rights of control over JSW.
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Restrictions regarding the exercise of voting rights
Restrictions regarding the exercise of voting rights are described in detail in § 9 of Parent Company’s Articles of Association, available at www.jsw.pl. The restrictions set forth in JSW’s Articles of Association have been worded as follows:
- Voting rights of the shareholders holding above 10% of all the votes in the Company are restricted in such a manner that no such shareholder may exercise more than 10% of all the votes at the Company’s Shareholder Meeting.
- The restriction of the voting rights referred to in section 1 above does not apply to the State Treasury and the State Treasury subsidiaries in the period in which the State Treasury, together with the State Treasury subsidiaries, holds a number of the Company’s shares authorizing it to exercise at least 34% plus one vote in all the votes in the Company.
- The votes held by shareholders linked by a controlling or subsidiary relationship (Shareholder Group) shall be cumulative; if the cumulative number of votes exceeds 10% of all the votes in the Company, it shall be reduced.
- Within the meaning of § 9 item 4 of JSW’s Articles of Association, a shareholder is any person, including its parent company and subsidiary, which holds a direct or indirect voting right at the Shareholder Meeting under any legal title; this also applies to a person holding no shares in the Company, in particular a user, pledgee, beneficiary under a depositary receipt within the meaning of the Act of 29 July 2005 on Trading Financial Instruments, and a person authorized to take part in the Shareholder Meeting despite selling the shares after the date when the right to participate in the Shareholder Meeting was determined.
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The parent company and the subsidiary shall mean, respectively, a person:
- remaining in a controlling or subsidiary relationship within the meaning of the Commercial Company Code,
- having the status of a controlling company, subsidiary company or a simultaneously controlling company and subsidiary company, within the meaning of the Act on Competition and Consumer Protection of 16 February 2007, or
- having the status of a controlling entity, controlling entity of a higher level, subsidiary entity, subsidiary entity of a lower level, or having simultaneously the status of a controlling entity (including controlling entity of a higher level) entity and subsidiary entity (including subsidiary of a lower level and co-subsidiary) within the meaning of the Accountancy Act of 29 September 1994, or
- who exerts (controlling entity) or is subject to (subsidiary entity) decisive influence within the meaning of the Act of 22 September 2006 on Transparency of Financial Relations between Public Authorities and Public Enterprises and Financial Transparency of Certain Enterprises, or
- whose votes following from the Company’s shares, held directly or indirectly, are cumulative with the votes of another person or other persons on the principles set forth in the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies, in connection with holding, selling or acquiring significant stakes of the Company’s shares.
- Vote accumulation involves adding up the number of votes held by individual shareholders from a Shareholder Group.
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Reduction of votes involves reduction of the total number of votes in the Company at the Shareholder Meeting vested in the shareholders from a Group of Shareholders, to the level of 10% of total votes in the Company. Reduction of votes is effected according to the following principles:
- the number of votes of the shareholder holding the biggest number of votes in the Company from among all shareholders from the Shareholder Group is reduced by the number of votes equal to the surplus above 10% of all the votes in the Company vested jointly in all shareholders from the Shareholder Group,
- if despite the reduction referred to in item 1) above the total number of votes at the Shareholder Meeting vested in the shareholders from a Shareholder Group exceeds 10% of total votes in the Company, further reduction of votes held by other shareholders from the Shareholder Group shall be carried out. Further reduction of votes of individual shareholders shall take place in the order determined on the basis of the number of votes held by individual shareholders in the Group of Shareholders (from the biggest to the smallest). Further reduction is carried out until the total number of votes held by shareholders from the Shareholder Group does not exceed 10% of total number of votes in the Company,
- in each case a shareholder whose voting right has been reduced, retains the right to exercise at least one vote,
- the reduction of the voting rights pertains also to shareholders who are not present at the Shareholder Meeting.
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Restrictions on the transfer of ownership title to securities
Restrictions on the transfer of ownership title to securities in the Parent Company follow from the laws in force, including the Act on Rules for Managing State Property. Until the date of registering amendments to the JSW Articles of Association, i.e. 26 October 2017, § 8 of the Articles of Association had stated that disposal of 50% + 1 shares by the State Treasury may be effected only with the consent of the Council of Ministers. Disposal of shares without such consent shall be invalid. In accordance with the present regulations in § 8 of the JSW Articles of Association, shares held by the State Treasury may not be disposed of or donated to any local government entities or any union of local government entities.