General Meeting

The General Meeting is opened by the Supervisory Board Chairperson or, in his/her absence, the following persons shall be authorised to open the General Meeting in the following order: a person named by the Supervisory Board Chairperson, the Supervisory Board Deputy Chairperson, the President of the Management Board, a person appointed by the Management Board or the shareholder who has registered shares at the General Meeting entitling him/her to exercise the largest number of votes. Subsequently, the Chairperson of the General Meeting is elected from among the persons authorised to participate in the General Meeting.

Resolutions of the General Meeting are adopted by an absolute majority of votes, unless the Articles of Association or the Commercial Companies Code set forth other conditions for adopting a particular resolution.

A General Meeting may be held if at least 50% of share capital is represented at the General Meeting. Any adjournments in the meeting that go beyond a “short technical break” are ordered by the General Meeting by way of adopting a resolution by a majority of two thirds of the votes. The total duration of the breaks may not exceed 30 days.

Each shareholder who intends to take part in the General Meeting, directly or by proxy, is obligated to notify the Management Board or the General Meeting Chairperson that he/she holds directly or indirectly more than 10% of total votes in JSW.

Decisions regarding the use of electronic communications for the General Meeting are made by the Supervisory Board. The course of the General Meeting is registered in an audio-visual system and broadcast online and its electronic recording is published on JSW’s website.

1. examining and approving the Management Board report on the Company’s operations and its financial statements for the previous financial year and granting a discharge to the members of the Company’s governing bodies on performance of their duties,
2. distributing profits or covering losses,
3. changing the Company’s line of business,
4. amending the Company’s Articles of Association,
5. increasing or decreasing share capital,
6. authorising the Management Board to purchase the Company’s own shares for retirement and specifying the manner and conditions for retiring stock,
7. merging, splitting up or transforming the Company,
8. dissolving or liquidating the Company,
9. appointing or dismissing Supervisory Board members,
10. setting remuneration for Supervisory Board members,
11. allowing the Company to enter into a loan agreement, surety agreement or another similar agreement with a Management Board member, Supervisory Board member, commercial proxy or liquidator or in favour of any such person,
12. allowing a subsidiary to enter into a loan agreement, surety agreement or another similar agreement with a Management Board member, Supervisory Board member, commercial proxy or liquidator or in favour of any such person,
13. issuing bonds,
14. selling or leasing an enterprise or an organised part thereof and establishing a limited right in rem thereon,
15. making decisions on claims to remedy damages incurred during establishment of the Company or in its management or oversight,
16. establishing or dissolving the Company’s capitals and funds.

A Shareholder or Shareholders representing at least one-twentieth of share capital may request that specific items be placed on the agenda of the upcoming General Meeting. The request should be submitted to the Management Board no later than twenty one days before the General Meeting date. The request should contain justification or draft resolution pertaining to the proposed item on the agenda. The Management Board is obligated to announce changes to the agenda made at the request of Shareholders immediately, but no later than eighteen days before the General Meeting date. Announcement is done following the same procedure as for convening a General Meeting.

A Shareholder or Shareholders representing at least one-twentieth of share capital may submit to JSW – before the General Meeting date – draft resolutions concerning items on the General Meeting agenda or items that will be included on the agenda. JSW will immediately post the draft resolutions on its website.

Every Shareholder may, during a General Meeting, submit draft resolutions on matters included on the agenda. Draft resolutions and motions submitted during a General Meeting should be prepared in writing.

A Shareholder has the right to request copies of motions concerning items on the agenda within one week prior to the General Meeting date.

Persons who are the Company’s Shareholders sixteen days before the General Meeting date (date of registration of participation in a General Meeting – record date) and who satisfy the following conditions have the right to participate in the General Meeting:

• in the case of persons authorised on the basis of dematerialised bearer shares – they submitted to the entity keeping the securities account, no earlier than after the announcement on convening the General Meeting and no later than on the first business day after the record date, a request to issue a name-specific certificate on the right to participate in the General Meeting,
• in case of persons authorised on the basis of bearer shares in the form of a certificate – they submitted the share certificates to the Company no later than on the record date and did not collect them before closing of that day. Certificates attesting that shares have been deposited with a notary, bank or investment firm having its place of business or branch in the territory of the European Union or a state which is party to the European Economic Area agreement specified in the notice on convening the General Meeting, may be deposited in lieu of shares. Such certificate should specify share certificate numbers and contain a statement that the share certificates will not be released before closing of the record date,
• in the case of persons authorised on the basis of registered shares and interim certificates as well as pledgees and users who have the right to vote – they are entered in the share register on the record date.

Shareholders may examine the list of persons authorised to participate in the General Meeting, which will be displayed in the Management Board’s office for three business days preceding the date of the General Meeting, and may demand a copy of the list at their own expense. Moreover, each Shareholder may request the list of authorised shareholders to be sent by email free of charge, specifying an address to which the list should be sent.

The General Meeting may appoint an Election Committee consisting of up to three persons.

At the request of Shareholders representing at least one-tenth of share capital represented at a General Meeting, the Attendance List should be checked by a committee elected for this purpose and composed of at least three people. The persons filing such motion will have the right to elect one member of that committee.

Each participant of a General Meeting may submit one candidate to become the General Meeting Chairperson. Election is carried out with the participation of candidates who gave their consent for being candidates.

A Shareholder has the right to vote in a different manner under each share held. Votes are cast in an open ballot. Secret balloting is ordered for elections, dismissals, in personal matters and on the motions to charge Members of governing bodies or liquidators with accountability. Secret balloting should be also ordered at the request of at least one Shareholder in attendance.

A Shareholder may vote as a proxy when adopting resolutions concerning him/her, as mentioned in art. 413 § 1 of the Commercial Companies Code.