Management Board Report on the activity of the JSW S.A. Capital Group for 2012

4.10. Events materially affecting the Group’s operations

Other events affecting the Group’s operations which occurred during the financial year

In the course of 2012 the following material events affecting the Group’s operations occurred:

• Changes to the composition of the Management Board and the Supervisory Board of the Parent Company have been described in Item 5.11 of this report.
• On 17 January 2012, the Management Board of JSW S.A., acting pursuant to § 12 sec. 4 item 2 of the Articles of Association of JSW S.A. adopted a resolution to award powers of a joint general proxy to Mr. Krzysztof Sędzikowski authorizing him to submit statements of will and sign documents on behalf of JSW S.A. jointly with a Management Board member, effective as of 17 January 2012. The general proxy was revoked by a JSW S.A. Management Board decision as of 24 July 2012.
• The JSW S.A. Management Board, with reference to Current Report no. 27/2011 of 13 September 2011, on the basis of the Constitutional Tribunal ruling announced on 13 September 2011 in the matter of the Local Tax and Fee Act of 12 January 1991, informed in Reports no. 3/2012 and no. 8/2012 that on 10 January 2012) it made a decision to release most of the reserves for disputable property tax on underground workings and recognize the amounts paid by JSW S.A. as receivables from townships, after making a revaluation charge. Pertinent postings were made in December 2011, and detailed information was presented in the financial statements for 2011.
• On 18 January 2012, the JSW S.A. Management Board (Current Report no. 7/2012) published the dates of publication of periodic reports in the financial year 2012 and a representation on the intention of regular provision of consolidated quarterly reports.
• On 24 January 2012 (Current Report no. 10/2012), in connection with final settlement of the costs associated with the completed offering, the JSW S.A. Management Board supplement information regarding the IPO of JSW S.A.’s shares presented in Current Report no. 17/2011 of 15 July 2011. The total amount of the costs incurred in connection with the offering amounts to PLN 13,774,727.70. The above costs constitute the costs of the period and are charged to the financial result of the period. The cost of IPO per share amounted to PLN 0.35. The above amount does not take into account the costs incurred by the State Treasury.
• On 11 April 2012, in the Current Report no. 23/2012, the Management Board submitted a recommendation regarding the distribution of the JSW S.A. net profit for the financial year ended 31 December 2011. The final decision regarding the distribution of the net profit for the financial year 2011 was made by the Ordinary Shareholder Meeting of JSW S.A. on 31 May 2012 which was described in Item 1.4.4.
• On 31 May 2012, the Ordinary Shareholder Meeting of JSW S.A. adopted resolutions to approve the financial statements and the Management Board report on the activity of JSW S.A. and the consolidated financial statements and Management Board report on the activity of the Group and to grant a discharge to JSW S.A. Management Board and Supervisory Board members on the performance of their duties in the financial year 2011, changes to other reserve capital and reserve capital of JSW S.A., reduction of the revaluation capital and increase of the JSW S.A. reserve capital, appointment of members to the JSW S.A. Supervisory Board for the new term and adoption of the consolidated text of the JSW S.A. Articles of Association.
• On 20 June 2012, the JSW S.A. Management Board announced a change in the date of publication of the consolidated report for H1 2012 and a decision to publish the report on 17 August 2012 (Current Report No. 35/2012). Originally, according to information presented in Current Report No. 7/2012 of 18 January 2012, the date of publication of the report was set at 31 August 2012.
• On 31 July 2012, the Management Board of JSW S.A. adopted a resolution to increase the share capital of PGWiR by PLN 8.3 million by way of JSW S.A. subscribing to 831,729 new series C shares in the increased share capital of PGWiR with a par value of PLN 10.00 at the price of PLN 32.62 per share, where the share premium account of PLN 22.62 per share and the total amount of PLN 18.8 million is to be credited to the reserve capital of PGWiR. On 29 August 2012, the JSW S.A. Supervisory Board approved the subscription by JSW S.A., in exchange for provided in-kind contribution, of 831,729 new series C shares in the increased share capital of PGWiR. All the shares in the increased share capital were acquired by JSW S.A. in a private subscription procedure. The increased share capital was covered by an in-kind contribution of JSW's assets with a market value of PLN 27.1 million and a cash contribution of PLN 3.98. On 22 February 2013, JSW S.A. and PGWiR signed an agreement transferring the ownership title to property, perpetual usufruct right to land and the ownership title to buildings and equipment and other property, plant and equipment. On 25 February 2013, an agreement was signed under which JSW S.A. subscribed to 831,729 series C shares of PGWiR with a par value of PLN 10.00 each.
• On 24 August 2012, the JSW S.A. Management Board announced a change in the date of publication of the consolidated report for Q3 2012 and a decision to publish the report on 8 November 2012 (Current Report No. 38/2012). Originally, according to information presented in Current Report No. 7/2012 of 18 January 2012, the date of publication of the report was set at 14 November 2012.
• On 18 December 2012, the Management Board of JSW S.A. adopted a resolution to increase the share capital of Spółka Energetyczna Jastrzębie S.A. by PLN 2.6 million by way of JSW S.A. subscribing to 25,986 new shares in the increased share capital of SEJ with a par value of PLN 100.00 each. The increased capital will be covered by an in-kind contribution of JSW S.A.'s assets with the market value of PLN 2.6 million and a cash contribution of PLN 83.00 to equalize the difference between the par value of the subscribed shares and the value of the contribution-in-kind. The share capital will be increased on the condition that the Supervisory Board of JSW S.A. specifies the manner in which JSW S.A. exercises its voting right derived from the shares at the Shareholder Meeting of SEJ.
• Business combinations – detailed information concerning the Group’s equity investments made in the financial year has been included in Item 1.1.3.
• The Parent Company is a partner of the educational campaign entitled “Citizen Shareholders. Invest Knowingly” aimed at building public confidence in the capital market and increasing the involvement of individual investors in the Warsaw Stock Exchange.
• The Parent Company was recognized in prestigious rankings: the Financial Times placed JSW S.A. in the top 500 most expensive European companies and the Rzeczpospolita daily placed JSW S.A. higher in its ranking of the 500 largest companies in Central and Eastern Europe.

Events taking place after the final day of the reporting period

After the end of the reporting period until the date of preparing these financial statements, the following material events affecting the Group’s operations occurred:

• In 2012, JSW S.A. met the restrictive criteria and was admitted to the prestigious community of companies included in the RESPECT Index and it remains in the index as at the date of this report. This confirms the highest standards of information governance provided by JSW S.A. This prestigious index includes companies managed in a sustainable and socially responsible manner and very attractive as an investment.
• In January 2013, the JSW S.A. Management Board adopted the Corporate Social Responsibility Strategy for 2013-2015, which is aligned with the Company's business strategy. The document was developed by the interdisciplinary CSR Team appointed in JSW S.A. by the President of the Management Board.
• On 22 January 2013, the Management Board of the Parent Company gave its consent to launch actions aimed at admitting JSW S.A. employee shares into public trading on the regulated market. The date 7 July 2013 marks the end of the statutory ban on the trading of JSW S.A. employee shares. Pursuant to Article 7 of the Act of 29 July 2005 on Public Offering and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies, admission of those shares in the public trading system requires JSW S.A. to prepare a new prospectus.
• On 26 February 2013, the JSW S.A. Supervisory Board adopted resolutions on: the organization of elections of a JSW S.A. Management Board member by employees for the 8th term and a qualification procedure for the positions of the President and Vice-Presidents of the JSW S.A. Management Board for the 8th term of office.

According to our best knowledge, after the date ending the reporting period, apart from the events listed in this report and the events described in the consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Capital Group for the financial year ended 31 December 2012, there were no other material events which could have material impact on the evaluation of the material and the financial standing, financial result and its changes and would be important for the evaluation of the Company’s staffing situation and its capacity to perform its obligations.