Management Board Report on the activity of the JSW S.A. Capital Group for 2012
5.7. Restrictions on the transfer of ownership title to securities
Restrictions regarding the transfer of the ownership title to JSW S.A.'s shares are specified in § 8 of the Articles of Association of JSW S.A., according to which: “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.”
Moreover, there are time restrictions for transferring the ownership title to JSW S.A. securities acquired gratuitously by Capital Group employees. The shares received may not be sold for a period of 2 years (or 3 years for Management Board members), starting from 7 July 2011, regardless of the date when the eligible persons actually received the shares (“lock-up”). During that time, the shares will be held in custody by the Dom Maklerski PKO BP S.A. brokerage house.
1. Key information about the capital group 1.2. Organizational or capital ties 1.3. Changes in basic management principles in the JSW S.A. and its Capital Group 1.4. Information about JSW S.A.’s ownership structure and the shares issued 1.5. Level of remuneration for persons discharging executive and supervisory functions in JSW S.A. 1.6. Agreements concluded with managers providing for compensation in the event of their resignation or dismissal... 1.7. Rules for drawing up the consolidated annual financial statements 2. Description of the activity of the Capital Group 2.2. Key products, goods and services 2.3. Sales markets 2.4. Contracts of material importance for the Group’s activity 2.5. Assessment of the capacity to execute capital expenditure plans 3. Financial and property standing of the Capital Group 3.1. Discussion of economic and financial figures 3.2. Information about the Group’s current and expected financial standing 3.3. Proceeds from securities issues 3.4. Evaluation of factors and unusual events affecting the Group’s operations and result 3.5. Transactions with related entities 3.6. Information on executed and terminated loan agreements 3.7. Information on granted loans and sureties and received sureties and guarantees 3.8. Description of the structure of key equity investments or key investments made within the Capital Group during... 3.9. Differences between the financial results captured in the annual report and the previously published forecasts... 3.10. Financial instruments 3.11. Pro forma financial information 3.12. Important events having material influence on the Capital Group’s activity and financial results in the... 4. Other information 4.2. Material factors relating to the Group’s development 4.3. Description of the policy concerning the directions for the Capital Group's development 4.4. More important achievements in research and development 4.5. Issues related to the natural environment 4.6. Headcount 4.7. Relations with trade unions 4.8. Information about the audit firm auditing the financial statements 4.9. Disputes – material administrative, court and arbitration proceedings 4.10. Events materially affecting the Group’s operations 5. Representation on the application of Corporate Governance principles 5.1. Identification of the set of corporate governance rules being applied 5.2. Identification of corporate governance rules not applied 5.3. Description of the primary attributes of the internal control and risk management systems in reference to... 5.4. Shareholders holding significant blocks of shares 5.5. Holders of securities giving special rights of control 5.6. Restrictions regarding the exercise of voting rights 5.7. Restrictions on the transfer of ownership title to securities 5.8. Principles of appointment and dismissal of management and supervisory team and their powers 5.9. Description of the rules for amending the Articles of Association of JSW S.A. 5.10. Manner of operation of the Shareholder Meeting, its basic powers and a description of shareholder’s rights... 5.11. Composition of management and supervisory bodies, changes in composition and description of operation of the... 5.12. JSW S.A. information policy and communication with the capital market
