Management Board Report on the activity of the JSW S.A. Capital Group for 2012
5.9. Description of the rules for amending the Articles of Association of JSW S.A.
The Articles of Association of JSW S.A. are amended by way of a resolution adopted by the Shareholder Meeting where a subsequent decision of a relevant court must be issued to enter the amendment in the register of entrepreneurs.
An amendment to the Articles of Association materially changing the line of business of JSW S.A. (Article 416 § 1 of the Commercial Company Code) shall not require a buyout of the shares held by shareholders objecting to such an amendment if the relevant resolution of the Shareholder Meeting is adopted by a majority of two thirds of the votes in the presence of shareholders representing at least one half of the share capital.
Amendments to the Articles of Association of JSW S.A. made in 2012:
On 27 February 2012 the Shareholder Meeting of JSW S.A. introduced changes in JSW S.A.'s line of business by adding the following item 55 to § 4 of the Articles of Association: “Accounting and bookkeeping activity, tax advisory services (69.20.Z)”.
On 17 April 2012, the Shareholder Meeting of JSW S.A. made changes relating to: the reduction of JSW S.A.'s share capital, rectification of spelling errors and limitation of the Shareholder Meeting's powers in relation to the subscription, purchase or disposal of shares of a company for which JSW S.A. is a parent company within the meaning of Article 4 § 1 of the Commercial Company Code, unless the value of such shares exceeds 1/20 of JSW S.A.'s share capital.
On 23 April 2012, JSW S.A. received a decision of the District Court in Gliwice refusing to register the entry of the line of business specified in § 4 item 55 of the Articles of Association, i.e. “Accounting and bookkeeping activity, tax advisory services (69.20.Z)” as stated in the Shareholder Meeting Resolution adopted on 27 February 2012. At the same time, the District Court in Gliwice registered a change of this item, which is now worded as follows: “Accounting activity (69.20.Z )”.
Accordingly, the Shareholder Meeting adopted the consolidated text of JSW S.A.'s Articles of Association including these amendments on 31 May 2012.
