Management Board Report on the activity of the JSW S.A. for 2012
5.7. Restrictions on the transfer of ownership title to securities
Restrictions regarding the transfer of the ownership title to the Company's shares are specified in § 8 of the Company’s Articles of Association, 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 the Company's 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.
1.1. Organization of the Company 1.2. Changes in basic management principles in the Company and its Capital Group 1.3. Organizational or capital ties 1.4.1. The Company’s capital and ownership structure 1.4.2. Prices of JSW S.A. shares in the capital market 1.4.3. Reduction of share capital 1.4.4. Dividends 1.4.5. The number and nominal value of the Company’s shares and shares in the Company’s related parties held by... 1.4.6. Agreements pertaining to potential changes in the shareholding structure 1.4.7. Information on employee share plan control system 1.4.8. Purchase of treasury stock 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. Principles of preparation of the annual financial statements the Management Board’s activity report 2.1. Description of the industry and competition 2.2. Key products, goods and services 2.3. Sales markets 2.4. Material contracts 2.5.1. Capital expenditures in 2012 2.5.2. Capital investments in 2012 3. Financial and property standing of Jastrzębska Spółka Węglowa S.A 3.1. Discussion of economic and financial figures 3.1.1. Assets 3.1.2. Financing of assets 3.1.3. Description of the structure of assets and liabilities from the standpoint of JSW S.A.’s liquidity 3.1.4. Material off-balance sheet items 3.1.5. Statement of comprehensive income 3.2. Information about the Company’s current and expected financial standing 3.2.1. Financial resources management 3.2.2. Debt and the Company’s financing structure 3.2.3. Liquidity 3.2.4. Profitability 3.2.5. Inventories 3.2.6. Mining cash cost 3.3. Proceeds from securities issues 3.4. Evaluation of factors and unusual events affecting the 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. Differences between the financial results captured in the annual report and the previously published forecasts... 3.9. Financial instruments 4.1. Risk factors and threats 4.1.1. Factors related to the Company’s business and market environment 4.1.2. Risk factors associated with the legal environment 4.2. Material factors relating to the Company’s development 4.2.1. Description of events significant for the Company’s development 4.3. More important achievements in research and development 4.4. Issues related to the natural environment 4.5. Headcount and compensation 4.6. Relations with trade unions 4.7. Information about the audit firm auditing the financial statements 4.8. Disputes – material court, administrative and arbitration proceedings 4.8.1. Court Proceedings 4.8.2. Administrative proceedings 4.8.3. Arbitration proceedings 4.9. Other events materially affecting the Company’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 Company’s Articles of Association 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. Information policy and communication with the capital market
