Supervisory Board’s powers

The Supervisory Board exercises permanent supervision over the activity of JSW S.A. The powers of the Supervisory Board include in particular:
1. approving the JSW S.A. Management Board Bylaws and issuing an opinion on the organizational bylaws specifying the organization of JSW S.A.'s enterprise,
2. appointing and dismissing the JSW S.A. Management Board members, without prejudice to §11 section 5 and §34 item 2 of the Articles of Association of JSW S.A.,
3. suspending, for important reasons and in a secret ballot, any specific or all Management Board members in their duties,
4. delegating any Supervisory Board member or members to temporarily perform the duties of those Management Board members who are unable discharge their functions,
5. signing, terminating and amending agreements with Management Board members, establishing the rules for hiring and remunerating them and setting their remuneration, without prejudice to §33 item 4 and §34 item 1 of the Articles of Association of JSW S.A.,
6. selecting an entity authorized to audit financial statements to audit the financial statements of JSW S.A.,
7. evaluating the financial statements whether they are consistent with the ledgers and documents as well as the factual status;
8. evaluating reports on the activity of JSW S.A. and the Management Board’s motions on the distribution of profit or the coverage of loss,
9. submitting written reports on the results of the activities referred to in items 7 and 8 above to the Shareholder Meeting,
10. submitting annual brief assessments of JSW S.A.’s standing in consideration of evaluation of the internal control system and the risk management system as well as annual reports on the activities of the Supervisory Board to the Shareholder Meeting, without prejudice to §35 of the Articles of Association of JSW S.A.,
11. giving an opinion on the matters submitted to the Shareholder Meeting,
12. approving the operating strategy of JSW S.A., without prejudice to §33 item 2 of the Articles of Association of JSW S.A.,
13. opining JSW S.A.'s annual plans.

In addition, the Supervisory Board's powers shall include giving consent to the Management Board for:
1. establishment of another company, subscription for, purchase or sale of shares in other companies, without prejudice to §34 item 3 of the Articles of Association of JSW S.A., with the reservation that the Supervisory Board’s request referred to in this item 1 is not required for the following:

- taking up and acquiring shares in another company in the amount lower than 1/10 of the share capital of such company,
- sale of shares in another company in which JSW S.A. holds less than a 1/10 share in the share capital,
- taking up or acquiring shares in another company in return for JSW S.A.'s receivables as part of composition or settlement proceedings,
- selling shares acquired or taken up by JSW S.A. in return for JSW S.A.'s receivables as part of composition or settlement proceedings,
- subscription for, purchase or sale of shares in another company whose shares are listed on a regulated market, unless the value of such shares exceeds 1/20 of JSW S.A.’s share capital,

2. establishment of foreign branches,
3. purchase or sale or fixed assets the value of which exceeds 1/20 of JSW S.A.’s share capital,
4. contracting of contingent liabilities, including the granting by JSW S.A. of financial guarantees and sureties the value of which exceeds 1/20 of JSW S.A.’s share capital,
5. disbursement of interim dividends,
6. issuance of promissory notes the value of which exceeds 1/20 of JSW S.A.’s share capital,
7. purchase or sale of a real property or a right of perpetual usufruct or of a share in a real property or in a right of perpetual usufruct the value of which exceeds 1/20 of JSW S.A.’s share capital,
8. granting of consent for JSW S.A. to enter with a related entity into a material agreement within the meaning of the regulations on current and periodic information transmitted by issuers of securities admitted to trading on a regulated market, excluding typical agreements executed by JSW S.A. on an arm’s length basis within the framework of its operating activity, without prejudice to §35 of the Articles of Association of JSW S.A.;
9. the voting instructions for the Shareholder Meetings of companies in which JSW S.A. holds at least 50% of all shares, in the following matters:

- sale or lease of the company’s enterprise or an organized part thereof or establishment of a limited right in rem thereon,
- dissolution or liquidation of the company,
- introduction of amendments to the company’s articles of association or articles of partnership,
- merger, split-up or transformation of the company,
- increase or decrease of the company’s share capital.

At the request of the Management Board, the Supervisory Board shall permit a Management Board member to hold positions in the corporate authorities of companies in which JSW S.A. has an ownership interest and to collect remuneration for such work.