Jindal Steel & Power : Extra Ordinary Meeting

March 5, 2022

Dear Sir/ Madam,

Subject: :NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of Extraordinary General Meeting ("EGM") of the Company to be held on Monday, March 28, 2022 at 11.00 A.M. (IST) through Video Conferencing / Other Audio-Visual Means, together with Explanatory Statement thereto, for seeking approval of members for the resolutions mentioned therein.

The Notice of the EGM along with the Explanatory statement is also available on the website of the Company at www.jindalsteelpower.com.

Kindly take the above information on record.

Thanking you.

Yours faithfully,

For Jindal Steel & Power Limited

Anoop Singh Juneja

Company Secretary & Compliance Officer

Encl.: as above

Jindal Steel & Power Limited

Corporate Office: Jindal Centre, 12 Bhikaiji Cama Place, New Delhi 110 066

CIN: L27105HR1979PLC009913

1. +91 11 4146 2000 F: +91 11 2616 1271 W:www.jindalsteelpower.comE:jsplinfo@jindalsteel.com Registered Office: O. P. Jindal Marg, Hisar, 125 005, Haryana

Jindal Steel & Power Limited

Registered Office: O. P. Jindal Marg, Hisar -125005 (Haryana)

Corporate Secretariat Office: Jindal Centre, Tower-A, 2nd Floor, Plot No.2,

Sector-32,Gurgaon-122001 (Haryana)

CIN: L27105HR1979PLC009913 | Website:www.jindalsteelpower.com

Email:jsplinfo@jindalsteel.com| Tel.: +91 124 6612000

NOTICE OF EXTRAORDINARY GENERAL MEETING

To,

The Members,

Jindal Steel & Power Limited

Notice is hereby given that an Extraordinary General Meeting ("EGM") of the members of the Company will be held on Monday, the 28th day of March, 2022 at 11:00 A.M. through Video Conference (VC)/ Other Audio Visual Means (OAVM) facility, to transact the following special business:

ITEM NO. 1: APPROVAL OF JINDAL STEEL & POWER EMPLOYEE BENEFIT SCHEME - 2022

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any amendment thereto or re-enactmentthereof), Regulation 6(1) and other applicable provisions, if any, of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations"), the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"), relevant provisions of Memorandum of Association and Articles of Association of the Company and any other applicable and prevailing statutory Guidelines/ Circulars in that behalf and subject further to such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the appropriate regulatory authority(ies)/ institution(s) and such conditions and modifications as may be prescribed/imposed by the appropriate regulatory authority(ies)/ institution(s) while granting such approval(s), consent(s), permission(s) and/or sanction(s), the consent of the Members of the Company be and is hereby accorded for approval of Jindal Steel & Power Employee Benefit Scheme - 2022 ("Scheme") and the Board of Directors (hereinafter referred to as the "Board of Directors" which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee, which the Board of Directors has constituted to exercise its powers, including the powers, conferred by this resolution) be and is hereby authorised to create, grant, offer, issue and allot under the Scheme, in one or more tranches, not exceeding 5 (Five) percent of the Paid-UpEquity Capital of the Company as on March 31, 2021, comprising into, 5,10,00,798 (Five Crore Ten Lakh Seven Hundred and Ninety Eight) Employee Stock Options ("Options") (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time), to or for the benefit of Employees and Directors of the Company, its Group Company(ies) including its Subsidiary

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Company(ies) or its Associate Company(ies), in India or outside India, or of a Holding Company, of the Company and to such other persons as may, from time to time, be allowed to be eligible for the benefits of the Scheme (as permitted under the applicable laws from time to time), exercisable into not more than 5,10,00,798 (Five Crore Ten Lakh Seven Hundred and Ninety Eight) Equity Shares of face value of Re. 1/- each (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time) on such terms and in such manner as the Board of Directors may decide in accordance with the provisions of the applicable laws and the provisions of the Scheme;

RESOLVED FURTHER THAT the Scheme shall be administered by the Nomination and Remuneration Committee of the Company who shall have all necessary powers as defined in the Scheme and is hereby designated as Compensation Committee in pursuance of the SEBI (SBEB & SE) Regulations for the purpose of administration and superintendence of the Scheme;

RESOLVED FURTHER THAT the Scheme shall be implemented through Trust route wherein irrevocable Trust, as set up by the Company by the name JSP Employee Benefit Trust ("Trust"), shall acquire the equity shares of the Company either by way of Secondary acquisition from the market and/or direct allotment from the Company and will follow cash mechanism;

RESOLVED FURTHER THAT out of the overall pool of 5,10,00,798 (Five Crore Ten Lakh Seven Hundred and Ninety Eight) Equity Shares, the Trust may acquire such quantity of Equity Shares by the way of secondary acquisition and/or by fresh allotment as decided by the Committee, from time to time;

RESOLVED FURTHER THAT the new Equity Shares, if any, to be issued and allotted by the Company under the Scheme shall rank pari passu in all respects with the then existing Equity Shares of the Company;

RESOLVED FURTHER THAT the Company shall conform to the applicable Accounting Policies, Guidelines or Accounting Standards, and other laws, rules and regulations, as may be applicable from time to time, including the disclosure requirements prescribed therein.

RESOLVED FURTHER THAT the Board of Directors, subject to compliance with the SEBI (SBEB

• SE) Regulations and other applicable laws, rules and regulations, be and are hereby authorized at any time to modify, change, vary, alter, amend, suspend or terminate the Scheme and to do all such acts, deeds, matters and things as it may in its absolute discretion deems fit for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and/or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the Scheme and do all other things incidental and ancillary thereof;

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts, deeds, and things, as it may, in its absolute discretion deem necessary including but not limited to appoint Advisors, Merchant Bankers, Consultants or Representatives, being incidental for the effective implementation and administration of the Scheme and to make applications to the appropriate Authorities, for their requisite approvals and take all necessary actions and to settle all such questions, difficulties or doubts whatsoever that may arise while implementing this resolution;

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