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Current Report No. 13/2026

Loan

Execution of an annex to the Consortium Agreement for Sustainability-Linked Loan Financing by the Company

Body of the report:  
With reference to Current Reports No. 9/2023 and 90/2025, the Management Board of Jastrzębska Spółka Węglowa S.A. ["JSW", "Company"], hereby reports that on 9 March 2026, an annex to the Sustainability-Linked Loan Financing Agreement ["Annex"] was concluded between JSW and the financial institutions comprising the consortium ["Financing Institutions"]. 
Pursuant to the Annex:
[a]    the sale of shares in Przedsiębiorstwo Budowy Szybów S.A. ["PBSz"'] to Agencja Rozwoju Przemysłu S.A. ["ARP"] will be permitted, as will the sale of shares in Jastrzębskie Zakłady Remontowe Sp. z o.o. ["JZR"] to ARP, provided that ARP pays an advance payment for the acquisition of JZR or PBSz in the total amount of PLN 400 million, which advance payment will be used by the Company for its operating activities, including the payment of salaries;
[b]    the Company will be permitted to establish collateral [in the form of mortgages on real estate, civil [ordinary] and registered pledges on a set of movable things] on the assets of the Borynia-Zofiówka mine, Borynia section and security transfer of the Company's claims under insurance agreements for these assets to ARP to secure the claim for repayment of the advance payment. In the event of expiry of the claim for repayment of the advance payment and release of collateral by ARP, the Company will establish collateral on the assets of this mine to secure the claims of the Financing Institutions within 35 business days of such event, otherwise it will constitute a breach of the Financing Agreement;
[c]    it will be permissible to establish collateral [in the form of a registered pledge, civil [ordinary] pledge] on shares in JZR for the benefit of ARP to secure the claim for repayment of the advance payment, 
[d]    the loan repayments due in March and June will be deferred until 31 August 2026;
[e]    the obligation to implement the Sustainability-Linked Goals [resulting from the Environmental Strategy] will be suspended until 31 August 2026; and
[f]    an obligation will be introduced to: 
[i]    conclude, by 15 April 2026, collateral agreements under which collateral would be established to secure the Financing Institutions' claims on the Budryk mine, in a form and content acceptable to the Financing Institutions; and
[ii]    conclude, by 30 March 2026, registered pledge agreements on shares in CLPB, JSW Logistics and PGWiR to secure the Financing Institutions' claims, in a form and content acceptable to the Financing Institutions.
At the same time, at the request of ARP and in order to finalize the transaction, the Financing Institutions will declare the possibility of releasing the collateral in the form of a JZR guarantee and a pledge on PBSz shares, provided that JSW presents a long-term restructuring plan acceptable to the financing institutions and allocates part of the proceeds from the sale of JZR and PBSz for early repayment of the Financing Agreement.

Legal basis: Article 17[1] of Regulation [EU] No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on Market Abuse and Repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
 

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