Body of the report:
With reference to Current Report No. 5/2026 concerning the draft memorandum of agreement between the Management Board and Representative Trade Union Organizations and with reference to Current Report No. 7/2026 concerning the conclusion of memorandums of agreement between JSW S.A. and Representative Trade Union Organizations, the Management Board of Jastrzębska Spółka Węglowa S.A. [“JSW,” “Company”] hereby reports that on 6 March 2026, JSW and Agencja Rozwoju Przemysłu S.A. [“Purchaser”] concluded a preliminary agreement for the sale of shares in Przedsiębiorstwo Budowy Szybów S.A. [“PBSz”] and shares in Jastrzębskie Zakłady Remontowe sp. z o.o. [“JZR”] [“PRE-SPA”] [“Transaction”].
1. Subject matter of the transaction
The subject matter of the Agreement is the sale of PBSz shares representing 95.81% of the share capital and entitling the holder to 95.81% of votes at the PBSz Shareholder Meeting [“PBSz Shares”], as well as JZR shares representing 59.39% of the share capital and entitling the holder to 59.39% of votes at the JZR Shareholder Meeting [“JZR Shares”] to the Purchaser.
After the transaction is finalized, JSW will no longer hold any shares in PBSz, but will hold shares in JZR representing 1.01% of the share capital and entitling it to 1.01% of the votes at the JZR Shareholder Meeting.
2. Transaction price and payment terms
The initial purchase price for PBSz Shares has been set at PLN 274,400,000 [two hundred seventy-four million four hundred thousand and 00/100 Polish zloty], and for JZR Shares at PLN 791,600,000 [seven hundred and ninety-one million six hundred thousand and 00/100 Polish zloty]. The preliminary purchase prices may be adjusted as specified in the PRE-SPA.
The PRE-SPA provides that on the date of signing the PRE-SPA, the Purchaser shall pay an advance payment towards the Initial Purchase Price in the amount of PLN 400,000,000 [four hundred million and 00/100 Polish zloty], which will be allocated as follows: PLN 102,964,000 [one hundred and two million nine hundred and sixty-four thousand and 00/100 Polish zloty], representing 37.52% of the Initial Purchase Price for PBSz Shares, and PLN 297,036,000 [two hundred ninety-seven million thirty-six thousand and 00/100 Polish zloty], representing 37.52% of the Initial Purchase Price for JZR Shares. The remaining portion of the price will be paid by the Purchaser to JSW upon fulfillment of the conditions precedent on the Transaction closing date.
3. Security
The PRE-SPA provides for securing the Purchaser's claim for the refund of advance payments in the event that the Transaction does not materialize through a first-ranking registered pledge on JZR Shares, a first-ranking registered pledge on PBSz Shares, a registered pledge on specific assets belonging to KWK Borynia-Zofiówka, and a mortgage on specific real estate comprising KWK Borynia-Zofiówka ["Bridge Collateral"].
The establishment of the Bridge Collateral will require the consent of the institutions comprising the consortium financing JSW's operations.
4. Additional terms and conditions and obligations/other key provisions
The closing of the Transaction was conditional upon the fulfillment of the following conditions precedent: [i] obtaining antitrust approval from the President of the Office of Competition and Consumer Protection (UOKiK); [ii] no material adverse change occurring between the date of the Agreement and the Closing Date; and [iii] the effective expiry, no later than on the Closing Date, of all liabilities or other financial or quasi-financial relationships [regardless of their legal basis] existing between PBSz and JZR and JSW or any entity related to JSW, including cash pooling agreements, in such a way that as of the Closing Date, PBSz and JZR will not be parties to any settlements within the JSW group, [iv] obtaining prior written consents from the relevant majority of Financial Institutions [in accordance with the procedure specified in the Financing Agreement] represented by PKO BP [acting as Agent and Collateral Agent], whose consents are required to complete the Transaction, and release the following collateral established to secure the Financing Agreement: the guarantee granted by JZR, the registered pledge established on PBSz Shares; [v] obtaining a statement from the State Treasury – Minister of State Assets on waiving the right of first refusal in relation to the acquisition of JZR Shares, [“Conditions Precedent”].
JSW and the Purchaser will jointly determine the closing date. The closing date may be set no earlier than 5 business days after the last of the conditions precedent has been fulfilled ["Closing Date"].
On the Closing Date, the final agreement will be concluded and the remaining portion of the price will be paid.
If any of the Conditions Precedent are not fulfilled by 30 June 2026 ["Final Date"], the Purchaser will be entitled to withdraw from the PRE-SPA by submitting a written statement to the Seller within 1 [one] month from the Final Date, by delivering a written notice of withdrawal to the Seller.
[“Bridge Collateral”] means collateral established to secure the repayment of Advances on the Initial Purchase Price in situations provided for in this Agreement, in agreement with the Seller Group’s Financial Institutions:
[a] until the submission of an application for the registration of the collateral referred to in items [b] and [c], a registered pledge and a civil [ordinary] pledge established on the Shares, pursuant to the Share Pledge Agreement;
[b] registered and civil [ordinary] pledge established on a set of movable property and rights constituting an organized part of the enterprise of KWK Borynia-Zofiówka [Borynia Section] established under the OPE Pledge Agreement;
[c] mortgages on the following properties forming part of the organized part of the enterprise of KWK Borynia-Zofiówka [Borynia Section];
[d] transfer to secure the Seller's claims under the Seller's property insurance agreements concerning the encumbered KWK Borynia-Zofiówka, Borynia Section OPE [including the real estate comprising them], in a form and content satisfactory to the Purchaser;
[“Material Adverse Change”] means any change or series of changes, events, circumstances, or developments occurring during the Transition Period that have had or are reasonably likely to have a material adverse effect on the business activity, operations, assets, liabilities, financial or business condition, or operating results of any of the Companies, regardless of the cause, with a value of not less than PLN 75,000,000 [seventy-five million Polish zloty], as well as any of the following events:
[a] loss of the ability of any of the Companies [JZR, PBSz] to continue operating in the Ordinary Course of Business;
[b] loss of the ability of any of the Companies [JZR, PBSz] to settle its due financial obligations [insolvency];
[c] merger, division, liquidation, or transformation of any of the Companies [JZR, PBSz];
[d] an event resulting in a Breach of Warranties in relation to any of the Fundamental Warranties;
[e] an event resulting in a Breach of Warranties or breach of Transition Period covenants which, on its own or in combination with other events, could reasonably lead to a Loss exceeding PLN 75,000,000 [seventy-five million Polish zloty] or equal to at least that amount;
[f] any event or change that causes or could reasonably be expected to cause a decrease in the EBITDA of the Companies [JZR, PBSz] or EBITDA margin by at least 25% [twenty-five percent] relative to the levels assumed in the financial model of the Transaction;
[g] disclosure, after the Signing Date, of significant costs, liabilities or encumbrances of a one-off or recurring nature related to the exit of the Companies [JZR, PBSz] from the Seller's group [JSW Group] that were not Properly Disclosed to the Purchaser prior to the Signing Date and that exceed a total amount of PLN 75,000,000 [seventy-five million Polish zloty] or have a material impact on the financial results or valuation of the Companies;
[h] a circumstance disclosed during Confirmatory Due Diligence that meets the criteria set out in this definition;
[i] breach by the Seller of its obligations under Article 5 of this PRE-SPA.
The Agreement contains standard representations and warranties of the parties regarding PBSz shares, JZR shares, and the companies being sold. In the event of a breach of the representations and warranties or a default, the parties shall be liable on the terms and within the time limits specified in the Agreement.
3. Framework Service Agreement
The Agreement provides for the conclusion, during the Transition Period, by JSW, the Purchaser PBSz and JZR of a framework agreement for the provision of services [“Framework Service Agreement”] in which the Parties will regulate the key terms of business concerning:
with regard to JZR:
[i] overhaul services for machinery and equipment related to the coal mining process;
[ii] modernization of machinery and equipment related to the coal mining process;
[iii] production and supply of machinery and equipment related to coal mining;
[iv] rental and lease of machinery and equipment related to the coal mining process;
[v] implementation of overhaul and investment processes related to the Coal Preparation Plant and lease of assets comprising the Coal Preparation Plant.
with regard to PBSz:
[i] shaft works;
[ii] horizontal mining works;
[iii] design services;
[iv] construction and workshop facilities;
[v] infrastructure construction.
6. Purchaser's penalty put option
During the period of five [5] years from the Closing Date, in the event of an Event of Default, the Purchaser shall be entitled [but not obligated] to demand that the Seller purchase from the Purchaser: [i] all Sold JZR Shares or [ii] all Sold PBSz Shares or [iii] all Sold JZR Shares and all Sold PBSz Shares in aggregate, at the Purchaser's sole discretion, on the terms and conditions set forth in the PRE-SPA.
7. Seller's call option
During the period of five (5) years from the Closing Date, the Seller shall be entitled [but not obligated] to demand that the Purchaser sell to the Seller all Sold JZR Shares or all Sold PBSz Shares in aggregate.
8. Purpose of the transaction and impact on the Company and the JSW Group
The transaction is part of JSW's efforts to divest, improve liquidity, and stabilize its financial position. The funds obtained by the Company will be allocated to JSW's current operations.
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.