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Current Report No. 40/2018

|   Investors Relations

Subject: Execution of a conditional share purchase agreement for a stake in Przedsiębiorstwo Budowy Szybów S.A. in Tarnowskie Góry

Body of the report:

With reference to Current Report Nos. 5/2018, 25/2018, 30/2018 and 36/2018, the Management Board of Jastrzębska Spółka Węglowa S.A. (“JSW”, “Company”) hereby announces that on 21 December 2018 representatives of JSW as the Buyer and PBSZ 1 Sp. z o.o. with its registered office in Katowice and PRIMETECH S.A. with its registered office in Katowice as the Sellers signed a conditional agreement containing an undertaking to sell 4,430,476 shares in Przedsiębiorstwo Budowy Szybów S.A. in Tarnowskie Góry (“PBSz”) representing 95.01% of PBSz’s share capital.

As a result of negotiations between the parties to the agreement, the ultimate transaction settlement price has been set at PLN 204,000,000.00, of which PLN 199,000,000.00 will be paid on the closing date of the transaction and PLN 5,000,000.00 will be retained to guarantee the Seller’s warranties and will be settled after the said closing date, no later than three months thereafter.

The full price will be used to repay loan liabilities in order to release collateral on PBSz’s shares and assets.

The conditional agreement takes into account the basic boundary conditions set forth in the term sheet of the purchase transaction (“Term Sheet”), as per the Company’s disclosure in Current Report No. 25/2018.

Whether or not the final purchase agreement is executed at the closing of the transaction will depend on the Buyer’s obtaining the prior consent of the Office for Competition and Consumer Protection (UOKiK) to carry out the purchase of a stake in PBSz, obtaining a favorable decision of the Company’s Supervisory Board and Shareholder Meeting, reaching an agreement by the parties, acting in good faith, on certain technical conditions for the settlement of the transaction and obtaining statements issued by third parties with substantially agreed wording. In connection with the transaction having been executed on a locked box basis, after obtaining a favorable decision by the Company’s Supervisory Board on the execution of the transaction, a person designated by JSW will be appointed to the PBSz supervisory board to exercise individual supervision at PBSz. 

Legal basis: Article 17 Section 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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