Body of the report:
The Management Board of Jastrzębska Spółka Węglowa S.A. [“JSW”, “Company”] hereby reports that on 06 August 2026, a loan agreement was entered into with Agencja Rozwoju Przemysłu S.A. [“ARP”]. The loan is executed in accordance with the principles prescribed by art. 19b of the Act of 4 July 2019 on the System of Development Institutions. The key terms of the agreement are as follows:
- Purpose of the financing: To finance JSW’s operations during the implementation period of the JSW Group’s [“JSW Group”] Remedy Program and to finance the remedial initiatives covered by this Remedy Program, which involves reorganizing how the JSW Group functions with the aim of reducing operating expenses and optimizing how the JSW Group operates.
- Financing amount: up to PLN 824,128,000.00 [comprising four tranches].
- Conditions for the release of the tranches:
The agreement includes a number of conditions regarding the release of individual tranches. In addition to the standard provisions for this type of agreement, the release of funds is contingent upon, among other things:
[i] obtaining the consent of the JSW S.A. lending consortium [under the Consortium Loan Agreement dated 12 April 2023] to take out a loan and establish collateral for it,
[ii] submission of a list of optimization/corrective measures aimed at reducing costs, to be implemented during the period leading up to the disbursement of the next tranche,
[iii] submission of documents regarding the establishment of loan repayment collateral,
[iv] ARP’s accession to the intercreditor agreement entered into with the consortium of financial institutions financing JSW S.A.
[v] submission of an agreement granting JSW S.A. a state budget subsidy for the implementation of the tasks specified in the Act on the Functioning of the Hard Coal Mining Industry, constituting the so-called safety net system, which will finance the safety net benefits related to workforce reduction.
4. Tenor: up to 30 June 2038
5. Loan amortization: quarterly with a grace period until 30 June 2029
6. Interest payments: quarterly, no grace period for interest payments.
7. Interest rate: WIBOR 3M reference rate + margin.
8. The collateral package includes, in particular: [i] joint contractual mortgages on the properties comprising the Borynia-Zofiówka OPE [Borynia and Zofiówka Sections], the Knurów-Szczygłowice OPE, the Pniówek OPE, the Budryk OPE and on the properties in Gdynia [Różany Gaj Hotel]; [ii] registered pledges on the movable property of the aforementioned OPEs; [iii] registered pledges on shares in JSW KOKS S.A. and other companies; [iv] assignments of receivables under commercial contracts concerning the sale of coal, coke and hydrocarbons; [v] registered pledges on the bank accounts; [vi] registered pledge on the investment certificates of the JSW Stabilization Closed-End Investment Fund; [vii] assignments of rights under the insurance policies for the collateralized assets; and [viii] declaration of submitting JSW to enforcement. Some of the collateral will be established with a lower order of ranking than the current collateral held by the consortium financing the Company.
9. The agreement provides for a cash sweep mechanism, under which, starting in 2032, the Company will be required to make an additional payment based on the distribution of excess cash exceeding the amount of PLN 300,000,000 as follows: 70% to JSW S.A. and 30% to ARP.
10. In addition, this agreement contains obligations on the part of the Company that are typical for restructuring financing comprising in particular limitations on drawing down additional financing, extending sureties, guarantees and loans, disposing of major assets and the collateralized assets. ARP may suspend the disbursement of the tranches if it deems that the timely amortization of the loan is in jeopardy. ARP’s consent is required to amend the Remedial Program.
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. i 2004/72/WE.