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Current Report No. 63/2015

Bond Issuance Program - the consent of the Supervisory Board on basic conditions of additional security documents

 

Body of the Report:

With reference to Current Report No. 61/2015 The Management Board of JSW S.A. ("Company", "JSW") announces that the Supervisory Board having regard to the resolution of the Extraordinary General Meeting of the Company No.3 of 23 November 2015 and Resolution of the Board No. 593 / VIII / 2015 of 12 November 2015 agreed on 24 November 2015 to the establishment by the Company of additional security bond program established by the Company on July 30, 2014 ("Issuance Program"), its basic conditions and to take other actions related to restructuring.

In particular, the Supervisory Board approved for submission by the Board of declarations on the establishment of mortgages on the Company's properties that make up the organized part of the Company in the form of " Zofiówka Site" in Jastrzębie-Zdrój, the Company's properties that make up the headquarters of the Company and the Company's properties that make up the hotel accommodation "Rożany Gaj" in Gdynia, to the amount of PLN 1,050,000,000, equivalent to 150% of the value of the bonds issued by the Company in PLN under the Issue Program and the amount of US $ 245,625,000, representing 150% of the value of the bonds issued by the Company in US dollars under the Issue Program, which statements will be made by the Company to Powszechna Kasa Oszczędności Bank Polski S.A.  ("PKO BP"), as trustee for the mortgages.

The Supervisory Board also agreed to conclude registered pledge agreements with PKO BP as an administrator of pledges to: (i) the movables comprising of  the ZORG Zofiówka ("Zbiór"), which provides the highest amount of security in the amount of PLN 1,050,000,000 and 245,625,000 USD and ways to satisfy a pledgee in the form of acquisition of Zbiór by the pledgee as the property, the sale of Zbiór in a public tender , letting the Company's lease or takeover of the Company; (ii) shares held by the Company in the Spółka Energetyczna Jastrzębie S.A.,  Wałbrzyskie Zakłady Koksownicze "Victoria" S.A., the Polski Koks S.A. and JSW Koks S.A., providing the highest amount of security in the amount of PLN 1,050,000,000 and 245,625,000 US dollars, the takeover of pledged shares as a way to satisfy a pledgee, the ability of the pledgee  to exercise voting rights attached to the relevant shares and granting power of attorney to the pledgee to exercise voting rights of the relevant shares.

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