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Current report

Current Report No. 74/2026

Loan

Execution of a Loan Agreement with Agencja Rozwoju Przemysłu S.A.

Body of the report:

With reference to Current Reports No. 56/2026 dated 17 August 2026 and No. 71/2026 dated 30 October 2026, the Management Board of Jastrzębska Spółka Węglowa S.A. [“JSW,” “Company”] hereby reports that on 9 November 2026, a loan agreement was entered into with Agencja Rozwoju Przemysłu S.A. [“ARP”]. The Loan was granted in accordance with the provisions of Article 19b of the Act of 4 July 2019 on the System of Development Institutions (consolidated text: Journal of Laws of 2026, item 9, as amended). 

The key terms of the agreement are as follows:

  1. Purpose of the financing: 

    [i] in the first place, to settle the advance payment of PLN 400,000,000.00 [four hundred million Polish zloty] under the preliminary agreement dated 9 March for the sale of shares in Jastrzębskie Zakłady Remontowe sp. z o.o. and Przedsiębiorstwo Budowy Szybów S.A., along with interest accrued from the date of the advance payment until the date of its settlement, and 

    [ii] in the second place, to finance JSW’s operations during the implementation period of the JSW Group’s 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.

  2. Funding amount: up to PLN 1,066,000,000.00 [one billion sixty-six million Polish zloty].

  3. The Loan will be disbursed in tranches.

  4. Conditions for the release of the tranches: The Agreement contains 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] JSW’s submission of confirmation that the Loan is covered by an agreement among creditors entered into between, among others, the Consortium under the Consortium Loan Agreement dated 12 April 2023, ARP and JSW in connection with the establishment of collateral shared with the collateral for the consortium financing pursuant to the Financing Agreement, and the inclusion in the Intercreditor Agreement of provisions regarding the pari passu ranking of the Consortium Financing Collateral and the Loan Collateral, as well as equivalent rules for the use of the shared collateral; 

[v]  Each tranche of the Loan will be disbursed upon submission of a report detailing the corrective/optimization measures completed and a statement of expenditures financed by the previous tranche.

5. Tenor: up to 30 June 2038

6. Principal repayment: quarterly, with a grace period until 30 June 2029.

7. Interest repayment: quarterly, with no grace period for interest repayments.

8. Interest rate: WIBOR 3M reference rate + margin. 

9. 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; [ii] registered pledges on the movable property of the aforementioned OPEs; [iii] surety from JZR Sp. z o.o.; [iv] registered pledges on shares in JSW KOKS S.A. and other companies; [v] assignments of receivables under commercial contracts concerning the sale of coal, coke and hydrocarbons; [vi] registered pledges on bank accounts; [vii] assignments of rights under insurance policies covering the assets serving as collateral; and [viii] statement on submission to enforcement by JSW and JZR. Some of the collateral will be established on a pari passu basis with the collateral of the Company’s lending Consortium. 

10. 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 the financial surplus in excess of PLN 300,000,000.00: 70% to JSW and 30% to ARP toward repayment of the Loan’s principal installments.

11. The Agreement also includes obligations on the part of the Company that are typical of restructuring financing        , including, in particular, restrictions on obtaining additional financing, granting sureties, guarantees and loans, and disposing of significant assets and collateral. ARP may suspend the disbursement of loan tranches if it determines that the timely repayment of the loan is at risk. Any change to the Remedy Program requires ARP’s approval.

12. As of the date on which JSW refunds the advance payments made by ARP toward the purchase price of the shares in Jastrzębskie Zakłady Remontowe sp. z o.o. and Przedsiębiorstwo Budowy Szybów S.A., the preliminary share purchase agreement concluded between JSW and ARP will be automatically terminated, as the Company reported in Current Report No. 71/2026 dated 30 October 2026.

 

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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