Current report

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Current Report No. 4/2023

Adoption, by the JSW S.A. Supervisory Board, of a resolution to issue a positive opinion on the Management Board's motion to the JSW S.A. Shareholder Meeting on the establishment of collateral for the planned financing in the Sustainability-linked loan formula, together with indication of the purpose of the financing and its parameters

Body of the report: 

The Management Board of Jastrzębska Spółka Węglowa S.A. (“Company”, “JSW”) hereby reports that today, i.e. on 10 February 2023, the Company's Supervisory Board issued a positive opinion on the JSW Management Board's motion to the Company's Shareholder Meeting to obtain the necessary corporate approvals for the establishment of collateral in connection with the planned sustainability-linked loan debt financing for JSW to be provided by a syndicate of financial institutions to refinance existing debt, general corporate purposes,and implementation of environmental investments. The financing is to be collateralized by, among other things, mortgages and registered pledges on JSW’s selected assets (OPEs), assignment of rights under certain commercial contracts to which JSW is a party, sureties granted by certain JSW subsidiaries and registered pledges on shares in the share capital of selected JSW subsidiaries.

The syndicate's total declared commitment to JSW's financing will amount to approx. PLN 1,650 million, including an increase in the financing of approx. PLN 1,000 million.

In addition to loans in PLN, the PLN 1,650 million figure includes a term loan denominated in USD and EUR for a total equivalent to PLN 480 million. PLN 490 million of the funding will be used to finance environmental investments and PLN 430 million will finance working capital requirements. The remaining available financing will be used to implement the investment strategy and to fund the Company's general corporate purposes. The final date for repayment of the liabilities to the syndicate was set for 28 December 2030.

The syndicate will include: Agencja Rozwoju Przemysłu S.A., Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski S.A., PZU S.A., PZU Życie S.A. and Towarzystwo Finansowe “Silesia” sp. z o.o.

The publication of information on the JSW Management Board’s motion to the Company’s Supervisory Board was delayed on 31 January 2023 on the basis of Article 17(4) 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 (MAR) in conjunction with § 20 Section 2 Item 11) of JSW's Articles of Association, authorizing the Company's Supervisory Board to issue opinions on matters submitted to the Shareholder Meeting. In view of the above, the Company's Management Board will submit a motion to the Company's Shareholder Meeting to adopt a resolution to give consent to the establishment of collateral on JSW's assets.

Legal basis: Article 17(1)(4) 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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