Body of the report:
The Management Board of Jastrzębska Spółka Węglowa S.A. ["JSW S.A."] hereby reports that on 22 October 2025 it adopted a resolution on adopting the Plan of Merger between JSW S.A. and its subsidiary, JSW Nowe Projekty S.A., and a resolution on applying to the JSW S.A. Supervisory Board for an opinion on the motion to the JSW S.A. Shareholder Meeting to grant its consent to the merger of JSW S.A. with JSW Nowe Projekty S.A. in a simplified procedure, pursuant to Article 516 § 6 of the Commercial Company Code, by transferring all the assets of JSW Nowe Projekty S.A. to JSW S.A. and to give its consent to the Merger Plan.
Key assumptions of the Merger Plan:
the merger of JSW Nowe Projekty S.A. [Acquired Company] with JSW S.A. [Acquiring Company] will take place pursuant to Article 492 § 1 item 1 of the Commercial Company Code by transferring all the assets of the Acquired Company to the Acquiring Company [the so-called merger by acquisition].
the merger will take place in a simplified procedure pursuant to Article 516 § 6 of the Commercial Company Code, with JSW S.A. as the sole shareholder of JSW Nowe Projekty S.A., and therefore no increase in JSW S.A.'s share capital will take place, thus no resolution will be required to amend JSW S.A.'s Articles of Association to determine the new amount of share capital.
The Company will communicate its further key decisions in this matter in relevant current reports.
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.