Body of the report:
The Management Board of Jastrzębska Spółka Węglowa S.A. with its registered office in Jastrzębie-Zdrój ["JSW S.A.", "Company"] hereby notifies the Company's Shareholders of its intention to merge with JSW Nowe Projekty S.A. with its registered office in Katowice.
The planned merger will consist in transferring the assets of the acquired company, JSW Nowe Projekty S.A., to the acquiring company, Jastrzębska Spółka Węglowa S.A., pursuant to Article 492 § 1 item 1 of the Commercial Company Code [“CCC”] in conjunction with Article 516 § 6 of the CCC.
The detailed terms and conditions of the merger are set out in the Merger Plan dated 22 October 2025 ["Merger Plan"]. The Merger Plan was published on the Company's website: www.jsw.pl/ on 30 October 2025.
Between 5 November 2025, and 8 December 2025, between 8:00 a.m. and 2:00 p.m., the Company's shareholders may review the following documents at the Company's registered office at Al. Jana Pawła II 4 in Jastrzębie-Zdrój:
Merger Plan.
Draft resolution of the Shareholder Meeting of JSW S.A. on [1] the merger of JSW S.A. with JSW Nowe Projekty S.A. under 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., [2] approval of the Merger Plan, and [c] amendment to the Articles of Association of JSW S.A. with regard to the line of its business.
Draft resolution of the Shareholder Meeting of JSW Nowe Projekty S.A. on [1] the merger of JSW S.A. with JSW Nowe Projekty S.A. under 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 [2] approval of the Merger Plan.
Draft amendments to the Articles of Association of JSW S.A.
Statement of the Management Board of JSW Nowe Projekty S.A. on determining the value of the assets of JSW Nowe Projekty S.A. as at 30 September 2025;
Statement of the Management Board of JSW Nowe Projekty S.A. containing information on the company's accounting status prepared as at 30 September 2025 for the purposes of the merger.
Financial statements and management board reports on the activities of the merging companies for the last three financial years, together with audit reports.
Furthermore, the documents in question have been submitted to the National Court Register [KRS] Financial Documents Repository via the ICT system provided by the Minister of Justice, and can be viewed on the website available at: https://ekrs.ms.gov.pl
As a public company, JSW S.A., pursuant to Article 499 §4 of the Commercial Company Code, does not prepare information on the company's accounting status referred to in Article 499 § 2 item 4 of the Commercial Company Code.
Due to the fact that the Acquired Company is wholly owned by the Acquiring Company, pursuant to Article 516 § 6 of the Commercial Company Code, the Merger Plan has not been audited by a statutory auditor, and the Management Boards of the merging Companies have not prepared reports justifying the merger.
This notice is the first notice of the planned merger.
The Company will communicate its further key decisions in this matter in relevant current reports.
Legal basis: Article 504 § 1 of the Act of 15 September 2000, Commercial Company Code [consolidated version, Journal of Laws 2024, item 18].