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JSW S.A.

AGM Information May 18, 2023

5664_rns_2023-05-18_ef70c31e-f43b-429a-9b07-f54a5357c8f5.pdf

AGM Information

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Resolution No. ….. adopted by the Ordinary Shareholder Meeting of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna with its registered office in Jastrzębie-Zdrój on 16 June 2023

on electing the Chairperson of the Ordinary Shareholder Meeting.

The Ordinary Shareholder Meeting of JSW S.A., acting pursuant to Article 409 § 1 of the Commercial Company Code and § 25 of the Articles of Association of JSW S.A., hereby resolves as follows:

§1 Ms./Mr. .................................................................................. is elected to be the Chairperson of the Ordinary Shareholder Meeting.

§2 This resolution shall come into force on the date of its adoption.

Document: Draft resolutions of the JSW S.A. Ordinary Shareholder Meeting 16 June 2023 1 of 31

Resolution No. ….. adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna with its registered office in Jastrzębie-Zdrój

on 16 June 2023

on electing the Election Committee of the Ordinary Shareholder Meeting.

The Ordinary Shareholder Meeting of JSW S.A. hereby resolves as follows:

§1 The Election Committee is hereby elected in the following composition:

    1. ........................................................................... 2. ...........................................................................
    1. ...........................................................................

§2

This resolution shall come into force on the date of its adoption.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

on accepting the agenda for the Ordinary Shareholder Meeting

The Ordinary Shareholder Meeting of JSW S.A. hereby resolves as follows:

§1

The following agenda is hereby adopted:

    1. Open the Ordinary Shareholder Meeting.
    1. Elect the Chairperson of the Ordinary Shareholder Meeting.
    1. Assert that the Ordinary Shareholder Meeting has been convened correctly and is capable of adopting resolutions.
    1. Select the Election Committee of the Ordinary Shareholder Meeting.
    1. Accept the agenda for the Ordinary Shareholder Meeting.
    1. Present the following Supervisory Board's reports:
    2. a) Report on activity of the Jastrzębska Spółka Węglowa S.A. Supervisory Board as the Company's corporate body for the financial year ended 31 December 2022, comprising, among other things, the assessments and information set forth in Article 382 § 31 of the Commercial Company Code, the Company's Articles of Association and the Code of Best Practice for WSE Listed Companies 2021,
    3. b) Report on compensations of Jastrzębska Spółka Węglowa S.A. Management Board and Supervisory Board Members for the financial year ended 31 December 2022.
    1. Present and examine:
    2. a) The financial statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2022;
    3. b) Management Board Report on the activity of Jastrzębska Spółka Węglowa S.A. and the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022;
    4. c) Consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022;
    5. d) Consolidated report on payments made by the Jastrzębska Spółka Węglowa S.A. Group to the public administration bodies for the financial year ended 31 December 2022;
    6. e) Management Board's motion on the distribution of the net profit of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2022;
    7. f) Management Board's motion on accounting for "Other comprehensive income" in Jastrzębska Spółka Węglowa S.A. in the financial year ended 31 December 2022.
    1. Adopt resolutions on the following matters:
    2. a) to approve the Financial Statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2022;
    3. b) to approve the Management Board Report on the activity of Jastrzębska Spółka Węglowa S.A. and the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022;
    4. c) to approve the Consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022;

  • d) to approve the Consolidated report on payments made by the Jastrzębska Spółka Węglowa S.A. Group to the public administration bodies for the financial year ended 31 December 2022;
  • e) to distribute net profit of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2022;
  • f) to account for "Other comprehensive income" in Jastrzębska Spółka Węglowa S.A. in the financial year ended 31 December 2022;
  • g) to issue an opinion on the Report on compensations of Jastrzębska Spółka Węglowa S.A. Management Board and Supervisory Board Members for the financial year ended 31 December 2022;
  • h) to approve the Report on activity of the Jastrzębska Spółka Węglowa S.A. Supervisory Board as the Company's corporate body for the financial year ended 31 December 2022.
    1. Adopt resolutions on the following matters:
    2. a) to grant a discharge to Members of the Jastrzębska Spółka Węglowa S.A. Management Board on the performance of their duties in the financial year ended 31 December 2022;
    3. b) to grant a discharge to Members of the Jastrzębska Spółka Węglowa S.A. Supervisory Board on the performance of their duties in the financial year ended 31 December 2022.
    1. Close the Ordinary Shareholder Meeting.

§2

This resolution shall come into force on the date of its adoption.

Resolution No. ….. adopted by the Ordinary Shareholder Meeting of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna with its registered office in Jastrzębie-Zdrój on 16 June 2023

to approve the Financial statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2022.

Acting pursuant to Article 53 Section 1 of the Accounting Act of 29 September 1994, Article 393 Item 1 and Article 395 § 2 Item 1 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A., having reviewed and taken into account the assessment made by the Company's Supervisory Board, hereby resolves:

  • I. To approve the Financial statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 52 and Article 45 of the Accounting Act, by Resolution No. 200/XI/2023 of 20 March 2023, the JSW S.A. Management Board adopted the Financial statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2022.

Pursuant to Article 382 § 3 item 1 of the Commercial Company Code, having taken into account the audit report prepared by the statutory auditor, by Resolution No. 88/XI/23 of 20 March 2023, the JSW S.A. Supervisory Board issued a positive opinion on the financial statements in question with respect to their consistency with the ledgers, documents and the facts, and moved for the Ordinary Shareholder Meeting to review and approve them.

The said financial statements are subject to review and approval by the Ordinary Shareholder Meeting pursuant to Article 53 Section 1 of the Accounting Act and Article 393 Item 1 and Article 395 § 2 Item 1 of the Commercial Company Code.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to approve the Management Board Report on the activity of Jastrzębska Spółka Węglowa S.A. and the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022.

Acting pursuant to Article 393 Item 1, Article 395 § 2 Item 1 and Article 395 § 5 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A., having reviewed and taken into account the assessment made by the Company's Supervisory Board, hereby resolves:

  • I. To approve the Management Board Report on the activity of Jastrzębska Spółka Węglowa S.A. and the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 49 and Article 52 and 63c and Article 45 and 55 of the Accounting Act, by Resolution No. 201/XI/2023 of 20 March 2023, the JSW S.A. Management Board adopted the Management Board report on the activity of Jastrzębska Spółka Węglowa S.A. and the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022.

Pursuant to Article 382 § 3 Item 1 of the Commercial Company Code, having taken into account the audit report prepared by the statutory auditor, by Resolution No. 89/XI/23 of 20 March 2023, the JSW S.A. Supervisory Board issued a positive opinion on the financial statements in question with respect to their consistency with the ledgers, documents and the facts, and moved for the Ordinary Shareholder Meeting to review and approve them.

The said financial statements are subject to review and approval by the Ordinary Shareholder Meeting pursuant to Article 393 Item 1, Article 395 § 2 Item 1 and Article 395 § 5 of the Commercial Company Code.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to approve the Consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022.

Acting pursuant to Article 63c section 4 of the Accounting Act of 29 September 1994, Article 395 § 5 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A., having reviewed and taken into account the assessment made by the Company's Supervisory Board, hereby resolves:

  • I. To approve the Consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 63c and Article 55 of the Accounting Act, by Resolution No. 202/XI/2023 of 20 March 2023, the JSW S.A. Management Board adopted the Consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2022.

Pursuant to Article 382 § 3 item 1 of the Commercial Company Code, having taken into account the audit report prepared by the statutory auditor, by Resolution No. 90/XI/23 of 20 March 2023, the JSW S.A. Supervisory Board issued a positive opinion on the financial statements in question with respect to their consistency with the ledgers, documents and the facts, and moved for the Ordinary Shareholder Meeting to review and approve them.

The said financial statements are subject to review and approval by the Ordinary Shareholder Meeting pursuant to Article 63c section 4 of the Accounting Act and Article 395 § 5 of the Commercial Company Code.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to approve the Consolidated report on payments made by the Jastrzębska Spółka Węglowa S.A. Group to the public administration bodies for the financial year ended 31 December 2022.

Acting pursuant to Article 63j and Article 53 Section 1 of the Accounting Act of 29 September 1994, Article 393 Item 1, Article 395 § 2 Item 1 and Article 395 § 5 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. Approve the Consolidated report on payments made by the Jastrzębska Spółka Węglowa S.A. Group to the public administration for the financial year ended 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 63f and Article 52 of the Accounting Act, by Resolution No. 203/XI/2023 of 20 March 2023, the JSW S.A. Management Board adopted the Consolidated report on payments made by the Jastrzębska Spółka Węglowa S.A. Group to the public administration for the financial year ended 31 December 2022.

Pursuant to Article 382 § 3 Item 1 of the Commercial Company Code and Resolution No. 91/XI/23 of 20 March 2023, the JSW S.A. Supervisory Board issued a positive opinion on the financial statements in question with respect to their consistency with the ledgers, documents and the facts, and moved for the Ordinary Shareholder Meeting to review and approve them.

The said financial statements are subject to review and approval by the Ordinary Shareholder Meeting pursuant to Article 63j and Article 53 Section 1 of the Accounting Act and Article 393 Item 1, Article 395 § 2 Item 1 and Article 395 § 5 of the Commercial Company Code.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to distribute net profit of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2022.

Acting pursuant to Article 395 § 2 Item 2 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 2 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To allocate JSW S.A.'s net profit for the financial year ended 31 December 2022 in the amount of PLN 7,115,810,065.95 (seven billion one hundred fifteen million eight hundred ten thousand sixty-five Polish zloty and 95/100) in its entirety to the Company's supplementary capital.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 2 of the Commercial Company Code, the Ordinary Shareholder Meeting should adopt a resolution on distributing profits or covering losses.

Acting pursuant to Article 382 §3 Item 2 and Article 395 § 2 Item 2 of the Commercial Company Code, on 20 March 2023 the JSW S.A. Management Board adopted Resolution no. 204/XI/2023 on the motion to the Jastrzębska Spółka Węglowa S.A. Shareholder Meeting on the distribution of the net profit of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2022.

In the financial year ended 31 December 2022 Jastrzębska Spółka Węglowa S.A. generated net profit of PLN 7,115,810,065.95.

Pursuant to the dividend policy set forth in the JSW S.A. prospectus of 2011 (page 59): it is the intention of the JSW S.A. Management Board to recommend to the Shareholder Meeting to pay a dividend in the amount of at least 30% of the consolidated net profit for the financial year. The dividend policy depends on current business performance, cash flows, financial standing and capital requirements, general economic conditions as well as legal, tax, regulatory and contractual restrictions pertaining to dividend payments and on other factors the Management Board considers important, and will be subject to change to align it to the above factors.

According to the provisions of the Liquidity Loan and Preferential Loan Agreements concluded by Jastrzębska Spółka Węglowa S.A. with the Polish Development Fund in 2020 under the Governmental Program entitled "Polish Development Fund's Financial Shield for Large Companies", JSW S.A.'s Management Board undertook, among others, not to recommend to the Shareholder Meeting to adopt resolutions on distribution of dividend, interim dividend, or any other remuneration, including remuneration on the account of retired shares or another amount (or interests paid on undistributed dividends, payments, remunerations or other amounts) (in cash or in kind) on or in respect of its share capital (or any series of shares in its share capital).

Taking into account the above contractual limitations, the net profit earned by JSW S.A. for the financial year ended 31 December 2022 in the amount of PLN 7,115,810,065.95, the JSW S.A. Management Board proposes to allocate all of it to the Company's supplementary capital.

Acting pursuant to Article 382 § 3 Item 2 of the Commercial Company Code, the JSW S.A. Supervisory Board, by Resolution No. 135/XI/23 of 27 April 2023, issued a favorable opinion on the Management Board's motion for the Company's Shareholder Meeting regarding the distribution of JSW S.A.'s net profit for the financial year ended 31 December 2022.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

on accounting for "Other comprehensive income" in Jastrzębska Spółka Węglowa S.A. in the financial year ended 31 December 2022.

Acting pursuant to Article 395 § 5 and 395 § 2 Item 2 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 2 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To give consent to allocate the profit presented in "Other comprehensive income" caused by the measurement of defined employee benefit programs following the term of employment in the amount of PLN 7,621,984.00 (seven million six hundred twenty-one thousand nine hundred eighty-four Polish zloty and 00/100) from the Company's supplementary capital.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

In the line item "Other comprehensive income", Jastrzębska Spółka Węglowa S.A. reported a gain in the financial year ended 31 December 2022 of PLN 22,719,605.62 caused by:

  • measurement of hedging instruments in the amount of PLN 15,097,621.62
  • measurement of the defined employee benefit programs following the term of employment in the amount of PLN 7,621,984.00

The gain generated in "Other comprehensive income" on measurement of hedging instruments in the amount of PLN 15,097,621.62 is subject to settlement in subsequent years with the net result and is presented in the "Statement of changes in equity" as "Capital on revaluation of financial instruments".

Pursuant to IAS 19 the gain on measurement of the defined employee benefit programs following the term of employment in the amount of PLN 7,621,984.00, as presented in "Other comprehensive income", is not subject to reclassification to net result.

Acting pursuant to Article 382 § 3 Item 2 and Article 395 § 2 Item 2 of the Commercial Company Code, Resolution No. 205/XI/2023 of 20 March 2023, the JSW S.A. Management Board hereby moves to the Shareholder Meeting to allocate the profit presented in "Other comprehensive income" of PLN 7,621,984.00 for the Company's supplementary capital.

Acting pursuant to Article 382 § 3 Item 2 of the Commercial Company Code and Resolution No. 136/XI/23 of 27 April 2023, the JSW S.A. Supervisory Board, issued a favorable opinion on the Management Board's motion for the Shareholder Meeting.

Document: Draft resolutions of the JSW S.A. Ordinary Shareholder Meeting 16 June 2023 11 of 31

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to issue an opinion on the Report on compensations of Jastrzębska Spółka Węglowa S.A. Management Board and Supervisory Board Members for the financial year ended 31 December 2022.

The Ordinary Shareholder Meeting of JSW S.A., acting pursuant to Article 90g of the Act of 29 July 2005 on Public Offering and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies, hereby resolves as follows:

  • I. To issue a positive opinion on the Report on compensations of Jastrzębska Spółka Węglowa S.A. Management Board and Supervisory Board Members for the financial year ended 31 December 2022 submitted by the Supervisory Board.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 90g of the Act of 29 July 2005 on Public Offering and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies, the JSW S.A. Supervisory Board, having regard to the independent statutory auditor's report on the assurance service on the evaluation of the Compensation Report, by Resolution No. 138/XI/23 of 27 April 2023, adopted the Report on compensations of Jastrzębska Spółka Węglowa S.A. Management Board and Supervisory Board Members for the financial year ended 31 December 2022 and submits it to the Ordinary Shareholder Meeting of JSW S.A. for opinion.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to approve the Report on activity of the Jastrzębska Spółka Węglowa S.A. Supervisory Board as the Company's corporate body for the financial year ended 31 December 2022.

Acting pursuant to Article 382 § 3 Item 3 of the Commercial Company Code and item 2.11 of the Code of Best Practice for WSE Listed Companies 2021, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To approve the Report on the activity of the Jastrzębska Spółka Węglowa S.A. Supervisory Board as the Company's corporate body for the financial year ended 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

The JSW S.A. Supervisory Board, acting pursuant to Article 382 § 1, § 3 Item 3 and § 31 of the Commercial Company Code, § 20 Section 1 and Section 2 Item 10 of the Articles of Association of Jastrzębska Spółka Węglowa S.A. and as well as Item 2.11 of the Code of Best Practice for WSE Listed Companies 2021, hereby submits to the Ordinary Shareholder Meeting the Report on the activity of the Jastrzębska Spółka Węglowa S.A. Supervisory Board as the Company's corporate body in the financial year ended 31 December 2022 and moves for the Ordinary Shareholder Meeting of JSW S.A. to approve it.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Tomasz Cudny on the performance of his duties as a JSW S.A. Management Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Tomasz Cudny on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2022 to 31 December 2022, which also includes the period when he was the acting Vice-President of the Management Board for Development from 1 January 2022 to 14 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

In its Resolution No. 144/XI/23 of 27 April 2023, the Supervisory Board moved for the JSW S.A. Shareholder Meeting to grant a discharge to Tomasz Cudny on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2022 to 31 December 2022, which also includes the period when he was the acting Vice-President of the Management Board for Development from 1 January 2022 to 14 December 2022.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Sebastian Bartos on the performance of his duties as a JSW S.A. Management Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Sebastian Bartos on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

In its Resolution No. 145/XI/23 of 27 April 2023, the Supervisory Board moved for the JSW S.A. Shareholder Meeting to grant a discharge to Sebastian Bartos on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2022 to 31 December 2022.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Wojciech Kałuża on the performance of his duties as a JSW S.A. Management Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Wojciech Kałuża on the performance of his duties as a JSW S.A. Management Board Member in the period from 15 December 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

In its Resolution No. 146/XI/23 of 27 April 2023, the Supervisory Board moved for the JSW S.A. Shareholder Meeting to grant a discharge to Wojciech Kałuża on the performance of his duties as a JSW S.A. Management Board Member in the period from 14 December 2022 to 31 December 2022.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Robert Ostrowski on the performance of his duties as a JSW S.A. Management Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Robert Ostrowski on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

In its Resolution No. 147/XI/23 of 27 April 2023, the Supervisory Board moved for the JSW S.A. Shareholder Meeting to grant a discharge to Robert Ostrowski on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2022 to 31 December 2022.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Edward Paździorko on the performance of his duties as a JSW S.A. Management Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Edward Paździorko on the performance of his duties as a JSW S.A. Management Board Member in the period 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

In its Resolution No. 148/XI/23 of 27 April 2023, the Supervisory Board moved for the JSW S.A. Shareholder Meeting to grant a discharge to Edward Paździorko on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2022 to 31 December 2022.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Artur Wojtków on the performance of his duties as a JSW S.A. Management Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Artur Wojtków on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

In its Resolution No. 149/XI/23 of 27 April 2023, the Supervisory Board moved for the JSW S.A. Shareholder Meeting to grant a discharge to Artur Wojtków on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2022 to 31 December 2022.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Halina Buk on the performance of her duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Halina Buk on the performance of her duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Michał Rospędek on the performance of his duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Michał Rospędek on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Robert Kudelski on the performance of his duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Robert Kudelski on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Jolanta Górska on the performance of her duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Jolanta Górska on the performance of her duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Robert Łazarczyk on the performance of his duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Robert Łazarczyk on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 July 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Paweł Nieradzik on the performance of his duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Paweł Nieradzik on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 July 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Alojzy Nowak on the performance of his duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Alojzy Nowak on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Stanisław Prusek on the performance of his duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Stanisław Prusek on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Arkadiusz Wypych on the performance of his duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Arkadiusz Wypych on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 31 December 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Paweł Bieszczad on the performance of his duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Paweł Bieszczad on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 1 July 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Izabela Jonek-Kowalska on the performance of her duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Izabela Jonek-Kowalska on the performance of her duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 1 July 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

adopted by the Ordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 June 2023

to grant a discharge to Tadeusz Kubiczek on the performance of his duties as a JSW S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Commercial Company Code of 15 September 2000 and § 26 section 1 item 1 of the Company's Articles of Association, the Ordinary Shareholder Meeting of JSW S.A. hereby resolves:

  • I. To grant a discharge to Tadeusz Kubiczek on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2022 to 1 July 2022.
  • II. This resolution shall come into force on the date of its adoption.

JUSTIFICATION

Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Ordinary Shareholder Meeting should contain an item on granting a discharge to members of the Company's corporate bodies on the performance of their duties.

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