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JSW S.A. AGM Information 2026

May 12, 2026

5664_rns_2026-05-12_d47aae76-ee3e-45e3-9c9b-ea3f0cb3f210.pdf

AGM Information

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JSW SA

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 8 June 2026

on electing the Chairperson of the Ordinary Shareholder Meeting.

Acting pursuant to Article 409 § 1 of the Act of 15 September 2000 entitled the Commercial Company Code and § 25 of the Articles of Association of JSW S.A., the Ordinary Shareholder Meeting of JSW S.A. resolves as follows:

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

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

Document: Draft resolutions of the JSW S.A. Ordinary Shareholder Meeting on 8 June 2026
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JSW SA

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 8 June 2026

on electing the Election Committee of the Ordinary Shareholder Meeting.

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

I. The Election Committee is hereby elected in the following composition:

  1. ...
  2. ...
  3. ...

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

Document: Draft resolutions of the JSW S.A. Ordinary Shareholder Meeting on 8 June 2026
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JSW SA

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 8 June 2026

on accepting the agenda for the Ordinary Shareholder Meeting.

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

I. The following agenda is hereby adopted:

  1. Open the Ordinary Shareholder Meeting.
  2. Elect the Chairperson of the Ordinary Shareholder Meeting.
  3. Assert that the Ordinary Shareholder Meeting has been convened correctly and is capable of adopting resolutions.
  4. Select the Election Committee of the Ordinary Shareholder Meeting.
  5. Accept the agenda for the Ordinary Shareholder Meeting.
  6. Adopt a resolution approving the establishment of collateral in connection with the planned execution of a loan agreement in the amount of PLN 850,000,000 between Jastrzębska Spółka Węglowa S.A. as the borrower and Agencja Rozwoju Przemysłu S.A. as the lender.
  7. Present the following Supervisory Board's reports:
    a) Report of the Supervisory Board of Jastrzębska Spółka Węglowa S.A. for the financial year 2025, prepared in accordance with Article 382 § 31 of the Commercial Company Code, containing, among other things, the assessments and information required by the Company's Articles of Association and the 2021 Code of Best Practice for WSE Listed Companies;
    b) Report on compensations of Jastrzębska Spółka Węglowa S.A. Management Board and Supervisory Board Members for the financial year ended 31 December 2025.
  8. Submit:
    a) the Report on entertainment expenditures, expenditures for legal services, marketing services, public relations and social communication services and management consulting services of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025, as reviewed by the JSW S.A. Supervisory Board;
    b) the Report on the Application of Best Practices in Sports Sponsorship, as referred to in Article 7(3)(2) Act on the Rules for Managing State Property of 16 December 2016, as reviewed by the JSW S.A. Supervisory Board.
  9. Present and examine:
    a) Standalone financial statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025;
    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 2025;
    c) Consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2025;
    d) motion to the Shareholder Meeting of Jastrzębska Spółka Węglowa S.A. on covering the net loss of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025;

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JSW SA

e) motion to the Shareholder Meeting of Jastrzębska Spółka Węglowa S.A. on accounting for Other comprehensive income in Jastrzębska Spółka Węglowa S.A. in the financial year ended 31 December 2025;
f) motion to the Shareholder Meeting of Jastrzębska Spółka Węglowa S.A. on distributing the profit brought forward of Jastrzębska Spółka Węglowa S.A.;

  1. Adopt resolutions on the following matters:
    a) to review and approve the standalone financial statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025;
    b) to review and 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 2025;
    c) to review and approve the consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2025;
    d) to cover the net loss of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025;
    e) to account for Other comprehensive income in Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025;
    f) to distribute the profit brought forward of Jastrzębska Spółka Węglowa S.A.;
    g) to approve the Report of the Supervisory Board of Jastrzębska Spółka Węglowa S.A. for the financial year 2025;
    h) 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 2025.

  2. Adopt resolutions on the following matters:
    a) a discharge to Jastrzębska Spółka Węglowa S.A. Management Board Members on the performance of their duties in the financial year ended 31 December 2025;
    b) a discharge to Jastrzębska Spółka Węglowa S.A. Supervisory Board Members on the performance of their duties in the financial year ended 31 December 2025;
    c) a discharge to the members of the governing bodies of the acquired company, JSW Nowe Projekty S.A., who served in their respective capacities during the 2025 financial year.

  3. Close the Ordinary Shareholder Meeting.

Document: Draft resolutions of the JSW S.A. Ordinary Shareholder Meeting on 8 June 2026


JSW SA

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 8 June 2026

on
approving the establishment of collateral in connection with the planned execution of a loan agreement in the amount of PLN 850,000,000 between Jastrzębska Spółka Węglowa S.A. as the borrower and Agencja Rozwoju Przemysłu S.A. as the lender.

Acting pursuant to Article 393 in principio of the Commercial Company Code in connection with § 26 section 1 item 14 of the Articles of Association of Jastrzębska Spółka Węglowa S.A. with its registered office in Jastrzębie-Zdrój ("Company," "JSW"), the following is hereby resolved:

§1

In connection with (i) the planned execution of the loan agreement in the amount of PLN 850,000,000, between Jastrzębska Spółka Węglowa S.A. as the borrower and Agencja Rozwoju Przemysłu S.A. as the lender ("Loan Agreement"), the Ordinary Shareholder Meeting hereby gives consent to establishing the following collateral for the claims of Agencja Rozwoju Przemysłu S.A. arising from the Loan Agreement on the fixed assets and real properties comprising: (i) a separate organizational unit of the Company constituting an organized part of the enterprise comprising the Budryk Mine ("KWK Budryk OPE"); (ii) a separate organizational unit of the Company constituting an organized part of the enterprise comprising the Knurów Szczygłowice Mine ("KWK Knurów-Szczygłowice OPE"); (iii) a separate organizational unit of the Company constituting an organized part of the enterprise comprising the Pniówk Mine ("KWK Pniówk OPE"); (iv) a separate organizational unit of the Company constituting an organized part of the enterprise comprising the Borynia-Zofiówka Mine – Zofiówka Section ("KWK Borynia-Zofiówka – Zofiówka Section OPE"); (v) a separate organizational unit of the Company constituting an organized part of the enterprise comprising the Borynia-Zofiówka Mine – Borynia Section ("KWK Borynia-Zofiówka – Borynia Section OPE"), i.e.:

(a) establishment of a mortgage (mortgages) on real estate comprising the KWK Budryk OPE;
(b) establishment of a mortgage (mortgages) on real estate comprising the KWK Knurów-Szczygłowice OPE;
(c) establishment of a mortgage (mortgages) on real estate comprising the KWK Pniówk OPE;
(d) establishment of a mortgage (mortgages) on real estate comprising the KWKA Borynia-Zofiówka – Zofiówka Section OPE;
(e) establishment of a mortgage (mortgages) on real estate comprising the KWKA Borynia-Zofiówka – Borynia Section OPE;
(f) establishment of registered pledges on a set of movable property constituting the assets of the KWK Budryk OPE, constituting an economic whole, even if its composition is variable, with the exception of those elements the disposal of which requires the consent of the minister responsible for the environment pursuant to the Geological and Mining Law Act of 9 June 2011 (i.e., excluding facilities, equipment and installations erected in the area covered by mining usufruct);

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(g) establishment of registered pledges on a set of movable property constituting the assets of the KWK Knurów-Szczygłowice OPE, constituting an economic whole, even if its composition is variable, with the exception of those elements the disposal of which requires the consent of the minister responsible for the environment pursuant to the Geological and Mining Law Act of 9 June 2011 (i.e., excluding facilities, equipment and installations erected in the area covered by mining usufruct);

(h) establishment of registered pledges on a set of movable property constituting the assets of the KWK Pniówk OPE, constituting an economic whole, even if its composition is variable, with the exception of those elements the disposal of which requires the consent of the minister responsible for the environment pursuant to the Geological and Mining Law Act of 9 June 2011 (i.e., excluding facilities, equipment and installations erected in the area covered by mining usufruct);

(i) establishment of registered pledges on a set of movable property constituting the assets of the KWK Borynia-Zofiówka – Zofiówka Section OPE, constituting an economic whole, even if its composition is variable, with the exception of those elements the disposal of which requires the consent of the minister responsible for the environment pursuant to the Geological and Mining Law Act of 9 June 2011 (i.e., excluding facilities, equipment and installations erected in the area covered by mining usufruct);

(j) establishment of registered pledges on a set of movable property constituting the assets of the KWK Borynia-Zofiówka – Borynia Section OPE, constituting an economic whole, even if its composition is variable, with the exception of those elements the disposal of which requires the consent of the minister responsible for the environment pursuant to the Geological and Mining Law Act of 9 June 2011 (i.e., excluding facilities, equipment and installations erected in the area covered by mining usufruct);

(k) assignment of receivables arising from property insurance contracts entered into by the Company (excluding receivables insurance) relating to the encumbered assets of the KWK Budryk OPE, KWK Knurów-Szczygłowice OPE, KWK Pniówk OPE, KWK Borynia-Zofiówka – Zofiówka Section OPE and KWK Borynia-Zofiówka – Borynia Section OPE (including the real estate comprising them) constituting the subject of the mortgages referred to above and the registered pledges referred to above;

(l) conclusion, execution, delivery and performance of all contracts, agreements, statements, certificates, notices, powers of attorney and any other documents required to establish the collateral specified in the preceding paragraphs.

§2

The Shareholder Meeting consents for the creditor authorized under the collateral referred to in §1 above, i.e. Agencja Rozwoju Przemysłu S.A., to conduct enforcement from these collateral instruments in every manner permissible by law, also by taking over the management of the enterprise, leasing the enterprise, selling the object of the registered pledge in a public tender and taking ownership title to the registered pledge.

§3

The capitalized terms defined in the Management Board Motion expressed in the Company's Management Board Resolution No. 188/XI/2026, dated 6 May 2026, shall retain their meaning in this document, unless otherwise defined herein.

§4

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

Document: Draft resolutions of the JSW S.A. Ordinary Shareholder Meeting on 8 June 2026

JUSTIFICATION

The need to establish the collateral package referred to in the resolution stems from the terms agreed upon during negotiations between Agencja Rozwoju Przemysłu S.A. and JSW S.A. in connection with JSW S.A.'s intention to take advantage of the financing provided by ARP.

The amendment to the Act on the System of Development Institutions allows Agencja Rozwoju Przemysłu S.A. (ARP, Industrial Development Agency) to grant loans to companies of significant importance to the national economy. The Act provides financial support to companies undergoing reorganization (including, among others, JSW), enabling them to take steps to optimize their operations and reduce costs.

In the Management Board's view, the JSW Group's unique financial standing – caused by stagnation in the coal and coke markets, unfavorable macroeconomic conditions, a significant decline in the dollar exchange rate coupled with high mining costs, a high level of investments and increasingly difficult mining and geological conditions – justifies the adoption of this solution. The adoption of the resolution approving the establishment of the proposed collateral falls within the powers of the Shareholder Meeting.

By Resolution No. 674/XI/26 of 7 May 2026, the Supervisory Board approved the Management Board's motion to the JSW S.A. Shareholder Meeting regarding this matter.

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on reviewing and approving the standalone financial statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025.

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 Act of 15 September 2000 entitled the Commercial Company Code 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 standalone financial statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025.

JUSTIFICATION

The JSW S.A. Management Board, acting pursuant to § 12, section 4 of the Company's Articles of Association in connection with § 20 section 2 items 7 and 11 and § 26 section 1 item 1, according to Article 45 and Article 52 of the Accounting Act of 29 September 1994 and § 72 section 1 of the Finance Minister's Regulation of 6 June 2025 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent, by Resolution No. 169/XI/2026 dated 29 April 2026, approved the Standalone financial statements of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025.

Pursuant to Article 382 § 3 Item 1 of the Commercial Company Code, in conjunction with § 20 Section 2 items 7 and 11 of the Company's Articles of Association, having taken into account the audit report prepared by the statutory auditor, by Resolution No. 664/XI/26 of 29 April 2026, 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 JSW S.A. 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.

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on reviewing and approving 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 2025.

Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 1 of the Act of 15 September 2000 entitled the Commercial Company Code 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 2025.

Acting pursuant to § 12 section 4, in conjunction with § 20 section 2 items 8 and 11 and § 26 section 1 item 1 of the Company's Articles of Association, and Article 49, as well as Article 52 and Article 63c, and Article 45 and Article 55 of the Accounting Act of 29 September 1994, and § 72 and 73 of the Regulation of the Minister of Finance of 6 June 2025 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent, by Resolution No. 170/XI/2026 of 29 April 2026, 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 2025.

Pursuant to Article 382 § 3 Item 1 of the Commercial Company Code, in conjunction with § 20 Section 2 items 8 and 11 of the Company's Articles of Association, having taken into account the audit report prepared by the statutory auditor, by Resolution No. 665/XI/26 of 29 April 2026, 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 report is subject to review and approval by the JSW S.A. Ordinary Shareholder Meeting pursuant to Article 393 Item 1 and Article 395 § 2 Item 1 of the Commercial Company Code.

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on reviewing and approving the consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2025.

Acting pursuant to Article 63c Section 4 of the Accounting Act of 29 September 1994, Article 395 § 5 of the Act of 15 September 2000 entitled the Commercial Company Code 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 2025.

The JSW S.A. Management Board, acting pursuant to § 12, section 4 of the Company's Articles of Association in connection with § 20 section 2 items 7 and 11 and § 26 section 1 item 1, according to Article 55 and Article 63c of the Accounting Act of 29 September 1994 and § 73 section 1 of the Finance Minister's Regulation of 6 June 2025 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent, by Resolution No. 171/XI/2026 dated 29 April 2026, approved the Consolidated financial statements of the Jastrzębska Spółka Węglowa S.A. Group for the financial year ended 31 December 2025.

Pursuant to Article 382 § 3 Item 1 of the Commercial Company Code, in conjunction with Article 395 § 5 of the Commercial Company Code, and § 20 Section 2 items 7 and 11 of the Company's Articles of Association, having taken into account the audit report prepared by the statutory auditor, by Resolution No. 666/XI/26 of 29 April 2026, 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 of JSW S.A. pursuant to Article 63c Section 4 of the Accounting Act and Article 395 § 5 of the Commercial Company Code.

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on covering the net loss of Jastrzębska Spółka Węglowa S.A. in the financial year ended 31 December 2025.

Acting pursuant to Article 395 § 2 Item 2 of the Act of 15 September 2000 entitled the Commercial Company Code and § 26 section 1 item 2 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 of the Management Board's motion to the Shareholder Meeting of Jastrzębska Spółka Węglowa S.A. on covering the net loss of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025, hereby resolves:

I. To cover the net loss of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025 in the amount of PLN 5,058,932,393.47 (five billion fifty-eight million nine hundred thirty-two thousand three hundred ninety-three and 47/100 Polish zloty) in full from the Company's supplementary capital.

The standalone financial statements of Jastrzębska Spółka Węglowa S.A. prepared for the financial year ended 31 December 2025 showed a net loss of PLN 5,058,932,393.47.

Reasons for the net loss incurred in 2025:

  1. Recognition of an impairment loss on non-financial non-current assets of JSW's mining operations in the standalone financial statements.

The recognition of the impairment loss is a consequence of the impairment tests performed, as a result of the analysis of the rationale, as of 31 December 2025, which indicated the need to recognize in the 2025 profit or loss an impairment loss for non-financial non-current assets in the amount of PLN 2,050.0 million and to reverse the impairment loss in the amount of PLN 733.9 million.

Overall in 2025, the Company recognized an impairment loss for non-financial non-current assets in the amount of PLN 2,724.8 million and a reversal of impairment losses of PLN 760.8 million, recognized in the financial result of the Coal Segment, and presented in the line item Impairment of non-financial non-current assets of the standalone statement of profit or loss and other comprehensive income.

  1. Decline in sales revenue due to the ongoing downturn in the markets for JSW's main products.

The Company's financial results in 2025 were driven by prolonged adverse market conditions, which led to unfavorable changes in the prices of coking coal and coke on

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global markets – factors that directly impact JSW's financial position and sales revenue – as well as a decline in coal production volumes.

Considering the coking coal prices affecting the Group's prices in a given year (the average price in October 2024 – November 2025), the decrease in the average reference price for coking coal in 2025 versus 2024 was 28% (PLV: 190 USD/t in 2025; 263 USD/t in 2024).

The above market conditions were reflected in the prices commanded by JSW. The total actual average coal price in 2025 stood at PLN 589.55 per ton and was 27.6% lower than the actual price in the corresponding period of the previous year. The average price of coking coal in this period was PLN 664.76 per ton (a decrease of 24.6% compared to the corresponding period of the previous year), and the average price of steam coal was PLN 297.59 per ton (a decrease of 34.2% compared to the corresponding period of the previous year).

The average price of coke sold by the Group in 2025 was PLN 969.52 per ton (down 25.6% from the same period in the previous year).

The Company's Management Board proposes that the net loss of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025 in the amount of PLN 5,058,932,393.47 be covered from the Company's supplementary capital.

The Company's Management Board also took into account in its motion the supplementary capital (including the share premium account) in the amount of PLN 6,596,151,223.98, which allows covering the net loss for 2025 in the amount of PLN 5,058,932,393.47 shown in the Company's standalone financial statements for the financial year ended 31 December 2025.

The above is consistent with the requirements of Article 396 § 5 of the Commercial Company Code and with the Guidelines for companies wholly owned by the State Treasury preparing financial statements for 2025.

The balance of the supplementary capital after covering the net loss for 2025 will meet the requirements of Article 396 § 1 of the Commercial Company Code.

The Supervisory Board of JSW S.A., pursuant to Article 382 § 3(2) of the Commercial Company Code, in Resolution No. 668/XI/26 of 29 April 2026, positively assessed the motion of the Management Board of Jastrzębska Spółka Węglowa S.A. to the Shareholder Meeting of Jastrzębska Spółka Węglowa S.A. to cover the net loss of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025 in the amount of PLN 5,058,932,393.47 entirely from the Company's supplementary capital.

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on accounting for Other comprehensive income in Jastrzębska Spółka Węglowa S.A. in the financial year ended 31 December 2025.

The Ordinary Shareholder Meeting of JSW S.A., acting pursuant to Article 395 § 2 Item 2 of the Act of 15 September 2000 entitled the Commercial Company Code and § 26 Section 1 Item 2) of the Company's Articles of Association, having reviewed and taken into account the Company's Supervisory Board's assessment of the Management Board's motion regarding accounting for Other comprehensive income of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025, hereby resolves to:

I. Cover the net loss recognized in Other comprehensive income of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31 December 2025, arising from the valuation of post-employment defined benefit plans, in the amount of PLN 28,289,647.00 (twenty-eight million two hundred eighty-nine thousand six hundred forty-seven 00/100 Polish zloty) from the Company's supplementary capital.

For the financial year ended 31 December 2025, Jastrzębska Spółka Węglowa S.A. reported a loss of PLN (8,998,925.20) under Other comprehensive income arising from:

  • measurement of hedging instruments in the amount of PLN 19,290,721.80
  • measurement of the defined benefit plans following the term of employment in the amount of PLN 28,289,647.00

The profit generated in Other comprehensive income on measurement of hedging instruments in the amount of PLN 19,290,721.80 is subject to settlement in subsequent years with the net result and is presented in the Standalone statement of changes in equity as Capital on revaluation of financial instruments.

Pursuant to IAS 19 the loss on measurement of the defined benefit plans following the term of employment in the amount of PLN 28,289,647.00, as presented in Other comprehensive income, is not subject to reclassification to net result.

In light of the above, the Management Board of Jastrzębska Spółka Węglowa S.A. proposes to cover the loss arising from the valuation of post-employment defined benefit plans, in the amount of PLN 28,289,647.00, from the Company's supplementary capital.

The Supervisory Board of JSW S.A., pursuant to Article 382 § 3(2) of the Commercial Company Code, by Resolution No. 669/XI/26 of 29 April 2026, has positively assessed the motion of the Management Board of Jastrzębska Spółka Węglowa S.A. to the Shareholder Meeting of Jastrzębska Spółka Węglowa S.A. to cover the loss reported in Other comprehensive income of Jastrzębska Spółka Węglowa S.A. for the financial year ended 31

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December 2025, arising from the valuation of post-employment defined benefit plans, in the amount of PLN 28,289,647.00 from the Company's supplementary capital.

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on distributing the profit brought forward of Jastrzębska Spółka Węglowa S.A.

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 JSW S.A. Ordinary Shareholder Meeting, having reviewed and taken into account the assessment made by the Company's Supervisory Board regarding the Management Board's motion to distribute profit brought forward, hereby resolves to:

I. Allocate the profit brought forward of Jastrzębska Spółka Węglowa S.A., arising from the merger of Jastrzębska Spółka Węglowa S.A. with its subsidiary JSW Nowe Projekty S.A. as at 31 December 2025, in the amount of PLN 1,302,322.16 (one million three hundred two thousand three hundred twenty-two and 16/100 Polish zloty) to the Company's supplementary capital.

On 31 December 2025, the District Court for Katowice-Wschód in Katowice, 8th Commercial Division of the National Court Register, issued a ruling regarding the merger of Jastrzębska Spółka Węglowa S.A. (acquiring company) with its subsidiary JSW Nowe Projekty S.A. (acquired company) Current Report No. 124/2025, containing information on this matter, was published on 31 December 2025.

As a result of the merger, as at 31 December 2025, the acquired shares of Nowe Projekty, valued at PLN 4.7 million, were written off in the accounting records of Jastrzębska Spółka Węglowa S.A., and the net assets of the acquired company, amounting to PLN 6.0 million, were recognized and, as a result, the difference between the purchase price and the acquired net assets in the amount of PLN 1.3 million was recognized as profit brought forward and presented in the Standalone statement of changes in equity under the Retained earnings line item.

In light of the above, the Management Board of Jastrzębska Spółka Węglowa S.A. proposes to allocate the profit brought forward arising from the merger of Jastrzębska Spółka Węglowa S.A. with its subsidiary JSW Nowe Projekty S.A. as at 31 December 2025, in the amount of PLN 1,302,322.16, to the Company's supplementary capital.

Pursuant to Article 382 § 3(2) of the Commercial Company Code, the Management Board's motion on this matter is subject to assessment by the JSW S.A. Supervisory Board.

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on
approving the Report of the Supervisory Board of Jastrzębska Spółka Węglowa S.A. for the financial year 2025.

Acting pursuant to Article 382 § 3 Item 3) of the Act of 15 September 2000 entitled 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 to:

I. Approve the Report of the Supervisory Board of Jastrzębska Spółka Węglowa S.A. for the financial year 2025.

Pursuant to Article 382 § 1, § 3(3), and § 3¹ of the Commercial Company Code, as well as § 20(1) and (2)(9) of the Articles of Association of Jastrzębska Spółka Węglowa S.A., as well as the provisions of the Code of Best Practice for WSE Listed Companies 2021, the Supervisory Board prepares and submits to the Shareholder Meeting for approval a report that meets the conditions set forth in the aforementioned regulations.

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on issuing 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 2025.

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

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 2025 submitted by the Supervisory Board.

Pursuant to the Act of 29 July 2005 on Public Offerings and the Conditions for Floating Financial Instruments in an Organized Trading System and on Public Companies, the Supervisory Board prepares an annual compensation report that meets the conditions specified in the Act. The report is reviewed by a statutory auditor to the extent specified in Article 90g(10) of the Act and submitted to the Shareholder Meeting for the adoption of a resolution expressing an opinion.

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

Acting pursuant to Article 395 § 2 Item 3 of the Act of 15 September 2000 entitled the Commercial Company Code 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 Bogusław Oleksy on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 October 2025 to 31 December 2025.

JUSTIFICATION

The Ordinary General Meeting exercises the powers set forth in Articles 393 Item 1, 395 § 2 Item 3 of the Commercial Company Code.

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

Acting pursuant to Article 395 § 2 Item 3 of the Act of 15 September 2000 entitled the Commercial Company Code 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 Adam Rozmus on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2025 to 31 December 2025.

JUSTIFICATION

The Ordinary General Meeting exercises the powers set forth in Articles 393 Item 1, 395 § 2 Item 3 of the Commercial Company Code.

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

I. To grant a discharge to Jolanta Gruszka on the performance of her duties as a JSW S.A. Management Board Member in the period from 1 January 2025 to 31 December 2025.

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

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 2025 to 31 December 2025.

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

I. To grant a discharge to Ryszard Janta on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2025 to 3 October 2025.

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

Acting pursuant to Article 395 § 2 Item 3 of the Act of 15 September 2000 entitled the
Commercial Company Code 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 Remigiusz Krzyżanowski on the performance of his duties as a
JSW S.A. Management Board Member in the period from 1 January 2025 to 1
September 2025.

JUSTIFICATION

The Ordinary General Meeting exercises the powers set forth in Articles 393 Item 1, 395 § 2
Item 3 of the Commercial Company Code.

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to
grant a discharge to Jarosław Kluczniok on the performance of her duties as a JSW S.A. Management Board Member

I. To grant a discharge to Jarosław Kluczniok on the performance of his duties as a JSW S.A. Management Board Member in the period from 1 January 2025 to 7 July 2025.

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

I. To grant a discharge to Andrzej Karbownik on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 16 December 2025 to 31 December 2025.

JUSTIFICATION

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

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 2025 to 31 December 2025.

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

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 2025 to 31 December 2025.

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

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 2025 to 31 December 2025.

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

I. To grant a discharge to Artur Kisielewski on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2025 to 31 December 2025.

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

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 January 2025 to 31 December 2025.

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

I. To grant a discharge to Krzysztof Wrona on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2025 to 31 December 2025.

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

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 2025 to 31 December 2025.

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

I. To grant a discharge to Marek Szczęch on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2025 to 31 December 2025.

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

I. To grant a discharge to Łukasz Brzózka on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 23 December 2025 to 31 December 2025.

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

I. To grant a discharge to Łukasz Czopik on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 23 December 2025 to 31 December 2025.

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

I. To grant a discharge to Katarzyna Bilińska on the performance of her duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2025 to 22 December 2025.

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

I. To grant a discharge to Arkadiusz Mężyk on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2025 to 28 October 2025.
II. The resolution shall come into force on the date of its adoption.

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

I. To grant a discharge to Krzysztof Szlaga on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2025 to 14 June 2025.

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

I. To grant a discharge to Paweł Rostkowski on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 1 January 2025 to 16 January 2025.

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

I. To grant a discharge to Bogusław Oleksy on the performance of his duties as a JSW S.A. Supervisory Board Member in the period from 28 August 2025 to 30 September 2025, including in the period when he was delegated to perform temporarily the duties of a Management Board Member.

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to
grant a discharge to Jacek Albrecht on the performance of his duties as a JSW Nowe Projekty S.A. Management Board Member

Acting pursuant to Article 395 § 2 Item 3, in conjunction with Article 494 § 1 of the Act of 15 September 2000 entitled the Commercial Company Code 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 Jacek Albrecht on the performance of his duties as a JSW Nowe Projekty S.A. Management Board Member in the period 1 January 2025 to 13 July 2025.

The Ordinary Shareholder Meeting of Jastrzębska Spółka Węglowa S.A. exercises the powers specified in Article 393(1) and Article 395(2)(3), in conjunction with Article 494(1) of the Commercial Company Code, with respect to the members of the governing bodies of JSW Nowe Projekty S.A. The merger, carried out pursuant to Article 492(1)(1), was registered in the National Court Register on 31 December 2025 (Current Report No. 124/2025).

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to
grant a discharge to Bogusław Oleksy on the performance of his duties as a JSW Nowe Projekty S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3, in conjunction with Article 494 § 1 of the Act of 15 September 2000 entitled the Commercial Company Code 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 Bogusław Oleksy on the performance of his duties as a JSW Nowe Projekty S.A. Supervisory Board Member for the following periods:
- from 1 January 2025 to 23 May 2025,
- from 10 July 2025, to 28 August 2025, including the period during which he was delegated to perform temporarily the duties of a Management Board Member.

The Ordinary Shareholder Meeting of Jastrzębska Spółka Węglowa S.A. exercises the powers specified in Article 393(1) and Article 395(2)(3), in conjunction with Article 494(1) of the Commercial Company Code, with respect to the members of the governing bodies of JSW Nowe Projekty S.A. The merger, carried out pursuant to Article 492(1)(1), was registered in the National Court Register on 31 December 2025 (Current Report No. 124/2025).

to
grant a discharge to Karina Pietruszka on the performance of her duties as a JSW Nowe Projekty S.A. Supervisory Board Member

I. To grant a discharge to Karina Pietruszka on the performance of her duties as a JSW Nowe Projekty S.A. Supervisory Board Member in the period from 01 January 2025 to 26 June 2025.

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to
grant a discharge to Joanna Kowarska on the performance of her duties as a JSW Nowe Projekty S.A. Supervisory Board Member

I. To grant a discharge to Joanna Kowarska on the performance of her duties as a JSW Nowe Projekty S.A. Supervisory Board Member in the period from 01 January 2025 to 31 December 2025.

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to
grant a discharge to Ewelina Czerniawko-Karcz on the performance of her duties as a JSW Nowe Projekty S.A. Supervisory Board Member

I. To grant a discharge to Ewelina Czerniawko-Karcz on the performance of her duties as a JSW Nowe Projekty S.A. Supervisory Board Member in the period from 01 January 2025 to 31 December 2025.

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to
grant a discharge to Beata Klepek on the performance of her duties as a JSW
Nowe Projekty S.A. Supervisory Board Member

Acting pursuant to Article 395 § 2 Item 3 of the Act of 15 September 2000 entitled the
Commercial Company Code 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 Beata Klepek on the performance of her duties as a JSW Nowe
Projekty S.A. Supervisory Board Member in the period from 9 September 2025 to 31
December 2025, including in the period when she was delegated to perform temporarily
the duties of a Management Board Member.

The Ordinary Shareholder Meeting of Jastrzębska Spółka Węglowa S.A. exercises the
powers specified in Article 393(1) and Article 395(2)(3), in conjunction with Article 494(1) of
the Commercial Company Code, with respect to the members of the governing bodies of
JSW Nowe Projekty S.A. The merger, carried out pursuant to Article 492(1)(1), was
registered in the National Court Register on 31 December 2025 (Current Report No.
124/2025).

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