JSW S.A.

Declaration of Voting Results & Voting Rights Announcements • Mar 16, 2023

adopted by the Extraordinary Shareholder Meeting

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

on 16 March 2023

on electing the Chairperson of the Extraordinary Shareholder Meeting.

The Extraordinary 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

Mr. Andrzej Leganowicz is elected to be the Chairperson of the Extraordinary Shareholder Meeting.

§2

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

The outcome of the vote on the resolution taken in a secret ballot was as follows:

– total number of valid votes cast: 73,833,967 (1 share=1 vote), which represents 62,88% of the share capital,

• number of votes cast "in favor" of the resolution: 73,833,967
• number of votes cast "against" the resolution: 0
• number of votes "abstaining": 0

adopted by the Extraordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 March 2023

on refraining from election of the Election Committee.

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

§1

Refrain from electing members of the election committee due to the absence of candidates.

§2

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

The outcome of the vote on the resolution taken in an open ballot was as follows:

– number of votes cast "in favor" of the resolution: 66,974,813

^– number of votes cast "against" the resolution: 0

^– number of votes "abstaining": 6,859,154

adopted by the Extraordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 March 2023

on accepting the agenda for the Extraordinary Shareholder Meeting.

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

§1

The following agenda is hereby adopted:

• 1. Open the Extraordinary Shareholder Meeting.
• 1. Elect the Chairperson of the Extraordinary Shareholder Meeting.
• 1. Assert that the Extraordinary Shareholder Meeting has been convened correctly and is capable of adopting resolutions.
• 1. Select the Election Committee of the Extraordinary Shareholder Meeting.
• 1. Accept the agenda for the Extraordinary Shareholder Meeting.
• 1. Adopt a resolution to express consent for the establishing of collateral for the planned debt financing for Jastrzębska Spółka Węglowa S.A.
• 1. Notify the result of the recruitment procedure for the position of Jastrzębska Spółka Węglowa S.A. Management Board Member in the 11th term of office and provide report from that procedure.
• 1. Close the Extraordinary Shareholder Meeting.

§2

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

The outcome of the vote on the resolution taken in an open ballot was as follows:

– number of votes cast "in favor" of the resolution: 73,833,967

^– total number of valid votes cast: 73,833,967 (1 share = 1 vote), which represents 62,88% of the share capital,

^– number of votes cast "against" the resolution: 0

^– number of votes "abstaining": 0

adopted by the Extraordinary Shareholder Meeting

of the company doing business as Jastrzębska Spółka Węglowa Spółka Akcyjna

with its registered office in Jastrzębie-Zdrój

on 16 March 2023

on expressing consent for the establishing of collateral for the planned debt financing for Jastrzębska Spółka Węglowa S.A.

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, the following is hereby resolved:

§1

In connection with the pending process of obtaining debt financing for Jastrzębska Spółka Węglowa S.A. ("JSW", "Company"), which is to be extended by (i) a consortium of financial institutions consisting of Agencja Rozwoju Przemysłu S.A., Towarzystwo Finansowe "Silesia" sp. z o.o., PZU S.A., PZU Życie S.A., Bank Gospodarstwa Krajowego, Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski S.A., and Alior Bank S.A. ("Consortium"), the Extraordinary Shareholder Meeting hereby consents to establish, among others, the following collateral for the Consortium's accounts receivable, as well as other collateral that may prove to be necessary in connection with the extended financing:

• (a) surety of up to 120% of the financing provided by JSW KOKS S.A. and Jastrzębskie Zakłady Remontowe sp. z o.o. and such Subsidiary to ensure that the total share of the Guarantors and the Company in the Group's total balance sheet assets and EBITDA, respectively, is not less than 85% of such total balance sheet assets and EBITDA of the Group;
• (b) mortgage on properties and registered pledges on sets of items containing personal property, even if the composition thereof is variable, forming part of the following:
  • (i) organized part of an enterprise Zofiówka Section;
  • (ii) organized part of an enterprise KWK Knurów-Szczygłowice;
  • (iii) organized part of an enterprise KWK Pniówek; and
  • (iv) organized part of an enterprise Bzie Section

(and forming part of any organized part of an enterprise (ZORG) spun off from any of the aforementioned ZORGs, insofar as such spinoff transpires, for the avoidance of doubt also encompassing elements of that set of items originating from other sets of items or constituting a portion of a spun off ZORG),

in every instance, net of those elements for whose disposal it is necessary to obtain the consent of the minister with jurisdiction over environmental affairs pursuant to the Act entitled Geological and Mining Law of 9 June 2011 (i.e. net of those facilities, equipment and installations put into place in the space involved with mining occupancy);

• (c) registered pledges on the Company's shares held in the share capital of JSW KOKS S.A.;
• (d) registered pledges on selected bank accounts of the Company, together with powers-of-attorney to the bank accounts with instructions and the possibility to block them;
• (e) financial and civil pledges on selected bank accounts of the Company, together with powers-of-attorney to the bank accounts with instructions and the possibility to block them;

• (f) assignment of receivables arising from:
  • (i) for the sale of coal, coke and hydrocarbons, from which the Company's total net cash flows in a given financial year amount to not less than 150% of the outstanding loans as at the end of the last financial year; and
  • (ii) insurance agreements for the Company's assets (excluding receivables) pertaining to the encumbered organized parts of enterprises (ZORGs) (including the real properties forming part thereof),
• (g) statement on submitting to enforcement addressed to the entities extending financing tendered by the Company and the guarantors;
• (h) registered pledge on the Company's shares held in the share capital of Przedsiębiorstwo Budowy Szybów S.A.; and
• (i) guarantees provided by KUKE S.A.

§2

The Shareholder Meeting consents for the creditors authorized under the collateral referred to above, in particular Powszechna Kasa Oszczędności Bank Polski S.A., as the security agent, 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 lien or pledge in a public tender and taking ownership title to the registered lien or pledge.

§3

The consent extended by the Shareholder Meeting in this resolution is expressed subject to the necessity of obtaining the JSW Supervisory Board's consent to execute the pertinent financing documents, in particular the financing agreement with the Consortium, after agreeing on their contents with the relevant financial institutions interested in extending the financing.

§4

The capitalized terms defined in the Motion of the Management Board expressed in the Company's Management Board Resolution No. 73/XI/2023, dated 31 January 2023, shall retain their meaning in this document, unless otherwise defined herein.@ retain their meaning in this document, unless they are otherwise defined herein.

§5

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

The outcome of the vote on the resolution taken in an open ballot was as follows:

• total number of valid votes cast: 73,833,967 (1 share = 1 vote), which represents 62,88% of the share capital,
• number of votes cast "in favor" of the resolution: 65,370,759
• number of votes cast "against" the resolution: 7,617,012
• number of votes "abstaining": 846,196