JSW S.A. — M&A Activity 2026

Mar 9, 2026

Report Content Subject:Conclusion of an agreementfor the sale of shares held by JSW S.A. in Przedsiębiorstwo BudowySzybów S.A. and shares held by JSW S.A. in Jastrzębskie ZakładyRemontowe Sp. z o.o. to ARP S.A. and publication of delayed confidentialinformation.

Body of the report:

Withreference to Current Report No. 5/2026 concerning the draft memorandumof agreement between the Management Board and Representative Trade UnionOrganizations and with reference to Current Report No. 7/2026 concerningthe conclusion of memorandums of agreement between JSW S.A. andRepresentative Trade Union Organizations, the Management Board ofJastrzębska Spółka Węglowa S.A. ["JSW," "Company"] hereby reports thaton 6 March 2026,JSWand Agencja Rozwoju Przemysłu S.A. ["Purchaser"] concluded a preliminaryagreement for the sale of shares in Przedsiębiorstwo Budowy Szybów S.A.["PBSz"] and shares in Jastrzębskie Zakłady Remontowe sp. z o.o. ["JZR"]["PRE-SPA"] ["Transaction"].

1.Subject matter ofthe transaction

Thesubject matter of the Agreement is the sale of PBSz shares representing95.81% of the share capital and entitling the holder to 95.81% of votesat the PBSz Shareholder Meeting ["PBSz Shares"], as well as JZR sharesrepresenting 59.39% of the share capital and entitling the holder to59.39% of votes at the JZR Shareholder Meeting ["JZR Shares"] to thePurchaser.

Afterthe transaction is finalized, JSW will no longer hold any shares inPBSz, but will hold shares in JZR representing 1.01% of the sharecapital and entitling it to 1.01% of the votes at the JZR ShareholderMeeting.

2.Transaction priceand payment terms

Theinitial purchase price for PBSz Shares has been set at PLN 274,400,000[two hundred seventy-four million four hundred thousand and 00/100Polish zloty], and for JZR Shares at PLN 791,600,000 [seven hundred andninety-one million six hundred thousand and 00/100 Polish zloty]. Thepreliminary purchase prices may be adjusted as specified in the PRE-SPA.

ThePRE-SPA provides that on the date of signing the PRE-SPA, the Purchasershall pay anadvance payment towards the InitialPurchase Price in the amount of PLN 400,000,000 [four hundred millionand 00/100 Polish zloty], which will be allocated as follows: PLN102,964,000 [one hundred and two million nine hundred and sixty-fourthousand and 00/100 Polish zloty], representing 37.52% of the InitialPurchase Price for PBSz Shares,and PLN297,036,000 [two hundred ninety-seven million thirty-six thousand and00/100 Polish zloty], representing 37.52% of the Initial Purchase Pricefor JZR Shares.The remaining portion of the price will be paid bythe Purchaser to JSW upon fulfillment of the conditions precedent on theTransaction closing date.

3.Security

ThePRE-SPA provides for securing the Purchaser's claim for the refund ofadvance payments in the event that the Transaction does not materializethrough a first-ranking registered pledge on JZR Shares, a first-rankingregistered pledge on PBSz Shares, a registered pledge on specific assetsbelonging to KWK Borynia-Zofiówka, and a mortgage on specific realestate comprising KWK Borynia-Zofiówka ["Bridge Collateral"].

Theestablishment of the Bridge Collateral will require the consent of theinstitutions comprising the consortium financing JSW's operations.

4.Additional terms andconditions and obligations/other key provisions

Theclosing of the Transaction was conditional upon the fulfillment of thefollowing conditions precedent:[i] obtainingantitrust approval from the President of the Office of Competition andConsumer Protection (UOKiK);[ii] no material adverse changeoccurring between the date of the Agreement and the Closing Date; and[iii]the effective expiry, no later than on theClosing Date, of all liabilities or other financial or quasi-financialrelationships [regardless of their legal basis] existing between PBSzand JZR and JSW or any entity related to JSW, including cash poolingagreements, in such a way that as of the Closing Date, PBSz and JZR willnot be parties to any settlementswithin the JSW group, [iv]obtaining prior written consents from the relevant majority of FinancialInstitutions [in accordance with the procedure specified in theFinancing Agreement] represented by PKO BP [acting as Agent andCollateral Agent], whose consents are required to complete theTransaction, and release the following collateral established to securethe Financing Agreement: the guarantee granted by JZR, the registeredpledge established on PBSz Shares; [v] obtaining a statement from theState Treasury - Minister of State Assets on waiving the right of firstrefusal in relation to the acquisition of JZR Shares, ["ConditionsPrecedent"].

JSWand the Purchaser will jointly determine the closing date. The closingdate may be set no earlier than 5 business days after the last of theconditions precedent has been fulfilled ["Closing Date"].

Onthe Closing Date, the final agreement will be concluded and theremaining portion of the price will be paid.

Ifany of the Conditions Precedent are not fulfilled by 30 June 2026["Final Date"], the Purchaser will be entitled to withdraw from thePRE-SPA by submitting a written statement to the Seller within 1 [one]month from the Final Date, by delivering a written notice of withdrawalto the Seller.

["BridgeCollateral"] means collateral established to secure the repayment ofAdvances on the Initial Purchase Price in situations provided for inthis Agreement, in agreement with the Seller Group's FinancialInstitutions:

[a]until the submission of an application for the registration of thecollateral referred to in items [b] and [c], a registered pledge and acivil [ordinary] pledge established on the Shares, pursuant to the SharePledge Agreement;

[b]registeredand civil [ordinary] pledge established on a set of movable property andrights constituting an organized part of the enterprise of KWKBorynia-Zofiówka [Borynia Section] established under the OPE PledgeAgreement;

[c]mortgageson the following properties forming part of the organized part of theenterprise of KWK Borynia-Zofiówka [Borynia Section];

[d]transferto secure the Seller's claims under the Seller's property insuranceagreements concerning the encumbered KWK Borynia-Zofiówka, BoryniaSection OPE [including the real estate comprising them], in a form andcontent satisfactory to the Purchaser;

["MaterialAdverse Change"] means any change or series of changes, events,circumstances, or developments occurring during the Transition Periodthat have had or are reasonably likely to have a material adverse effecton the business activity, operations, assets, liabilities, financial orbusiness condition, or operating results of any of the Companies,regardless of the cause, with a value of not less than PLN 75,000,000[seventy-five million Polish zloty], as well as any of the followingevents:

[a]loss of the ability of any of the Companies [JZR, PBSz] to continueoperating in the Ordinary Course of Business;

[b]loss of the ability of any of the Companies [JZR, PBSz] to settle itsdue financial obligations [insolvency];

[c]merger,division, liquidation, or transformation of any of the Companies [JZR,PBSz];

[d]an event resulting in a Breach of Warranties in relation to any of theFundamental Warranties;

[e]an event resulting in a Breach of Warranties or breach of TransitionPeriod covenants which, on its own or in combination with other events,could reasonably lead to a Loss exceeding PLN 75,000,000 [seventy-fivemillion Polish zloty] or equal to at least that amount;

[f]any event or change that causes or could reasonably be expected to causea decrease in the EBITDA of the Companies [JZR, PBSz] or EBITDA marginby at least 25% [twenty-five percent] relative to the levels assumed inthe financial model of the Transaction;

[g]disclosure,after the Signing Date, of significant costs, liabilities orencumbrances of a one-off or recurring nature related to the exit of theCompanies [JZR, PBSz] from the Seller's group [JSW Group] that were notProperly Disclosed to the Purchaser prior to the Signing Date and thatexceed a total amount of PLN 75,000,000 [seventy-five million Polishzloty] or have a material impact on the financial results or valuationof the Companies;

[h]a circumstance disclosed during Confirmatory Due Diligence that meetsthe criteria set out in this definition;

[i]breachby the Seller of its obligations under Article 5 of this PRE-SPA.

TheAgreement contains standard representations and warranties of theparties regarding PBSz shares, JZR shares, and the companies being sold.In the event of a breach of the representations and warranties or adefault, the parties shall be liable on the terms and within the timelimits specified in the Agreement.

5.Framework ServiceAgreement

TheAgreement provides for the conclusion, during the Transition Period, byJSW, the Purchaser PBSz and JZR of a framework agreement for theprovision of services ["Framework Service Agreement"] in which theParties will regulate the key terms of business concerning:

withregard to JZR:

[i]overhaul services for machinery and equipment related to the coal miningprocess;

[ii]modernization of machinery and equipment related to the coal miningprocess;

[iii]production and supply of machinery and equipment related to coal mining;

[iv]rental and lease of machinery and equipment related to the coal miningprocess;

[v]implementation of overhaul and investment processes related to the CoalPreparation Plant and lease of assets comprising the Coal PreparationPlant.

withregard to PBSz:

[i]shaft works;

[ii]horizontal mining works;

[iii]design services;

[iv]construction and workshop facilities;

[v]infrastructure construction.

6.Purchaser's penaltyput option

Duringthe period of five [5] years from the Closing Date, in the event of anEvent of Default, the Purchaser shall be entitled [but not obligated] todemand that the Seller purchase from the Purchaser: [i] all Sold JZRShares or [ii] all Sold PBSz Shares or [iii] all Sold JZR Shares and allSold PBSz Shares in aggregate, at the Purchaser's sole discretion, onthe terms and conditions set forth in the PRE-SPA.

7.Seller's call option

Duringthe period of five (5) years from the Closing Date, the Seller shall beentitled [but not obligated] to demand that the Purchaser sell to theSeller all Sold JZR Shares or all Sold PBSz Shares in aggregate.

8.Purpose of thetransaction and impact on the Company and the JSW Group

Thetransaction is part of JSW's efforts to divest, improve liquidity, andstabilize its financial position. The funds obtained by the Company willbe allocated to JSW's current operations.

Legalbasis:Article 17(1) of Regulation [EU] No. 596/2014 of the European Parliamentand of the Council of 16 April 2014 on Market Abuse and RepealingDirective 2003/6/EC of the European Parliament and of the Council andCommission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.