JSW S.A. — Proxy Solicitation & Information Statement 2026

Mar 4, 2026

JSW SA

Resolution No. ...
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 31 March 2026

on electing the Chairperson of the Extraordinary Shareholder Meeting.

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

I. The following person is elected to be the Chairperson of the Extraordinary Shareholder Meeting:

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

Document: Draft resolutions of the JSW S.A. Extraordinary Shareholder Meeting of 31 March 2026

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JSW SA

Resolution No. ...
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 31 March 2026

on electing the Election Committee of the Extraordinary Shareholder Meeting.

The Extraordinary 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. Extraordinary Shareholder Meeting of 31 March 2026
2 of 7

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JSW SA

Resolution No. ...
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 31 March 2026

on accepting the agenda for the Extraordinary Shareholder Meeting.

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

I. The following agenda is hereby adopted:

1. Open the Extraordinary Shareholder Meeting.
2. Elect the Chairperson of the Extraordinary Shareholder Meeting.
3. Assert that the Extraordinary Shareholder Meeting has been convened correctly and is capable of adopting resolutions.
4. Select the Election Committee of the Extraordinary Shareholder Meeting.
5. Accept the agenda for the Extraordinary Shareholder Meeting.
6. Adopt a resolution on granting consent to establish a mortgage (mortgages) on real estate comprising a separate organizational unit of the Company constituting an organized part of the enterprise comprising the Budryk Hard Coal Mine (KWK Budryk OPE) (and on any OPE spun off from the KWK Budryk OPE, if such a spin-off takes place) ("Mortgage") and registered pledges on a set of movable property constituting the assets of the KWK Budryk OPE (and any OPE spun off from the KWK Budryk OPE, if such a spin-off takes place), 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) ("Pledge") and the assignment of rights under insurance agreements for the Company's assets (excluding claims) relating to the encumbered assets of the KWK Budryk OPE (including the real estate comprising it) constituting the subject of the Mortgage and the Pledge ("Assignment").
7. Adopt a resolution on granting consent to establish a pledge in favor of Agencja Rozwoju Przemysłu S.A. with its registered office in Warsaw, at ul. Nowy Świat 6/12, 00-400 Warsaw, entered in the Register of Commercial Undertakings of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under file number (KRS) 0000037957, Statistical number (REGON): 006746410 and taxpayer ID number (NIP) 5260300204 ("ARP") of mortgage (mortgages) on real estate and registered and civil (ordinary) pledges on a set of movable property, even if its composition is variable, included in the KWK Borynia-Zofiówka, Borynia Section OPE and the assignment of rights under insurance agreements relating to the above assets.
8. Close the Extraordinary Shareholder Meeting.

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

Document: Draft resolutions of the JSW S.A. Extraordinary Shareholder Meeting of 31 March 2026

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JSW SA

Resolution No. ...

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 31 March 2026

on adopting a resolution on granting consent to establish a mortgage (mortgages) on real estate comprising a separate organizational unit of the Company constituting an organized part of the enterprise comprising the Budryk Hard Coal Mine (KWK Budryk OPE) (and on any OPE spun off from the KWK Budryk OPE, if such a spin-off takes place) ("Mortgage") and registered pledges on a set of movable property constituting the assets of the KWK Budryk OPE (and any OPE spun off from the KWK Budryk OPE, if such a spin-off takes place), 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) ("Pledge") and the assignment of rights under insurance agreements for the Company's assets (excluding claims) relating to the encumbered assets of the KWK Budryk OPE (including the real estate comprising it) constituting the subject of the Mortgage and the Pledge ("Assignment").

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

With reference to: (i) the Financing Agreement dated 12 April 2023 in the amount of PLN 1,170,000,000.00, the USD equivalent of PLN 190,000,000.00 and the EUR equivalent of PLN 290,000,000.00 between, among others, the Company as the borrower and Agencja Rozwoju Przemysłu S.A., Towarzystwo Finansowe Silesia S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., Bank Gospodarstwa Krajowego, Bank Polska Kasa Opieki S.A., Alior Bank S.A., Powszechna Kasa Oszczędności Bank Polski S.A. ("Consortium of Financial Institutions") ("Financing Agreement") and (ii) ongoing discussions with the Consortium of Financial Institutions, the Extraordinary Shareholder Meeting hereby grants consent to the establishment of the following collateral for the Consortium of Financial Institutions' claims under the Finance Documents (as defined in the Financing Agreement) on the fixed assets and real estate comprising the separate organizational unit of the Company constituting an organized part of the enterprise comprising the Budryk Hard Coal Mine (KWK Budryk OPE) (and any OPE spun off from the KWK Budryk OPE, if such spin-off takes place):

(a) establishment of a mortgage (mortgages) on real estate comprising the KWK Budryk OPE ("Mortgage");
(b) establishment of registered pledges on a set of movable property constituting the assets of the KWK Budryk OPE (and any OPE spun off from the KWK Budryk OPE, if

Document: Draft resolutions of the JSW S.A. Extraordinary Shareholder Meeting of 31 March 2026
4 of 7

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JSW SA

such spin-off takes place), 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) ("Pledge");

(c) assignment of rights under insurance agreements covering the Company's assets (excluding claims) relating to the encumbered assets of the KWK Budryk OPE (including the real estate comprising those assets) which are the subject of the Mortgage and Pledge.

§2

The Shareholder Meeting consents for the creditors authorized under the collateral referred to in §1 above, in particular Powszechna Kasa Oszczędności Bank Polski S.A., as the collateral 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 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. 65/XI/2026, dated 2 March 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.

Justification

One of the elements of the JSW Group's business restructuring process is to work out the terms and conditions for further financing from the Consortium of Financial Institutions and, in connection with the planned sale of (all or some) shares in the share capital of Jastrzębskie Zakłady Remontowe Sp. z o.o. and (all or some) shares in Przedsiębiorstwo Budowy Szybów S.A., it is necessary to establish collateral on an organized part of an enterprise in the form of KWK Budryk for the Consortium of Financial Institutions and KWK Borynia-Zofiówka, Borynia Section for Agencja Rozwoju Przemysłu S.A. Pursuant to the negotiated pre-SPA agreement between JSW and ARP, the adoption of resolutions by the Management Board and Supervisory Board and the request to the Shareholder Meeting for consent to encumber the assets of the Borynia Section (Borynia OPE) are conditions precedent to the payment of an advance to JSW.

Document: Draft resolutions of the JSW S.A. Extraordinary Shareholder Meeting of 31 March 2026

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JSW SA

Resolution No. ...

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 31 March 2026

on granting consent to establish a pledge in favor of Agencja Rozwoju Przemysłu S.A. with its registered office in Warsaw, at ul. Nowy Świat 6/12, 00-400 Warsaw, entered in the Register of Commercial Undertakings of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under file number (KRS) 0000037957, Statistical number (REGON): 006746410 and taxpayer ID number (NIP) 5260300204 ("ARP") of mortgages on real estate and registered and civil (ordinary) pledges on a set of movable property, even if its composition is variable, included in the KWK Borynia-Zofiówka, Borynia Section OPE, and the assignment of rights under insurance agreements relating to the above assets.

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

With reference to: (i) the Company's planned sale of (all or some) shares in the share capital of Jastrzębskie Zakłady Remontowe sp. z o.o. and/or (all or some) shares in the share capital of Przedsiębiorstwo Budowy Szybów S.A. to ARP in order to improve the Company's liquidity and (ii) the anticipated payment by ARP to the Company of advance payments towards the purchase price of the shares referred to above (or another legally permissible form of advance payment of the purchase price) on the date of signing the preliminary share purchase agreement ("preSPA"), which, under the terms and conditions provided for in the preSPA and the provisions of law, may be refundable to ARP, the Extraordinary Shareholder Meeting hereby agrees to establish additional collateral for ARP's claims:

(a) mortgage (mortgages) on real estate, registered pledges and civil (ordinary) pledges on a set of movable property, even if its composition is variable, forming part of the KWK Borynia-Zofiówka, Borynia Section OPE (and any OPE spun off from the above-mentioned OPE, if such spin-off takes place), in each case excluding 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); and

(b) security assignment of the Company's claims under property insurance agreements concerning the encumbered KWK Borynia-Zofiówka, Borynia Section OPE (including the real properties included therein).

§2

The Shareholder Meeting consents for ARP authorized under the collateral referred to above 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

Document: Draft resolutions of the JSW S.A. Extraordinary Shareholder Meeting of 31 March 2026

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JSW SA

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. 66/XI/2026, dated 2 March 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.

Justification

One of the elements of the JSW Group's business restructuring process is to work out the terms and conditions for further financing from the Consortium of Financial Institutions and, in connection with the planned sale of (all or some) shares in the share capital of Jastrzębskie Zakłady Remontowe Sp. z o.o. and (all or some) shares in Przedsiębiorstwo Budowy Szybów S.A., it is necessary to establish collateral on an organized part of an enterprise in the form of KWK Budryk for the Consortium of Financial Institutions and KWK Borynia-Zofiówka, Borynia Section for Agencja Rozwoju Przemysłu S.A. Pursuant to the negotiated pre-SPA agreement between JSW and ARP, the adoption of resolutions by the Management Board and Supervisory Board and the request to the Shareholder Meeting for consent to encumber the assets of the Borynia Section (Borynia OPE) are conditions precedent to the payment of an advance to JSW.

Document: Draft resolutions of the JSW S.A. Extraordinary Shareholder Meeting of 31 March 2026