Consolidated Annual Financial Report for the financial year ended 30 June 2026
COAL ENERGY S.A., ANNUAL REPORT FY2026 2 Content_____________________________________________________________________ Page CEO letter 3 Business overview 5 Financial overview 7 Corporate governance 9 Consolidated financial statements 19
COAL ENERGY S.A., ANNUAL REPORT FY2026 3 Dear Shareholders, The 2026 financial year was a period of maintaining operational resilience and preparing for the next stage of strategic development for Coal Energy S.A. Despite the challenging macroeconomic and geopolitical environment, the Company ensured business continuity, strengthened its operational foundations, and allocated resources to initiatives aimed at supporting long-term growth. Coal Energy continued to develop its provision of services to mining companies, which remained the Group's main source of operating revenue. In parallel, the Company advanced investment and operational projects aligned with its updated development strategy and intended to support future growth. The Group's operating and financial results for FY2026 reflect a lower volume of contracted mining work. At the same time, maintaining business continuity and implementing development initiatives remained key priorities. Revenue from services amounted to USD 2,768 thousand, compared with USD 3,759 thousand in FY2025, representing a decrease of 26.4%, primarily due to a reduction in the volume of work commissioned during the reporting period. The Group's EBITDA loss narrowed from USD 911 thousand in FY2025 to USD 474 thousand in FY2026. The improvement was attributable to a greater focus on higher-margin work and a significant reduction in impairment losses on financial assets compared with the previous financial year. In FY2026, the Group recorded a net loss of USD 968 thousand, compared with a net profit of USD 4,124 thousand in FY2025. The positive result in the previous year was largely attributable to one-off gains on the disposal of subsidiaries, whereas the FY2026 results were affected by significant finance costs, including those associated with raising funding through the issuance of convertible bonds. FY2026 was also a period of significant structural changes and decisions concerning the optimisation of the asset portfolio. Their implementation enabled the Group to focus its efforts and resources on markets offering the most favourable operational and regulatory prospects. During the reporting period, the Company made progress on new projects directly supporting the objectives of its 2025–2027 Development Strategy. The Company undertook steps towards obtaining a coal mining concession for the Bobrek- Miechowice deposit in Poland. Coal Energy received a legal and technical analysis confirming the feasibility of developing a mining project at this deposit. According to preliminary estimates, coal resources in the seams where the Company is considering commencing extraction in the first phase exceed 9 million tonnes. Receipt of the legal and technical analysis confirming the project's feasibility represents an important step towards obtaining a concession for operations at the Bobrek-Miechowice deposit. Both the concession process and subsequent mining operations will require separate investments. The Company is currently assessing the financing options available to implement its plans for this project. Decisions regarding the next steps for the Bobrek-Miechowice deposit will be communicated in the forthcoming update to the Company's development strategy, scheduled for publication in the fourth quarter of calendar year 2026. The Group's entry into the Spanish market through a project focused on timber harvesting and processing and the production of energy biomass has become an important new avenue for diversification. After the end of the reporting period, the Company began assembling a project
COAL ENERGY S.A., ANNUAL REPORT FY2026 4 team and initiated the process of registering a specialised subsidiary in Spain, Ecoforge Energy S.L., which will be responsible for implementing the project. The new business model involves acquiring timber harvesting rights from private owners of forest land, followed by the processing and sale of the harvested material as commercial timber, wood chips and other biomass products. Particular emphasis will be placed on forest maintenance activities, reducing the risk of forest fires and the responsible use of forest resources. We view this project as a promising opportunity to combine the commercial potential of Spain's timber and biomass markets with growing demand for effective forest management and compliance with environmental requirements. The proposed operating model features relatively low initial capital requirements and allows for phased business development. The Company expects to generate its first revenue from this new segment in the first half of calendar year 2027. The development of this project is consistent with our strategy of expanding our presence in European markets, diversifying revenue sources and establishing new lines of business capable of generating stable cash flows over the long term. In November 2025, Coal Energy received the first tranches of financing under an agreement with Global Tech Opportunities 31, a fund associated with the international financial group ABO Securities, through the issuance of non-interest-bearing convertible bonds. Under this agreement, the Company raised a total of PLN 4.5 million. Bonds with a nominal value of PLN 2.5 million were converted into newly issued shares of the Company. On 30 March 2026, these shares were admitted to trading on the Warsaw Stock Exchange and delivered to the fund. However, due to the protracted process of admitting the new shares to stock exchange trading, Global Tech Opportunities 31 decided not to continue cooperation under the original agreement. The parties subsequently entered into a termination agreement. In accordance with its terms, in July 2026 the Company completed the conversion of the remaining PLN 2.0 million of bonds into 1,053,740 new shares in Coal Energy S.A. In February 2026, the Company entered into an agreement with MINERALS PLUS LLC, an entity holding rights to develop the PEDRY polymetallic deposit (PEDRY POLYMETALLIC DEPOSIT) in California, United States. Under this agreement, Coal Energy provides specialist advisory services to support the sale of development rights to the deposit, which contains gold, silver, copper, zinc and lead. We see international engineering and technical consultancy for the mining industry as another promising area for the Group's business development. Our many years of experience in the mining industry, accumulated technical expertise and the skills of our specialists enable us to offer partners professional solutions in deposit evaluation and development, technical support for mining projects and investment decision-making. We intend to continue developing this business area, expanding our international partner network and leveraging our accumulated knowledge and experience to deliver new projects in European markets and other regions. At the same time, the Company continued its efforts to strengthen its financial foundations and attract the investment capital needed to implement its strategic initiatives. In June 2026, Coal Energy entered into an Investment Framework Agreement with LYNX OVERSEAS CONSULTING CY LTD. Under the agreement, the parties confirmed their intention to cooperate on a private placement programme for the Company's shares totalling up to EUR 1.5 million. In July 2026, as part of the first investment tranche, the investor subscribed for 1,217,000 new shares in Coal Energy S.A. for total consideration of approximately EUR 600 thousand. Subsequently, in September 2026, the parties agreed to increase the aggregate limit of the
COAL ENERGY S.A., ANNUAL REPORT FY2026 5 investment programme from EUR 1.5 million to EUR 3 million, creating additional opportunities to finance the Company's operations and development plans. We consider strengthening our relationships with investors and leveraging capital market instruments to be important elements of Coal Energy's financial strategy, aimed at enhancing business resilience and securing financing for investment projects with long-term growth potential. The Board of Directors remains focused on developing a diversified business model for Coal Energy. Our objective is to leverage our extensive experience in the mining industry while expanding our activities into new business segments and international markets. Looking ahead, we intend to continue strengthening the Company's financial position and creating sustainable long-term value for our shareholders. I would like to thank our shareholders, partners and employees for their continued trust, cooperation and support throughout the past financial year. With best regards, Viktor Vyshnevetskyy Chairman of the Board of Directors and Chief Executive Officer
COAL ENERGY S.A., ANNUAL REPORT FY2026 6 Business overview Coal Energy S.A. (hereinafter “Coal Energy” or “the Company” or “the Group”) incorporated in the Grand Duchy of Luxembourg is a holding company for a group of 3 companies operating in the mining industry (as of the day of publication of this report). In July 2011 the Group placed 25% of its shares on the Warsaw Stock Exchange via initial public offering. Structure of the Coal Energy S.A. Group The Company’s principal business in FY2026 was providing mining services to European companies. In December 2023 the Company has signed an agreement on acquisition of 100% of shares of ADVANCED INDUSTRIAL TECHNOLOGIES Sp. z o.o. - company registered in Katowice, Poland. LLC ADVANCED INDUSTRIAL TECHNOLOGIES was established in 2018 and provides underground mining services to coal mines in Poland. In January 2024 ADVANCED INDUSTRIAL TECHNOLOGIES (Poland) jointly with DSB GROUP Sp. Zo.o. have incorporated GREENTECH SOLUTIONS Sp. z o.o. in Poland. The authorized capital of the new Company is 100 000 PLN, each party holds 50% share. The main activity of the new company will be the reclamation and processing of industrial rock dumps and mine waste dumps, as well as the reclamation of lands disturbed by man-made activities Our markets (based on available statistical and media information) In FY2026, Poland’s coal sector remained structurally significant despite ongoing EU decarbonization policies and the continued transformation of the national energy mix. Coal continued to support electricity generation, energy security and industrial continuity, while mine operators operated in a demanding environment shaped by regulatory transition, cost pressures, aging infrastructure and workforce constraints. Poland remained one of the most coal-dependent electricity markets in the European Union during the reporting period. According to publicly available energy-sector data, coal accounted for approximately 51–53% of Poland’s electricity generation in 2025, while renewables continued to increase their share. By June 2026, coal-fired generation, including hard coal and lignite, still represented slightly more than half of Poland’s monthly electricity generation, while solar and wind together accounted for around 31% of the mix. Coal remained important for system stability and security of supply. Coal Energy S.A. (“Company”) Underground mining services Asset holding company GREENTECH SOLUTIONS Sp. z o.o. Reclamation and processing of industrial rock dumps LLC ADVANCED INDUSTRIAL TECHNOLOGIES
COAL ENERGY S.A., ANNUAL REPORT FY2026 7 The Polish hard coal mining sector continued to report material production and sales volumes, while remaining under structural pressure. Publicly available data for June 2026 indicated hard coal output of approximately 3.4 million tonnes, sales of approximately 3.0 million tonnes, coal stocks of approximately 3.1 million tonnes and sector employment of approximately 66.4 thousand people. This confirms the continuing operational relevance of the sector, while also reflecting ongoing restructuring, cost pressure and long-term demand challenges. For mining service providers, market conditions remained demanding but continued to support demand for specialized technical services. Mine operators required external support in underground infrastructure maintenance, modernization works, excavation and reconstruction, ventilation and safety systems, dewatering, drilling, equipment servicing, transport solutions and environmental monitoring. Such services remain important for maintaining safe, compliant and cost-efficient operations in existing mines. Regulatory and environmental requirements continued to influence the market. EU climate policy, national energy-transition objectives and stricter environmental standards increased pressure on operators to improve efficiency, safety and transparency. At the same time, geopolitical factors, including the continuing war in Ukraine and broader regional security concerns, kept energy security and domestic industrial capacity high on the policy agenda. Overall, the outlook for mining service providers at the end of FY2026 remained positive. Although Poland’s coal sector continues to face long-term structural changes, the need to maintain safe, compliant and efficient mining operations supports demand for specialist services. Opportunities are expected to remain concentrated in modernization, safety, environmental compliance, operational resilience and support for strategically important mining assets. People In FY2026, the Group employed an average of 80 employees (weighted average headcount), reflecting a decrease of 16.7% year-on-year. The reduction in headcount reflects organizational adjustments undertaken during the year. Despite the decline, the Group continues to maintain adequate staffing levels to support ongoing operations and the development of its business segment in Poland. Summary of payments to the Polish authorities FY 2026 FY 2025 Production 67 71 Administrative and sales personnel 13 25 Total 80 96 in thousand of US$ FY2026 FY2025 Social Insurance Funds employer 520 1,264 Income tax - 28 VAT 384 670 Other taxes - 40 Total 904 2,002
COAL ENERGY S.A., ANNUAL REPORT FY2026 8 Financial overview The Group’s financial performance in FY2026 reflected lover level of operational activity under challenging market conditions. The following table provides a summary of the Group’s key indicators for FY2026 and FY2025 (all figures are rounded) Revenue For FY2026, total revenue amounted to US$2,768 thousand, compared to US$3,759 thousand in FY2025, representing a 26.4% year-on-year decrease. This decline reflects a lower volume of contracted work. In 4Q FY2026, revenue totaled US$707 thousand, compared to US$878 thousand in 3Q FY2026, reflecting a 19.5% quarter-on-quarter decrease. The quarterly decrease is in line with fluctuations in service activity levels, decrease in the volume of ordered work. Services rendered are represented by mining works related to the reconstruction of existing third- party coal mines, installation of appropriate repair kits, works on strengthening of inclined planes, excavation of new lines and other mining works related to maintenance of coal mines. Gross loss/profit For FY2026, the Group reported a gross profit of US$492 thousand as compared to US$469 thousand representing a 4.9% year-on-year increase. In the 4Q of FY2026 the Company recorded gross profit of US$231 thousand, compared to US$181 thousand in the 3Q of FY2026. The improvement is attributed works with higher margin and optimization of production expenses. Operating profit/ loss For FY2026, the Company recorded an operating loss of US$506 thousand, compared to US$914 thousand in FY2025, representing a 44.6% year-on-year decrease in losses. In the 4Q of FY2026, operating profit amounted to US$42thousand, compared to an operating loss of US$52 thousand in the 3Q of FY2026. Financial costs For FY2026, financial costs amounted to US$795 thousand, compared to US$137 thousand in FY2025 attributable to сommissions on issuance of bonds In the 4Q of FY2026, financial costs totaled US$28 thousand, compared to US$25 thousand in the 3Q of FY2026. Net loss / profit in thousands of US$ FY2026 FY2025 Relative change y-o-y Revenue 2,768 3,759 (26.4%) Gross profit 492 469 4.9% EBIT (506) (914) n/a EBITDA (474) (911) n/a Net loss/profit (968) 4,124 n/a
COAL ENERGY S.A., ANNUAL REPORT FY2026 9 For FY2026, the Company recorded a net loss of US$968 thousand, compared to a net profit of US$4,124 thousand in FY2025, representing a recognized significant financial expense related to issuance of bonds. In the fourth quarter of FY2026, net profit amounted to US$492 thousand, compared to net loss of US$105 thousand in the third quarter of FY2026 due to write-off overdue loan. Risks and uncertainties The Company’s financial performance is dependent on the global price of and demand for coal The Company’s business is dependent on the global market price of coal. Sale prices and volumes in the worldwide coal market depend predominantly on the prevailing and expected levels of demand for and supply of coal, mainly from energy and steel manufacturers. But the company's financial results will increasingly depend on the situation on the coal market in the countries where the company will operate. In general, European countries are taking steps to slowly move away from coal mining, but at the same time, more and more attention is being paid to the extraction of other minerals that may also be of interest to the Company. The Company’s production costs and costs of technologies applied by the Company may increase The Company’s main production expenses are energy costs, salaries and consumables. Due to the company's new strategy, which provides for the transfer of operations abroad, it is expected that there will be additional costs related to starting operations in new markets, acquiring new entities and acquiring customers. The Company’s activity may be impacted by limited banking financing of its project The Company’s operations and growth initiatives could be significantly impacted by constrained access to banking financing for its projects. Such limitations in financing could restrict the Company’s ability to fully implement its planned investment program, which is critical for achieving the strategic targets and ensuring the long-term sustainability of its business activities. To continue funding its development plans at the levels required, the Company will need to seek alternative sources of external finance. These may include a broader range of financial instruments and capital-raising opportunities available to publicly listed companies, such as issuing bonds, equity or debt offerings in the capital markets, private placements, or seeking financing through international financial institutions and development agencies. The Company can mitigate this risk by exploring alternative external financing options and utilizing other financial instruments available to publicly listed companies, such as equity or debt offerings, bond issuance, or government grants, to secure the necessary capital. In November 2025, Coal Energy received the first tranches of financing under an agreement with the Global Tech Opportunities 31 fund, part of the ABO Securities group, through the issuance of interest- free convertible bonds. Bonds worth 2.5 million zlotys have already been converted into newly issued shares. To date, Coal Energy S.A. has received 4.5 million zlotys. Corporate Governance
COAL ENERGY S.A., ANNUAL REPORT FY2026 10 The Company has decided to observe the majority of the WSE Corporate Governance Rules included in the Code of Best Practice for WSE Listed Companies to the form and extent determined by the Resolution No. 13/1834/2021 of the Exchange Supervisory Board dated 29 March 2021. However, certain principles apply to the Company accordingly, with due observance of Luxembourg corporate law and the Company's corporate structure, especially the single board structure as opposed to the two-tier system that the WSE Corporate Governance Rules assume. The Company does not have two separate governing bodies (supervisory board and management board) which are obligatory in Polish joint stock companies. Instead, the Board of Directors of the Company performs both the management and supervisory functions. As a result, the Company applies those principles of the WSE Corporate Governance Rules which refer to relations between supervisory board and management board not directly, but accordingly. In all cases, the Company endeavours to create procedures maintaining the spirit of all rules applied accordingly. Therefore, the Company is of an opinion that it complies with the rules that refer to relations between supervisory board and management board or to the functioning of those bodies. RULE STATUS IN THE COMPANY I. Recommendations for Best Practice for Listed Companies 1. A company should pursue a transparent and effective information policy using both traditional methods and modern technologies and latest communication tools ensuring fast, secure and effective access to information. Using such methods to the broadest extent possible, a company should in particular: - maintain a company website whose scope and method of presentation should be based on the model investor relations service available at http://naszmodel.gpw.pl/; - ensure adequate communication with investors and analysts, and use to this purpose also modern methods of Internet communication. The Company made the broad use of both traditional and modern methods /i.e. Internet tools/ to ensure effective communication and access to information for shareholders, analysts and investors. The Company’s website is not identical with the scope and method of presentation specified by naszmodel.gpw.pl, however the Company has launched website which in Company’s opinion meets the requirements for fast and secure communication with stakeholders and is designed to pursue effective information policy. 3. A company should make every effort to ensure that any cancellation of a General Meeting or change of its date should not prevent or restrict the exercise of the shareholders’ right to participate in a General Meeting Complies 4. Where securities issued by a company are traded in different countries (or in different markets) and in different legal systems, the company should strive to ensure that corporate events related to the acquisition of rights by shareholders take place on the same dates in all the countries where such securities are traded Not applicable, the Company’s securities are listed and traded on the WSE only 5. A company should have a remuneration policy and rules of defining the policy. The Currently, the Company does not have a remuneration policy adopted. The Company
COAL ENERGY S.A., ANNUAL REPORT FY2026 11 remuneration policy should in particular determine the form, structure, and level of remuneration of members of supervisory and management bodies. Commission Recommendation of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companies (2004/913/EC) and Commission Recommendation of 30 April 2009 complementing that Recommendation (2009/385/EC) should apply in defining the remuneration policy for members of supervisory and management bodies of the company. does not exclude that the remuneration policy will be adopted by the General Meeting in the future 6. A member of the Supervisory Board should have appropriate expertise and experience and be able to devote the time necessary to perform his or her duties. A member of the Supervisory Board should take relevant action to ensure that the Supervisory Board is informed about issues significant to the company Complies with the reservation that according to the Luxembourg corporate law there is a single board structure in the Company. 7. Each member of the Supervisory Board should act in the interests of the company and form independent decisions and judgments, and in particular: - refuse to accept unreasonable benefits which could have a negative impact on the independence of his or her opinions and judgments; - raise explicit objections and separate opinions in any case when he or she deems that the decision of the Supervisory Board is contrary to the interest of the company. Complies with the reservation that according to the Luxembourg corporate law there is a single board structure in the Company. 8. No shareholder may be given undue preference over other shareholders with regard to transactions and agreements made by the company with shareholders and their related entities Complies 9. The WSE recommends to public companies and their shareholders that they ensure a balanced proportion of women and men in management and supervisory functions in companies, thus reinforcing the creativity and innovation of the companies’ economic business Currently, the Company does not comply with this recommendation. The Company supports this recommendation however the members of the Board of Directors are appointed by the General Meeting of Shareholders and therefore the compliance with this recommendation depends on the shareholders' future decisions 10. If a company supports different forms or artistic and cultural expression, sport Complies
COAL ENERGY S.A., ANNUAL REPORT FY2026 12 activities, educational or scientific activities, and considers its activity in this area to be a part of its business mission and development strategy, impacting the innovativeness and competitiveness of the enterprise, it is good practice to publish, in a mode adopted by the company, the rules of its activity in this area. 11. As part of a listed company’s due care for the adequate quality of reporting practice, the company should take a position, expressed in a communication published on its website, unless the company considers other measures to be more adequate, wherever with regard to the company: - published information is untrue or partly untrue from the beginning or at a later time; - publicly expressed opinions are not based on material objective grounds from the beginning or as a result of later circumstances. This rule concerns opinions and information expressed publicly by company representatives in the broad sense or by other persons whose statements may have an opinion-making effect, whether such information or opinions contain suggestions advantageous or disadvantageous to the company Complies A company should enable its shareholders to exercise the voting right during a General Meeting either in person or through a plenipotentiary, outside the venue of the General Meeting, using electronic communication means. Currently, the Company complies with this recommendation partially. Articles of Association of the Company provide that all the meetings take place in Luxembourg, in the place specified in the convening note and the Company has not implemented the technology enabling electronic communication. The Company however supports its shareholders to exercise their voting rights by authorizing the proxies who are bound by instruction or a third party. The Company does not preclude the possibility of providing shareholders with electronic communication tools during General Meetings in the future. II. Best Practice for Management Boards of Listed Companies 1. A company should operate a corporate website and publish on it, in addition to information required by legal regulations: Complies with the reservation that according to the Luxembourg corporate law there is a single board structure in the Company. Currently, the Company has not adopted rules of changing the company authorized to audit financial statements - rule II.1.14). The
COAL ENERGY S.A., ANNUAL REPORT FY2026 13 1) basic corporate regulations, in particular the statutes and internal regulations of its governing bodies; 2) professional CVs of the members of its governing bodies; 2a)on an annual basis, in the fourth quarter – information about the participation of women and men respectively in the Management Board and in the Supervisory Board of the company in the last two years; 3) current and periodic reports; 4) deleted 5) where members of the company’s governing body are elected by the General Meeting – the basis for proposed candidates for the company’s Management Board and Supervisory Board available to the company, together with the professional CVs of the candidates within a timeframe enabling a review of the documents and an informed decision on a resolution; 6) annual reports on the activity of the Supervisory Board taking account of the work of its committees together with the evaluation of the internal control system and the significant risk management system submitted by the Supervisory Board; 7) shareholders’ questions on issues on the agenda submitted before and during a General Meeting together with answers to those questions; 8) information about the reasons for cancellation of a General Meeting, change of its date or agenda together with grounds; 9) information about breaks in a General Meetings and the grounds of those breaks; 9a) a record of the General Meeting in audio or video format; 10) information on corporate events such as payment of the dividend, or other events leading to the acquisition or limitation of rights of a shareholder, including the deadlines and principles of such operations. Such information should be published within Company does not exclude that the rules will be adopted in the future. The Company has not implemented registration of General Meetings in audio or video format, nonetheless the Company does not exclude that such rule will be adopted in the future.
COAL ENERGY S.A., ANNUAL REPORT FY2026 14 a timeframe enabling investors to make investment decisions; 11) information known to the Management Board based on a statement by a member of the Supervisory Board on any relationship of a member of the Supervisory Board with a shareholder who holds shares representing not less than 5% of all votes at the company’s General Meeting; 12) where the company has introduced an employee incentive scheme based on shares or similar instruments – information about the projected cost to be incurred by the company from its introduction; 13) a statement on compliance with the corporate governance rules contained in the last published annual report, as well as the report referred to in § 29.5 of the Exchange Rules, if published; 14) information about the content of the company’s internal rule of changing the company authorized to audit financial statements or information about the absence of such rule. 2. A company should ensure that its website is also available in English, at least to the extent described in section II.1. Complies 3. Before a company executes a significant agreement with a related entity, its Management Board shall request the approval of the transaction/agreement by the Supervisory Board. This condition does not apply to typical transactions made on market terms within the operating business by the company with a subsidiary where the company holds a majority stake. Not applicable. According to the Luxembourg corporate law there is a single board structure in the Company. 4. A member of the Management Board should provide notification of any conflicts of interest which have arisen or may arise, to the Management Board and should refrain from taking part in the discussion and from voting on the adoption of a resolution on the issue which gives rise to such a conflict of interest. Complies with the reservation that according to the Luxembourg corporate law there is a single board structure in the Company. The Articles of Association address the conflict of interest issue in article 14. 6. A General Meeting should be attended by members of the Management Board who can Complies with the reservation that according to the Luxembourg corporate law there is a single board structure in the Company.
COAL ENERGY S.A., ANNUAL REPORT FY2026 15 answer questions submitted at the General Meeting. 7. A company shall set the place and date of a General Meeting so as to enable the participation of the highest possible number of shareholders. Complies 8. If a company’s Management Board is informed that a General Meeting has been summoned pursuant to Article 399 § 2–4 of the Code of Commercial Partnerships and Companies, the company’s Management Board shall immediately perform the actions it is required to take in connection with organizing and conducting a General Meeting. This rule shall also apply if a General Meeting is summoned on the basis of authorization given by the registration court pursuant to Article 400 § 3 of the Code of Commercial Partnerships and Companies. Complies with the reservation that the Code of Commercial Partnerships and Companies is not applicable to the Luxembourg based companies and according to the Luxembourg corporate law there is a single board structure in the Company. Nonetheless the Articles of Association in article 15.3. states that shareholders representing one tenth of the subscribed share capital may, in compliance with the law of 10 August, as amended, on commercial companies, request the Board of Directors to call a General Meeting of shareholders. III. Best Practice for Supervisory Board Members 1. In addition to its responsibilities laid down in legal provisions the Supervisory Board should: 1) once a year prepare and present to the Ordinary General Meeting a brief assessment of the company’s standing including an evaluation of the internal control system and the significant risk management system; 2) deleted 3) review and present opinions on issues subject to resolutions of the General Meeting. Not applicable. According to the Luxembourg corporate law there is a single board structure in the Company. The Board of Directors reports are available together with the auditor report and the annual accounts prior to the Annual General Meeting. 2. A member of the Supervisory Board should submit to the company’s Management Board information on any relationship with a shareholder who holds shares representing not less than 5% of all votes at the General Meeting. This obligation concerns financial, family, and other relationships which may affect the position of the member of the Supervisory Board on issues decided by the Supervisory Board. Not applicable. According to the Luxembourg corporate law there is a single board structure in the Company. 3. A General Meeting should be attended by members of the Supervisory Board who can answer questions submitted at the General Meeting. Complies
COAL ENERGY S.A., ANNUAL REPORT FY2026 16 4. A member of the Supervisory Board should notify any conflicts of interest which have arisen or may arise to the Supervisory Board and should refrain from taking part in the discussion and from voting on the adoption of a resolution on the issue which gives rise to such a conflict of interest. Complies with the reservation that according to the Luxembourg corporate law there is a single board structure in the Company. The Articles of Association address the conflict of interest issue in article 14. 5. A member of the Supervisory Board should not resign from this function if this action could have a negative impact on the Supervisory Board’s capacity to act, including the adoption of resolutions by the Supervisory Board. Complies with the reservation that according to the Luxembourg corporate law there is a single board structure in the Company. 6. At least two members of the Supervisory Board should meet the criteria of being independent from the company and entities with significant connections with the company. The independence criteria should be applied under Annex II to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board. Irrespective of the provisions of point (b) of the said Annex, a person who is an employee of the company or an associated company cannot be deemed to meet the independence criteria described in the Annex. In addition, a relationship with a shareholder precluding the independence of a member of the Supervisory Board as understood in this rule is an actual and significant relationship with any shareholder who has the right to exercise at least 5% of all votes at the General Meeting. Complies with the reservation that according to the Luxembourg corporate law there is a single board structure in the Company. 2 members of the Board of Directors are independent. 8. Annex I to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors… should apply to the tasks and the operation of the committees of the Supervisory Board. Complies partially. The Board of Directors established from among its members the Audit Committee. The Company did not establish the Remuneration Committee. The tasks and duties contemplated by a remuneration committee and selection and appointment committee were performed by the entire Board of Directors 9. Execution by the company of an agreement/ transaction with a related entity which meets the conditions of section II.3 requires the approval of the Supervisory Board. Not applicable. According to the Luxembourg corporate law there is a single board structure in the Company. IV. Best Practices of Shareholders
COAL ENERGY S.A., ANNUAL REPORT FY2026 17 1. Presence of representatives of the media should be allowed at General Meetings. Complies 2. The rules of General Meetings should not restrict the participation of shareholders in General Meetings and the exercising of their rights. Amendments of the rules should take effect at the earliest as of the next General Meeting. Complies 4. A resolution of the General Meeting concerning an issue of shares with subscription rights should specify the issue price or the mechanism of setting it or obligate the competent body to set it before the date of subscription rights within a timeframe enabling an investment decision. Complies 5. Resolutions of the General Meeting should allow for a sufficient period of time between decisions causing specific corporate events and the date of setting the rights of shareholders pursuant to such events. Complies 6. The date of setting the right to dividend and the date of dividend payment should be set so to ensure the shortest possible period between them, in each case not longer than 15 business days. A longer period between these dates requires detailed grounds. Complies 7. A resolution of the General Meeting concerning a conditional dividend payment may only contain such conditions whose potential fulfillment must take place before the date of setting the right to dividend. Complies 9. A resolution of the General Meeting to split the nominal value of shares should not set the new nominal value of the shares at a level which could result in a very low unit market value of the shares, which could consequently pose a threat to the correct and reliable valuation of the company listed on the Exchange. Complies 10. A company should enable its shareholders to participate in a General Meeting using electronic communication means through: 1) real-life broadcast of General Meetings; 2) real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting. Currently, the Company complies with this recommendation partially. Articles of Association of the Company provide that all the meetings take place in Luxembourg, in the place specified in the convening note and the Company has not implemented the technology enabling real-life broadcasting or real-time bilateral communication. The Company however supports its shareholders to exercise
COAL ENERGY S.A., ANNUAL REPORT FY2026 18 their voting rights by authorizing the proxies who are bound by instruction or a third party. The company does not preclude the possibility of providing shareholders with real-time bilateral communication during General Meetings in the future. Board of Directors The Company has a one-tier corporate governance structure and is administered and managed by the Board of Directors. In FY2026 Company’s Board of Directors composed of 4 directors. The information below sets forth the names, positions, election date, and terms of office of the members of the Board of Directors, discharging their responsibilities as for reporting date of 30th June 2026. Name Position/ Function Class Viktor Vyshnevetskyy Chairman of the Board of directors, executive director Class A director Oleksandr Reznyk Executive director Class A director Arthur David Johnson Non-executive independent director Class A director Diyar Yakubov Non-executive independent director Class B director The business address for all directors is: 33 rue du Puits Roman, L-8070 Bertrange, Luxembourg. According to Articles of Association the number of directors is fixed by General Meeting of Shareholders. The General Meeting of Shareholders may decide to appoint Directors of two different classes, being class A Director(s) and class B Director(s). Any such classification of Directors shall be duly recorded in the minutes of the relevant meeting and the Directors be identified with respect to the class they belong. The Directors are to be appointed by the General Meeting of Shareholder for a period not exceeding six years until their successors are elected. Decision to suspend or dismiss a Director must be adopted by the General Meeting of Shareholders with a majority of more than one-half of all voting rights present or represented. Committees of the Board of Directors In FY2011, the Board of Directors has established from among its members the Audit Committee. The Company did not establish the Remuneration Committee. The tasks and duties contemplated by a remuneration committee and selection and appointment committee were performed by the entire Board of Directors. General Meeting of Shareholders The General Meeting of Shareholders has the powers conferred upon it by the Luxembourg act dated 10 August 1915 on commercial companies as amended. In 2025 calendar year the Company had postponed the Annual General meeting and held Annual General Meeting of Shareholders subsequently on 9 th February 2026.
COAL ENERGY S.A., ANNUAL REPORT FY2026 19 Equity and ownership structure of the parent company As of the June 30, 2026 share capital of Coal Energy S.A. comprised 46,090,567 shares. As at the report's publication date share capital of Coal Energy S.A. comprised 48,361,307 shares due to the increase of the share capital of the Company through the issuance of 2,270,740 new ordinary bearer shares with a nominal value of USD 0.01 each at the beginning of FY2027. Ownership structure of significant blocks of shares (at least 5% of the total number of votes at the Shareholder Meeting of Coal Energy S.A.) as of the date of releasing this financial report is as follows: Ownership structure of Others is as follows: Shareholder Number of shares Share in the share capital Admitted to trading on the WSE Main Market 14,602,967 30.20% Shares not admitted to trading on WSE 6,684,151 13.82% There are no restrictions on transferability of the Company’s Shares. According to Articles of Association any transfer of registered shares shall be recorded in the register by the delivery to the Company of an instrument of transfer satisfactory to the Company. There are no holders with special control rights. As at the date of this report there are no agreements between shareholders which are known to the company and may result in restrictions on the transfer of securities or voting right. The Company may acquire its own Shares to the extent permitted by law. To the extent permitted by Luxembourg law the Board of Directors or as the case may be the Sole Director, is irrevocably authorized and empowered to take any and all steps to execute any and all documents and to do and perform any and all acts for and in the name and on behalf of the Company which may be necessary or advisable in order to effectuate the acquisition of the Shares and the accomplishment and completion of all related action. There are no agreements between the company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid. Lycaste Holdings 55,98% Others 44,02%
