COAL ENERGY S.A., ANNUAL REPORT FY2025 Content_____________________________________________________________________ Page CEO letter 3 Business overview 5 Financial overview 7 Corporate governance 10 Consolidated financial statements 20 2
COAL ENERGY S.A., ANNUAL REPORT FY2025 Dear Shareholders, Fiscal year 2025 was a year of transformation and strategic realignment for Coal Energy S.A., marked by decisive actions to strengthen our operating foundations and position the Company for sustainable growth in Central and Eastern Europe. Despite a challenging macroeconomic and geopolitical environment, the steps taken during the year reinforce our long-term strategy and create a solid platform for future development. Our operating and financial performance in FY2025 was supported by the launch of a new business segment – the provision of mining services to coal producers in Poland. Revenue from service activities reached USD 3.76 million, representing a 52.4% year-on-year increase. This segment has already become an important contributor to revenue growth and is expected to remain a key driver of expansion as we continue to strengthen our service offering and scale operations in Poland. At the same time, the Company reported negative EBITDA of USD 0.9 million for FY2025. This result was largely influenced by non-cash accounting provisions, including expected credit losses and provisions for unused vacation balances. These adjustments were prudential in nature, improved the transparency of our financial statements, and did not affect the Company’s liquidity or underlying operational capabilities. FY2025 was also a year of important structural and portfolio decisions. In line with our development strategy, Coal Energy completed the disposal of selected foreign subsidiaries, including Ukrainian and Cypriot entities, allowing the Group to sharpen its focus on markets with the strongest operational and regulatory potential. In September 2025, the Management Board approved an Update of Coal Energy S.A.’s Development Strategy for 2025–2027, reflecting newly secured financing, ongoing investment projects, and the prolonged armed conflict in Ukraine. The updated strategy is built on four pillars: 1. coal mining operations in Poland and Romania, 2. provision of mining services in Poland and Romania, 3. development of critical raw materials extraction in Central and Eastern Europe and Ukraine, and 4. global advisory services for the mineral resources sector. Following the end of the reporting period, a number of significant events further strengthened the Company’s outlook. Coal Energy received a comprehensive legal and technical analysis confirming the feasibility of exploiting the Bobrek-Miechowice coal deposit, an important milestone in the process of obtaining a mining license and re-establishing mining operations in Poland. In parallel, we are advancing preparations to enter the Romanian market and exploring operational projects in Albania, where a memorandum of cooperation was signed covering licenses for copper, gold, and cobalt. The Company has also announced its intention to commence exploration activities for rare earth metals. An important enabler of our strategy has been the successful securing of financing through the issuance of interest-free convertible bonds under an agreement with the Global Tech Opportunities 31 fund, part of the ABO Securities group. To date, Coal Energy has received 3
COAL ENERGY S.A., ANNUAL REPORT FY2025 PLN 4.5 million, with a portion of the bonds already converted into newly issued shares, strengthening the Company’s equity base. Looking ahead, we remain cautiously optimistic about the outlook for mining service providers and resource development projects. Aging infrastructure, rising regulatory requirements, and workforce shortages are driving increased demand for specialized external mining services—an area in which Coal Energy has proven expertise. At the same time, we continue to build long- term value through disciplined development of mining and critical raw material projects aligned with Europe’s evolving resource needs. I would like to thank our Shareholders for their continued trust and our employees and partners for their commitment and professionalism. I am confident that consistent execution of our updated strategy will allow Coal Energy S.A. to strengthen its market position and deliver sustainable value in the years ahead. With best regards, Viktor Vyshnevetskyy Chairman of the Board of Directors and Chief Executive Officer 4
COAL ENERGY S.A., ANNUAL REPORT FY2025 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 FY2025 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) During the first quarter of 2025 financial year, Poland’s mining services sector operated within a dynamic and transitional landscape shaped by regulatory, geopolitical, and technological forces. Despite structural shifts in the national energy mix coal remained a vital component of Poland’s energy matrix, contributing significantly to energy security and industrial continuity. According to the Polish Ministry of State Assets coal-fired power still supplied over 49% of the country’s electricity demand as of late Q3 2024 (1QFY2025) underscoring relevance of coal in national energy strategy. In response mining service providers focused on solutions that optimize performance, extend mine viability and enhance operational transparency. Emerging trends in automation, predictive maintenance and environmental monitoring gained traction across both public and privately managed coal operators. This momentum has created new opportunities for service partners delivering cost efficient infrastructure support, safe dewatering, drilling and transport solutions. 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 5
COAL ENERGY S.A., ANNUAL REPORT FY2025 The mining support services industry in Poland was valued at approximately €648.5 million in 2024, with over 430 active businesses and 14,000 employees, according to IBISWorld. While the sector faced moderate competition, it benefited from relatively low revenue volatility and a growing emphasis on technological partnerships and sustainable practices. Geopolitical tensions, particularly the ongoing war in Ukraine, continued to disrupt regional supply chains, prompting Polish mining firms to diversify sourcing strategies and enhance domestic capabilities. This environment has increased demand for resilient, tech-enabled service providers capable of supporting both legacy operations and new mineral exploration projects. In the fourth quarter of 2024, Poland’s coal mining sector remained a critical component of the national energy and industrial landscape, despite ongoing structural and regulatory pressures. While the long-term trajectory points toward diversification and decarbonization, coal— particularly hard coal—continues to play a stabilizing role in Poland’s energy security and economic resilience. The sector continues to face rising operational costs, aging infrastructure, and environmental compliance demands. However, these pressures are also creating opportunities for service providers offering modernization and efficiency solutions. While Poland remains committed to phasing out coal by 2049 under EU climate directives, the near- to mid-term outlook for coal mining services remains stable and opportunity-rich. Companies that position themselves as partners in operational resilience, safety, and modernization are well-placed to support the sector’s evolution. Outlook for 2025 assumes Poland’s coal industry continues to operate in a dual reality: while thermal coal faces long-term decline under EU decarbonization goals, coking coal remains a strategic industrial asset, both domestically and across Europe. As the only EU country with significant coking coal production, Poland plays a central role in securing supply for the steel and heavy manufacturing sectors. Poland is expected to produce approximately 11 million tonnes of coking coal in 2025, up from 9.9 million tonnes in 2024. Coking coal is classified as a Critical Raw Material under the EU’s 2024 Critical Raw Materials Act due to its essential role in steelmaking and high supply risk. Demand is projected to remain stable at 12.5–13 million tonnes per year through 2040, aligning with current production levels. As of the first quarter of 2025 calendar year, Poland’s coal mining sector remains a structurally significant part of the national economy, operating at the intersection of industrial necessity and regulatory transition. While the long-term policy direction favors decarbonization, coal— particularly coking coal—continues to underpin strategic industries such as steel and heavy manufacturing. In March 2025, hard coal production in Poland reached 3.59 million tonnes, with cumulative Q1 output slightly exceeding expectations due to stable winter demand. However, sales volumes declined by 4% month-on-month, reflecting market volatility and pricing pressure. The outlook for mining service providers in 2025 remains cautiously optimistic. As coal producers face aging infrastructure, rising compliance costs, and workforce attrition, demand is increasing for specialized external support in the following areas: underground infrastructure maintenance and modernization, ventilation, safety systems, and hazard mitigation, operational efficiency consulting and equipment servicing, environmental monitoring and reporting support. 6
COAL ENERGY S.A., ANNUAL REPORT FY2025 Companies positioned as strategic partners in resilience, safety, and modernization are expected to benefit from long-term service contracts and EU-funded transition programs. The Polish government’s 2025 Industrial Adaptation Framework includes provisions for technical service subsidies in mining regions, further supporting demand. Coking coal remains Poland’s most resilient coal segment. With projected national output of 11 million tonnes in 2025, Poland continues to serve as the EU’s primary supplier of this Critical Raw Material. Demand is expected to remain stable at 12.5–13 million tonnes annually through 2040, driven by steel production and limited substitution options. This sustained demand reinforces the need for reliable mining operations, where service providers play a key role in ensuring safety, continuity, and regulatory compliance. Companies offering integrated underground services are increasingly viewed not just as contractors, but as long-term operational partners. People In FY2025, the Group employed an average of 96 employees (weighted average headcount), reflecting a decrease of 4.0% year-on-year. The slight reduction in headcount primarily reflects efficiency measures and 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 Financial overview The Group’s financial performance in FY2025 reflected continued progress in developing its new business segment in Poland, which contributed to revenue growth despite challenging market conditions. The following table provides a summary of the Group’s key indicators for FY2025 and FY2024 (all figures are rounded) FY 2025 FY 2024 M ining 71 75 Support production - - Administrative and sales personnel 25 25 Total 96 100 in thousand of US$ FY2025 FY2024 Social Insurance Funds employer 1,264 344 Income tax 28 99 VAT 670 660 Other taxes 40 137 Total 2,002 1,240 7
COAL ENERGY S.A., ANNUAL REPORT FY2025 Revenue For FY2025, total revenue amounted to US$3,759 thousand, compared to US$2,466 thousand in FY2024, representing a 52.4% year-on-year increase. This growth reflects the continued expansion of the Company’s new business segment in Poland, which has become a key contributor to overall performance. In 4Q FY2025, revenue totaled US$736 thousand, compared to US$857 thousand in 3Q FY2025, reflecting a 14.1% quarter-on-quarter decline. The quarterly decrease is due to normal fluctuations in service activity levels, decrease in the volume of ordered works while the full-year results confirm the positive trajectory of the Company’s revenue base. 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 FY2025, the Group reported a gross profit of US$469 thousand as compared to US$788 thousand representing a 40.5% year-on-year decline. In the 4Q of FY2025, gross loss of US$129 thousand, compared to a gross profit of US$142 thousand in the 3Q of FY2025. The decline in quarterly performance was primarily due to cost of sales exceeding revenue, driven by the recognition of a US$150 thousand provision for unused vacations. This accounting adjustment had a material impact on gross margin, despite the overall improvement in full-year gross profit compared to prior periods Operating profit/ loss For FY2025, the Company recorded an operating loss of US$914 thousand, compared to US$559 thousand in FY2024, representing a 63.6% year-on-year increase in losses. In the 4Q of FY2025, operating loss amounted to US$613 thousand, compared to an operating loss of US$78 thousand in the 3Q of FY2025. The deterioration in FY2025 operating results was attributable to the recognition of provisions, including a US$255 thousand provision for expected credit losses and a US$165 thousand provision for unused vacations. Financial costs For FY2025, financial costs amounted to US$137 thousand, compared to US$665 thousand in FY2024, representing a 79.4% year-on-year decrease. In the 4Q of FY2025, financial costs totaled US$74 thousand, compared to US$34 thousand in the 3Q of FY2025 attributable to in thousands of US$ FY2025 FY2024 Relative change y-o-y Revenue 3,759 2,466 52.4% Gross profit 469 788 (40.5%) EBIT (914) (559) n/a EBITDA (911) (559) n/a Net loss/profit 4,124 (2,130) n/a 8
COAL ENERGY S.A., ANNUAL REPORT FY2025 significant foreign exchange differences, while the full-year reduction reflects lower expenses compared to the prior year, when costs were mainly driven by loan restructuring activities. Net loss / profit For FY2025, the Company recorded a net profit of US$4,124 thousand, compared to a net loss of US$2,130 thousand in FY2024, representing a substantial improvement year-on-year. In the fourth quarter of FY2025, net profit amounted to US$2,524 thousand, compared to US$1,969 thousand in the third quarter of FY2025. The positive result in FY2025 was largely attributable to the disposal of four assets within the Group. 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. 9
COAL ENERGY S.A., ANNUAL REPORT FY2025 Corporate Governance 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 Not applicable, the Company’s securities are listed and traded on the WSE only 10
COAL ENERGY S.A., ANNUAL REPORT FY2025 securities are traded 5. A company should have a remuneration policy and rules of defining the policy. The 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. Currently, the Company does not have a remuneration policy adopted. 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 11
COAL ENERGY S.A., ANNUAL REPORT FY2025 10. If a company supports different forms or artistic and cultural expression, sport 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. Complies 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. 12
COAL ENERGY S.A., ANNUAL REPORT FY2025 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 a timeframe enabling investors to make Currently, the Company has not adopted rules of changing the company authorized to audit financial statements - rule II.1.14). The 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. 13
COAL ENERGY S.A., ANNUAL REPORT FY2025 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 answer questions submitted at the General Meeting. Complies with the reservation that according to the Luxembourg corporate law there is a single board structure in the Company. 14
COAL ENERGY S.A., ANNUAL REPORT FY2025 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 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 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 15
COAL ENERGY S.A., ANNUAL REPORT FY2025 the discussion and from voting on the adoption of a resolution on the issue which gives rise to such a conflict of interest. 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 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 Complies 16
COAL ENERGY S.A., ANNUAL REPORT FY2025 General Meetings and the exercising of their rights. Amendments of the rules should take effect at the earliest as of the next General Meeting. 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 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 17
COAL ENERGY S.A., ANNUAL REPORT FY2025 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 FY2025 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 2025. 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 2024 calendar year the Company had postponed the Annual General meeting and held Annual General Meeting of Shareholders subsequently on 29 th August 2025. Equity and ownership structure of the parent company 18
COAL ENERGY S.A., ANNUAL REPORT FY2025 As of the June 30, 2025 share capital of Coal Energy S.A. comprised 45,011,120 shares. As at the report's publication date share capital of Coal Energy S.A. comprised 46,090,567 shares due to the increase of the share capital of the Company through the issuance of 1,079,447 new ordinary bearer shares with a nominal value of USD 0.01 each at the beginning of FY2026. 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 11,252,780 24.41% Shares not admitted to trading on WSE 7,763,598 16.84% 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 27 074 189; 58,74% Others 19 016 378; 41,26% 19
