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Coal Energy S.A. Proxy Solicitation & Information Statement 2026
5567_iss_2026-01-09_cb8b41e7-908b-4962-a2ff-8bd8faf71e57.pdf
Proxy Solicitation & Information Statement
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33 rue du Puits Romain, L-8070 Bertrange R.C.S. Luxembourg B 154.144 capital social: USD 460,905.67 (the "Company")
CONVENING NOTICE TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF COAL ENERGY S.A.
Luxembourg, 9th January 2026
Dear Shareholders,
The board of directors of Coal Energy S.A. (the "Company") convenes the shareholders of the Company to the annual general meeting of shareholders of the Company (the "AGM") to be held on 9th February 2026 at 11:00 (Central European Time) at the offices of the Company, 33 rue du Puits Romain, L-8070 Bertrange with the following agenda:
- 1) Approval of the audited stand-alone financial statements as of 30 June 2025 and of the management report for the period covered by these financial statements
- The board of directors proposes that the meeting approves the audited stand-alone financial statements as of 30 June 2025 and the management report for the period covered by these financial statements.
- 2) Allocation of the net result of the Company from the financial year ended on 30 June 2025
- The board of directors proposes that the meeting acknowledged net loss for the financial year ended on 30 June 2025 and amounting to 262,547.93 USD (two hundred sixty-two thousand five hundred forty seven dollars and ninety three cents), and approves to carry forward this net loss.
- 3) Approval of the audited consolidated financial statements as of 30 June 2025 and of the management report for the relevant period covered by these financial statements.
- The board of directors proposes that the meeting approves the audited consolidated financial statements and the management report for the period covered by these financial statements.
- 4) Resolution on the continuation of the Company
The board of directors proposes that, the meeting acknowledges that based on the statutory financial statements net assets fall below half of the share capital of the Company in accordance with Article 480-2 of Luxembourg Company Law (Law of 25 August 2006) and proposes to waive the requirement for a special report and approve the continuation of the Company.
5) Discharge of the directors of the Company for the performance of their duties during the financial year ended on 30 June 2025
The board of directors proposes that the meeting discharges the directors who have been in office during the financial year ended on 30 June 2025 (Viktor VYSHNEVETSKYY, Oleksandr REZNYK, Arthur David JOHNSON, and Diyar YAKUBOV) from their liability for the performance of their duties as directors of the Company.
6) Appointment of PKF Audit&Conseil as independent auditor of the Company
The board of directors proposes that the meeting approves the appointment of PKF Audit&Conseil as independent auditor of the Company for a mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2026 and where financial statements for a period ending 30 June 2026 will be approved.
Voting Recommendation:
The board of directors of the Company recommends that shareholders vote in favor of the resolutions which will be proposed and considered at the Meeting.
Important notices:
• In accordance with the Article 3 of the law of 24 May 2011 on exercise of certain rights of shareholders at the general meeting of companies admitted to trading, participation at the AGM is reserved to shareholders of the Company, whose shareholding is determined on the latest the 26 January 2026 at 24:00 (Central European Time) prior to Meeting, and who give notice of their intention to attend the AGM by mail/email/fax or return by no later than 4 February 2026, 17:00 (Central European Time) a duly completed proxy form to the following address: 33 rue du Puits Romain, L-8070 Bertrange / Fax: (+352) 20 21 0033 – 55 or by email: [email protected]; [email protected].
The documents relating to the AGM are available at the registered office of the Company and on the website of the Company (http://coalenergy.com.ua/) from the date of first publication of this convening notice, and until closing of the Meeting. These documents include in particular:
- (i) the form of proxy;
- (ii) draft of the shareholders resolutions to be taken during the Meeting;
- (iii) audited stand-alone financial report for the financial year ended on 30 June 2025; audited consolidated annual report for the financial year ended on 30 June 2025, including management report for the relevant periods covered by these financial statements.
An attendance list will be established at the AGM recording the shareholder(s) of the Company attending the AGM in person or by proxy. To be recorded in such a list, a natural or a legal person will have to prove his/her/its quality of shareholder of the Company. In case of a natural person he/she will have to prove his/her identity. In case of a legal person, its representative will have to prove that he/she is a duly authorized representative empowered to bind the legal person.
• The AGM will be conducted in conformity with the voting requirements of the Luxembourg law on commercial companies dated 10 August 1915 as amended and the Company's articles of association.
The approval of resolutions of the AGM requires the affirmative vote of the majority of more than one-half of all voting rights present or represented and expressed at the AGM.
- On the date of the present convening notice the Company has issued 46,090,567 (forty-six million ninety thousand five hundred sixty-seven) shares having each a voting right.
- One or several shareholders representing at least 5% (five percent) of the issued share capital of the Company (i) have the right to put items on the agenda of the AGM, provided that each such
item is accompanied by a justification or a draft resolution to be adopted in the AGM; and (ii) have the right to table draft resolutions for items included or to be included on the agenda of the AGM.
Requests made in accordance with (i) and (ii) above must be sent in writing per email or mail to the Company no later than the 22nd (twenty-second day) preceding the AGM to the following address: Attn.: The Directors – email: [email protected]; [email protected] – address 33 rue du Puits Romain, L-8070 Bertrange Fax: (+352) 20 21 0033 – 55. The Company will publish these requests in accordance with applicable legal requirements.
Further Information:
If you require further information or clarification on the above, please contact Directors (tel: +352 20210033, email: [email protected]; [email protected]).
Coal Energy S.A. The Board of Directors