Hello, and welcome to the annual general meeting of stockholders of Coronado Global Resources Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Greg Pritchard, Non-Executive Director, Chair of the Board, and Chair of the meeting. Mr. Pritchard, the floor is yours.
Thank you. Good morning and good evening, ladies and gentlemen, depending on your location, and welcome to the 2026 Annual General Meeting of stockholders of Coronado Global Resources Inc., our eighth AGM as a listed company. Today's meeting is being held in a virtual meeting format via webcast using Computershare's online platform. As in previous years, we are holding a virtual meeting this year because it enables greater stockholder access, attendance, and participation, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces costs. Security holders and proxies have had the ability to submit votes and ask questions ahead of today's meeting. Every effort has been made to ensure the meeting runs smoothly, but if you do experience technical difficulties, please contact Computershare on the number provided on the platform's landing page.
In addition, this meeting is being recorded, and the recording will be available on our website within 24 hours after the meeting. While the annual general meeting of stockholders is being held virtually today, I would like to begin with the customary acknowledgment of the Turrbal traditional owners of the land on which our offices in Brisbane are located. I would like to pay my respects to elders, past, present, and emerging. I have been informed by Kerri Shenkin from Computershare, the Inspector of Elections for this meeting, that in accordance with the company's amended and restated certificate of incorporation and amended and restated bylaws, there are present or represented, in person or by proxy, a majority of the outstanding shares of common stock, as well as the holder of the preferred stock, Series A share, entitled to vote at this meeting.
Accordingly, I'm advised that the necessary quorum is present here today. I do declare this meeting open at 10:00 A.M. Australian Eastern Standard Time. I would like to begin by introducing my fellow directors. Firstly, our Independent Non-Executive Directors, Aimee Allen, Jan Wilson, and Philip Christensen. Our Non-Executive Director, Laura Tyson, also joins us virtually, as does our Interim CEO, Gerry Spindler. Members of our executive team, Barrie van der Merwe, Chief Financial Officer, Craig Manz, Chief Operating Officer, Emma Pollard, Chief People and Sustainability Officer, and Philip Peacock, Chief Legal Officer, are all also in attendance. In addition, Susan Casey, our Group Company Secretary, is in attendance and will be acting as secretary for this meeting. Also joining us today is Andy Carrick from Ernst & Young, the company's auditors.
This meeting is convened to consider matters specified in the notice of annual general meeting of stockholders, dated 22 April 2026.
That's in U.S. time. I will be conducting this meeting in accordance with the proposals contained in that notice. Coronado Global Resources Inc. is incorporated in Delaware in the United States. Today's agenda reflects these requirements of Delaware and U.S. law. Procedures will be followed in accordance with the company's amended and restated certificate of incorporation and amended and restated bylaws. The proxy statement and the notice of annual general meeting provide explanatory notes on the proposals to be put for resolution to the meeting today. The notice of meeting included instructions as to how stockholders could vote and submit questions in advance of this meeting. We have not received any questions from stockholders relevant to the proceedings of the meeting in advance of the meeting. No stockholder has elected to appoint themselves or another person as a proxy to vote and ask questions during the meeting.
Guests who have registered are able to listen to this webcast meeting. If any security holder or guest wishes to submit questions after the meeting, these can be submitted to Chantelle Esser, our Vice President, Investor Relations, whose details are included in the presentation pack. This brings me to the formal business of today's virtual meeting. Order of proceedings. I would like to explain the order of and processes for this part of the formal proceedings. First, I will explain the voting and how to cast your votes. There will be two forms of resolutions today. One, a resolution of the holder of the preferred stock Series A in relation to the re-election of Laura Tyson as a non-executive director. Two, five resolutions of common stockholders and holders of our CHESS Depositary Interests, otherwise known as CDIs.
As set out in the notice of annual general meeting, only stockholders may vote during this annual general meeting through the virtual meeting platform. Valid proxies appointed by stockholders must have been provided to CHESS Depositary Nominees no later than 10:00 A.M. Australian Eastern Standard Time on Tuesday the 2 June 2026 or 8:00 P.M. U.S. Eastern Time on Monday the 1 June 2026, in order for your vote to count. As set out in the notice of annual general meeting, CDI holders may not vote online at the annual general meeting.
In order to vote on the proposals at today's meeting, CDI holders must have instructed CHESS Depositary Nominees Pty Limited, as the shareholder of record, to vote the shares of common stock underlying their CDIs pursuant to the instructions in the CDI voting instruction form. Voting on all resolutions is conducted today by way of electronic transmission via the Computershare virtual platform as authorized by the board of directors, by the notice of annual general meeting in accordance with the company's amended and restated bylaws. In order to provide stockholders with enough time to vote, I will shortly open voting for all resolutions. At that time, if you are eligible to vote at this meeting, please do so by clicking on the Vote tab located in the upper right corner of the virtual meeting platform. Selecting this icon will bring up the resolutions and present you with voting options.
To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button as the vote is automatically recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. I now declare voting open on all proposals. If you are voting, the polling will appear on the Vote icon. Please submit your votes at any time. I will provide a warning before I move to close voting. No ballot, proxy, or vote, nor any revocation or change thereto, will be accepted by Computershare after the closing of these polls as announced by me during the course of the meeting.
As the chair of the meeting, any undirected proxies given to me in relation to any proposals will be voted on in accordance with the unanimous recommendation by the board of directors in favor of all resolutions as set out in the notice of annual general meeting. The proxy vote tally made available to me by Computershare indicates that the polling on all proposals will be passed. The proxy votes cast for each resolution will be displayed on the screen when each resolution is formally put to the meeting. Computershare will tally the results of the ballot, and details of the voting results will be filed with the United States Securities and Exchange Commission, or the SEC, and lodged with The Australian Securities Exchange, or the ASX, after the meeting.
In respect of any open votes a proxyholder may be entitled to cast, please cast your vote according, using the Computershare online platform in accordance with the instructions providing. That covers the procedure for voting on each resolution, so I will now move on to the formal business of today's meeting. I will take the proxy statement and notice of annual general meeting as read. Copies are also available on our website and have been disclosed to the SEC and the ASX. The proposals to be considered today are now displayed on the screen. Moving now to the proposals. Proposal one, election of Ms. Laura Tyson as director by the holder of the preferred stock Series A.
Laura is nominated by The Energy & Minerals Group, being the Series A preferred stockholder of record, Coronado Group LLC, which we will refer to as the EMG or Series A holder for election to the board. The full background and details of Ms. Tyson are outlined in the proxy statement. The Series A holder has been asked to vote on the proposal shown on the screen. That Ms. Laura Tyson, the director nominee of the company designated by The Energy & Minerals Group and named in the proxy statement, be elected to serve as a director of the company and to hold office until the 2027 annual general meeting of stockholders of the company or until her successor has been duly elected and qualified. The board of directors unanimously recommended that the Series A holder vote in favor of the resolution in proposal one.
The proxy vote of the Series A holder was received before the meeting, and the Series A holder has voted for the resolution in proposal one as is now displayed on the screen. Moving now to proposal two, the election of five directors. The next proposal is the election of five directors, including myself, Mr. Spindler, Ms. Allen, Mr. Christensen, and Ms. Wilson, to the board of the company by the holders of common stock, including CDI holders. Coronado is incorporated in the state of Delaware in the U.S. and is bound by the requirements of the company's certificate of incorporation and bylaws, which require that all directors seek election at each annual general meeting. The specific experience, qualifications, and skills considered by the compensation and nominating committee and the board of directors in assessing the appropriateness of each director to be elected today are outlined in the proxy statement.
Further, in assessing the independence qualifications of myself and each of Ms. Allen, Mr. Christensen, and Ms. Wilson, the board specifically considered the independent standards of the ASX and the New York Stock Exchange, and the board considers that each of these nominee directors continue to be independent. The ordinary resolution for stockholders to consider is now shown on the screen. That is that each of the five director nominees of the company named in the proxy statement and listed below be elected to serve until the 2027 annual general meeting of stockholders of the company or until their successors have been duly elected and qualified. The directors are listed according to their position on the proxy card issued to stockholders. I will ask that those eligible to vote on this resolution, please do so now.
The proxy votes received before the meeting on this resolution should now be displayed on your screen, setting out the summary of proxies received for the resolution and any proxies withheld. On the basis of the proxies received, the results of the poll indicate that the resolution will be approved, and I look forward to working with all directors in the coming 12 months. Turning now to proposal three, approval on a non-binding advisory basis of the compensation of our named executive officers or say on pay. As outlined in the proxy statement, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Section 14A (1) of the Securities Exchange Act of 1934, we are providing stockholders with the opportunity to cast a non-binding advisory vote on the compensation of the company's named executives officers as disclosed in the proxy statement.
The company seeks to provide compensation to each named executive officer that is designed to attract and retain suitably qualified executive officers to incentivize them to create sustainable performance aligned with the interest of shareholders. The vote on this proposal is not intended to address any specific element of the compensation, but relates to the overall compensation of named executive officers as described in the proxy statement. Stockholders are being asked to consider and approve the advisory resolution shown on the screen, and I'll just read that. Resolve that the compensation of the company's named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby approved. The directors unanimously recommend that the stockholders eligible to vote on this proposal vote for in favor of this proposal.
I will ask that those eligible to vote on this resolution, please do so now. The proxy votes received before the meeting on this resolution should now be displayed on your screen. On the basis of the proxies received, the results of the poll indicate that the resolution will be approved. Moving now to proposal four, advisory vote to approve the frequency of stockholder votes on the named executive officer compensation. Pursuant to the Dodd-Frank Act and Section 14A (2) of the Exchange Act, we are also providing our stockholders with the opportunity to cast a non-binding advisory vote recommending whether the say on pay vote going forward occurs every year, every two years, or every three years.
This advisory vote, commonly known as say on frequency vote, gives our stockholders the opportunity to express their views about how frequently, but at least once every three years, we should conduct a say on pay vote. We are required to hold a say on frequency vote at least once every six years, and accordingly, the next say on frequency vote is expected to take place at our 2032 annual meeting of stockholders. In relation to the say on frequency vote, directors have determined that the say on pay vote take place every three years as we believe this is the best approach for the company and its stockholders and CDI holders, and accordingly, the proposed resolution is set out on the screen. Just reading that now. Resolve that the stockholder votes to hold the non-binding advisory vote on named executive officer compensation every three years.
Stockholders have been able to cast their votes on say on frequency proposal for future say on pay votes to be held every year, every two years, or every three years, or to abstain from voting in response to this proposal. The proxy votes received before the meeting on this resolution should now be displayed on your screen. On the basis of the proxies received, the results of the poll indicate the resolution that our stockholders voted to hold a non-binding advisory vote on named executive officer compensation every three years. Turning now to proposal five, the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending 31 December 2026.
As outlined in the proxy statement, the Audit, Governance, and Risk Committee has appointed Ernst & Young to serve as the Independent Registered Public Accounting Firm to audit our financial statements for the fiscal year ending 31 December 2026. Although we are not required to seek stockholder ratification of this appointment, we intend to seek stockholder ratification of the appointment of our Registered Public Accounting Firm annually. Representatives of Ernst & Young are present virtually at today's meeting. Stockholders are being asked to ratify the appointment of Ernst & Young as the company's Independent Registered Public Accounting Firm for the fiscal year ending 31 December 2026. I ask those eligible to vote to please do so now. The proxy votes received before this meeting on this resolution are now displayed on your screen.
On the basis of the proxies received, the results of the poll indicate that the resolution will be approved. Turning now to proposal six, which is the approval of the issuance of up to 90 million securities under the company's 2018 Equity Incentive Plan. Proposal six seeks approval from share stockholders to issue up to 90 million securities under the Coronado Global Resources Inc. 2018 Equity Incentive Plan, or the plan, for the purposes of ASX Listing Rule 7.2, exception 13. A summary and a full copy of the terms of the plan is attached to appendix A in our proxy statement. The approval is intended to replenish securities available under the plan, which is intended to assist the company to attract and retain key employees.
The plan provides for the grant of awards, including CDIs and stock options, stock appreciation rights, restricted stock units, restricted shares, and performance stock units exercisable for or convertible into CDIs. These relevant equity awards are referred to collectively as securities in this proposal six. At the company's 2023 Annual General Meeting, stockholders approved the issuance of up to 25 million securities under the plan. Such approval expired in late May 2026. The company may still issue securities under the plan, those issuances count towards the company's so-called 15% placement capacity under ASX Listing Rule 7.1.
However, the company is seeking stockholder approval for issuances of securities under the plan, and hence again, seeking to rely on the exception to the ASX Listing Rule 7.1 as set out under ASX Listing Rule 7.2, exception 13, which exception will last for a period of three years from the date of this meeting. The maximum number of securities to be issued under the plan over the next three years is 90 million. Note that this figure is denominated in CDIs. Even if this proposal 6 is not passed, the company may still issue securities under the plan. However, those issues will count towards the company's 15% placement capacity under ASX Listing Rule 7.1. Security holders are being asked to consider and approve the ordinary resolution shown on the screen. I'll just read that.
To resolve to approve the issuance of up to 90 million securities, including CDIs and stock options, stock appreciation rights, restricted stock units, restricted shares, and performance stock units exercisable for or convertible into CDIs under the company's 2018 Equity Incentive Plan pursuant to ASX Listing Rule 7.2, exception 13, and for all other purposes. The board of directors unanimously recommends that the holders of our common stock and CDI holders vote for this resolution. I ask those eligible to vote to please do so now. Any votes cast in favor of proposal six by or on behalf of a person who is eligible to participate in the plan will be disregarded by the company. The proxy votes received before the meeting on this resolution are now displayed on your screen. On the basis of the proxies received, the results of the poll indicate that the resolution will be approved.
That concludes the items of business for this annual general meeting. Thank you. We have now come to the end of our formal order of business, and in a couple of minutes, I will close the poll and voting system. Please ensure, as eligible, you have cast your votes on all proposals. I have confirmed with the secretary for this meeting and Computershare that there has not been any notice of revocation of any proxy submitted by our stockholders. I will now pause to allow you time to finalize your votes. I confirm that the polls are now closed and voting has closed. As a reminder, Computershare will tally the results of the poll, and details of the voting results will be provided to the SEC and ASX after the meeting close. Ladies and gentlemen, that concludes the formalities of today's meeting.
On behalf of the board and management of Coronado, I would like to thank you for your attendance and participation in our virtual annual general meeting today. I again thank you for your continuing support of Coronado and reinforce our commitment to delivering long-term value for our stockholders. I now declare the annual general meeting of stockholders of Coronado Global Resources Inc. closed.
This concludes the meeting. You may now disconnect.