Becoming a substantial holder

Substantial Holder Notice4 November 2021VSLMaterials

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1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Vulcan Steel Limited (VSL or Company)
Date this disclosure made: 4 November 2021
Date on which substantial holding began: 4 November 2021
Substantial product holder(s) giving disclosure
Full name(s): Adrian John Casey, Henderika Fiona Casey and B.W.S Trustee Company
2012 Limited as trustees of the Casey Family Trust (the Casey Trustees)
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Vulcan Steel Limited (NZX: VSL)
Summary for the Casey Trustees
For this disclosure,—
(a)total number held in class: 9,784,518
(b)total in class: 131,408,572
(c)total percentage held in class: 7.446%
Details of relevant interests
Details for the Casey Trustees
Nature of relevant interest(s):
The Casey Trustees are the registered holders and beneficial owners of 9,784,518 fully
paid ordinary shares in VSL (Shares). Adrian John Casey also has the power to control the
exercise of the right to vote attaching to the Shares and the power to control the
acquisition or disposal of the Shares, by virtue of having the power to appoint and remove
trustees of the Casey Family Trust.
In respect of 3,913,807 of these Shares, the rights of the registered holders and Adrian
John Casey to control those Shares are qualified, as they are subject to the rights of
Vulcan Sale Company Limited to acquire those Shares and control the voting rights of
those Shares set out in a sale deed. The acquisition of those 3,913,807 Shares by Vulcan
Sale Company Limited is expected to settle on 8 November 2021.
In respect of the other 5,870,711 Shares, the relevant interests described above are
qualified, as they are subject to certain escrow restrictions preventing the Casey Trustees
from selling or otherwise dealing in the Shares until the occurrence of certain events
(subject to certain permitted exceptions) as set out in an escrow deed.
The form of sale deed and escrow deed referred to above are attached to this notice (14
pages and 19 pages respectively).

2
For that relevant interest,—
(a)number held in class: 9,784,518
(b)percentage held in class: 7.446%
(c)current registered holder(s): The Casey Trustees
(d)registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a)type of derivative: Not applicable
(b)details of derivative: Not applicable
(c)parties to the derivative: Not applicable
(d)if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
The Casey Trustees owned Shares in VSL prior to VSL’s listing. As a result of VSL’s listing
on 4 November 2021, the Casey Trustees became substantial product holders in respect of
the Shares for the purposes of section 276 of the Financial Markets Conduct Act 2013. As
existing holders of the Shares, no consideration was paid or is payable by the Casey
Trustees in connection with the transaction giving rise to this substantial holding.
Additional information
Address(es) of substantial product holder(s):
Adrian John Casey and Henderika Fiona Casey: 7 Hopkins Crescent, Kohimarama,
Auckland, 1071, New Zealand
B.W.S Trustee Company 2012 Limited: c/o Ainger Tomlin Limited, Level 1, Ainger Tomlin
House, 136 Ilam Road, Ilam, Christchurch, 8041 , New Zealand
Contact details: Adrian John Casey; Adrian.casey@vulcan.co; Mob +6421586884
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates:
Vulcan Sale Company Limited (in respect of 3,913,807 of the Shares, being those Shares
which are to be transferred under the initial public offering to Vulcan Sale Company Limited
and then on to applicants under the offer).
Vulcan Steel Limited (in respect of 5,870,711 of the Shares, being those Shares which are
subject to the escrow arrangements described above, preventing the Casey Trustees from
selling or otherwise dealing in the Shares until the occurrence of certain events).

3
Certification
I, Adrian John Casey, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Sale Deed Poll

By the Shareholders listed in Schedule 2
in favour of Vulcan Sale Company Limited (NZBN: 9429049523409; ARBN 652 961 209)
and Vulcan Steel Limited (NZBN: 9429038466052; ARBN 652 996 015)

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ContentsPage
1Share Sale1
1.1Offer1
1.2Offer Terms1
1.3Acceptance2
2Pre-emptive rights2
3Warranties3
4Liability4
4.1Several liability4
4.2Trustee limitation of liability4
5Power of attorney5
6General5
7Counterparts5
Dictionary6
Shareholders8
Acceptance Notice11
Execution page12

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Date:
Parties
The persons listed in Schedule 2 (Shareholders).

In favour and for the benefit of
Given by each Shareholder in favour and for the benefit of Vulcan Sale Company Limited
(NZBN: 9429049523409; ARBN 652 961 209) (SaleCo) and Vulcan Steel Limited (NZBN:
9429038466052; ARBN 652 996 015) (Company).
The parties agree
Background
A This Deed Poll is made by the Shareholders in connection with the IPO.
B Under the terms of this Deed Poll, the Shareholders offer to sell the Sale Shares to
SaleCo.
C Each Shareholder acknowledges that this Deed Poll will not breach any provision of
the Company’s constitution.
The parties agree
1 Share Sale
1.1 Offer
(a) Each Shareholder hereby offers to sell all of its Sale Shares (as listed against its
name in Schedule 2) to SaleCo on the terms of this Deed Poll (Offer).
(b) The Offer is irrevocable, and may not be amended, except with the written
agreement of SaleCo and the Company.
(c) The Offer will expire on the first to occur of (End Date):
(i) 31 December 2021, unless accepted prior to that date in accordance with
this Deed Poll; and
(ii) the Company or its representative(s) advising the Shareholders in writing
that the IPO will not proceed.
1.2 Offer Terms
The Offer is made on the following terms:
(a) the price payable by SaleCo for the Sale Shares sold by each Shareholder under
this Deed Poll will be calculated as follows:
PP = OP x NSS

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Where:
PP equals the purchase price payable to the Shareholder;
OP equals the Offer Price; and
NSS equals the number of Sale Shares sold by the Shareholder under this Deed
Poll, as finally determined by the Company in accordance with clause 1.3(a);
(b) formal transfer and the sale and purchase of the Sale Shares will occur
immediately following delivery of the notice under clause 1.3(a) (and prior to
payment of the relevant purchase price under clause 1.2(c));
(c) payment of the purchase price for the Sale Shares will be paid at the direction of
the relevant Shareholder and payment will be made within 2 business days of the
Allotment Date;
(d) each Shareholder must transfer the number of Sale Shares as notified by the
Company in accordance with clause 1.3(a) (up to the number listed against its
name in Schedule 2) to SaleCo, by executing a share transfer in the form
accompanying this Deed Poll and delivering the transfer to the Company and
SaleCo; and
(e) for the avoidance of doubt, the parties acknowledge and agree that each
Shareholder may specifically select which individual Sale Shares will be transferred
to SaleCo in accordance with this Deed Poll.
1.3 Acceptance
(a) Once Official Quotation of the Ordinary Shares has been approved, the Company
may accept the Offer on behalf of SaleCo by notice in writing (in the form attached
at Schedule 3) provided to each Shareholder.
(b) The Company's acceptance on behalf of SaleCo may be in respect of some or all
of the Sale Shares, at the Company’s sole discretion.
(c) For the avoidance of doubt, the parties acknowledge and agree that unless and
until the Offer is accepted in accordance with clause 1.3(a) there is no agreement
for the transfer of the Sale Shares or any interest in them.
2 Pre-emptive rights
(a) Each Shareholder acknowledges that the board of the Company has waived the
pre-emptive rights in clause 12 of the Company’s constitution in relation to the sale
of the Sale Shares to SaleCo.
(b) Each Shareholder agrees that it will not sell, transfer or otherwise dispose of the
legal or beneficial interest in any Sale Shares, except in accordance with this Deed
Poll.

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3 Warranties
By executing this Deed Poll, each Shareholder represents and warrants to SaleCo and
the Company that:
(a) it has full power and authority, without the consent of any other person, to enter
into and perform its obligations under this Deed Poll (including, if the Shareholder
has entered into this Deed Poll as a Trustee, under the trust deed for the relevant
trust (Trust));
(b) it has taken all necessary action to authorise the execution, delivery and
performance of this Deed Poll in accordance with its terms;
(c) this Deed Poll constitutes a legal, valid and binding obligation on it and is
enforceable in accordance with its terms;
(d) if the Shareholder is a Trustee, to the best of his, her or its knowledge and belief,
there is no proposal to remove him, her or it as trustee of the Trust;
(e) if the Shareholder is a Trustee:
(i) the Shareholder has the right to be fully indemnified out of the assets of the
Trust in respect of any liability arising under, or in connection with, this Deed
Poll and the right has not been modified, released or diminished in any way.
The assets of the Trust are sufficient to satisfy that right in full and the
Shareholder has not released or disposed of its equitable lien over those
Trust assets; and
(ii) the Trust has not been terminated and there is no effective proposal or
requirement to wind up, deregister, terminate, reconstitute or resettle the
Trust;
(f) the execution, delivery and performance by the Shareholder of this Deed Poll does
not and will not violate, breach or result in a contravention of:
(i) any applicable law, regulation or authorisation;
(ii) its constitution or other constituent documents (or, if the Shareholder is a
Trustee, the trust deed for the Trust); or
(iii) any agreement, undertaking, security interest or document which is binding
on the Shareholder;
(g) it is, and will be at the time of delivery of the notice under clause 1.3(a), the legal
and beneficial owner of the Sale Shares listed against its name in Schedule 2, as
applicable, and that such Sale Shares are, and will be at the time of delivery of the
notice under clause 1.3(a), free from all mortgages, charges, liens, encumbrances
(whether legal or equitable) and adverse interests of any nature; and
(h) it has full power and capacity to sell, and to relinquish legal and beneficial
ownership of, such Sale Shares to SaleCo (or as SaleCo directs).

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4 Liability
4.1 Several liability
The obligations and liabilities of each of the Shareholders under this Deed Poll are
several and not joint. Each Shareholder is only liable to sell its Sale Shares (as listed
against its name in Schedule 2) and in accordance with this Deed Poll and is only liable
for its own representations and warranties and not the representations and warranties
given by any other Shareholder.
4.2 Trustee limitation of liability
(a) A Trustee enters into this Deed Poll only in its capacity as trustee of the relevant
trust and in no other capacity. A liability arising under or in connection with this
Deed Poll is limited to and can be enforced against a Trustee only to the extent to
which it can be satisfied out of assets of the relevant trust out of which the Trustee
is actually indemnified for the liability. This limitation of the Trustee’s liability applies
despite any other provision of this Deed Poll or any other document and extends to
all liabilities and obligations of the Trustee in any way connected with any
representation, warranty, conduct, omission, agreement or transaction related to
this Deed Poll.
(b) Neither SaleCo nor the Company may sue a Trustee in any capacity other than as
trustee of the relevant trust, including seeking the appointment of a receiver
(except in relation to property of the relevant trust), a liquidator, an administrator or
any similar person to that Trustee or prove in the liquidation, administration or
arrangement of or affecting that Trustee (except in relation to property of the
relevant trust).
(c) No attorney, agent, receiver or receiver and manager appointed in accordance with
this Deed Poll has authority to act on behalf of a Trustee in a way which exposes
that Trustee to any personal liability.
(d) A Trustee is not obliged to do or refrain from doing anything under this Deed Poll
(including, without limitation, incur any liability) unless that Trustee’s liability is
limited in the same manner as set out in paragraphs (a) to (c) of this clause 4.2.
(e) The limitations contained in clauses 4.2(a) to 4.2(c) do not apply to the extent that
such limitations or rights of indemnity are or become unavailable as a result of the
operation of law, or as a result of any fraud, negligence or breach of trust by the
Trustee.
(f) The Trustee warrants and represents to SaleCo and the Company that:
(i) it has a full right of indemnity against the assets of the relevant trust and
undertakes that it will notify SaleCo and the Company as soon as reasonably
practicable on such right being reduced, qualified or limited in any way;
(ii) it has not done or omitted to do, and undertakes that it will not, during the
term of this Deed Poll, do or omit to do, anything which has or would limit,
affect, amend or in any manner whatsoever restrict its rights of indemnity
against the assets of the relevant trust.

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5 Power of attorney
(a) Each Shareholder appoints the Company as its attorney to complete, execute and
deliver for and on its behalf the share transfer required by clause 1.2(d) above,
including by completing the Offer Price, the number of Sale Shares to be
transferred and any other blanks in such documents (with such details to be
inserted in accordance with the terms of this Deed Poll, if applicable).
(b) Each Shareholder agrees to ratify and confirm whatever the Company validly and
lawfully does, or causes to be done, under the appointment as attorney under
paragraph 7(a) above.
(c) Each Shareholder agrees to indemnify the Company against all claims, demands,
costs, charges, expenses, outgoings, losses and liabilities arising in any way in
connection with the valid and lawful exercise of all or any of the Company’s powers
and authorities under the appointment as attorney under paragraph 7(a) above.
(d) The Company agrees to indemnify each Shareholder against all claims, demands,
costs, charges, expenses, outgoings, losses and liabilities arising in any way in
connection with the invalid and unlawful exercise of all or any of the Company’s
powers and authorities under the appointment as attorney under paragraph 7(a)
above.
6 General
(a) This Deed Poll is governed by the laws of New Zealand and each Shareholder
irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
courts of New Zealand.
(b) This Deed Poll may not be amended once delivered, except with the written
agreement of each Shareholder, the Company and SaleCo.
7 Counterparts
(a) This Deed Poll may be executed in any number of counterparts, each of which:
(i) must be executed in handwriting; and
(ii) will be deemed an original whether kept in electronic or paper form, and all
of which taken together will constitute one and the same document.
(b) Without limiting the foregoing, if the signatures on behalf of one party are on more
than one copy of this Deed Poll, this shall be taken to be the same as, and have
the same effect as, if all of those signatures were on the same counterpart of this
Deed Poll.

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Dictionary
1Dictionary
The following definitions apply in this Deed Poll;
Allotmentmeans the allotment of Ordinary Shares pursuant to the IPO.
Allotment Datemeans the date on which Allotment occurs.
ASXmeans ASX Limited (ABN 98 008 624 691) or the financial market conducted by
ASX Limited, as the context requires.
End Datehas the meaning given to that term in clause 1.1(c).
IPOmeans an initial public offering of the Ordinary Shares pursuant to the Prospectus.
Offerhas the meaning given to that term in clause 1.1.
Offer Pricehas the meaning given to that term in the Prospectus.
Official Quotationmeans admission of the Company to the Official List of the ASX and
the quotation of shares in the Company on the ASX.
Ordinary Sharesmeans the ordinary shares in the capital of the Company.
Prospectusmeans the prospectus issued (or to be issued) by each of the Company and
SaleCo for the IPO.
Sale Sharesmeans the Ordinary Shares listed in Schedule 2 against the names of the
Shareholders.
Trusteemeans each person that enters into this Deed Poll as a trustee of a trust.
2Interpretation
In this deed the following rules of interpretation apply unless the contrary intention
appears:
(a)headings are for convenience only and do not affect the interpretation of this deed;
(b)the singular includes the plural and vice versa;
(c)words that are gender neutral or gender specific include each gender;
(d)where a word or phrase is given a particular meaning, other parts of speech and
grammatical forms of that word or phrase have corresponding meanings;
(e)the words 'such as', 'including', 'particularly' and similar expressions are not used
as, nor are intended to be, interpreted as words of limitation;
(f)a reference to:

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a person includes a natural person, partnership, joint venture, government
agency, association, corporation or other body corporate;
a thing (including, but not limited to, a chose in action or other right) includes
a part of that thing;
a party includes its successors and permitted assigns;
a document includes all amendments or supplements to that document;
a clause, term, party, schedule or attachment is a reference to a clause or
term of, or party, schedule or attachment to this deed;
this deed includes all schedules and attachments to it;
a law includes a constitutional provision, treaty, decree, convention, statute,
regulation, ordinance, by-law, judgment, rule of common law or equity or a
rule of an applicable financial market and is a reference to that law as
amended, consolidated or replaced;
an agreement other than this deed includes an undertaking, or legally
enforceable arrangement or understanding, whether or not in writing; and
a monetary amount is in New Zealand dollars;
(g)an agreement on the part of two or more persons binds them jointly and severally;
(h)when the day on which something must be done is not a business day, that thing
must be done on the following business day;
(i)in determining the time of day, where relevant to this deed, the relevant time of day
is:
for the purposes of giving or receiving notices, the time of day where a party
receiving a notice is located; or
for any other purpose under this deed, the time of day in the place where the
party required to perform an obligation is located; and
(j)no rule of construction applies to the disadvantage of a party because that party
was responsible for the preparation of this deed or any part of it.

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Shareholders
ShareholderNumber of Ordinary
Shares
(Sale Shares)
Adrian John Casey, Henderika Fiona Casey and B.W.S Trustee
Company 2012 Limited as trustees for Casey Family Trust
3,913,807
Alampieski Holdings Pty Ltd35,000
Anthony German60,000
Barthold Willem Floris Bierens de Haan120,000
Brian James Hedge, Rosemary Anne Hedge and Stanley Neil Gollan as
trustees for Broanira Trust
2,046,224
Babu Salendra Kumar Nath and Rajni Roshni Mala Nath as trustees for
Nath Family Trust
537,556
Brent Washington Smith and Patricia Joyce Collis as trustees for JJD
Trust
260,000
Cornelius Jacobus Henrikis Witteman and Brent Washington Smith as
trustees for Witteman Share Trust
1,155,112
David Ross Fraser40,000
David Trevor Knight and Gaze Burt Trustees 20 Limited as trustees for
Cavaliere Business Trust
1,200,000
Geoffrey Niall Cotton, Julie Ellen Cotton, and BWS Trustee Company
(2018) Limited as trustees for Triple 2 Family Trust
200,000
Greg Castles40,000
Gregory Robert Walker200,000
James Douglas Wells, Julia Wells and Peter Kevin Wells as trustees for
Korthi Trust
340,000
Julia Jane Mottershead and Paul Francis Mottershead as trustees for
Mottershead Family Trust
400,000
Kar Yue Yeo and Karin Lesley Won as trustees for Paola Trust80,000
Kenneth Albert Randall Collin80,000

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Keith Meynell Ralph Gorringe, Kathleen Joyce Gorringe and Jan Maree
Goldie as trustees for Gorringe Family Trust

400,000
Keith Warren Boyd, Derek George Railey and Shaun Warren Boyd as
trustees for Keith Boyd Family Trust

537,556
Lorraine Susan Taylor and Rhys Jones as trustees for Ellsar Trust 3,145,333
Mark Brian Hastings and Jana Paige Gousmett as trustees for Niall
Trust

1,600,000
Michelle Andrea Knight and Gaze Burt Trustees Limited as trustees of
Dallas Trust

1,200,000
Mark Walker 50,000
Mayoral Trust Ltd as Trustee of the Vulcan Continuity Trust 2,623,418
Neil Leonard Downing 280,000
Partitio Trustee Ltd as trustee for the Aoraki Partnership Trust 4,869,126
Peter Stutz and Marion Stutz 54,000
Philippa Greenwood, David Gibson and Eugene Sparrow as trustees for
Rakino Trust

60,000
Patrick James Moore, Helen Cynthia Moore and PJ & HC Moore Trustee
Ltd as trustees for PJ & HC Moore Family Trust

3,600,000
Sandra Campbell 80,000
Scott Craig Skinner 40,000
Scott McEwen 40,000
Sentrust CAS Ltd as trustee of the CAS Trust 2,137,113
Sentrust RES Ltd as trustee of the RES Trust 2,137,113
Shane Temata 40,000
Steven Peter Bloomfield and Helen Irene Bloomfield as trustees for
Bloomfield Family Trust

213,480
Takutai Limited as trustee for the Takutai Trust 12,277,359
Troydon Craig Lill 40,000

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Vesta Trustee Limited 30,000
Wide View Enterprises Ltd 3,069,339
Wilson McKay Trustee Company (107111) Ltd as trustee for MRS Trust 1,066,668
Warwick Nelson Jones, Marion Jones and GL Bentley Jones Guardian
Limited as trustees for The Bentley Jones Trust

2,046,224

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Acceptance Notice
To: [insert]
I hereby accept, on behalf of Vulcan Sale Company Limited (NZBN: 9429049523409;
ARBN 652 961 209), the offer under the Deed Poll from you as a Shareholder of Vulcan
Steel Limited (NZBN: 9429038466052; ARBN 652 996 015) in respect of the sale and
purchase of [insert] Sale Shares.
Yours faithfully,
[insert], Director
Vulcan Sale Company Limited
Date:

Execution
Execution page
Executed as a deed poll.
Signed, sealed and delivered for [Insert
shareholder] by its attorney under power of
attorney dated[•] who has no notice of
revocation of that power of attorney in the
presence of:
Signature of witnessSignature of attorney
Name of witness (print)Name of attorney (print)
Town/city
Signature of witnessSignature of attorney
Name of witness (print)Name of attorney (print)
Witness occupation
Town/city
Witness occupation
[Note: Execution page repeated for each of the shareholders listed in Schedule 2]

Escrow Deed

Vulcan Steel Limited
The Holder named in item 2 of Schedule 2

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Contents Page
1 Defined terms and interpretation 1
1.1 Definitions in the Dictionary 1
1.2 Interpretation 1
2 Condition precedent 1
3 Escrow restrictions 2
3.1 Escrow Shares 2
4 Holding Lock 2
4.1 Agreement to Holding Lock 2
4.2 Application of Holding Lock 2
4.3 Removal of Holding Lock 2
5 Exceptions 2
5.1 Dealing 2
5.2 Notice 3
6 Warranties 3
6.1 Giving of warranties 3
6.2 Warranties of Holder 4
6.3 Breach of warranties 5
6.4 Survival of warranties and representations 5
7 Permitted dealings with the Escrow Shares 5
8 Consequences of breach 5
9 Amendment 6
10 Termination 6
11 Company to complete Schedule 2 6
12 Capacity 6
13 Release of results 7
14 Notices 7
14.1 General 7
15 General 8

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15.1 Choice of law (Governing law) 8
15.2 Choice of jurisdiction 8
15.3 Further assurances 8
15.4 Counterparts 8
15.5 Time of essence 8
15.6 Waiver 9
15.7 Severability 9
Dictionary 10
Details 14
Execution page 15

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Date:
Parties
1 The person named in item 1 of Schedule 2 (Company)
2 The person named in item 2 of Schedule 2 (Holder)

Background
A The Company intends to be admitted to the official list of ASX and listed on NZX
(as a foreign exempt issuer) in connection with the Initial Public Offer.
B The Holder holds or will hold the Escrow Shares on or around Completion.
C The Holder agrees to escrow the Escrow Shares for the Escrow Period pursuant to
the terms of this deed on the basis that the Company will take the steps necessary
to be admitted to the official list of ASX.
The parties agree
1 Defined terms and interpretation
1.1 Definitions in the Dictionary
Other than as expressly provided or where the context makes it clear that the following
rule is not intended to apply, a term or expression starting with a capital letter:
(a) which is defined in the Dictionary in Schedule 1 (Dictionary), has the meaning
given to it in the Dictionary;
(b) which is defined in the Corporations Act, but is not defined in the Dictionary, has
the meaning given to it in the Corporations Act; and
(c) which is defined in the GST Law, but is not defined in the Dictionary or the
Corporations Act, has the meaning given to it in the GST Law.
1.2 Interpretation
The interpretation clause in Schedule 1 (Dictionary) sets out rules of interpretation for
this deed.
2 Condition precedent
(a) The respective rights and obligations of the parties under this deed are conditional
upon Official Quotation.
(b) If the condition precedent in paragraph (a) above, or if Completion, does not occur,
in either case by 31 December 2021, this deed will terminate with immediate effect.

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3 Escrow restrictions
3.1 Escrow Shares
Subject to clause 5 (Exceptions), during the Escrow Period, the Holder must not Deal in
the Escrow Shares.
4 Holding Lock
4.1 Agreement to Holding Lock
Subject to clause 4.2 (Application of Holding Lock), the Holder agrees to the
application of a Holding Lock to the Escrow Shares, and agrees to take all necessary
steps to ensure that its Escrow Shares are registered and held for the Holder on the
Issuer Sponsored Subregister whilst any restrictions under clause 3 of this deed apply to
those Escrow Shares.
4.2 Application of Holding Lock
The Company will apply a Holding Lock to the Escrow Shares upon Completion and may
only remove the Holding Lock with respect to the Escrow Shares if permitted under
clause 4.3 (Removal of Holding Lock).
4.3 Removal of Holding Lock
(a) Upon request by the Holder the Company must promptly remove the Holding Lock
with respect to the Escrow Shares to the extent necessary to facilitate a Dealing
that is permitted under clause 5 (Exceptions).
(b) The Company must remove the Holding Lock with respect to the Escrow Shares on
the Business Day after the end of the relevant Escrow Period.
(c) The Company must notify ASX that the Escrow Shares will be released from the
Holding Lock in accordance with the timing requirements set out in ASX Listing
Rule 3.10A.
5 Exceptions
5.1 Dealing
(a) During the Escrow Period, the Holder may Deal in any of its Escrow Shares if the
Dealing arises solely as a result of:
(i) the acceptance of a bona fide third party full or partial takeover offer made
under the Takeovers Code in relation to those Escrow Shares. For clarity, if
a full or partial takeover offer is made or proposed to be made during the
Escrow Period, directly or indirectly by a person who is not the Holder or an
Affiliate of them, then the Holder may sell, or agree, or offer to sell all or part
of any of the Escrow Shares to the offeror under that offer; or
(ii) the transfer or cancellation of the Escrow Shares in the Company as part of
a scheme of arrangement under Part 15 of the Companies Act, provided that
the scheme of arrangement has received all necessary approvals, including
all such necessary court and shareholder approvals,

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provided, in each case, that if for any reason any or all Escrow Shares are not
transferred or cancelled in accordance with such a takeover offer or scheme of
arrangement (including because the takeover offer does not become
unconditional), then the Holder agrees that the restrictions applying to the Escrow
Shares under this deed will continue to apply and without limiting the foregoing, the
Holding Lock will be reapplied to all Escrow Shares not so transferred or cancelled.
(b) During the Escrow Period, the Holder may Deal in any of its Escrow Shares if the
Dealing arises solely as a result of:
(i) the Holder transferring legal title to any of the Escrow Shares directly to the
beneficial owner of those shares, provided that such beneficial owner must
enter into (or is already a party to) a voluntary escrow deed with the
Company in relation to the Escrow Shares transferred on the same terms as
this deed for the remainder of the Escrow Period; or
(ii) the Holder having entered into this deed in the capacity as a trustee of a
trust and transferring all of the Escrow Shares to any new or replacement
trustee of the relevant trust, provided that the new or replacement trustee
enters in a voluntary escrow deed with the Company in relation to the
Escrow Shares transferred on the same terms as this deed for the remainder
of the Escrow Period.
(c) During the Escrow Period, the Holder may Deal in any of its Escrow Shares to the
extent the Dealing is required by applicable law (including an order of a court of
competent jurisdiction).
5.2 Notice
If the Holder becomes aware:
(a) that a Dealing in any Escrow Shares has occurred, or is likely to occur, during the
Escrow Period; or
(b) of any matter which is likely to give rise to a Dealing in any Escrow Shares during
the Escrow Period,
it must notify the Company as soon as practicable after becoming aware of the Dealing or
the matters likely to give rise to the Dealing, providing full details.
6 Warranties
6.1 Giving of warranties
Each of the warranties and representations in this clause 6 is given in favour of the
Company:
(a) as at the date of this deed; and
(b) at all times until expiry of the Escrow Period.
The warranties and representations in this clause 6 are given in respect of any and all
Escrow Shares which the Holder holds during the Escrow Period, including as a result of
a permitted Dealing in accordance with clause 5 of this deed.

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6.2 Warranties of Holder
The Holder warrants and represents the following:
(a) it has full power and authority, without the consent of any other person, to enter
into and perform its obligations under this deed (including, if the Holder has
entered into this deed as a trustee (Trustee), under the trust deed for the relevant
trust (Trust));
(b) it has taken all necessary action to authorise the execution, delivery and
performance of this deed in accordance with its terms;
(c) this deed constitutes legal, valid and binding obligations and, subject to any
necessary stamping and registration, is enforceable in accordance with its terms;
(d) the execution, delivery and performance by the Holder of this deed does not and
will not violate, breach or result in a contravention of:
(i) any applicable law, regulation or authorisation;
(ii) its constitution or other constituent documents (or, if the Holder is a Trustee,
the trust deed for the Trust); or
(iii) any agreement, undertaking, encumbrance or document which is binding on
that party.
(e) before the Escrow Period begins, it has not done, or omitted to do, any act which
would breach clause 3 of this deed if done or omitted to be done during the Escrow
Period or taken any other action which will cause it to breach clause 3 of this deed
during the Escrow Period;
(f) immediately following Completion, the Holder will hold the Escrow Shares as set
out in Schedule 2 (Details);
(g) the Holder has not granted any encumbrances or any interests or rights to third
parties in respect of the Escrow Shares, and will not do so during the Escrow
Period (other than permitted by this deed), such that the Escrow Shares are free
from all encumbrances and other third party interests or rights (other than where
permitted by this deed);
(h) the Escrow Shares will, immediately following Completion, be all of the securities,
economic interests or other interests that the Holder directly or indirectly has in the
Company;
(i) no person (other than the Holder) has the power to direct or cause the direction of
the management of the Holder, whether through the ownership of voting securities
or by agreement or by virtue of any person being the manager or adviser of the
Holder or otherwise;
(j) there is no Controller and there are no Controller Interests; and
(k) if the Holder is a Trustee:
(i) the Trustee is the sole trustee of the Trust and, to the best of its knowledge
and belief, there is no proposal to remove or replace it as trustee of the
Trust;

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(ii) the Holder has the right to be fully indemnified out of the assets of the Trust
in respect of any liability arising under, or in connection with, this deed and
the right has not been modified, released or diminished in any way. The
assets of the Trust are sufficient to satisfy that right in full and the Holder has
not released or disposed of its equitable lien over that trust; and
(iii) the Trust has not been terminated and there is no effective proposal or
requirement to wind up, deregister, terminate, reconstitute or resettle the
Trust.
6.3 Breach of warranties
A breach of any of the warranties and representations in this clause 6 is a breach of the
terms of this deed.
6.4 Survival of warranties and representations
The warranties and representations in this clause 6 survive termination of this deed.
7 Permitted dealings with the Escrow Shares
Except as expressly provided for in clause 3, nothing in this deed restricts the Holder from
dealing with the Escrow Shares or exercising rights attaching to, or afforded to the holder
of the Escrow Shares, including (without limitation) by:
(a) exercising any voting rights attaching to Escrow Shares;
(b) receiving or being entitled to any dividend, return of capital or other distribution
attaching to Escrow Shares; and
(c) receiving or participating in any rights or bonus issue in connection with the Escrow
Shares.
8 Consequences of breach
(a) If it appears to the Company that the Holder may breach this deed, the Company
may, and has undertaken to the joint lead managers of the Initial Public Offering
that it will, take any steps necessary to prevent the breach, or to enforce the deed
as soon as it becomes aware of the potential breach.
(b) If the Holder breaches this deed, each of the following applies:
(i) the Company may take any steps that it considers necessary to enforce this
deed and/or rectify the breach; and
(ii) the Company may refuse to acknowledge, deal with, accept or register any
sale, assignment, transfer or conversion of any of the Escrow Shares. This is
in addition and without prejudice to other rights and remedies of the
Company.
(c) The parties agree that damages would be an insufficient remedy for breach of
clause 3 and the Holder agrees that the Company is entitled to seek and obtain an
injunction or specific performance to enforce the Holder's obligations under clause
3 without proof of actual damage and without prejudice to any of its other rights or
remedies.

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9 Amendment
This deed can only be amended or replaced by another deed executed by the parties.
10 Termination
This deed terminates automatically if:
(a) the Company withdraws the Initial Public Offer;
(b) Official Quotation of the Ordinary Shares has not been achieved by 31 December
2021; or
(c) otherwise when the Holding Lock is released in full in respect of all Escrow Shares.
11 Company to complete Schedule 2
Each party authorises the Company (or any person delegated such authority in writing by
the Company) to insert in Schedule 2, after execution of this deed by each party:
(a) the particulars of Escrow Shares in item 4 of Schedule 2; and
(b) any other details necessary to complete Schedule 2.
12 Capacity
If the Holder has entered into this deed as a trustee:
(a) notwithstanding any other provision of this deed (including any provision expressed
to prevail over this clause 12), but subject to clause 12(c), the Holder enters into
this deed only in its capacity as trustee of the relevant trust and in no other
capacity. A liability arising under or in connection with this deed can be enforced
against the Holder only to the extent which it can be satisfied out of the property of
the relevant trust for which the Holder is actually indemnified for the liability. The
Holder will exercise its rights of indemnification in order to satisfy its obligations
under this deed;
(b) subject to clause 12(c), a party to this deed may not sue the Holder in any capacity
other than as trustee in respect of the relevant trust, including seeking the
appointment to the Holder of a receiver (except in relation to property of the
relevant trust), a liquidator, administrator or any similar person; and
(c) the provisions of this clause 12 will not apply to any obligation or liability of the
Holder to the extent that it is not satisfied because under the relevant trust deed or
by operation of law, there is a reduction in the extent to which the Holder is entitled
to exercise its right of indemnification out of the assets of the relevant trust, or the
right does not exist at all, as a result of the Holder's fraud, negligence, improper
performance of duties or breach of trust.

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13 Release of results
The Company agrees to release its audited financial results for the year ending 30 June
2022 in accordance with the timeframes required by the Companies Act and ASX Listing
Rules.
14 Notices
14.1 General
(a) Unless expressly stated otherwise in this deed a notice, consent or other
communication given under this deed including, but not limited to, a request,
certificate, demand, consent, waiver or approval, to or by a party to this deed
(Notice):
(i) must be in legible writing and in English;
(ii) must be addressed to the party to whom it is to be given (Addressee) at the
address or email address set out in Schedule 2 or to any other address or
email address a party notifies to the other under this clause;
(iii) must be signed by or on behalf of the sender (if an individual) or an Officer of
the sender;
(iv) must be either:
(A) delivered by hand or sent by pre-paid mail (by airmail if sent to or from
that is overseas) to the Addressee; or
(B) sent by email to the Addressee's email address; and
(v) is deemed to be received by the Addressee in accordance with clause
14.1(c).
(b) If:
(i) a party changes its address and fails to notify the other party of this change
and the new address, delivery of Notices marked to the attention of the
Addressee at that new address is deemed compliant with the notice
obligations under this clause;
(ii) an individual named in clause 14.1 ceases to work in the role specified or
ceases to work for the Addressee and the Addressee fails to notify the other
party of an alternative individual, delivery of notices marked to the attention
of an individual in the same or equivalent role at that party is deemed
compliant with the notice obligations under this clause; and
(iii) an individual associated with an email address listed in clause 14.1 ceases
to work for the Addressee and the Addressee fails to notify the other party of
an alternative email address, notices sent by email to a manager or
equivalent level personnel at that party is deemed compliant with the notice
obligations under this clause.
(c) Without limiting any other means by which the sender may be able to prove that a
Notice has been received by the Addressee, a Notice is deemed to be received:

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(i) if sent by hand, when delivered to the Addressee;
(ii) if sent by post, on the 5th Business Day after the date of posting, or if to or
from a place that is overseas, on the 10th Business Day after the date of
posting; or
(iii) if sent by email:
(A) when the sender receives an automated message confirming delivery;
or
(B) 30 minutes after the time sent (as recorded on the device from which
the sender sent the email) unless the sender receives an automated
message that the email has not been delivered,
whichever happens first,
but if the delivery or receipt is on a day which is not a Business Day or is after
5.00pm (Addressee's time), it is deemed to be received at 9.00am on the following
Business Day.
15 General
15.1 Choice of law (Governing law)
This deed is governed by the laws of New South Wales, Australia.
15.2 Choice of jurisdiction
Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
courts of New South Wales, Australia, including, for the avoidance of doubt, the Federal
Court of Australia sitting in New South Wales, Australia.
15.3 Further assurances
Except as expressly provided in this deed, each party must, at its own expense, do all
things reasonably necessary to give full effect to this deed and the matters contemplated
by it.
15.4 Counterparts
(a) This deed may be executed in any number of counterparts, each of which:
(i) may be executed electronically or in handwriting; and
(ii) will be deemed an original whether kept in electronic or paper form, and all
of which taken together will constitute one and the same document.
Without limiting the foregoing, if the signatures on behalf of one party are on more
than one copy of this deed, this shall be taken to be the same as, and have the
same effect as, if all of those signatures were on the same counterpart of this deed.
15.5 Time of essence
Time is of the essence to this deed.

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15.6 Waiver
(a) No waiver of a right or remedy under this deed is effective unless it is in writing and
signed by the party granting it. It is only effective in the specific instance and for the
specific purpose for which it is granted.
(b) A single or partial exercise of a right or remedy under this deed does not prevent a
further exercise of that or of any other right or remedy.
(c) Failure to exercise or delay in exercising a right or remedy under this deed does
not operate as a waiver or prevent further exercise of that or any other right or
remedy.
15.7 Severability
Any term of this deed which is wholly or partially void or unenforceable is severed to the
extent that it is void or unenforceable. The validity or enforceability of the remainder of
this deed is not affected.

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Dictionary
1 Dictionary
The following definitions apply in this deed.
Affiliate means in relation to any person, a person that directly or indirectly, through one
or more intermediaries, owns and controls or is owned and controlled by or is under
common ownership and control with the person and, in relation to a trust means any
beneficiary (ascertained or discretionary) of that trust.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as
the context requires.
ASX Listing Rules means the listing rules of ASX.
ASX Settlement Operating Rules means the settlement operating rules of ASX
Settlement Pty Ltd (ACN 008 504 532).
Business Day means a day (other than a Saturday, Sunday or public holiday) on which
banks are open for general banking business in Sydney, Australia.
Companies Act means the Companies Act 1993 (NZ).
Completion means the transfer of the Shares by VSCL the subject of the Initial Public
Offer.
Controller has the meaning given to that term in the ASX Listing Rules.
Controller Interests means all legal, beneficial, economic or other interests in the
Escrow Shares (for the duration of the Escrow Period) held by a Controller and each
immediate entity through which that interest occurs.
Corporations Act means Corporations Act 2001 (Cth).
Dealing, in respect of any Escrow Shares, means to directly or indirectly:
(a) sell, assign, transfer or otherwise Dispose of any legal, beneficial or economic
interest in such Escrow Share;
(b) encumber or grant a security interest over such Escrow Share or any legal,
beneficial or economic interest in that Escrow Share;
(c) grant or exercise an option in respect of such Escrow Share;
(d) do, or omit to do, any act if the act or omission would have the effect of
transferring, whether directly or indirectly, effective ownership or control of, or any
legal, beneficial or economic interest in, such Escrow Share; or
(e) agree or offer to do any of those things in paragraphs (a) to (d), and Deal has a
corresponding meaning.
Dispose has the meaning given in the ASX Listing Rules.

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Escrow Period means the period for which the Escrow Shares are escrowed as set out
in item 3 of Schedule 2.
Escrow Shares means:
(a) in relation to a Holder, the Shares specified in item 4 of Schedule 2 (Details); and
(b) any securities attaching to or arising out of those Shares.
GST Law has the meaning given to it in the A New Tax System (Goods and Services
Tax) Act 1999 (Cth).
Holding Lock has the meaning given to that term in section 2 of the ASX Settlement
Operating Rules.
Initial Public Offer means the proposed initial public offering of Shares by the Company
and by VSCL.
Issuer Sponsored Subregister has the meaning given to that term in section 2 of the
ASX Settlement Operating Rules.
NZX means NZX Limited (NZCN 1266120).
NZX Listing Rules means the listing rules applying to the NZX Main Board in force from
time to time.
NZX Main Board means the main board equity security market operated by NZX.
Offer Price has the meaning given in the Prospectus.
Official Quotation means admission of the Company to the Official List of the ASX and
the quotation of shares in the Company on the ASX.
Prospectus means the prospectus to be issued by the Company and VSCL in
connection with the Initial Public Offer.
Share means a fully paid ordinary share in the capital of the Company.
Takeovers Code means the Takeovers Code made under the Takeovers Act 1993 (NZ).
Trust has the meaning given in clause 6.2(a).
Trustee has the meaning given in clause 6.2(a).
VSCL means Vulcan Sale Company Limited (NZBN 9429049523409; ARBN 652 961
209).
2 Interpretation
In this deed the following rules of interpretation apply unless the contrary intention
appears:
(a) headings are for convenience only and do not affect the interpretation of this deed;
(b) the singular includes the plural and vice versa;

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(c) words that are gender neutral or gender specific include each gender;
(d) where a word or phrase is given a particular meaning, other parts of speech and
grammatical forms of that word or phrase have corresponding meanings;
(e) the words 'such as', 'including', 'particularly' and similar expressions are not words
of limitation;
(f) a reference to:
a person includes a natural person, partnership, joint venture, government
agency, association, corporation, trust or other body corporate;
a thing (including but not limited to a chose in action or other right) includes a
part of that thing;
a party includes its agents, successors and permitted assigns;
a document includes all amendments or supplements to that document;
a clause, term, party, schedule or attachment is a reference to a clause or
term of, or party, schedule or attachment to this deed;
this deed includes all schedules and attachments to it;
a law includes a constitutional provision, treaty, decree, convention, statute,
regulation, ordinance, by-law, judgment, rule of common law or equity or a
rule of an applicable financial market and is a reference to that law as
amended, consolidated or replaced;
a statute includes any regulation, ordinance, by-law or other subordinate
legislation under it;
an agreement other than this deed includes an undertaking, or legally
enforceable arrangement or understanding whether or not in writing; and
a monetary amount is in Australian dollars and all amounts payable under or
in connection with this deed are payable in Australian dollars;
(g) unless otherwise specified in this deed, an agreement on the part of two or more
persons binds them severally and not jointly;
(h) no rule of construction applies to the disadvantage of a party because that party
was responsible for the preparation of this deed or any part of it;
(i) when the day on which something must be done is not a Business Day, that thing
must be done on the following Business Day;
(j) in determining the time of day where relevant to this deed, the relevant time of day
is:
for the purposes of giving or receiving notices, the time of day where a party
receiving a notice is located; or
for any other purpose under this deed, the time of day in the place where the
party required to perform an obligation is located;

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(k) a day is the period of time commencing at midnight and ending immediately before
the next midnight is to occur; and
(l) if a period of time is calculated from a particular day, act or event (such as the
giving of a notice), unless otherwise stated in this deed, it is to be calculated
exclusive of that day, or the day of that act or event.
3 Compliance with ASX Listing Rules
During the Escrow Period, and for so long as the Company is listed on the ASX and NZX:
(a) notwithstanding anything contained in this deed, if the ASX Listing Rules or NZX
Listing Rules prohibit an act being done, that act must not be done;
(b) nothing contained in this deed prevents an act being done that the ASX Listing
Rules or NZX Listing Rules require to be done;
(c) if the ASX Listing Rules or NZX Listing Rules require an act to be done or not to be
done, authority is given for that act to be done or not to be done (as the case may
be);
(d) if the ASX Listing Rules or NZX Listing Rules require this deed to contain a
provision and it does not contain such a provision, this deed is deemed to contain
that provision;
(e) if the ASX Listing Rules or NZX Listing Rules require this deed not to contain a
provision and it contains such a provision, this deed is deemed not to contain that
provision; and
(f) if any provision of this deed is or becomes inconsistent with the ASX Listing Rules
or NZX Listing Rules, this deed is deemed not to contain that provision to the
extent of the inconsistency.

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Details
1 Company
Vulcan Steel Limited (NZBN 9429038466052/ARBN 652 996 015) of Grant Thornton New
Zealand Limited, Level 4, 152 Fanshawe Street, Auckland 1010 New Zealand with email
address:
KarYue.Yeo@vulcan.co to the attention of Kar Yue Yeo; and
cc Jane.Mottershead@vulcan.co to the attention of Jane Mottershead.
2 Holder
[Insert shareholder details]
3 Escrow Period
The period commencing on the date of Official Quotation and ending at 4:15pm
Australian Eastern Standard Time on the date that the Company’s full year results for
financial year ended 30 June 2023 are released to ASX and NZX.
4 Particulars of Escrow Shares
Escrow Shares [•] Shares held by the Holder at Completion.

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Execution page
Executed as a deed.
Signed by Vulcan Steel Limited by:
Signature of Peter Kevin Wells (director) Signature of Rhys Jones (director)

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Signed, sealed and delivered for [Insert
shareholder] by their attorney under power of
attorney dated [•] who has no notice of
revocation of that power of attorney in the
presence of:
Signature of witness Signature of attorney
Name of witness (print) Name of attorney (print)
Witness occupation
Town/city
Signature of witness Signature of attorney
Name of witness (print) Name of attorney (print)
Witness occupation
Town/city

---

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Vulcan Steel Limited (VSL or Company)
Date this disclosure made: 4 November 2021
Date on which substantial holding began: 4 November 2021
Substantial product holder(s) giving disclosure
Full name(s): Helen Cynthia Moore, Patrick James Moore and P J & H C Moore Trustee
Limited as trustees of the PJ & HC Moore Family Trust (the Moore Trustees)
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Vulcan Steel Limited (NZX: VSL)
Summary for the Moore Trustees
For this disclosure,—
(a) total number held in class: 9,000,000
(b) total in class: 131,408,572
(c) total percentage held in class: 6.849%
Details of relevant interests
Details for the Moore Trustees
Nature of relevant interest(s):
The Moore Trustees are the registered holders and beneficial owners of 9,000,000 fully
paid ordinary shares in VSL (Shares). Patrick James Moore and Helen Cynthia Moore also
have the power to control the exercise of the right to vote attaching to the Shares and the
power to control the acquisition or disposal of the Shares, by virtue of having the power to
appoint and remove trustees of the PJ & HC Moore Family Trust.
In respect of 3,600,000 of these Shares, the rights of the registered holders and Patrick
James Moore and Helen Cynthia Moore are qualified, as they are subject to the rights of
Vulcan Sale Company Limited to acquire those Shares and control the voting rights of
those Shares set out in a sale deed. The acquisition of those 3,600,000 Shares by Vulcan
Sale Company Limited is expected to settle on 8 November 2021.
In respect of the other 5,400,000 Shares, the relevant interests described above are
qualified as they are subject to certain escrow restrictions preventing the Moore Trustees
from selling or otherwise dealing in the Shares until the occurrence of certain events
(subject to certain permitted exceptions) as set out in an escrow deed.

2
The form of sale deed and escrow deed referred to above are attached to this notice (14
pages and 19 pages respectively). For that relevant interest,—
(a)number held in class: 9,000,000
(b)percentage held in class: 6.849%
(c)current registered holder(s): The Moore Trustees
(d)registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a)type of derivative: Not applicable
(b)details of derivative: Not applicable
(c)parties to the derivative: Not applicable
(d)if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
The Moore Trustees owned Shares in VSL prior to VSL’s listing. As a result of VSL’s listing
on 4 November 2021, the Moore Trustees became substantial product holders in respect of
the Shares for the purposes of section 276 of the Financial Markets Conduct Act 2013. As
an existing holder of the Shares, no consideration was paid or is payable by the Moore
Trustees in connection with the transaction giving rise to this substantial holding.
Additional information
Address(es) of substantial product holder(s):
Helen Cynthia Moore and Patrick James Moore: Unit 3a, 517 Mount Wellington Highway,
Mount Wellington, Auckland, 1060, New Zealand
P J & H C Moore Trustee Limited: c/o Acudio Ltd, Unit 3a, 517 Mount Wellington Highway,
Mt Wellington, Auckland, 1060, New Zealand
Contact details: Patrick James Moore; Email: pat.moore1918@gmail.com; Mob: 021 924
508
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates:
Vulcan Sale Company Limited (in respect of 3,600,000 of the Shares, being those Shares
which are to be transferred under the initial public offering to Vulcan Sale Company Limited
and then on to applicants under the offer).

3
Vulcan Steel Limited (in respect of 5,400,000 of the Shares, being those Shares which are
subject to the escrow arrangements described above, preventing the Moore Trustees from
selling or otherwise dealing in the Shares until the occurrence of certain events).
Certification
I, Patrick James Moore, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly authorised to make
this disclosure by all persons for whom it is made.

Escrow Deed

Vulcan Steel Limited
The Holder named in item 2 of Schedule 2

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15.6 Waiver
(a)No waiver of a right or remedy under this deed is effective unless it is in writing and
signed by the party granting it. It is only effective in the specific instance and for the
specific purpose for which it is granted.
(b)A single or partial exercise of a right or remedy under this deed does not prevent a
further exercise of that or of any other right or remedy.
(c)Failure to exercise or delay in exercising a right or remedy under this deed does
not operate as a waiver or prevent further exercise of that or any other right or
remedy.
15.7 Severability
Any term of this deed which is wholly or partially void or unenforceable is severed to the
extent that it is void or unenforceable. The validity or enforceability of the remainder of
this deed is not affected.

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Escrow Period means the period for which the Escrow Shares are escrowed as set out
in item 3 of Schedule 2.
Escrow Shares means:
(a)in relation to a Holder, the Shares specified in item 4 of Schedule 2 (Details); and
(b)any securities attaching to or arising out of those Shares.
GST Law has the meaning given to it in the A New Tax System (Goods and Services
Tax) Act 1999 (Cth).
Holding Lock has the meaning given to that term in section 2 of the ASX Settlement
Operating Rules.
Initial Public Offer means the proposed initial public offering of Shares by the Company
and by VSCL.
Issuer Sponsored Subregister has the meaning given to that term in section 2 of the
ASX Settlement Operating Rules.
NZX means NZX Limited (NZCN 1266120).
NZX Listing Rules means the listing rules applying to the NZX Main Board in force from
time to time.
NZX Main Board means the main board equity security market operated by NZX.
Offer Price has the meaning given in the Prospectus.
Official Quotation means admission of the Company to the Official List of the ASX and
the quotation of shares in the Company on the ASX.
Prospectus means the prospectus to be issued by the Company and VSCL in
connection with the Initial Public Offer.
Share means a fully paid ordinary share in the capital of the Company.
Takeovers Code means the Takeovers Code made under the Takeovers Act 1993 (NZ).
Trust has the meaning given in clause 6.2(a).
Trustee has the meaning given in clause 6.2(a).
VSCL means Vulcan Sale Company Limited (NZBN 9429049523409; ARBN 652 961
209).
2 Interpretation
In this deed the following rules of interpretation apply unless the contrary intention
appears:
(a)headings are for convenience only and do not affect the interpretation of this deed;
(b)the singular includes the plural and vice versa;

Gilbert + Tobin 3462-6486-2742 v1 Schedule 2 | page | 14
Details
1 Company
Vulcan Steel Limited (NZBN 9429038466052/ARBN 652 996 015) of Grant Thornton New
Zealand Limited, Level 4, 152 Fanshawe Street, Auckland 1010 New Zealand with email
address:
KarYue.Yeo@vulcan.co to the attention of Kar Yue Yeo; and
cc Jane.Mottershead@vulcan.co to the attention of Jane Mottershead.
2 Holder
[Insert shareholder details]
3 Escrow Period
The period commencing on the date of Official Quotation and ending at 4:15pm
Australian Eastern Standard Time on the date that the Company’s full year results for
financial year ended 30 June 2022 are released to ASX and NZX.
4 Particulars of Escrow Shares
Escrow Shares [•] Shares held by the Holder at Completion.

Gilbert + Tobin 3462-6486-2742 v1 Execution | page | 16
Signed, sealed and delivered for [Insert
shareholder] by their attorney under power of
attorney dated [•] who has no notice of
revocation of that power of attorney in the
presence of:
Signature of witness
Name of witness (print) Name of attorney (print)
Witness occupation
Town/city
Signature of witness Signature of attorney
Name of witness (print) Name of attorney (print)
Witness occupation
Town/city
Signature of attorney

---

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Vulcan Steel Limited (VSL or Company)
Date this disclosure made: 4 November 2021
Date on which substantial holding began: 4 November 2021
Substantial product holder(s) giving disclosure
Full name(s): Partitio Trustee Limited as trustee of the Aoraki Partnership Trust; Wayne
Robert Boyd; Ann Lorraine Clarke
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Vulcan Steel Limited (NZX: VSL)
Summary for Partitio Trustee Limited as trustee of the Aoraki Partnership Trust, Wayne
Robert Boyd and Ann Lorraine Clarke
For this disclosure,—
(a)total number held in class: 12,172,814
(b)total in class: 131,408,572
(c)total percentage held in class: 9.263%
Details of relevant interests
Details for Partitio Trustee Limited as trustee of the Aoraki Partnership Trust, Wayne
Robert Boyd and Ann Lorraine Clarke
Nature of relevant interest(s):
Partitio Trustee Limited as trustee of the Aoraki Partnership Trust is the registered holder
and beneficial owner of 12,172,814 fully paid ordinary shares in VSL (Shares).
Wayne Robert Boyd and Ann Lorraine Clarke Wells have the power to control the exercise
of the right to vote attaching to the Shares and the power to control the acquisition or
disposal of the Shares, by virtue of having the power to appoint and remove trustees of
the Aoraki Partnership Trust (subject to the qualifications referred to in this notice).
In respect of 4,869,126 of these Shares, the rights of the registered holder and Wayne
Robert Boyd and Ann Lorraine Clarke to control those Shares are qualified, as they are
subject to the rights of Vulcan Sale Company Limited to acquire those Shares and control
the voting rights of those Shares set out in a sale deed. The acquisition of those 4,869,126
Shares by Vulcan Sale Company Limited is expected to settle on 8 November 2021.
In respect of the other 7,303,688 of the Shares, the rights of the registered holder and
Wayne Robert Boyd and Ann Lorraine Clarke to control those Shares are qualified, as they
are subject to certain escrow restrictions preventing the registered holder from selling or

2
otherwise dealing in the Shares until the occurrence of certain events (subject to certain
permitted exceptions) as set out in an escrow deed.
The form of sale deed and escrow deed referred to above are attached to this notice (14
pages and 19 pages respectively).
For that relevant interest,—
(a)number held in class: 12,172,814
(b)percentage held in class: 9.263%
(c)current registered holder(s): Partitio Trustee Limited as trustee of the Aoraki
Partnership Trust
(d)registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a)type of derivative: Not applicable
(b)details of derivative: Not applicable
(c)parties to the derivative: Not applicable
(d)if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Partitio Trustee Limited as trustee of the Aoraki Partnership Trust owned Shares in VSL
prior to VSL’s listing. As a result of VSL’s listing on 4 November 2021, Partitio Trustee
Limited as trustee of the Aoraki Partnership Trust, Wayne Robert Boyd and Ann Lorraine
Clarke became substantial product holders in respect of the Shares for the purposes of
section 276 of the Financial Markets Conduct Act 2013. As an existing holder of the Shares,
no consideration was paid or is payable by Partitio Trustee Limited as trustee of the Aoraki
Partnership Trust in connection with the transaction giving rise to this substantial holding.
Additional information
Address(es) of substantial product holder(s): Partitio Trustee Limited c/o Tgt Legal, Level
7, 3-13 Shortland Street, Auckland Central, Auckland, 1010, New Zealand
Contact details: Wayne Boyd; Email: wayne@teawatea.net.nz; Mob: +64 27 590 2007
Nature of connection between substantial product holders: Partitio Trustee Limited is the
trustee of the Aoraki Partnership Trust and holds the Shares in VSL. Wayne Robert Boyd
and Ann Lorraine Clarke have the power to control the exercise of the right to vote
attaching to the Shares and the power to control the acquisition or disposal of the Shares
held by Partitio Trustee Limited as trustee of the Aoraki Partnership Trust (subject to the
qualifications mentioned in this SPH notice), by virtue of having the power to appoint and
remove trustees of the Aoraki Partnership Trust.

3
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates:
Vulcan Sale Company Limited (in respect of 4,869,126 of the Shares, being those Shares
which are to be transferred under the initial public offering to Vulcan Sale Company Limited
and then on to applicants under the offer).
Vulcan Steel Limited (in respect of 7,303,688 of the Shares, being those Shares which are
subject to the escrow arrangements described above, preventing Partitio Trustee Limited
as trustee of the Aoraki Partnership Trust from selling or otherwise dealing in the Shares
until the occurrence of certain events).
Certification
I, Wayne Robert Boyd, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Escrow Deed

Vulcan Steel Limited
The Holder named in item 2 of Schedule 2

---

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Vulcan Steel Limited (VSL or Company)
Date this disclosure made: 4 November 2021
Date on which substantial holding began: 4 November 2021
Substantial product holder(s) giving disclosure
Full name(s): Rhys Jones and Lorraine Susan Taylor as trustees of the Ellsar Trust (the
Ellsar Trustees)
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Vulcan Steel Limited (NZX: VSL)
Summary for the Ellsar Trustees
For this disclosure,—
(a)total number held in class: 7,863,333
(b)total in class: 131,408,572
(c)total percentage held in class: 5.984%
Details of relevant interests
Details for the Ellsar Trustees
Nature of relevant interest(s):
The Ellsar Trustees are the registered holders and beneficial owners of 7,863,333 fully paid
ordinary shares in VSL (Shares). Rhys Jones and Lorraine Susan Taylor als o have the
power to control the exercise of the right to vote attaching to the Shares and the power to
control the acquisition or disposal of the Shares, by virtue of having the power to appoint
and remove trustees of the Ellsar Trust.
In respect of 3,145,333 of these Shares, the rights of the registered holders and Rhys
Jones and Lorraine Susan Taylor to control those Shares are qualified, as they are subject
to the rights of Vulcan Sale Company Limited to acquire those Shares and control the
voting rights of those Shares set out in a sale deed. The acquisition of those 3,145,333
Shares by Vulcan Sale Company Limited is expected to settle on 8 November 2021.
In respect of the other 4,718,000 Shares, the relevant interests are qualified, as they are
subject to certain escrow restrictions preventing the Ellsar Trustees from selling or
otherwise dealing in the Shares until the occurrence of certain events (subject to certain
permitted exceptions) as set out in an escrow deed.
The form of sale deed and escrow deed referred to above are attached to this notice (14
pages and 19 pages respectively).

2
For that relevant interest,—
(a) number held in class: 7,863,333
(b) percentage held in class: 5.98%
(c) current registered holder(s): The Ellsar Trustees
(d) registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
The Ellsar Trustees owned Shares in VSL prior to VSL’s listing. As a result of VSL’s listing
on 4 November 2021, the Ellsar Trustees became substantial product holders in respect of
the Shares for the purposes of section 276 of the Financial Markets Conduct Act 2013. As
existing holders of the Shares, no consideration was paid or is payable by the Ellsar
Trustees in connection with the transaction giving rise to this substantial holding.
Additional information
Address(es) of substantial product holder(s):286 Jervois Road, Herne Bay, Auckland, 1011,
New Zealand
Contact details: Rhys Jones; Email: rhys.jones@vulcan.co; Mob: +64 21 848 956
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates:
Vulcan Sale Company Limited (in respect of 3,145,333 of the Shares, being those Shares
which are to be transferred under the initial public offering to Vulcan Sale Company Limited
and then on to applicants under the offer).
Vulcan Steel Limited (in respect of 4,718,000 of the Shares, being those Shares which are
subject to the escrow arrangements described above, preventing the Ellsar Trustees from
selling or otherwise dealing in the Shares until the occurrence of certain events).
Certification
I, Rhys Jones, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Escrow Deed

Vulcan Steel Limited
The Holder named in item 2 of Schedule 2

---

2
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
While listing of VSL on ASX and NZX occurred on 4 November 2021, settlement of the
initial public offer will not occur until 8 November 2021 (Settlement).
As part of the initial public offer, the existing shareholders of VSL prior to VSL listing
(Existing Shareholders) were invited to sell a portion of their shares to Vulcan Sale
Company Limited (SaleCo) pursuant to the terms of a sale deed. The acquisition of the
Sale Shares by SaleCo is expected to settle on or before Settlement following which, the
Sale Shares will be transferred by SaleCo to new shareholders who will represent
approximately 39.8% of the shareholding of VSL.
Between the period of VSL listing and Settlement, SaleCo has the power to acquire, and to
control the exercise of voting rights attached to, the Sale Shares giving rise to SaleCo
becoming a substantial product holder in respect of the Sale Shares for the purposes of the
Financial Markets Conduct Act 2013 from 4 November 2021.
Additional information
Address(es) of substantial product holder(s): Vulcan Sale Company Limited, c/o Grant
Thornton New Zealand Limited, L4, 152 Fanshawe Street, Auckland, 1010, New Zealand
Contact details: Kar Yue Yeo; Email: KarYue.Yeo@vulcan.co; Tel: 09 273 7214
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates:
Takutai Limited as trustee for the Takutai Trust (in respect of 12,277,359 of the Sale
Shares).

Partitio Trustee Limited as trustee for the Aoraki Partnership Trust (in respect of 4,869,126
of the Sale Shares).
Adrian John Casey, Henderika Fiona Casey and B.W.S Trustee Company 2012 Limited as
trustees for the Casey Family Trust (in respect of 3,913,807 of the Sale Shares).
Helen Cynthia Moore, Patrick James Moore and P J & H C Moore Trustee Limited as trustees
of the PJ & HC Moore Family Trust (in respect of 3,600,000 of the Sale Shares).
Rhys Jones and Lorraine Susan Taylor as trustees for the Ellsar Trust (in respect of
3,145,333 of the Sale Shares)
Wide View Enterprises Limited (in respect of 3,069,339 of the Sale Shares).
Certification
I, Kar Yue Yeo, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

---

2
(c)parties to the derivative: Not applicable
(d)if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Each of the shareholders who held shares in VSL prior to VSL’s listing (Existing
Shareholders) are subject to certain escrow restrictions preventing the shareholders from
selling or otherwise dealing in the Shares until the occurrence of certain events (subject to
certain permitted exceptions) as set out in an escrow deed.
Of the Escrowed Shares, 36,428,438 of those shares (amounting to 27.7% of the total
shares on issue in VSL) are subject to escrow from the period from VSL’s admission to the
Official List of the ASX until the release of VSL’s financial results for the year ending 30
June 2023 (Executive Escrowed Shares, being Escrowed Shares held by certain
directors and key management personnel in VSL). The form of escrow deed for the
Executive Escrowed Shares is attached at Appendix 3 to this notice (19 pages).
The 42,635,706 other Escrowed Shares (amounting to 32.4% of the total shares on issue
in VSL) are subject to escrow restrictions from the period from the Company’s admission to
the Official List of the ASX until the release of the Company’s financial results for the year
ending 30 June 2022 (Other Escrowed Shares). The form of escrow deed for the Other
Escrowed Shares is attached at Appendix 4 to this notice (19 pages).
Additional information
Address(es) of substantial product holder(s): Vulcan Steel Limited, c/o Grant Thornton
New Zealand Limited, L4, 152 Fanshawe Street, Auckland, 1010, New Zealand
Contact details: Kar Yue Yeo; Email: KarYue.Yeo@vulcan.co; Tel: 09 273 7214
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates:
Takutai Limited as trustee for the Takutai Trust (in respect of 18,416,039 of the Escrowed
Shares).
Partitio Trustee Limited as trustee for the Aoraki Partnership Trust (in respect of 7,303,688
of the Escrowed Shares).
Adrian John Casey, Henderika Fiona Casey and B.W.S Trustee Company 2012 Limited as
trustees for the Casey Family Trust (in respect of 5,870,711 of the Escrowed Shares).
Helen Cynthia Moore, Patrick James Moore and P J & H C Moore Trustee Limited as trustees
of the PJ & HC Moore Family Trust (in respect of 5,400,000 of the Escrowed Shares).
Rhys Jones and Lorraine Susan Taylor as trustees for the Ellsar Trust (in respect of
4,718,000 of the Escrowed Shares).

3
Wide View Enterprises Limited (in respect of 4,604,009 of the Escrowed Shares).

Certification
I, Kar Yue Yeo, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Appendix 1 – Executive Escrowed Shareholders

Shareholder
Adrian John Casey, Henderika Fiona Casey and B.W.S Trustee Company 2012 Limited as
trustees for Casey Family Trust
Kar Yue Yeo and Karin Lesley Won as trustees for Paola Trust
Lorraine Susan Taylor and Rhys Jones as trustees for Ellsar Trust
Partitio Trustee Ltd as trustee for the Aoraki Partnership Trust
Takutai Limited as trustee for the Takutai Trust

Appendix 2 – Other Escrowed Shareholders

Shareholder name
Angelo Giuseppe Bruno
Anthony German
Barthold Willem Floris Bierens de Haan
Brian James Hedge, Rosemary Anne Hedge and Stanley Neil Gollan as trustees for Broanira Trust
Babu Salendra Kumar Nath and Rajni Roshni Mala Nath as trustees for Nath Family Trust
Brent Washington Smith and Patricia Joyce Collis as trustees for JJD Trust
Cornelius Jacobus Henrikis Witteman and Brent Washington Smith as trustees for Witteman
Share Trust
David Ross Fraser
David Trevor Knight and Gaze Burt Trustees 20 Limited as trustees for Cavaliere Business Trust
Geoffrey Niall Cotton, Julie Ellen Cotton, and BWS Trustee Company (2018) Limited as
trustees for Triple 2 Family Trust
Greg Castles
Gregory Robert Walker
James Douglas Wells, Julia Wells and Peter Kevin Wells as trustees for Korthi Trust
Julia Jane Mottershead and Paul Francis Mottershead as trustees for Mottershead Family Trust
Kenneth Albert Randall Collin
Keith Meynell Ralph Gorringe, Kathleen Joyce Gorringe and Jan Maree Goldie as trustees for
Gorringe Family Trust
Keith Warren Boyd, Derek George Railey and Shaun Warren Boyd as trustees for Keith Boyd
Family Trust
Mark Brian Hastings and Jana Paige Gousmett as trustees for Niall Trust
Michelle Andrea Knight and Gaze Burt Trustees Limited as trustees of Dallas Trust
Mayoral Trust Ltd as Trustee of the Vulcan Continuity Trust
Neil Leonard Downing
Peter Stutz and Marion Stutz
Philippa Greenwood, David Gibson and Eugene Sparrow as trustees for Rakino Trust
Patrick James Moore, Helen Cynthia Moore and PJ & HC Moore Trustee Ltd as trustees for PJ &
HC Moore Family Trust
Samantha Mary Stockwell
Sandra Campbell
Scott Craig Skinner
Scott McEwen
Sentrust CAS Ltd as trustee of the CAS Trust
Sentrust RES Ltd as trustee of the RES Trust
Shane Temata

Steven Peter Bloomfield and Helen Irene Bloomfield as trustees for Bloomfield Family Trust
Susan Mary Chandulal
Troydon Craig Lill
Vesta Trustee Limited
Wide View Enterprises Ltd
Wilson McKay Trustee Company (107111) Ltd as trustee for MRS Trust
Warwick Nelson Jones, Marion Jones and GL Bentley Jones Guardian Limited as trustees for The
Bentley Jones Trust

Escrow Deed
Vulcan Steel Limited
The Holder named in item 2 of Schedule 2
Appendix 3

Gilbert + Tobin 3462-6486-2742 v1 Schedule 1 – Dictionary | page | 11
Escrow Period means the period for which the Escrow Shares are escrowed as set out
in item 3 of Schedule 2.
Escrow Shares means:
(a)in relation to a Holder, the Shares specified in item 4 of Schedule 2 (Details); and
(b)any securities attaching to or arising out of those Shares.
GST Law has the meaning given to it in the A New Tax System (Goods and Services
Tax) Act 1999 (Cth).
Holding Lock has the meaning given to that term in section 2 of the ASX Settlement
Operating Rules.
Initial Public Offer means the proposed initial public offering of Shares by the Company
and by VSCL.
Issuer Sponsored Subregister has the meaning given to that term in section 2 of the
ASX Settlement Operating Rules.
NZX means NZX Limited (NZCN 1266120).
NZX Listing Rules means the listing rules applying to the NZX Main Board in force from
time to time.
NZX Main Board means the main board equity security market operated by NZX.
Offer Price has the meaning given in the Prospectus.
Official Quotation means admission of the Company to the Official List of the ASX and
the quotation of shares in the Company on the ASX.
Prospectus means the prospectus to be issued by the Company and VSCL in
connection with the Initial Public Offer.
Share means a fully paid ordinary share in the capital of the Company.
Takeovers Code means the Takeovers Code made under the Takeovers Act 1993 (NZ).
Trust has the meaning given in clause 6.2(a).
Trustee has the meaning given in clause 6.2(a).
VSCL means Vulcan Sale Company Limited (NZBN 9429049523409; ARBN 652 961
209).
2 Interpretation
In this deed the following rules of interpretation apply unless the contrary intention
appears:
(a)headings are for convenience only and do not affect the interpretation of this deed;
(b)the singular includes the plural and vice versa;

Escrow Deed
Vulcan Steel Limited
The Holder named in item 2 of Schedule 2
Appendix 4

Gilbert + Tobin 3462-6486-2742 v1
ContentsPage
1 Defined terms and interpretation 1
1.1 Definitions in the Dictionary 1
1.2 Interpretation 1
2 Condition precedent 1
3 Escrow restrictions 2
3.1 Escrow Shares 2
4 Holding Lock 2
4.1 Agreement to Holding Lock 2
4.2 Application of Holding Lock 2
4.3 Removal of Holding Lock 2
5 Exceptions 2
5.1 Dealing 2
5.2 Notice 3
6 Warranties 3
6.1 Giving of warranties 3
6.2 Warranties of Holder 4
6.3 Breach of warranties 5
6.4 Survival of warranties and representations 5
7 Permitted dealings with the Escrow Shares 5
8 Consequences of breach 5
9 Amendment 6
10 Termination 6
11 Company to complete Schedule 2 6
12 Capacity 6
13 Release of results 7
14 Notices 7
14.1 General 7
15 General 8

Gilbert + Tobin 3462-6486-2742 v1
15.1 Choice of law (Governing law) 8
15.2 Choice of jurisdiction 8
15.3 Further assurances 8
15.4 Counterparts 8
15.5 Time of essence 8
15.6 Waiver 9
15.7 Severability 9
Dictionary 10
Details 14
Execution page 15

Gilbert + Tobin 3462-6486-2742 v1 page | 9
15.6 Waiver
(a)No waiver of a right or remedy under this deed is effective unless it is in writing and
signed by the party granting it. It is only effective in the specific instance and for the
specific purpose for which it is granted.
(b)A single or partial exercise of a right or remedy under this deed does not prevent a
further exercise of that or of any other right or remedy.
(c)Failure to exercise or delay in exercising a right or remedy under this deed does
not operate as a waiver or prevent further exercise of that or any other right or
remedy.
15.7 Severability
Any term of this deed which is wholly or partially void or unenforceable is severed to the
extent that it is void or unenforceable. The validity or enforceability of the remainder of
this deed is not affected.

Gilbert + Tobin 3462-6486-2742 v1 Schedule 1 – Dictionary | page | 11
Escrow Period means the period for which the Escrow Shares are escrowed as set out
in item 3 of Schedule 2.
Escrow Shares means:
(a)in relation to a Holder, the Shares specified in item 4 of Schedule 2 (Details); and
(b)any securities attaching to or arising out of those Shares.
GST Law has the meaning given to it in the A New Tax System (Goods and Services
Tax) Act 1999 (Cth).
Holding Lock has the meaning given to that term in section 2 of the ASX Settlement
Operating Rules.
Initial Public Offer means the proposed initial public offering of Shares by the Company
and by VSCL.
Issuer Sponsored Subregister has the meaning given to that term in section 2 of the
ASX Settlement Operating Rules.
NZX means NZX Limited (NZCN 1266120).
NZX Listing Rules means the listing rules applying to the NZX Main Board in force from
time to time.
NZX Main Board means the main board equity security market operated by NZX.
Offer Price has the meaning given in the Prospectus.
Official Quotation means admission of the Company to the Official List of the ASX and
the quotation of shares in the Company on the ASX.
Prospectus means the prospectus to be issued by the Company and VSCL in
connection with the Initial Public Offer.
Share means a fully paid ordinary share in the capital of the Company.
Takeovers Code means the Takeovers Code made under the Takeovers Act 1993 (NZ).
Trust has the meaning given in clause 6.2(a).
Trustee has the meaning given in clause 6.2(a).
VSCL means Vulcan Sale Company Limited (NZBN 9429049523409; ARBN 652 961
209).
2 Interpretation
In this deed the following rules of interpretation apply unless the contrary intention
appears:
(a)headings are for convenience only and do not affect the interpretation of this deed;
(b)the singular includes the plural and vice versa;

Gilbert + Tobin 3462-6486-2742 v1 Schedule 2 | page | 14
Details
1 Company
Vulcan Steel Limited (NZBN 9429038466052/ARBN 652 996 015) of Grant Thornton New
Zealand Limited, Level 4, 152 Fanshawe Street, Auckland 1010 New Zealand with email
address:
KarYue.Yeo@vulcan.co to the attention of Kar Yue Yeo; and
cc Jane.Mottershead@vulcan.co to the attention of Jane Mottershead.
2 Holder
[Insert shareholder details]
3 Escrow Period
The period commencing on the date of Official Quotation and ending at 4:15pm
Australian Eastern Standard Time on the date that the Company’s full year results for
financial year ended 30 June 2022 are released to ASX and NZX.
4 Particulars of Escrow Shares
Escrow Shares [•] Shares held by the Holder at Completion.

Gilbert + Tobin 3462-6486-2742 v1 Execution | page | 16
Signed, sealed and delivered for [Insert
shareholder] by their attorney under power of
attorney dated [•] who has no notice of
revocation of that power of attorney in the
presence of:
Signature of witness
Name of witness (print) Name of attorney (print)
Witness occupation
Town/city
Signature of witness Signature of attorney
Name of witness (print) Name of attorney (print)
Witness occupation
Town/city
Signature of attorney

---

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Vulcan Steel Limited (VSL or Company)
Date this disclosure made: 4 November 2021
Date on which substantial holding began: 4 November 2021
Substantial product holder(s) giving disclosure
Full name(s): Takutai Limited as trustee of the Takutai Trust; Peter Kevin Wells; Mary
Elisabeth Wells
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Vulcan Steel Limited (NZX: VSL)
Summary for Takutai Limited as trustee of the Takutai Trust, Peter Kevin Wells and Mary
Elisabeth Wells
For this disclosure,—
(a)total number held in class: 30,693,398
(b)total in class: 131,408,572
(c)total percentage held in class: 23.357%
Details of relevant interests
Details for Takutai Limited as trustee of the Takutai Trust, Peter Kevin Wells and Mary
Elisabeth Wells
Nature of relevant interest(s):
Takutai Limited as trustee of the Takutai Trust is the registered holder and beneficial owner
of 30,693,398 fully paid ordinary shares in VSL (Shares).
Peter Kevin Wells and Mary Elisabeth Wells have the power to control the exercise of the
right to vote attaching to the Shares and the power to control the acquisition or disposal of
the Shares, by virtue of having the power to appoint and remove trustees of the Takutai
Trust (subject to the qualifications referred to in this notice).
In respect of 12,277,359 of these Shares, the rights of the registered holder and Peter
Kevin Wells and Mary Elisabeth Wells to control those Shares are qualified, as they are
subject to the rights of Vulcan Sale Company Limited to acquire those Shares and control
the voting rights of those Shares set out in a sale deed. The acquisition of those
12,277,359 Shares by Vulcan Sale Company Limited is expected to settle of 8 November
2021.
In respect of the other 18,416,039 Shares, the relevant interests described above are
qualified as they are subject to certain escrow restrictions preventing the registered holder

2
from selling or otherwise dealing in the Shares until the occurrence of certain events
(subject to certain permitted exceptions) as set out in an escrow deed.
The form of sale deed and escrow deed referred to above are attached to this notice (14
pages and 19 pages respectively).
For that relevant interest,—
(a)number held in class: 30,693,398
(b)percentage held in class: 23.357%
(c)current registered holder(s): Takutai Limited as trustee of the Takutai Trust
(d)registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a)type of derivative: Not applicable
(b)details of derivative: Not applicable
(c)parties to the derivative: Not applicable
(d)if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Takutai Limited as trustee of the Takutai Trust owned Shares in VSL prior to VSL’s listing.
As a result of VSL’s listing on 4 November 2021, Takutai Limited as trustee of the Takutai
Trust, Peter Kevin Wells and Mary Elisabeth Wells became substantial product holders in
respect of the Shares for the purposes of section 276 of the Financial Markets Conduct Act
2013. As an existing holder of the Shares, no consideration was paid or is payable by
Takutai Limited as trustee of the Takutai Trust in connection with the transaction giving
rise to this substantial holding.
Additional information
Address(es) of substantial product holder(s): Takutai Limited, c/o Ainger Tomlin Ltd, Level
1, 136 Ilam Road, Ilam, Christchurch, 8041, New Zealand
Contact details: Peter Kevin Wells, Mob: 021476938; Email: peter@takutai.com
Nature of connection between substantial product holders: Takutai Limited is the trustee of
the Takutai Trust and holds the Shares in VSL. Peter Kevin Wells and Mary Elisabeth Wells
have the power to control the exercise of the right to vote attaching to the Shares and the
power to control the acquisition or disposal of the Shares held by Takutai Limited as
trustee of the Takutai Trust (subject to the qualifications mentioned in this SPH notice), by
virtue of having the power to appoint and remove trustees of the Takutai Trust.

3
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates:
Vulcan Sale Company Limited (in respect of 12,277,359 of the Shares, being those Shares
which are to be transferred under the initial public offering to Vulcan Sale Company Limited
and then on to applicants under the offer).
Vulcan Steel Limited (in respect of 18,416,039 of the Shares, being those Shares which are
subject to the escrow arrangements described above, preventing Takutai Limited as
trustee of the Takutai Trust from selling or otherwise dealing in the Shares until the
occurrence of certain events).
Certification
I, Peter Kevin Wells, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Escrow Deed

Vulcan Steel Limited
The Holder named in item 2 of Schedule 2

---

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Vulcan Steel Limited (VSL or Company)
Date this disclosure made: 4 November 2021
Date on which substantial holding began: 4 November 2021
Substantial product holder(s) giving disclosure
Full name(s): Wide View Enterprises Limited
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Vulcan Steel Limited (NZX: VSL)
Summary for Wide View Enterprises Limited
For this disclosure,—
(a)total number held in class: 7,673,348
(b)total in class: 131,408,572
(c)total percentage held in class: 5.839%
Details of relevant interests
Details for Wide View Enterprises Limited
Nature of relevant interest(s):
Wide View Enterprises Limited is the registered holder of 7,673,348 fully paid ordinary
shares in VSL (Shares).
In respect of 3,069,339 of these Shares, the rights of the registered holder to control those
Shares are qualified, as they are subject to the rights of Vulcan Sale Company Limited to
acquire those Shares and control the voting rights of those Shares set out in a sale deed.
The acquisition of those 3,069,339 Shares by Vulcan Sale Company Limited is expected to
settle on 8 November 2021.
In respect of the other 4,604,009 Shares, this relevant interest is qualified as it is subject
to certain escrow restrictions preventing the registered holder from selling or otherwise
dealing in the Shares until the occurrence of certain events (subject to certain permitted
exceptions) as set out in an escrow deed.
The form of sale deed and escrow deed referred to above are attached to this notice (14
pages and 19 pages respectively).

2
For that relevant interest,—
(a) number held in class: 7,673,348
(b) percentage held in class: 5.839%
(c) current registered holder(s): Wide View Enterprises Limited
(d) registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Wide View Enterprises Limited owned Shares in VSL prior to VSL’s listing. As a result of
VSL’s listing on 4 November 2021, Wide View Enterprises Limited became a substantial
product holder in respect of the Shares for the purposes of section 276 of the Financial
Markets Conduct Act 2013. As an existing holder of the Shares, no consideration was paid
or is payable by Wide View Enterprises Limited in connection with the transaction giving
rise to this substantial holding.
Additional information
Address(es) of substantial product holder(s): 9 Gillard Place, Bucklands Beach, Auckland,
2012, New Zealand
Contact details: Tommy S.K Lau; topbeast@gmail.com; +6421 02664388
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates:
Vulcan Sale Company Limited (in respect of 3,069,339 of the Shares, being those Shares
which are to be transferred under the initial public offering to Vulcan Sale Company Limited
and then on to applicants under the offer).
Vulcan Steel Limited (in respect of 4,604,009 of the Shares, being those Shares which are
subject to the escrow arrangements described above, preventing the registered holder
from selling or otherwise dealing in the Shares until the occurrence of certain events).
Certification
I, Tommy S. K. Lau, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Escrow Deed

Vulcan Steel Limited
The Holder named in item 2 of Schedule 2

Gilbert + Tobin 3462-6486-2742 v1 page | 9
15.6 Waiver
(a)No waiver of a right or remedy under this deed is effective unless it is in writing and
signed by the party granting it. It is only effective in the specific instance and for the
specific purpose for which it is granted.
(b)A single or partial exercise of a right or remedy under this deed does not prevent a
further exercise of that or of any other right or remedy.
(c)Failure to exercise or delay in exercising a right or remedy under this deed does
not operate as a waiver or prevent further exercise of that or any other right or
remedy.
15.7 Severability
Any term of this deed which is wholly or partially void or unenforceable is severed to the
extent that it is void or unenforceable. The validity or enforceability of the remainder of
this deed is not affected.

Gilbert + Tobin 3462-6486-2742 v1 Schedule 1 – Dictionary | page | 11
Escrow Period means the period for which the Escrow Shares are escrowed as set out
in item 3 of Schedule 2.
Escrow Shares means:
(a)in relation to a Holder, the Shares specified in item 4 of Schedule 2 (Details); and
(b)any securities attaching to or arising out of those Shares.
GST Law has the meaning given to it in the A New Tax System (Goods and Services
Tax) Act 1999 (Cth).
Holding Lock has the meaning given to that term in section 2 of the ASX Settlement
Operating Rules.
Initial Public Offer means the proposed initial public offering of Shares by the Company
and by VSCL.
Issuer Sponsored Subregister has the meaning given to that term in section 2 of the
ASX Settlement Operating Rules.
NZX means NZX Limited (NZCN 1266120).
NZX Listing Rules means the listing rules applying to the NZX Main Board in force from
time to time.
NZX Main Board means the main board equity security market operated by NZX.
Offer Price has the meaning given in the Prospectus.
Official Quotation means admission of the Company to the Official List of the ASX and
the quotation of shares in the Company on the ASX.
Prospectus means the prospectus to be issued by the Company and VSCL in
connection with the Initial Public Offer.
Share means a fully paid ordinary share in the capital of the Company.
Takeovers Code means the Takeovers Code made under the Takeovers Act 1993 (NZ).
Trust has the meaning given in clause 6.2(a).
Trustee has the meaning given in clause 6.2(a).
VSCL means Vulcan Sale Company Limited (NZBN 9429049523409; ARBN 652 961
209).
2 Interpretation
In this deed the following rules of interpretation apply unless the contrary intention
appears:
(a)headings are for convenience only and do not affect the interpretation of this deed;
(b)the singular includes the plural and vice versa;

Gilbert + Tobin 3462-6486-2742 v1 Schedule 2 | page | 14
Details
1 Company
Vulcan Steel Limited (NZBN 9429038466052/ARBN 652 996 015) of Grant Thornton New
Zealand Limited, Level 4, 152 Fanshawe Street, Auckland 1010 New Zealand with email
address:
KarYue.Yeo@vulcan.co to the attention of Kar Yue Yeo; and
cc Jane.Mottershead@vulcan.co to the attention of Jane Mottershead.
2 Holder
[Insert shareholder details]
3 Escrow Period
The period commencing on the date of Official Quotation and ending at 4:15pm
Australian Eastern Standard Time on the date that the Company’s full year results for
financial year ended 30 June 2022 are released to ASX and NZX.
4 Particulars of Escrow Shares
Escrow Shares [•] Shares held by the Holder at Completion.

Gilbert + Tobin 3462-6486-2742 v1 Execution | page | 16
Signed, sealed and delivered for [Insert
shareholder] by their attorney under power of
attorney dated [•] who has no notice of
revocation of that power of attorney in the
presence of:
Signature of witness
Name of witness (print) Name of attorney (print)
Witness occupation
Town/city
Signature of witness Signature of attorney
Name of witness (print) Name of attorney (print)
Witness occupation
Town/city
Signature of attorney

Application for Admission to the ASX Official List Change in Substantial Shareholder Interests

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.