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Notice of Annual Meeting of shareholders

AGM29 September 2022VSLMaterials

Vulcan Steel Limited (Vulcan)
ASX/NZX/Media Release

29 September 2022


2022 Annual Meeting of shareholders


Attached are the following documents in connection with Vulcan’s 2022 annual meeting of

shareholders (Annual Meeting) to be held at 2:00pm NZT (12:00pm AEDT) on Thursday,

20 October 2022:

 Cover letter to shareholders;

 Letter to shareholders from the Chairman of the Board of Directors;

 Notice of Meeting;

 Proxy Form (sample); and

 Virtual Meeting Guide.

Vulcan’s Annual Meeting will be a hybrid meeting, allowing shareholders to attend in person

or virtually via an online portal.

Information about the Annual Meeting is also available at

https://investors.vulcan.co/investor-centre/?page=annual-meetings-of-shareholders

For enquiries, please contact:

Kar Yue Yeo

Investor and media contact

Email: karyue.yeo@vulcan.co

Phone: +64 9 273 7214


ENDS



This announcement was authorised by the Chairman of the Board of Directors.






About Vulcan

Founded in 1995, Vulcan is an Australasian-wide industrial product distributor and value-

added processor with 72 logistics and processing facilities employing 1,500 staff across the

company’s Steel and Metals divisions.

2022 ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, 20 OCTOBER 2022

3
Dear shareholder,

The Board of Vulcan Steel Limited (Vulcan) is pleased to invite you to Vulcan’s 2022 annual

meeting of shareholders (Annual Meeting) at 2:00pm (NZT) on Thursday, 20 October 2022.

The Annual Meeting will be held in the World Cup Lounge East at Eden Park in Auckland.

Shareholders have the option of attending the Annual Meeting virtually at

www.meetings.linkgroup.com/vulcan22.

Enclosed are the Notice of Meeting and Proxy Form. The Notice of Meeting is in three sections:

1.

Items of business, which detail the six resolutions for shareholders to vote on;

2. Explanatory Notes, which provide further information relating to each of the six resolutions; and

3. Procedural Notes, which explain the procedural matters relating to the Annual Meeting

(including how to attend the Annual Meeting virtually and appoint a proxy).

Shareholders may submit questions to the Board in advance of the Annual Meeting. We ask

that all questions are submitted by 2:00pm NZT (12:00pm AEDT) on Tuesday, 18 October 2022.

Shareholders will also have any opportunity to ask questions and make comments towards

the end of the Annual Meeting.

As announced on 13 September 2022, Vulcan’s founder Peter Wells (non-executive director)

and Pip Greenwood (independent non-executive director) will be retiring and will not be seeking

re-election at the Annual Meeting. Both Peter and Pip will be in attendance at the Annual Meeting.

The 2022 Annual Meeting is Vulcan’s inaugural shareholder meeting since listing on the Australian

Securities Exchange (

ASX) and the New Zealand Stock Exchange (NZX) on 4 November 2021.


We encourage shareholders to attend the Annual Meeting, whether in person or virtually.

For those attending the Annual Meeting in person, light refreshments will be offered following

the conclusion of the meeting.

In the event that COVID-19 related restrictions are in place which prevent Vulcan from holding

a physical meeting, or the Board otherwise determines a physical meeting is inappropriate in

the circumstances, then the Board may decide to hold a virtual only meeting. Vulcan will advise

shareholders of any decision by the Board to move to an entirely virtual meeting through an

announcement to the ASX and NZX.

We thank shareholders for their continuing support, especially during Vulcan’s first year as an

ASX and NZX listed company.

Russell Chenu


CHAIR AND ON BEHALF OF THE BOARD

VULCAN.CO

4
Notice of 2022 Annual Meeting of Shareholders

Vulcan Steel Limited (NZ company number 681317, ABRN 652 996 015) (Vulcan) gives notice to its

shareholders that it will hold its 2022 annual meeting of shareholders (Annual Meeting):

Items of business for the Annual Meeting:

A. Chair of the Board (Russell Chenu) introduction and address

B. Managing Director and Chief Executive Officer’s (Rhys Jones) FY22 review and presentation

C. Resolutions

Shareholders will be asked to consider, and if thought fit, pass the following ordinary

shareholders’ resolutions:

RESOLUTION 1 - AUDITOR’S REMUNERATION

That the directors of Vulcan are authorised to fix the fees and expenses of Deloitte Limited

(New Zealand), as Vulcan’s auditor, for the financial year ending 30 June 2023.


RESOLUTION 2 - ELECTION OF ADRIAN CASEY

That Adrian Casey, who was appointed as a director of Vulcan by the Board on 13 September

2022, be elected as a director of Vulcan.


RESOLUTION 3 - RE-ELECTION OF WAYNE BOYD

That Wayne Boyd, who retires as a director of Vulcan by rotation and is eligible for re-

election, is re-elected as a director of Vulcan.


RESOLUTION 4 - RE-ELECTION OF RUSSELL CHENU

That Russell Chenu, who retires as a director of Vulcan by rotation and is eligible for

re-election, is re-elected as a director of Vulcan.

RESOLUTION 5 – GRANT OF PERFORMANCE RIGHTS TO THE MANAGING DIRECTOR

AND CHIEF EXECUTIVE OFFICER

That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 221,799

Performance Rights to Vulcan’s Managing Director and Chief Executive Officer, Rhys Jones,

under Vulcan’s FY23 Long-Term Incentive Plan and on the terms and conditions set out in the

Explanatory Notes be approved.

Date:Thursday, 20 October 2022

Time:2:00pm NZT (12:00pm AEDT)

Venue:World Cup Lounge East at Eden Park, Auckland

Virtually:www.meetings.linkgroup.com/vulcan22

VULCAN 2022 ANNUAL MEETING OF SHAREHOLDERS

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RESOLUTION 6 - GRANT OF PERFORMANCE RIGHTS TO THE CHIEF OPERATING OFFICER AND

EXECUTIVE DIRECTOR

That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 55,309

Performance Rights to Vulcan’s Chief Operating Officer and Executive Director, Adrian Casey,

under Vulcan’s FY23 Long-Term Incentive Plan and on the terms and conditions set out in the

Explanatory Notes be approved.

D. Shareholder questions and/or comments

Further information about the six resolutions are provided in the Explanatory Notes below, which

form part of this Notice of Meeting.

Explanatory Notes

RESOLUTION 1 – AUDITOR’S REMUNERATION

Vulcan’s current auditors, Deloitte Limited (New Zealand),

will be automatically reappointed as the auditor of Vulcan

under section 207T of the Companies Act 1993 (New Zealand).

Under section 207S of the Companies Act 1993, auditors’ fees

and expenses must be fixed in the manner determined at the

2022 Annual Meeting. Accordingly, shareholder approval is

sought for the Board to fix Deloitte’s remuneration as auditor

of Vulcan for the financial year ending 30 June 2023.

Deloitte were first appointed as auditor in 2011.

Mr Andrew Boivin was the lead audit partner for the financial

year ended 30 June 2022.

In August 2022, Vulcan’s Audit and Risk Management

Committee assessed and confirmed the independence

of Deloitte.

Andrew Boivin

DELOITTE’S LEAD AUDIT

PARTNER FOR VULCAN

VULCAN.CO

6
RESOLUTION 2 – ELECTION OF ADRIAN CASEY AS DIRECTOR

Adrian Casey was appointed as a Director by Vulcan’s

Board on 13 September 2022 (as permitted by clause 24.3

of Vulcan’s Constitution, as adopted on 3 November 2022).

As a Board appointed Director, Adrian will hold office until the

conclusion of the 2022 Annual Meeting.

Adrian is eligible and offers himself for election as a Director

of Vulcan.

The Board unanimously supports the election of Adrian and

recommends that shareholders vote in favour of resolution 2.

Executive director

Adrian is an executive director of Vulcan and as such, is

not a member of either the Audit and Risk Management

Committee or the People and Remuneration Committee.

Biography

Adrian, Vulcan’s Chief Operating Officer, has responsibilities

for procurement for the Vulcan Group as well as leading

Vulcan’s steel business in New Zealand. Adrian has worked

in the steel sector in Australia and New Zealand for over 40

years. Adrian held management positions in a major New

Zealand steel distribution operation before leaving to build

his own downstream steel operation which he subsequently

successfully merged with Vulcan in 1998. Adrian successfully

led Vulcan’s entry into the Melbourne market in 2002. Adrian

has had various oversight roles across Vulcan’s business

units during his 24 year tenure with Vulcan.

Adrian holds a New Zealand Certificate in Quantity Surveying

from the Christchurch Polytechnic, and completed the

Advanced Management Program from the Wharton Business

School of the University of Pennsylvania.

Adrian Casey

EXECUTIVE DIRECTOR

VULCAN 2022 ANNUAL MEETING OF SHAREHOLDERS

7
RESOLUTION 3 – RE-ELECTION OF WAYNE BOYD AS DIRECTOR

Wayne Boyd has been a Director of Vulcan since the

company was incorporated 27 years ago (on 2 June 1995).

As Vulcan’s longest serving Director, clause 24.7(b) of

Vulcan’s Constitution now requires that Wayne retires

as a Director. In accordance with clause 24.9 of Vulcan’s

Constitution, Wayne is eligible and offers himself up for

re-election as a Director of Vulcan.

The Board unanimously supports the re-election of Wayne

and recommends that shareholders vote in favour of

resolution 3.

Non-executive director and committee membership

Wayne is a non-executive director of Vulcan. The Board

considers that Wayne is not an independent director

because he:

- is an investor in three property syndicates where a Vulcan

group company is a tenant; and

- is a substantial shareholder in Vulcan through his interest

in the Aoraki Partnership Trust. Partitio Trustee Limited (as

the trustee of the Aoraki Partnership Trust) holds 7,303,688

ordinary shares (5.56%) in Vulcan. Wayne and Ann Lorraine

Clarke have the power to control the exercise of the right

to vote attaching to those shares and the power to control

the acquisition or disposal of such shares, by virtue of

having the power to appoint and remove trustees of the

Aoraki Partnership Trust.

Wayne is a member of the People and Remuneration

Committee.

Biography

Wayne has extensive experience in law, investment banking

and governance.

Wayne previously held the position of Chairman at publicly

listed companies Auckland International Airport, Freightways,

Shotover Jet and Telecom New Zealand, as well as private

companies such as Vulcan, Ngai Tahu Holdings and Meridian

Energy.

Wayne was the Chairman of the Halberg Foundation,

New Zealand Blood Service and the New Zealand Hockey

Foundation.

Wayne holds a Bachelor of Laws (Honours) from the

University of Auckland.

Wayne Boyd

NON-EXECUTIVE DIRECTOR

VULCAN.CO

8
RESOLUTION 4 – RE-ELECTION OF RUSSELL CHENU AS DIRECTOR

Russell Chenu was appointed as a Director by Vulcan’s

shareholders on 18 June 2021 (prior to listing on the Australian

Securities Exchange (ASX) and the New Zealand Stock

Exchange (NZX)).

Although not required by Vulcan’s Constitution or the

ASX Listing Rules, Russell has elected to retire at the 2022

Annual Meeting. In accordance with clause 24.9 of Vulcan’s

Constitution, Russell is eligible and offers himself up for re-

election as a Director.

The Board unanimously supports the re-election of Russell

and recommends that shareholders vote in favour of

resolution 4.

Independent non-executive director and committee

membership

Russell is an independent non-executive director of Vulcan. He

also is Vulcan’s Chair of the Board, having been appointed as

chair on 18 June 2021.

Russell is a member of both the Audit and Risk Management

Committee, and the People and the Remuneration Committee.

Biography

Russell has significant experience across the corporate

sector, with over 24 years in senior management roles.

Russell held numerous senior roles in several ASX-listed

companies, including building products companies such

as James Hardie, where he was Chief Financial Officer for

10 years until 2013. In a number of these roles, Russell was

engaged in significant strategic planning and business

change, including turnarounds, expansions and leadership

initiatives.

Russell is also a director and Chair of the Audit and Risk

Committee of Reliance Worldwide Corp (ASX:RWC) and

CIMIC Group (previously listed on ASX), and was previously

a director of Metro Performance Glass and James Hardie

Industries until August 2021 and November 2020 respectively.

Russell holds a Bachelor of Commerce degree from the

University of Melbourne, a Masters of Business Administration

from Macquarie Graduate School of Management and is a

Member of the Society of Certified Practising Accountants

(Australia).

Russell Chenu

INDEPENDENT NON-EXECUTIVE

DIRECTOR

VULCAN 2022 ANNUAL MEETING OF SHAREHOLDERS

9
RESOLUTION 5 – GRANT OF PERFORMANCE RIGHTS TO THE MANAGING DIRECTOR

AND CHIEF EXECUTIVE OFFICER


Approval is sought to grant Rhys Jones, Vulcan’s Managing Director and Chief Executive Officer,

221,779 Performance Rights (Rights) under Vulcan’s FY23 Long-Term Incentive Plan (LTIP).

The LTIP is one component of Rhys Jones’ total remuneration package and Rights will be granted

for no consideration. Vulcan established the LTIP to assist in the motivation, retention and reward

of eligible employees. The LTIP is designed to align the interests of employees with the interests of

shareholders by providing an opportunity for employees to receive an equity interest in Vulcan.

Why is shareholder approval being sought?

ASX Listing Rule 10.14 requires that shareholders approve grants of equity securities (including

rights) issued to directors under an employee incentive plan which will be satisfied with the issue

of new securities. ASX Listing Rule 10.16(a) provides that shareholder approval is not required for

the grant of equity securities (including rights) issued to directors under an employee incentive

plan if the securities are purchased on-market.

While it is currently intended that shares allocated on vesting of the Rights will be acquired on-

market (as opposed to issuing new shares), shareholder approval is being sought for the Rights

under ASX Listing Rule 10.14 to preserve flexibility in the event that the Board ultimately considers

it necessary or appropriate to issue shares rather than acquire them on-market.

If Resolution 5 is passed, Vulcan will be able to proceed with the grant of 221,799 Rights to

Rhys Jones.

If Resolution 5 is not passed, the Board may proceed with the grant of Rights by requiring in

the Right terms that the Rights will be satisfied by shares acquired on-market, or may consider

a cash equivalent payment.

FY23 LTIP Award

It is proposed that a maximum of 221,799 Rights be granted to Rhys Jones. Subject to meeting

certain performance conditions and continued employment with Vulcan, the Rights will vest and

become exercisable. On exercise, each Right will entitle Rhys Jones to one fully paid ordinary

shares in Vulcan or, at the Board’s discretion, a cash-equivalent payment.

The number of Rights granted is calculated based on Rhys Jones’ maximum LTIP opportunity of

157% of base salary, equivalent to NZ$1,965,000, divided by the 20 trading day VWAP of Shares up

to and including 30 June 2022.

An overview of the key terms of the proposed grant of Rights to Rhys Jones is set out in the

section titled “Resolutions 5 and 6 - Grant of Performance Rights” on page 14.

Voting exclusion statement

As required under ASX Listing Rules 10.15.12 and 14.11, Vulcan will disregard any votes cast on

Resolution 5:

• in favour of the resolution by or on behalf of Rhys Jones or any of his associates, regardless of

the capacity in which the vote is cast; or

• as a proxy by a person who is a member of Vulcan’s Key Management Personnel (KMP), at the

date of the Annual Meeting, or their closely related parties.

VULCAN.CO

10
However, votes will not be disregarded if they are cast on Resolution 5 by:

• a person as proxy or attorney for a shareholder entitled to vote on Resolution 5, in accordance

with a direction given to the proxy or attorney to vote on Resolution 5 in that way;

• the Chair of the Annual Meeting as proxy for a shareholder entitled to vote on Resolution 5,

in accordance with a direction given to the Chair of the Annual Meeting to vote on Resolution

5 as the Chair of the Annual Meeting decides (a discretionary proxy) and, if acting as proxy,

under an express authorisation in the proxy appointment to exercise the proxy even though

Resolution 5 is connected with the remuneration of a member of Vulcan’s KMP; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf

of a beneficiary provided the following conditions are met:

- the beneficiary provides written confirmation to the holder that the beneficiary is not

excluded from voting, and is not an associate of a person excluded from voting, on

Resolution 5; and

- the holder votes on Resolution 5 in accordance with directions given by the beneficiary

to the holder to vote in that way.

Vulcan’s KMP are:

Non-executive directorsExecutive directorsSenior executive

Russell Chenu

Peter Wells

Wayne Boyd

Pip Greenwood

Bart de Haan

Carolyn Steele

Rhys Jones (Managing Director

and Chief Executive Officer)

Adrian Casey (Chief Operating

Officer)

Kar Yue Yeo (Chief Financial

Officer)

Further Information

ASX Listing Rule 10.14 provides that a listed company may only permit a director to acquire

securities under an employee incentive scheme where the acquisition by the director has

been approved by an ordinary resolution of shareholders. The following additional information

is provided pursuant to ASX Listing Rule 10.15:

• Rhys Jones is a director of Vulcan and therefore falls within Listing Rule 10.14 such that

shareholder approval is required for Rhys Jones to acquire securities under an employee

incentive scheme.

• The maximum number of Rights for which approval is sought is 221,799 as set out above.

• There is no loan proposed in relation to the proposed grant of Rights to Rhys Jones.

• Assuming that shareholder approval is forthcoming, Vulcan intends to grant the Rights to

Rhys Jones immediately after the AGM and, in any event, no later than 12 months after approval

is obtained. If not approved, the Board may proceed with the grant of Rights by requiring in the

Right terms that the Rights will be satisfied by shares acquired on-market, or may consider a

cash equivalent payment (such payment to be subject to the performance hurdles which would

otherwise have applied being satisfied. The performance hurdles are described on page 15).

VULCAN 2022 ANNUAL MEETING OF SHAREHOLDERS

11
• Rights will not be quoted on the ASX or NZX and do not carry any voting rights or right to

dividends.

• The details of Rhys Jones’ current remuneration package are set out below:

- Fixed Annual Remuneration (FAR): NZ$1,250,000. Superannuation will not be payable.

- Maximum Long-Term Incentive: 157% of FAR, equivalent to NZ$1,965,000

Rhys’ current remuneration package does not include any short-term incentives.

• On 4 November 2021, 261,303 Rights were issued to Rhys Jones under Vulcan’s LTIP. The Rights

were issued for nil consideration.

• Details of any Rights issued will be published in Vulcan’s Annual Report relating to the period

in which they were issued, along with a statement that approval for the issue was obtained

under ASX Listing Rule 10.14. Any additional person covered by ASX Listing Rule 10.14 who

become entitled to participate in an issue of securities under the scheme after the resolution

is approved and who were not named in this Notice of Meeting will not participate until

approval is obtained under that rule.

RESOLUTION 6 - GRANT OF PERFORMANCE RIGHTS TO THE CHIEF OPERATING OFFICER

AND EXECUTIVE DIRECTOR

If Resolution 2 is passed then approval is sought to grant Adrian Casey, Vulcan’s Chief Operating

Officer and Executive Director, 55,309 Performance Rights (Rights) under Vulcan’s FY23 LTIP.

If Resolution 2 is not passed, then shareholders will not be asked to consider and approve this

Resolution 6.

The LTIP is one component of Adrian Casey’s total remuneration package and Rights will be

granted for no consideration. Vulcan established the LTIP to assist in the motivation, retention

and reward of eligible employees. The LTIP is designed to align the interests of employees with

the interests of shareholders by providing an opportunity for employees to receive an equity

interest in Vulcan.

Why is shareholder approval being sought?

ASX Listing Rule 10.14 requires that shareholders approve grants of equity securities (including

rights) issued to directors under an employee incentive plan which will be satisfied with the issue

of new securities. ASX Listing Rule 10.16(a) provides that shareholder approval is not required for

the grant of equity securities (including rights) issued to directors under an employee incentive

plan if the securities are purchased on-market.

While it is currently intended that shares allocated on vesting of the Rights will be acquired on-

market (as opposed to issuing new shares), shareholder approval is being sought for the Rights

under ASX Listing Rule 10.14 to preserve flexibility in the event that the Board ultimately considers

it necessary or appropriate to issue shares rather than acquire them on-market.

If Resolution 6 is passed, Vulcan will be able to proceed with the grant of 55,309 Rights to

Adrian Casey.

If Resolution 6 is not passed, the Board may proceed with the grant of Rights by requiring in

the Right terms that the Rights will be satisfied by shares acquired on-market, or may consider

a cash equivalent payment.

VULCAN.CO

12
FY23 LTIP Award

It is proposed that a maximum of 55,309 Rights be granted to Adrian Casey. Subject to meeting

certain performance conditions and continued employment with Vulcan, the Rights will vest and

become exercisable. On exercise, each Right will entitle Adrian Casey to one fully paid ordinary

shares in Vulcan or, at the Board’s discretion, a cash-equivalent payment.

The number of Rights granted is calculated based on Adrian Casey’s maximum LTIP opportunity

of 72% of base salary, equivalent to NZ$490,000, divided by the 20 trading day VWAP of Shares

up to and including 30 June 2022.

An overview of the key terms of the proposed grant of Rights to Adrian Casey is set out in the

section titled “Resolutions 5 and 6 - Grant of Performance Rights” on page 14.

Voting exclusion statement

As required under ASX Listing Rules 10.15.12 and 14.11, Vulcan will disregard any votes cast on

Resolution 6:

• in favour of the resolution by or on behalf of Adrian Casey or any of his associates, regardless

of the capacity in which the vote is cast; or

• as a proxy by a person who is a member of Vulcan’s KMP, at the date of the Annual Meeting,

or their closely related parties.

However, votes will not be disregarded if they are cast on Resolution 6 by:

• a person as proxy or attorney for a shareholder entitled to vote on Resolution 6, in accordance

with a direction given to the proxy or attorney to vote on Resolution 6 in that way;

• the Chair of the Annual Meeting as proxy for a shareholder entitled to vote on Resolution 6,

in accordance with a direction given to the Chair of the Annual Meeting to vote on Resolution

6 as the Chair of the Annual Meeting decides (a discretionary proxy) and, if acting as proxy,

under an express authorisation in the proxy appointment to exercise the proxy even though

Resolution 6 is connected with the remuneration of a member of Vulcan’s KMP; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf

of a beneficiary provided the following conditions are met:

- the beneficiary provides written confirmation to the holder that the beneficiary is not

excluded from voting, and is not an associate of a person excluded from voting, on

Resolution 6; and

- the holder votes on Resolution 6 in accordance with directions given by the beneficiary

to the holder to vote in that way.

A list of Vulcan’s KMP is set out in the Explanatory Notes to Resolution 5.

Further Information

ASX Listing Rule 10.14 provides that a listed company may only permit a director to acquire

securities under an employee incentive scheme where the acquisition by the director has

been approved by an ordinary resolution of shareholders. The following additional information

is provided pursuant to ASX Listing Rule 10.15:

• Adrian Casey is a director of Vulcan and therefore falls within Listing Rule 10.14 such that

shareholder approval is required for Adrian Casey to acquire securities under an employee

incentive scheme.

VULCAN 2022 ANNUAL MEETING OF SHAREHOLDERS

13
• The maximum number of Rights for which approval is sought is 55,309 as set out above.

• There is no loan proposed in relation to the proposed grant of Rights to Adrian Casey.

• Assuming that shareholder approval is forthcoming, Vulcan intends to grant the Rights to

Adrian Casey immediately after the AGM and, in any event, no later than 12 months after

approval is obtained. If not approved, the Board may proceed with the grant of Rights by

requiring in the Right terms that the Rights will be satisfied by shares acquired on-market, or

may consider a cash equivalent payment (such payment to be subject to the performance

hurdles which would otherwise have applied being satisfied. The performance hurdles are

described on page 15).

• Rights will not be quoted on the ASX or NZX and do not carry any voting rights or right to dividends.

• The details of Adrian Casey’ current remuneration package is set out below:

- Fixed Annual Remuneration (FAR): NZ$680,000. Superannuation will not be payable.

- Maximum Long-Term Incentive: 72% of FAR, equivalent to NZ$490,000

Adrian’s current remuneration package does not include any short-term incentives.

• On 4 November 2021, 65,160 Rights were issued to Adrian Casey under Vulcan’s LTIP.

The Rights were issued for nil consideration.

• Details of any Rights issued will be published in Vulcan’s Annual Report relating to the period

in which they were issued, along with a statement that approval for the issue was obtained

under ASX Listing Rule 10.14. Any additional person covered by ASX Listing Rule 10.14 who

become entitled to participate in an issue of securities under the scheme after the resolution

is approved and who were not named in this Notice of Meeting will not participate until

approval is obtained under that rule.

VULCAN.CO

14
TermDescription

RightsThe Rights are rights to acquire ordinary shares in Vulcan for nil

consideration, conditional on the achievement of pre-determined vesting

conditions. The Board has the discretion to settle vested Rights with a cash

equivalent payment on exercise.

Grant dateRights will be granted to Rhys Jones and Adrian Casey as soon as

practicable after the Annual Meeting, but in any event within 12 months

of the Annual Meeting.

Dividends and voting

entitlement

The Rights do not provide the Participant any right to participate in any

dividend of Vulcan and do not provide the Participant with any voting

rights.

Vesting conditionsVesting of Rights will be subject to meeting certain performance

conditions and continued employment with Vulcan.

The Rights are subject to two performance conditions:

• 50% of the Rights are subject to a “Relative Total Shareholder Return”

(“Relative TSR”) performance condition; and

• 50% of the Rights are subject to a “Return On Capital Employed” (“ROCE”

performance condition.

Relative TSR

In order for the Rights subject to the Relative TSR performance condition to

vest, Vulcan’s TSR will be benchmarked against the TSRs of companies in the

“Benchmark Group”, being ASX 300 companies (excluding mining, energy and

financial companies) as at the start of the performance period.

Depending on where Vulcan’s TSR ranks against the Benchmark Group

companies’ TSRs, a percentage of Rights will vest. The percentage of Rights

subject to the Relative TSR performance condition that vest, if any, will be

determined at the end the performance period by reference to the vesting

schedule below:

COMPANY’S PERCENTILE RANK% OF RELATIVE TSR RIGHTS THAT VEST

Below 50th Percentile0%

At 50th Percentile50%

Between 50th and 75th Percentile50% to 100%, straight-line basis

At or Above 75th Percentile100%

RESOLUTIONS 5 AND 6 - GRANT OF PERFORMANCE RIGHTS

An overview of the key terms of the proposed grant of Rights to Rhys Jones and Adrian Casey

is set out below:

VULCAN 2022 ANNUAL MEETING OF SHAREHOLDERS

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TermDescription

Vesting conditionsTSR is calculated as the difference in share price over the performance

period plus the value of re-invested dividends. For the purposes of

calculating the difference in share price over the performance period,

the following opening and closing share prices will be used:

• for the opening share price, the 20 trading day VWAP immediately prior

to the first day of the performance period

• for the closing share price, the 20 trading day VWAP up to and

including the last day of the performance period.

The Board may adjust the Benchmark Group if deemed appropriate for

acquisitions, mergers, suspensions or other corporate actions during the

performance period.

ROCE

In order for the Rights subject to the ROCE performance conditions to

vest, the following formula is applied: ROCE threshold = Pre-IFRS 16 EBIT ÷

Base Capital.

Where:

• Base Capital = equity plus net debt excluding capitalised lease

obligations, calculated at the start and end of each financial year,

subject to adjustments at the Board’s discretion (with the average of

these calculations applied to the formula).

Pre-IFRS 16 EBIT = Pre-IFRS 16 Earnings Before Interest and Tax, subject to

adjustments at the Board’s discretion. Any EBIT adjustments and the reasons for

any adjustments will be disclosed.

ROCE for each of the three financial years in the Performance Period are

averaged. The percentage of Rights subject to the ROCE performance condition

that vest, if any, will be determined over the performance period by reference to

the below vesting schedule:

AVERAGE ROCE% OF ROCE RIGHTS THAT VEST

Below 20%0%

At 20%50%

Between 20% and 30%50% to 100%, straight-line basis

At or Above 30%100%

Performance period The performance period is 1 July 2022 to 30 June 2025.

Expiry of RightsRights which do not achieve the vesting conditions will lapse. All Rights

which have vested will lapse 3 years after the relevant vesting date

unless exercised.

Restriction on dealingRights may not be sold, transferred, mortgaged, pledged, charged,

granted as security or otherwise disposed of, without the prior approval

of the Board, or unless required by law. The Participants are restricted

from entering into any hedging arrangements with respect to the Rights.

VULCAN.CO

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TermDescription

Treatment on

termination

The Board has discretion to determine if a Participant is a “good leaver” and

if the Participant, in such circumstances, will be entitled to retain a pro-rata

amount of their unvested Rights.

In the event of a Participant’s redundancy, death or total and permanent

disablement where the Participant otherwise qualifies for Rights, the

Participant will be entitled to retain a pro-rata amount of their unvested

Rights (based on the proportion of the term of the offer that the Participant

was employed by Vulcan with reference to the number of whole months

employed).

In the event of a Participant’s termination with cause, outstanding Rights will

lapse. In all other circumstances of cessation of employment prior to the

vesting date, the Board may determine how to treat the unvested Rights of a

Participant in its absolute discretion.

Change of controlIn the event of a change of control or a likely change of control in Vulcan,

the Board may, in its absolute discretion, determine that all or a specified

number of a Participant’s Rights vest and determine whether to exercise

vested but unexercised Rights.

Capital structure

adjustments

The LTIP includes provisions addressing adjustments or otherwise on

bonus issues, rights issues and capital restructures undertaken by

Vulcan in future.

VULCAN 2022 ANNUAL MEETING OF SHAREHOLDERS

17
Procedural Notes

Attendance

Vulcan’s 2022 Annual Meeting will be a hybrid meeting, allowing shareholders to attend

in person or virtually via an online portal.

IN PERSON

For shareholders attending in

person, the Annual Meeting will

be held in the World Cup Lounge

East at Eden Park (42 Reimers Ave,

Kingsland, Auckland).

Eden Park is well served by rail

and bus services. Kingsland train

station is a short walk from Eden

Park. There are approximately 90

car parks available behind the

South Stand (through car park

entrance P5, off Reimers Ave).

To access World Cup Lounge East,

enter Eden Park’s South Stand at

Entry Gate F, and make your way

by lift or stairs to the fourth level.

VIRTUALLY

Shareholders can also virtually attend via an online platform provided by Vulcan’s share

registrar, Link Market Services, at https://meetings.linkgroup.com/vulcan22

Shareholders attending the Annual Meeting virtually will be able to hear the Chair and CEO/MD’s

reports, any discussions, submit questions and vote.

Vulcan and Link Market Services strongly recommend that shareholders who wish to participate

virtually go to the online portal and login at least 15 minutes prior to the scheduled start time of

2:00pm NZT (12:00pm AEDT).

In the unlikely event that a technical difficulty arises, the Chair of the Annual Meeting will have

discretion as to whether the Annual Meeting should proceed and if so, how. In exercising this

discretion, the Chair will consider the number of shareholders impacted and the extent to

which participation in the business of the Annual Meeting is affected. Where the Chair considers

it appropriate, the Chair may continue to hold the Meeting and transact business, including

conducting a poll and voting in accordance with valid instructions.

A

BC

D

E

FG

H

L

M

N

NORTH STAND

WALTERS ROAD

REIMERS AVE

SANDRINGHAM ROAD

CRICKET AVE

WEST STAND

EAST STAND

SOUTH STAND

BUS HUB

JK

VULCAN.CO

18
For this reason, shareholders are encouraged to lodge a directed proxy before the Meeting

even if they plan to attend the Annual Meeting online. See the “Voting by Proxy” section below

for further information.

There is a Virtual Meeting Online Guide on Vulcan’s investor website which has further information

regarding virtual attendance at the Annual Meeting, including how to vote and ask questions.


Go to https://investors.vulcan.co/Investor-Centre/

If you require any help using the online portal prior to or during the Annual Meeting, please call

Link Market Services:

• in New Zealand 0800 200 220

• in Australia +61 1800 990 363

Entitlement to vote

Only persons who are registered as shareholders on Vulcan’s share register as at 9:00pm NZT

(7:00pm AEDT) on Tuesday, 18 October 2022 (being two days before the date of the Annual

Meeting) will be entitled to vote on the resolutions at the Annual Meeting.

Furthermore, only shares registered in the name of each shareholder at that time may be voted

at the Annual Meeting.

Voting

A shareholder may vote at the Annual Meeting by:

• attending and voting in person;

• attending virtually and voting online; or

• appointing a proxy (or representative) to attend (in person or virtually) and vote in their place.

A shareholder that is a body corporate may appoint a representative to attend the Annual

Meeting on its behalf in the same manner as that in which it could appoint a proxy.

Voting on all six resolutions to be considered at the Annual Meeting will be conducted by way

of a poll, rather than a show of hands.

All resolutions are ordinary resolutions and will be passed if approved by a simple majority

of votes of those shareholders entitled to vote and voting on them.

Shareholders are encouraged to cast an online vote or appoint a proxy to exercise their vote

on their behalf if they cannot physically attend the Annual Meeting.

If you do not attend the Annual Meeting, cast an online vote, or appoint a proxy then no vote

will be exercised in respect of your shareholding.

Results of the voting will be available after the conclusion of the meeting and will be notified

on ASX and NZX.

Link Market Services has been authorised by the Board to count all votes.

VULCAN 2022 ANNUAL MEETING OF SHAREHOLDERS

19
Voting by proxy

APPOINTING A PROXY TO VOTE

A shareholder that is entitled to attend and vote at the Annual Meeting, can appoint a proxy

to attend and vote in its place.

The proxy need not be a shareholder of Vulcan, and can be an individual or a body corporate.

The Chair of the meeting (who will be the Chair of the Board, Russell Chenu) is willing to act as

proxy for any shareholder who may wish to appoint him for that purpose.

Shareholders can appoint a proxy:

• by completing and signing the Proxy Form (enclosed with this Notice of Meeting) and returning

it to Link Market Services by email, mail or physical delivery (as specified on the Proxy Form); or

• online by lodging their proxy appointment at https://vote.linkmarketservices.com/VSL

A Proxy Form must be received by Link Market Services, or submitted online to Link Market Services,

by 2:00pm NZT (12:00pm AEDT) on Tuesday, 18 October 2022. Any proxy appointment received/

submitted after that time will not be valid for the Annual Meeting.

In order to appoint a proxy online, shareholders will need to enter the following:

• for NZX registered shareholders, their Holder Number and Authorisation Code (FIN); or

• for ASX registered shareholders, their Securityholder Reference Number (SRN) or Holder

Identification Number (HIN) and their postcode or country of residence.

If a shareholder does not have these details, please contact Link Market Services well in advance

of the Annual Meeting (via the contact details in the Proxy Form).

If a shareholder returns a completed and signed Proxy Form or submits a proxy appointment online,

but does not name a person as their proxy, then the Chair will become that shareholders’ proxy.


PROXY VOTING

Shareholders who appoint a proxy may:

• direct their proxy how to vote for them (directed proxy); or

• give their proxy discretion to vote as they see fit (undirected proxy). If a shareholder wishes

to give their proxy discretion, then they should not tick any box relating to a resolution.

Shareholders are encouraged to direct their proxy to either vote for, against, or to abstain from

voting on each resolution.

If a Shareholder ticks more than one box for a resolution, without specifying the portion of voting

rights to be voted for or against or to abstain, their proxy direction on that resolution will be invalid.


If a shareholder appoints a proxy (other than the Chair of the Annual Meeting) and has directed

their proxy to vote, but the proxy fails to attend the Annual Meeting or the proxy chooses to not

vote, then on a poll the Chair will become that shareholder’s proxy and vote as directed by that

shareholder.

If a shareholder appoints a proxy (including the Chair), and the shareholder confers on the proxy

a discretion, the shareholder acknowledges that the proxy may exercise the shareholder’s right

to vote at the proxy’s discretion and may vote as the proxy thinks fit or abstain from voting.

VULCAN.CO

20
A proxy is able to vote on motions from the floor and/or any resolutions put before the meeting

to amend the resolutions stated in this Notice of Meeting.

The Chair of the Annual Meeting and any Director of Vulcan appointed as a proxy for a person

(including where the Chair is appointed as proxy by default) intend to vote all discretionary

proxies, for which they have authority to vote, in favour of the resolutions.

Shareholder questions

Vulcan encourages shareholders to participate in the Annual Meeting, including asking

questions and/or making comments.

Shareholders can ask questions:

• by submitting questions to the Board prior to the Annual Meeting; or

• at question time at the end of the Annual Meeting.

The Board will endeavour to address as many of the more frequently raised relevant questions

as possible during the course of the Annual Meeting. However, there may not be sufficient time

available at the Annual Meeting to address all of the questions raised. Please note that individual

responses will not be sent to shareholders. The auditor is not obliged to provide written answers.

SUBMITTING QUESTIONS PRIOR TO THE ANNUAL MEETING

Questions to be provided in advance of the Annual Meeting should be emailed to investor@

vulcan.co or submitted online by logging into https://vote.linkmarketservices.com/VSL by

2:00pm NZT (12:00pm AEDT) on Tuesday, 18 October 2022.

SUBMITTING QUESTIONS ONLINE DURING THE ANNUAL MEETING

Shareholders attending the Annual Meeting virtually will be able to submit questions via the “Ask

a Question” functionality in the online portal. Questions can be submitted via the online portal 30

minutes before the Annual Meeting begins or at any time during the Annual Meeting. The Board

encourages shareholders to submit questions as early as possible to ensure that as many questions

as possible are received and addressed at the appropriate time during the Annual Meeting.

Please note in order to “Ask a Question” via the online portal shareholders must have completed

the registration process to vote in order to validate themselves as a shareholder and make the

“Ask a Question” functionality available.

Presentation materials

For those shareholders who are not able to attend the Annual Meeting, copies of any materials

presented at the Annual Meeting by the Chairperson and the Managing Director/Chief Executive

Officer will be available shortly before the Annual Meeting commences:

• on Vulcan’s page on ASX’s website - https://www2.asx.com.au/markets/company/vsl

• on Vulcan’s page on NZX’s website - https://www.nzx.com/instruments/VSL

• at the investor section of Vulcan’s website - https://investors.vulcan.co/Investor-Centre/

VULCAN 2022 ANNUAL MEETING OF SHAREHOLDERS

21
Annual Report

Vulcan’s Annual Report for the financial year ended 30 June 2022 is available on our investor

website at https://www.investors.vulcan.co/Investor-Centre/

We encourage you to access Vulcan’s FY22 Annual Report online, on our website. Annual Reports

and Half-year Reports for future accounting periods will also be available on our website.

Shareholders may request an electronic or printed copy of Vulcan’s FY22 Annual Report and all

future Annual Reports free of charge, at any time, by emailing Vulcan’s share registrar, Link Market

Services, at registrars@linkmarketservices.com.au

Shareholders are also encouraged to check their communication preferences with Link Market

Services:

- for NZX registered shareholders, online at https://www.investorcentre.linkmarketservices.co.nz


or by calling +64 9 375 5998

- for ASX registered shareholders, online at https:// www.investorcentre.linkmarketservices.com.au


or by calling +61 1300 554 474.

More information

If you have any questions about this Notice of Annual Meeting, please contact Vulcan’s

Company Secretary, Sarah-Jane Lawson at sarah-jane.lawson@vulcan.co

Key dates

ActionLast date

A Proxy Form must be received by Link Market

Services, or submitted online by

2:00pm NZT (12:00pm AEDT) on Tuesday,

18 October 2022

Written questions to be submitted by2:00pm NZT (12:00pm AEDT) on Tuesday,

18 October 2022

Registered as a Vulcan shareholder by9:00pm NZT (7:00pm AEDT) on Tuesday,

18 October 2022

Annual meeting2:00pm NZT (12:00pm AEDT) on Thursday,

20 October 2022

VULCAN.CO

VULCAN.CO

VSL PRX2201N
*VSL PRX2201N*

I/We being a member(s) of Vulcan Steel Limited (the Company) and entitled to attend and vote hereby appoint:

PROXY FORM

STEP 1

or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act on my/our behalf

(including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit)

at the Annual Meeting of shareholders of the Company to be held at 2:00pm (NZT)/12:00pm (AEDT) on Thursday, 20 October 2022 (the Meeting) and at

any postponement or adjournment of the Meeting.

The Meeting will be conducted as a hybrid event. You can participate by attending in person at World Cup Lounge East at Eden Park, Auckland or logging

in online at www.meetings.linkgroup.com/vulcan22 (refer to details in the Virtual Annual General Meeting Online Guide).

Important for Resolutions 5 and 6: If the Chair of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting

intention below, you expressly authorise the Chair of the Meeting to exercise the proxy in respect of Resolutions 5 and 6, even though the Resolutions are

connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP).

The Chair of the Meeting intends to vote undirected proxies in favour of each item of business.

STEP 3

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the

power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the

form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

Shareholder 1 (Individual)Joint Shareholder 2 (Individual)Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary

Director/Company Secretary (Delete one)Director

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

LODGE YOUR VOTE


ONLINE

https://vote.linkmarketservices.com/VSL


BY MAIL

Vulcan Steel Limited

C/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235 Australia


BY HAND

Link Market Services Limited

Parramatta Square, Level 22, Tower 6,

10 Darcy Street, Parramatta NSW 2150


ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

STEP 2

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.

Please read the voting instructions overleaf before marking any boxes with an

T

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted

in computing the required majority on a poll.


1 Auditor’s Remuneration5 Grant of Performance Rights To

the Managing Director and Chief

Executive Officer

2 Election of Adrian Casey6 Grant of Performance Rights to the

Chief Operating Officer and

Executive Director

3 Re-Election of Wayne Boyd

4 Re-Election of Russell Chenu

Resolutions

VOTING DIRECTIONS

ForForAgainstAgainstAbstain*Abstain*

the Chair of the

Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy,

please write the name and email of the person or body corporate you

are appointing as your proxy. An email will be sent to your appointed

proxy with details on how to access the virtual meeting.

Name

Email

APPOINT A PROXY

*X99999999999*

X99999999999

NZBN 9429038466052

ARBN 652 996 015

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share

register. If this information is incorrect, please make the correction on

the form. Shareholders sponsored by a broker should advise their broker

of any changes. Please note: you cannot change ownership of your

shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chair of the Meeting as your proxy, mark the

box in Step 1. If you wish to appoint someone other than the Chair of the

Meeting as your proxy, please write the name of that individual or body

corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default

to the Chair of the Meeting, who is required to vote those proxies as

directed. Any undirected proxies that default to the Chair of the Meeting

will be voted according to the instructions set out in this Proxy Form,

including where the Resolutions are connected directly or indirectly with

the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the

boxes opposite each item of business. All your shares will be voted in

accordance with such a direction unless you indicate only a portion of

voting rights are to be voted on any item by inserting the percentage or

number of shares you wish to vote in the appropriate box or boxes. If you

do not mark any of the boxes on the items of business, your proxy may

vote as he/she/they chooses. If you mark more than one box on an item

your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the

Meeting and vote on a poll. If you wish to appoint a second proxy, an

additional Proxy Form may be obtained by telephoning the Company’s

share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the

percentage of your voting rights or number of shares applicable to that

form. If the appointments do not specify the percentage or number of

votes that each proxy may exercise, each proxy may exercise half your

votes. Fractions of votes will be disregarded; and

(b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the shareholder must sign.

Joint Holding: where the holding is in more than one name, either

shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the

Power of Attorney with Link Market Services, as the Company’s share

registry. If you have not previously lodged this document for notation,

please attach a certified photocopy of the Power of Attorney to this form

when you return it.

Companies: where the company has a Sole Director who is also the Sole

Company Secretary, this form must be signed by that person. If the

company (pursuant to section 204A of the Corporations Act 2001) does

not have a Company Secretary, a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another

Director or a Company Secretary. Please indicate the office held by signing

in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually

the appropriate “Certificate of Appointment of Corporate Representative”

must be received at registrars@linkmarketservices.com.au prior to

admission in accordance with the Notice of Annual Meeting. A form of

the certificate may be obtained from the Company’s share registry or

online at www.linkmarketservices.com.au.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed)

must be received at an address given below by 2:00pm (NZT)/

12:00pm (AEDT) on Tuesday, 18 October 2022, being not later than

48 hours before the commencement of the Meeting. Any Proxy Form

received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:


ONLINE

https://vote.linkmarketservices.com/VSL

Login to the Link website using the holding details as shown

on the Proxy Form. Select ‘Voting’ and follow the prompts to

lodge your vote. To use the online lodgement facility,

shareholders will need their “Holder Identifier” - Securityholder

Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

Our voting website is designed specifically

for voting online. You can now lodge

your proxy by scanning the QR code adjacent

or enter the voting link

https://vote.linkmarketservices.com/VSL

into your mobile device. Log in using the

Holder Identifier and postcode for your

shareholding.

QR Code

To scan the code you will need a QR code reader application

which can be downloaded for free on your mobile device.


BY MAIL

Vulcan Steel Limited

C/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

Australia


BY HAND

delivering it to Link Market Services Limited*

Parramatta Square

Level 22, Tower 6

10 Darcy Street

Parramatta NSW 2150

* During business hours (Monday to Friday, 9:00am–5:00pm) except

Labour Day on Monday, 3 October 2022

Corporate Markets
Before you begin

Ensure your browser is compatible.

Check your current browser by going to

the website: whatismybrowser.com

Supported browsers are:

To attend and vote you must have your

securityholder number and postcode.

Appointed Proxy: Your proxy number will

be provided by Link before the meeting.

Please make sure you have this

information before proceeding.

Virtual Meeting

Online Guide

•Chrome – Version 44 & 45 and after

•Firefox – 40.0.2 and after

•Safari – OS X v10.9 & OS X v10.10 and after

•Internet Explorer – 11

and up

•Edge – 92.0 and up

Virtual Meeting Online Guide
Step

2

Log in to the portal using your full name,

mobile number

, email address, and

participant type.

Please read and accept the terms and conditions

before

clicking on the blue ‘Register and Watch

Meeting’

button.

Note: If you close your browser, your session

will expire and you will need to re-register. If using

the same email address, you can request a link

to be emailed to you to log back in.

1. Get a Voting Card

To register to vote – click on the

‘Get a Voting Card’ button.

This will bring up a box which looks like this.

If you are an individual or joint securityholder you

will need to register and provide validation by entering

your securityholder number and postcode.

If you are an appointed Proxy, please enter the

Proxy Number issued by Link in the PROXY DETAILS

section. Then click the ‘SUBMIT DETAILS AND

VOTE’ button.

Once you have registered, your voting card will

appear with all of the resolutions to be voted on by

securityholders at the Meeting (as set out in the Notice

of Meeting). You may need to use the scroll bar on the

right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a

Full Vote or Partial Vote.

S

tep 1

Open your web browser and go to

https://meetings.linkgroup.com/Vulcan22

Link Group Virtual Meeting Online Guide • 2

•On the left – a live webcast of the Meeting starts

automatically once the meeting has commenced. If

the webcast does not start automatically please

press the play button and ensure the audio on your

computer or device is turned on.

•On the right – the presentation slides that will be

addressed during the Meeting

•At the bottom – buttons for ‘Get a Voting Card’,

‘Ask a Question’ and a list of company documents

to download

Link Group Virtual Meeting Online Guide • 3
Full Votes

To submit a full vote on a resolution ensure you are in the

‘Full Vote’ tab. Place your vote by clicking on the ‘For’, ‘Against’,

or ‘Abstain’ voting buttons.

Partial Votes

T

o submit a partial vote on a resolution ensure you are in the

‘Partial Vote’ tab. You can enter the number of votes (for any or all)

resolution/s. The total amount of votes that you are entitled to vote for

will be listed under each resolution. When you enter the number

of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the

un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to

the bottom of the box and click on the ‘Submit Vote’ or

‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes

you have already made will be saved for the next time you open up the voting card. The voting card will appear on

the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on

‘Edit Card’. This will reopen the voting

card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide

windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

The ‘Ask a Question’ box will then pop up with
two sections for completion.

In the ‘Regarding’ section click on the drop down arrow

and select the category/resolution for your question.

Click in the ‘Question’ section and type your question

and click on ‘Submit’.

A ‘View Questions’ box will appear where you can

view your questions at any point. Only you can see

the questions you have asked.

If your question has been answered and you would

like to exercise your right of reply, you can submit

another question.

Contact us

Australia

T +61 1800 990 363

E info@linkmarketservices.com.au

Note that not all questions are guaranteed to be

answered during the Meeting, but we will do our

best to address your concerns.

3. Downloads

View relevant documentation in the

Downloads section.

4.Voting closing

Voting will end 5 minutes after the

close of the Meeting.

At the conclusion of the Meeting a red bar with a

countdown timer will appear at the top of the Webcast

and Slide screens advising the remaining voting time.

If you have not submitted your vote, you should do

so now.

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only verified Securityholders, Proxyholders and

Corporate Representatives are eligible to ask questions.

If you have yet to obtain a voting card, you

will be prompted to enter your security holder

number or proxy details before you can ask a

question. To ask a question, click on the ‘Ask

a Question’ button either at the top or bottom

of the webpage.

Link Group Virtual Meeting Online Guide • 4

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.