Notice of Annual Meeting of shareholders
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
5
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
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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
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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
15
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.