2023 Notice of Annual Meeting of shareholders
Vulcan Steel Limited (Vulcan)
ASX/NZX/Media Release
29 September 2023
2023 Annual Meeting of shareholders
Attached are the following documents in connection with Vulcan’s 2023 annual meeting of
shareholders (Annual Meeting) to be held at 11:00am NZT (9:00am AEDT) on Wednesday,
8 November 2023:
Cover letter to shareholders;
Letter to shareholders from the Chair 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 Chair 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 approximately 1,360
staff across the company’s Steel and Metals divisions.
NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
21
Dear shareholder,
The Board of Vulcan Steel Limited (Vulcan) is pleased to invite you to Vulcan’s 2023 annual
meeting of shareholders (Annual Meeting) at 11:00am (NZT) on Wednesday, 8 November 2023.
The Annual Meeting will be held in the World Cup Lounge West at Eden Park in Auckland.
Shareholders have the option of attending the Annual Meeting virtually at
www.meetings.linkgroup.com/vulcan23
Enclosed are the Notice of Meeting and Proxy Form. The Notice of Meeting is in three sections:
1. items of business, which detail the five resolutions for shareholders to vote on;
2. Explanatory Notes, which provide further information relating to each of the five 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 at least two days before the Annual Meeting, by 11:00am NZT
(9:00am AEDT) on Monday, 6 November 2023. Shareholders will also have an opportunity to
ask questions and make comments towards the end of the Annual Meeting.
As previously announced, from 5 September 2023 Nicola Greer joined Vulcan’s Board as an
independent non-executive director. Nicola’s appointment reinstated Vulcan’s Board composition
to a majority of independent directors (with four of the seven directors being independent).
We are thrilled that Nicola has joined us, and we unanimously support Nicola remaining on the
Board (her election is resolution two of the Annual Meeting).
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.
We thank you for your continuing support.
Russell Chenu
CHAIR AND ON BEHALF OF THE BOARD
VULCAN.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
23
Explanatory Notes
Further information about the five resolutions are provided in the Explanatory Notes below,
which form part of this Notice of Meeting.
A glossary of defined terms is on page 22.
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
an annual meeting of shareholders. Accordingly, Vulcan’s
shareholders are being asked to authorise the Board of Vulcan
to fix the fees and expenses of Deloitte, as Vulcan’s auditor, for
the financial year ending 30 June 2024 (FY24).
Deloitte were first appointed as Vulcan’s auditor in 2011.
Andrew Boivin was the lead audit partner for the financial
years ended 30 June 2022 and 30 June 2023.
In August 2023, Vulcan’s Audit and Risk Management
Committee assessed and confirmed the independence
of Deloitte.
Notice of 2023 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 2023 annual meeting of shareholders (Annual Meeting):
Items of business for the Annual Meeting:
A. Introduction and address from Chair of the Board (Russell Chenu)
B. FY23 review and presentation from Managing Director and Chief Executive Officer (Rhys Jones)
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 Board of Vulcan is authorised to fix the fees and expenses of Deloitte Limited (New
Zealand), as Vulcan’s auditor, for the financial year ending 30 June 2024.
RESOLUTION 2 - ELECTION OF NICOLA GREER
That Nicola Greer, who was appointed as a director by the Board effective from 5 September
2023, be elected as a director of Vulcan.
RESOLUTION 3 - RE-ELECTION OF BART DE HAAN
That Bart de Haan, who retires as a director of Vulcan by rotation and is eligible for re-election,
be re-elected as a director of Vulcan.
RESOLUTION 4 – GRANT OF PERFORMANCE SHARE RIGHTS TO RHYS JONES AS MANAGING DIRECTOR
AND CHIEF EXECUTIVE OFFICER
That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 229,798
performance share rights to Vulcan’s Managing Director and Chief Executive Officer, Rhys
Jones, under Vulcan’s FY24 Long-Term Incentive Plan and on the terms and conditions set
out in the Explanatory Notes be approved.
RESOLUTION 5 - GRANT OF PERFORMANCE SHARE RIGHTS TO ADRIAN CASEY AS CHIEF OPERATING OFFICER
That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 91,217
performance share rights to Vulcan’s Chief Operating Officer, Adrian Casey, under Vulcan’s
FY24 Long-Term Incentive Plan and on the terms and conditions set out in the Explanatory
Notes be approved.
D. Shareholder questions and/or comments
Date:Wednesday, 8 November 2023
Time:11:00am NZT (9:00am AEDT)
Venue:World Cup Lounge West at Eden Park, 42 Reimers Ave, Kingsland, Auckland
Virtually:www.meetings.linkgroup.com/vulcan23
Andrew Boivin
DELOITTE’S LEAD AUDIT
PARTNER FOR VULCAN
VULCAN.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
45
RESOLUTION 2 – ELECTION OF NICOLA GREER AS DIRECTOR
Nicola Greer was appointed as a director by Vulcan’s Board
on 5 September 2023 (as permitted by clause 24.3 of Vulcan’s
Constitution).
As a Board-appointed director, Nicola will hold office until the
conclusion of the 2023 Annual Meeting.
Nicola is eligible and offers herself for election as a director
of Vulcan.
Each director of Vulcan, with Nicola abstaining, unanimously
supports the election of Nicola and recommends that
shareholders vote in favour of resolution 2.
Independent non-executive director
Nicola is an independent non-executive director of Vulcan.
Nicola is not currently a member of a Board committee.
The Board, in conjunction with the PRC, intends to review the
memberships of both the ARC and PRC in 2024, and following
those reviews Nicola may be appointed to one of those
committees.
Biography
Nicola is a professional company director, currently holding
directorships with Precinct Properties New Zealand Limited
(NZX: PCT), Fidelity Life Assurance Company Limited,
South Port NZ Limited (NZX: SPN), New Zealand Railways
Corporation, and is a member of the New Zealand Markets
Disciplinary Tribunal.
She was previously a director of Airways Corporation NZ
and Heartland Bank Limited. Nicola is also a shareholder
and director in a privately owned commercial property
investment and development company.
Prior to embarking on her governance career, Nicola worked
in New Zealand, Australia and the United Kingdom in the
banking and finance sectors, holding a range of senior roles
within financial markets and asset and liability management
at ANZ Bank, Citibank and Goldman Sachs.
Nicola holds a Master of Commerce with First Class Honours
in Management Science from Canterbury University.
RESOLUTION 3 – RE-ELECTION OF BART DE HAAN AS DIRECTOR
Bart de Haan has been a director of Vulcan for over eight
years, having been appointed on 21 September 2015.
Although not required by Vulcan’s Constitution or the ASX
Listing Rules, Bart has elected to retire at the 2023 Annual
Meeting. In accordance with clause 24.9 of Vulcan’s
Constitution, Bart is eligible and offers himself for re-election
as a director of Vulcan.
Each director of Vulcan, with Bart abstaining, unanimously
supports the re-election of Bart and recommends that
shareholders vote in favour of resolution 3.
Independent non-executive director and committee
membership
Bart is an independent non-executive director of Vulcan.
Bart is the Chair of the PRC and since 20 October 2022 has
also been a member of the ARC.
Biography
Bart is an experienced strategy consultant, having worked
with senior management and boards of top 50 companies
in Australia, the United States, and Holland across numerous
sectors, including energy, transport, resources and building
products.
Bart co-founded the boutique strategy consulting firms
Pacific Strategy Partners and Australian Consulting Partners
in Australia. Prior to that, he was a partner at A.T. Kearney
and a consultant at Boston Consulting Group.
Bart has previously held several directorships in venture
capital and early-stage businesses.
Bart holds a Bachelor of Arts in Sociology from the University
of Tilburg and a Masters of Business Administration from New
York University.
Nicola Greer
INDEPENDENT NON-EXECUTIVE
DIRECTOR
Bart de Haan
INDEPENDENT NON-EXECUTIVE
DIRECTOR
VULCAN.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
67
Voting exclusion statement
As required under ASX Listing Rules 10.15.12 and 14.11, Vulcan will disregard any votes cast in favour
of Resolution 4 by or on behalf of any person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3
who is eligible to participate in Vulcan’s LTIP, or any “associate” (as defined in ASX Listing Rule
19.12) of those persons, being:
• Rhys Jones or any of his “associates” (as defined in ASX Listing Rule 19.12), regardless of the
capacity in which the vote is cast; or
• Adrian Casey (as a director who is also eligible to participate in Vulcan’s LTIP) or any of his
“associates” (as defined in ASX Listing Rule 19.12), regardless of the capacity in which the vote
is cast.
However, votes will not be disregarded if they are cast on Resolution 4 by:
• a person as proxy or attorney for a shareholder entitled to vote on Resolution 4, in accordance
with a direction given to the proxy or attorney to vote on Resolution 4 in that way;
• the Chair of the Annual Meeting as proxy or attorney for a shareholder entitled to vote on
Resolution 4, in accordance with a direction given to the Chair of the Annual Meeting to vote
on Resolution 4 as the Chair of the Annual Meeting decides (a discretionary proxy); 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 4; and
- the holder votes on Resolution 4 in accordance with directions given by the beneficiary
to the holder to vote in that way.
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 10.14.1, 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 229,798.
• Rhys Jones’ remuneration package was not amended in FY23 and the Board has agreed that
Rhys’ remuneration will not be amended for FY24.
• The details of Rhys Jones’ current remuneration package are set out below:
- FAR: NZ$1,250,000.
- Superannuation is not payable.
- Maximum long-term incentive: 157% of FAR, equivalent to NZ$1,965,000 (subject to service
and performance vesting conditions being satisfied, as summarised on pages 14 and 15).
• Rhys’ current remuneration package does not include any short-term incentives.
RESOLUTION 4 – GRANT OF PERFORMANCE SHARE RIGHTS TO RHYS JONES AS MANAGING DIRECTOR
AND CHIEF EXECUTIVE OFFICER
Approval is sought to grant Rhys Jones, Vulcan’s Managing Director and Chief Executive Officer,
229,798 performance share rights under Vulcan’s FY24 LTIP.
The LTIP is one component of Rhys Jones’ total remuneration package and Rights will be granted
for no consideration.
On the basis of certain vesting conditions being met by the end of the
performance period in 2026 (as summarised on pages 14 and 15), the Rights will vest and may
be exercisable by Rhys Jones.
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. Non-executive directors are not eligible to participate in the LTIP.
Rhys Jones is also an executive director of Vulcan, but he does not receive any fees as a director.
As a member of Vulcan’s Executive KMP, Rhys Jones is not eligible for any short-term incentives.
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 scheme 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 scheme 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 4 is passed, Vulcan will be able to proceed with the grant of 229,798 Rights to
Rhys Jones.
If Resolution 4 is not passed, the Board may proceed with the grant of Rights to Rhys Jones by
including in the terms and conditions for the FY24 LTIP that such Rights may be satisfied through
shares acquired on-market, or the Board may consider making a cash equivalent payment.
FY24 LTIP award
It is proposed that a maximum of 229,798 Rights will 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 share
in Vulcan or, at the Board’s discretion, a cash-equivalent payment.
The performance conditions, being TSR and ROCE, are further described on pages 14 and 15.
The number of Rights proposed to be 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 Vulcan’s shares up to and including 30 June 2023, which was NZ$8.551.
An overview of the key terms of the proposed grant of Rights to Rhys Jones is set out in the section
titled “Resolutions 4 and 5 – Key features of FY24 LTIP Grant of Performance Share Rights” on pages
14 to 16.
VULCAN.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
89
• Rhys Jones has been issued with the following Rights under Vulcan’s LTIPs:
- 261,303 Rights issued on 4 November 2021 under Vulcan’s FY22 LTIP. These Rights will vest
on 1 July 2024, subject to service and performance vesting conditions.
- 221,799 Rights issued on 4 November 2022 under Vulcan’s FY23 LTIP. These Rights will vest
on 1 July 2025, subject to service and performance vesting conditions.
Those Rights were issued for nil consideration.
• Rights will not be quoted on the ASX or NZX and do not carry any voting rights or right to dividends.
• The 229,798 Rights proposed to be granted under the FY24 LTIP would be issued for nil
consideration, but vesting of the Rights are subject to service and performance vesting
conditions being satisfied. The value attributable to the 229,798 Rights is NZ$1,965,000, which
was calculated using the 20-trading day VWAP of Vulcan’s shares up to and including 30 June
2023, which was NZ$8.551.
• Assuming that shareholder approval is forthcoming, Vulcan intends to grant the Rights to
Rhys Jones immediately after the Annual Meeting and, in any event, no later than 30 June
2024. 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 vesting conditions
which would otherwise have applied being satisfied. The performance vesting conditions
are described on pages 14 and 15).
• An overview of the key terms of the proposed grant of Rights to Rhys Jones is set out in the
section titled “Key features of FY24 LTIP grant of performance share rights” on pages 14 to 16.
• There is no loan proposed in relation to the proposed grant of Rights to Rhys Jones.
• 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 5 - GRANT OF PERFORMANCE SHARE RIGHTS TO ADRIAN CASEY AS CHIEF OPERATING OFFICER
Approval is sought to grant Adrian Casey, Vulcan’s Chief Operating Officer, 91,217 performance
share rights under Vulcan’s FY24 LTIP.
The LTIP is one component of Adrian Casey’s total remuneration package and Rights will be
granted for no consideration. On the basis of certain vesting conditions being met by the end of
the performance period in 2026 (as summarised on pages 14 and 15), the Rights will vest and may
be exercisable by Adrian Casey. 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. Non-executive directors are not eligible to participate in the LTIP.
Adrian Casey is also an executive director of Vulcan, but he does not receive any fees as a director.
As a member of Vulcan’s Executive KMP, Adrian Casey is not eligible for any short-term incentives.
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 scheme 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 scheme 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 91,217 Rights to Adrian Casey.
If Resolution 5 is not passed, the Board may proceed with the grant of Rights to Adrian Casey by
including in the terms and conditions for the FY24 LTIP that such Rights may be satisfied through
shares acquired on-market, or the Board may consider making a cash equivalent payment.
FY24 LTIP award
It is proposed that a maximum of 91,217 Rights will 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
share in Vulcan or, at the Board’s discretion, a cash-equivalent payment.
The performance conditions, being TSR and ROCE, are further described on pages 14 and 15.
The number of Rights proposed to be granted is calculated based on Adrian Casey’s maximum
LTIP opportunity of 100% of base salary, equivalent to NZ$780,000, divided by the 20-trading day
VWAP of Vulcan’s shares up to and including 30 June 2023, which was NZ$8.551.
FAR for Vulcan’s Executive KMP is reviewed periodically by the Board to ensure that it remains
competitive for each Executive KMP’s specific skills, competence, and value to Vulcan. Adrian
Casey’s remuneration was not amended in FY23. On 9 June 2023, the Board approved a change
in Adrian Casey’s remuneration, effective from 1 July 2023, as follows:
• FAR: NZ$780,000 (from NZ$680,000); and
• Maximum long-term incentive: 100% of FAR, equivalent to NZ$780,000 (from 72% of FAR,
equivalent to $490,000).
VULCAN.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
1011
Adrian’s remuneration does not include any short-term incentives. The Board considers that the
increase in Adrian Casey’s remuneration, and the lack of short-term incentives, is consistent with
Vulcan’s remuneration principles (as referred to on page 12). An overview of the key terms of the
proposed grant of Rights to Adrian Casey is set out in the section titled “Resolutions 4 and 5 –
Key features of FY24 LTIP Grant of Performance Share Rights” on pages 14 to 16.
Voting exclusion statement
As required under ASX Listing Rules 10.15.12 and 14.11, Vulcan will disregard any votes cast in favour
of Resolution 5 by or on behalf of any person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3
who is eligible to participate in Vulcan’s LTIP, or any “associate” (as defined in ASX Listing Rule
19.12) of those persons, being:
• Adrian Casey or any of his “associates” (as defined in ASX Listing Rule 19.12), regardless of the
capacity in which the vote is cast; or
• Rhys Jones (as a director who is also eligible to participate in Vulcan’s LTIP) or any of his
“associates” (as defined in ASX Listing Rule 19.12), regardless of the capacity in which the vote
is cast.
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 or attorney 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); 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.
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 10.14.1 , such that
shareholder approval is required for Adrian Casey to acquire securities under an employee
incentive scheme.
• The maximum number of Rights for which approval is sought is 91,217.
• The details of Adrian Casey’s remuneration package (from 1 July 2023) is set out below:
- FAR: NZ$780,000.
- Superannuation is not payable.
- Maximum long-term incentive: 100% of FAR, equivalent to NZ$780,000 (subject to service
and performance vesting conditions being satisfied, as summarised on pages 14 and 15).
• Adrian’s current remuneration package does not include any short-term incentives.
• Adrian Casey has been issued with the following Rights under Vulcan’s LTIPs:
- 65,160 Rights issued on 4 November 2021 under Vulcan’s FY22 LTIP. These Rights will vest
on 1 July 2024, subject to service and performance vesting conditions.
- 55,309 Rights issued on 4 November 2022 under Vulcan’s FY23 LTIP. These Rights will vest
on 1 July 2025, subject to service and performance vesting conditions.
Those Rights were issued for nil consideration.
• Rights will not be quoted on the ASX or NZX and do not carry any voting rights or right to dividends.
• The 91,217 Rights proposed to be granted under the FY24 LTIP would be issued for nil consideration,
but vesting of the Rights are subject to service and performance vesting conditions being
satisfied. The value attributable to the 91,217 Rights is NZ$780,000, which was calculated using the
20-trading day VWAP of Vulcan’s shares up to and including 30 June 2023, which was NZ$8.551.
• Assuming that shareholder approval is forthcoming, Vulcan intends to grant the Rights to
Adrian Casey immediately after the Annual Meeting and, in any event, no later than 30 June
2024. 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 vesting conditions
which would otherwise have applied being satisfied. The performance vesting conditions are
described on pages 14 and 15).
• An overview of the key terms of the proposed grant of Rights to Adrian Casey is set out in the
section titled “Key features of FY24 LTIP grant of performance share rights” on pages 14 to 16.
• There is no loan proposed in relation to the proposed grant of Rights to Adrian Casey.
• 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.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
1213
MD & CEO
COO
39% FAR
50% FAR
61% LTIP
50% LTIP
PAY MIX OF FAR AND LTIP
AT MAXIMUM OPPORTUNITY
Peer Group median TSRVulcan Steel TSR
TOTAL SHAREHOLDER RETURN (Indexed to 100)
Nov-21
200
150
100
50
0
May-22Nov-22May-23
VULCAN’S TSR COMPARED TO
BENCHMARK GROUP MEDIAN*
* S&P/ASX 300 companies (excluding mining, energy and financial companies) as at 4 November 2021
RESOLUTIONS 4 AND 5 – KEY FEATURES OF FY24 LTIP GRANT OF PERFORMANCE SHARE RIGHTS
Remuneration principles
The principles of Vulcan’s remuneration framework and policies are:
• to attract, retain and motivate the talent necessary to create and sustain value for shareholders;
• ensure remuneration outcomes are consistent with Vulcan’s delivery of long-term strategic
objectives and long-term shareholder wealth creation;
• reward executives and other employees fairly and responsibly, having regard to the performance
of Vulcan and individual;
• be aligned with Vulcan’s Principles and Ethos, flat organisational structure and egalitarian culture;
and
• compliance with all relevant legal and regulatory provisions.
Relationship with Vulcan’s performance
The remuneration framework is structured to promote long-term sustainable growth of Vulcan
by the delivery of a significant portion of remuneration in equity that is at-risk, aligning the senior
leadership team with long-term performance and shareholder value creation.
The performance measures are chosen to drive long-term sustainable growth in shareholder
value while maintaining capital efficiency as a high value-added steel and metals distributor
and processor.
The graph below shows Vulcan’s TSR performance compared to the median company in the
S&P/ASX 300 (excluding mining, energy and financial companies) for the period from listing
on 4 November 2021 to 30 June 2023.
Remuneration framework
Remuneration levels are benchmarked against peer Australian and New Zealand companies
that are comparable in size, complexity, and operational scope.
The remuneration framework is reviewed to ensure it remains market competitive and aligns
with our remuneration principles.
Vulcan’s Executive KMP remuneration framework comprises three elements:
• FAR;
• LTIP; and
• other benefits, including employer contributions to KiwiSaver, allowances, benefits and fringe-
benefits tax.
The figure below illustrates Rhys Jones’ and Adrian Casey’s remuneration mix of FAR and LTIP
(based on the maximum opportunity) in FY24.
VULCAN.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
1415
FeatureDescription
Vesting conditions cont.TSR 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; and
• 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:
VULCAN AVERAGE ROCE% OF ROCE RIGHTS THAT VEST
Below 20%0%
At 20%50%
Above 20% but below 30%50% to 100%, straight-line basis
At or above 30%100%
Performance Period The performance period for the FY24 LTIP is 1 July 2023 to 30 June 2026.
Vesting Date1 July 2026
Expiry of RightsRights which do not achieve the vesting conditions will lapse.
All Rights which have vested will lapse three years after the relevant
vesting date, unless exercised.
FeatureApproach
PurposeTo align the interests of eligible employees with the goals of Vulcan and
the creation of shareholder value.
ParticipantsRhys Jones (as MD and CEO) and Adrian Casey (as COO).
Instruments issued
Performance share rights (Rights) which 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 the Participants as soon as practicable after the
Annual Meeting, with an effective grant date of 1 July 2023.
Dividends and voting
entitlement
The Rights do not provide the Participant with any right to participate
in any dividend of Vulcan and do not provide the Participant with any
voting rights.
Maximum value of equity
to be granted
PARTICIPANT
POSITION
MAXIMUM LTIP
- PERCENTAGE
MAXIMUM LTIP
- FACE VALUE
Rhys JonesMD & CEO157%NZ$1,965,000
Adrian CaseyCOO100%NZ$780,000
Vesting conditionsThe Rights are subject to the following vesting conditions:
• two performance conditions; and
• continued employment with Vulcan (service condition).
The two performance conditions are:
• 50% of the Rights issued to a Participant are subject to a “Relative Total
Shareholder Return” (Relative TSR) performance condition; and
• 50% of the Rights issued to a Participant 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 total shareholder return (TSR) will be benchmarked against the TSRs of
ASX 300 companies (excluding mining, energy and financial companies) (the
Benchmark Group) as at the start of the performance period (being 1 July 2023).
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 of the Performance Period by reference to the vesting
schedule below:
VULCAN’S PERCENTILE RANK% OF RELATIVE TSR RIGHTS THAT VEST
Below 50th Percentile0%
At 50th Percentile50%
Above 50th but below 75th Percentile50% to 100%, straight-line basis
At or above 75th Percentile100%
An overview of the key terms of the proposed grant of Rights to Rhys Jones and Adrian Casey
is set out below:
VULCAN.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
1617
TermDescription
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.
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.
Procedural Notes
Attendance
Vulcan’s 2023 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
West at Eden Park (42 Reimers Ave,
Kingsland, Auckland, New Zealand).
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 West,
enter Eden Park’s South Stand at
Entry Gate G, 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/vulcan23 .
Shareholders attending the Annual Meeting virtually will be able to hear the Chair’s and MD
and CEO’s reports, any discussions, submit questions and vote on the resolutions.
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
11:00am NZT (9:00am 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 Annual Meeting and transact business, including
conducting a poll and voting in accordance with valid instructions.
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.
A
BC
D
E
FG
H
L
M
N
NORTH STAND
WALTERS ROAD
REIMERS AVEREIMERS AVE
SANDRINGHAM ROAD
CRICKET AVE
WEST STAND
EAST STAND
SOUTH STAND
BUS HUB
JK
P5
VULCAN.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
1819
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.
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 - 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 Monday, 6 November 2023 (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 five 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 shortly after the conclusion of the meeting and will be
announced on ASX and NZX.
Link Market Services has been authorised by the Board to count all votes.
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 by, 11:00am NZT
(9:00am AEDT) on Monday, 6 November 2023 (being two days before the Annual Meeting).
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 (a directed proxy), 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 (an undirected proxy), 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.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
2021
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:
• 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 Vulcan’s
Company Secretary, Sarah-Jane Lawson at sarah-jane.lawson@vulcan.co or submitted online
by logging into https://vote.linkmarketservices.com/VSL by 11:00am NZT (9:00am AEDT) on
Monday, 6 November 2023.
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 that 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
• on the Annual Meeting section on Vulcan’s Investor Website -
https://investors.vulcan.co/Investor-Centre/
Annual Report
Vulcan’s FY23 Annual Report is available on our Investor Website, and we encourage you to
access that report online. Annual Reports and Half-Year Reports for future accounting periods
will also be available on our Investor Website.
Shareholders may request an electronic or printed copy of Vulcan’s FY23 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
Vulcan encourages shareholders to elect to receive Annual Reports and other communications
from Vulcan electronically.
Shareholders are also encouraged to check their communication preferences with Link Market
Services:
- for NZX registered shareholders, online at https://investorcentre.linkgroup.nz/
or by calling from New Zealand - 09 375 5998.
- for ASX registered shareholders, online at https://investorcentre.linkgroup.com
or by calling from Australia - 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
11:00am NZT (9:00am AEDT) on Monday,
6 November 2023
Written questions to be submitted by11:00am NZT (9:00am AEDT) on Monday,
6 November 2023
Registered as a Vulcan shareholder by9:00pm NZT (7:00pm AEDT) on Monday,
6 November 2023
Annual meeting11:00am NZT (9:00am AEDT) on Wednesday,
8 November 2023
VULCAN.COVULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
2223
Glossary
ARCVulcan’s Audit and Risk Management Committee
ASXAustralian Securities Exchange
BoardVulcan’s Board of directors
Companies ActCompanies Act 1993 (New Zealand)
ConstitutionConstitution as adopted by Vulcan on listing on 4 November 2021
COOVulcan’s Chief Operating Officer
DeloitteDeloitte Limited (New Zealand)
Executive KMPMD and CEO, COO and Chief Financial Officer, which currently are
Rhys Jones, Adrian Casey and Kar Yue Yeo respectively
FARfixed annual remuneration
FY23financial year starting 1 July 2022 and ended on 30 June 2023
FY23 Annual ReportVulcan’s annual report for FY23 dated 29 August 2023
FY24financial year starting 1 July 2023 and ended on 30 June 2024
Investor Websitehttps://investors.vulcan.co/investor-centre/
LTIPlong-term incentive plan
MD and CEOVulcan’s Managing Director and Chief Executive Officer
NZXNew Zealand’s Stock Exchange
PRCVulcan's People and Remuneration Committee
Rights
performance share rights
ROCE
return on capital employed
TSR
total shareholder return
VulcanVulcan Steel Limited (NZBN 9429038466052 /ARBN 652 996 015)
Vulcan GroupVulcan and each of its subsidiaries, including Vulcan Steel (Australia)
Pty Limited (ACN 100 061 283), Global Metals Pty limited (ACN 003 981
664, liquidated on 20 June 2023), Ullrich Aluminium Co Limited
(NZ company number 47279) and Ullrich Aluminium Pty Limited
(ACN 001 697 445)
VWAPvolume weighted average price
VULCAN NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERSVULCAN.CO
VULCAN.CO
VSL PRX2301N
*VSL PRX2301N*
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 11:00am (NZT) / 9:00am (AEDT) on
Wednesday, 8 November 2023 (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 West at Eden Park,
42 Reimers Ave, Kingsland, Auckland or logging in online at http://www.meetings.linkgroup.com/vulcan23 (refer to details in the
Virtual Annual General Meeting Online Guide).
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 Company’s share registry or a certified copy attached to this form. If executed by
a company, the form must be executed in accordance with that 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 Remuneration
2 Election of Nicola Greer as Director
3 Re-election of Bart de Haan as
Director
Resolutions
VOTING DIRECTIONS
ForForAgainstAgainstAbstain*Abstain*
5 Grant of performance share rights
to Adrian Casey as Chief Operating
Officer
4 Grant of performance share rights
to Rhys Jones as Managing
Director and Chief Executive Officer
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 and email 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.
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
The shareholder 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 shareholder is a company and 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 9:00am (AEDT) on
Monday, 6 November 2023, 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)
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.
Ste
p 1
Open your web browser and go to
http://www.meetings.linkgroup.com/vulcan23
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 V
otes
To 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.
Y
ou 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.