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2023 Notice of Annual Meeting of shareholders

AGM28 September 2023VSLMaterials

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.