FY25 ASX Appendix 4G - Key to Corporate Governance Disclosu

Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Vulcan Steel Limited

ABN/ARBN Financial year ended:
61 100 061 283 30 June 2025
Our corporate governance statement
1
for the period above can be found at:
2

☒
These pages of our
annual report:
Pages 56 to 93
☐
This URL on our
website:

The Corporate Governance Statement is accurate and up to date at 26 August 2025 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3

Date: 26 August 2025
Name of authorised officer
authorising lodgement:
Sarah-Jane Lawson


1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 2 of 14

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
and we have disclosed a copy of our board charter at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance


1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒
We have referred to such processes at page 58 of Vulcan’s FY25
Annual Report.


1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
We have provided confirmation that Vulcan has written agreements
with each director and each member of the Lead Team at pages 58
and 70 of FY25 Annual Report.

1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒
We have referred to the Company Secretary’s accountability at 70 of
FY25 Annual Report.



4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 3 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒
For Recommendation 1.5(a) we have disclosed a copy of Vulcan’s
Diversity Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance

☒
For Recommendation 1.5(c)(3)(A) we have disclosed the gender
proportions of Vulcan’s team at page 30 of our FY25 Annual Report.


☒
To the extent that we have not followed Recommendations 1.5(b),
1.5(c)(1) and 1.5(c)(2) we have provided explanations as to why at
page 78 of Vulcan’s 2025 Annual Report.

We note that Vulcan Steel Limited is included in the S&P / ASX 300
Index. Vulcan has four non-executive directors, of which two of the
non-executive directors (50%) are female and two (50%) are male.
Of the total Board, two out of six directors (33.33%) are female and
four (66.67%) are male.


1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
We have disclosed the evaluation process referred to in
Recommendation 1.6(a) at page 65 of Vulcan’s FY25 Annual
Report.
☒
We have disclosed whether a performance evaluation was
undertaken in accordance with the evaluation process referred to
above at page 65 of Vulcan’s FY25 Annual Report.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 4 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
We have disclosed the evaluation process referred to in
Recommendation 1.7(a) at page 70 of Vulcan’s FY25 Annual
Report.
☒
We have provided confirmation that a performance evaluation was
undertaken for the reporting period in accordance with the evaluation
process referred to above at page 70 of Vulcan’s FY25 Annual
Report.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 5 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒
We have disclosed a copy of the charter of Vulcan’s People and
Remuneration Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 2.1(a)(4) and (5) is
included at page 66 of Vulcan’s FY25 Annual Report.

Recommendation 2.1(b) is not applicable.


2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒
We have disclosed Vulcan’s Board Skills Matrix at page 63 of
Vulcan’s FY25 Annual Report.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 6 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒
We have disclosed the names of the four Vulcan directors
considered by the Board to be independent directors at page 59 of
Vulcan’s FY25 Annual Report.
☒
We have disclosed the name of the Vulcan director that has a
relationship of the type described in Box 2.3 and a note regarding
the Board’s assessment of that director’s independence at page 59
of Vulcan’s FY25 Annual Report.
☒
We have disclosed the length of service of Vulcan’s directors at 56
and 57 of Vulcan’s FY25 Annual Report.
☐
2.4 A majority of the board of a listed entity should be independent
directors.
☒
Four of Vulcan’s six directors are independent directors, as
disclosed at page 59 of Vulcan’s FY25 Annual Report.


2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☒
Vulcan’s Chair of the Board, Russell Chenu, is an independent
director and is not the same as Vulcan’s Managing Director and
Chief Executive Officer, as disclosed at page 56 of Vulcan’s FY25
Annual Report.

2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒
Vulcan has a formal director induction programme, as discussed at
page 65of Vulcan’s FY25 Annual Report.
☒
Vulcan’s directors are encouraged to continue their professional
development. The Board has a programme for periodically
reviewing directors’ professional development needs, as discussed
at page 65 of Vulcan’s FY25 Annual Report.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 7 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
We have disclosed Vulcan’s Principles and Ethos at pages 20 and
21 of Vulcan’s FY25 Annual Report.


3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒
We have disclosed Vulcan’s Code of Conduct at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The process for disclosure of actual or suspected breaches of
Vulcan’s Code of Conduct is set out in the Code and is referred to at
page 72 of Vulcan’s FY25 Annual Report.


3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒
We have disclosed Vulcan’s Whistleblower Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The process for disclosure of incidents under Vulcan’s Whistleblower
Policy is set out in that Policy and is referred to at page 73 of
Vulcan’s FY25 Annual Report.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 8 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒
We have disclosed Vulcan’s Anti-Bribery and Corruption Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The process for disclosure of actual or suspected breaches of
Vulcan’s Anti-Bribery and Corruption Policy is set out in that Policy
and is referred to at 72 of Vulcan’s FY25 Annual Report.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 9 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒
We have disclosed a copy of the charter of Vulcan’s Audit and Risk
Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 4.1(a)(4) and (5) is
included at page 66 of Vulcan’s FY25 Annual Report.

Recommendation 4.1(b) is not applicable.


4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒
The Board received a declaration from Vulcan’s Managing Director
and Chief Executive Officer (Rhys Jones) and Chief Financial Officer
(Kar Yue Yeo) on 26 August 2025 as referred to at page 67 of
Vulcan’s FY25 Annual Report.


4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒
Vulcan’s periodic corporate reporting is discussed at page 67 of
Vulcan’s FY25 Annual Report.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 10 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
We have disclosed a copy of Vulcan’s Disclosure Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
Vulcan’s Disclosure Policy is referred to at page 72 of Vulcan’s FY25
Annual Report.


5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒
Directors receive copies of all ASX/NZX announcements after they
have been made, as noted at page 73 of Vulcan’s FY25 Annual
Report.

5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒
Vulcan ensures copies of any new and substantive investor or
analyst presentations are uploaded to ASX’s and NZX’s Market
Announcements Platform, as noted at page 73 of Vulcan’s FY25
Annual Report.

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒
We disclose information about Vulcan on Vulcan’s main website at:
www.vulcan.co
☒
We disclose information about Vulcan’s governance on Vulcan’s
dedicated investor website at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance


☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 11 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒
Vulcan has an investor relations program that facilitates effective
two-way communication with investors, as discussed at page 73 of
Vulcan’s FY25 Annual Report.

6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
We have disclosed how Vulcan facilitates and encourages
participation at meetings of security holders at page 73 of Vulcan’s
FY25 Annual Report.

6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒
Vulcan will ensure that all substantive resolutions at a meeting of
shareholders are decided on a poll, as noted at page 77 of Vulcan’s
FY25 Annual Report.

6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒
As noted at page 77 of Vulcan’s FY25 Annual Report.

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒
We have disclosed a copy of the charter of Vulcan’s Audit and Risk
Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 7.1(a)(4) and (5) is
included at pages 66 of Vulcan’s FY25 Annual Report.

Recommendation 7.1(b) is not applicable.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 12 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒
We have disclosed that a review of Vulcan’s risk management
framework was undertaken during the reporting period at page 71 of
Vulcan’s FY25 Annual Report

7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
We have provided details relating to Vulcan’s internal audit function
at page 67 of Vulcan’s FY25 Annual Report

Recommendation 7.3(b) is not applicable.


7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
We have disclosed details relating to Vulcan’s key environmental
and social risks and Vulcan’s approach to managing such risks at
page 71 of Vulcan’s FY25 Annual Report.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 13 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒
We have disclosed a copy of the charter of Vulcan’s People and
Remuneration Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 8.1(a)(4) and (5) is
included at pages 66 of Vulcan’s FY25 Annual Report.

Recommendation 8.1(b) is not applicable.


8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒
We have disclosed Vulcan’s remuneration policies and practices
regarding the remuneration of Vulcan’s four non-executive directors,
and the remuneration of Vulcan’s two executive directors and
Executive KMP at page 91 and 83 of Vulcan’s FY25 Annual Report


8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒
We have disclosed Vulcan’s remuneration policy regarding the
remuneration of Vulcan’s Executive KMP at page 70 of Vulcan’s
FY25 Annual Report

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 14 of 14

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
Not applicable. All Vulcan’s directors speak English as their first
language.

9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☒
As a New Zealand registered company, Vulcan will ensure that
meetings of shareholders are held at a reasonable place and time
for Australian resident shareholders, as noted at page 77of Vulcan’s
FY25 Annual Report

9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☒
Vulcan’s auditor (Deloitte Limited) will attend Vulcan’s 2025 annual
meeting of shareholders and will be available to answer questions
relevant to the audit, as noted at page 67 of Vulcan’s FY25 Annual
Report.