Notice of 2025 Annual General Meeting/Proxy Form

Vulcan Steel Limited 29 Neales Road, East Tamaki, Auckland 2013, New Zealand P +64 9 273 7214 E investor@vulcan.co V U L C A N. C O
Vulcan Steel Limited (ASX: VSL, NZX: VSL)
ASX/NZX/Media Release
29 September 2025

2025 Annual Meeting of shareholders

Attached are the following documents in connection with Vulcan’s 2025 annual meeting of
shareholders (Annual Meeting) to be held at 1:00pm NZT (11:00am AEDT) on
Friday, 31 October 2025:
 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 and Sarah-Jane Lawson
Investor and media contacts
Email: karyue.yeo@vulcan.co
Email: sarah-jane.lawson@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 66 logistics and processing facilities employing approximately 1,350
employees across the company’s Steel and Metals divisions.

Limited Audience



Dear Shareholder,
Annual Meeting of Shareholders
We are pleased to announce Vulcan Steel Limited’s 2025 Annual Meeting of Shareholders
(Annual Meeting). The Annual Meeting will be held at 1:00pm (NZT) / 11:00am (AEDT) on
Friday, 31 October 2025.
The Annual Meeting will be held at the offices of our share registrar, MUFG Corporate Markets,
at level 30, PWC Tower, 15 Customs Street West, Auckland CBD, New Zealand.
Shareholders will also be able to participate in the Annual Meeting through the online platform at
https://meetings.openbriefing.com/Vulcan25.
The 2025 Notice of Meeting, FY25 Annual Report and Virtual Meeting Guide are available for
download here.
You can lodge your proxy vote online using the following link(s):
[LINK]
(# indicates a joint holding)

Enter the postcode (Australian address) or select your country from the drop down menu
(overseas address) and follow the prompts to lodge your proxy vote.
Please note your proxy must be lodged no later than 1:00pm (NZT) / 11:00am (AEDT) on
Wednesday, 29 October 2025.

If you have any problems accessing your proxy lodgement screen(s) please contact MUFG
Corporate Markets on +61 1300 554 474 or email support@cm.mpms.mufg.com

Vulcan Steel Limited

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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Dear shareholder,

The Board of Vulcan Steel Limited (Vulcan) is pleased to invite you to Vulcan’s 2025 annual
meeting of shareholders (Annual Meeting) at 1:00pm NZST (11:00am AEDT) on Friday,
31 October 2025.
The Annual Meeting will be held at the offices of our share registrar, MUFG Pension & Market
Services at Level 30, PwC Tower, 15 Customs Street West, Auckland CBD.
Alternatively, shareholders have the option of attending the Annual Meeting virtually at
https://meetings.openbriefing.com/Vulcan25
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 encourage shareholders to submit questions at least two days before the Annual Meeting,
so by 1:00pm NZST (11:00pm AEDT) on Wednesday, 29 October 2025. Shareholders will also have
an opportunity to ask questions and make comments at the Annual Meeting with Q&A time
being towards the end of the meeting.
We encourage you 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. Despite another year operating in a difficult economic
climate, Vulcan continues to build good foundations to support the company’s future growth.

We see the acquisition of Roofing Industries Limited, which we expect to be completed at the time
of the Annual Meeting, to be another building block in strengthening that foundation. Our Board
remains excited and committed to supporting Vulcan’s growth aspirations.
As an end note, this will likely be my last letter as Chair of Vulcan to you, our shareholders. As
previously announced, I will remain on the Board as the lead independent director to support
Rhys Jones (as Chair) and Gavin Street (as our new Managing Director and Chief Executive
Officer). I would like to take this opportunity to thank you for supporting me during my four-year
tenure as Chair, and look forward to your continuing support of both the Board and Vulcan on
our value creation journey for FY26 and beyond.
Russell Chenu
CHAIR AND ON BEHALF OF THE BOARD
VULCAN.CO

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Notice of 2025 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 2025 annual meeting of shareholders (Annual Meeting):
Date:Friday, 31 October 2025
Time:1:00pm NZST (11:00am AEDT)
Venue:Level 30, PwC Tower, 15 Customs Street West, Auckland CBD, New Zealand
Virtually:
https://meetings.openbriefing.com/Vulcan25
VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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Items of business for the Annual Meeting:
A. Introduction and address from Chair of the Board (Russell Chenu)
B. FY26 review and presentation from current Managing Director and Chief Executive Officer

(Rhys Jones) and incoming Managing Director and Chief Executive Officer (Gavin Street)
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 2026.

RESOLUTION 2 - RE-ELECTION OF ADRIAN CASEY AS A DIRECTOR
That Adrian Casey, who retires in accordance with the terms of Vulcan’s Constitution and is
eligible for re-election, be re-elected as a director of Vulcan.

RESOLUTION 3 - ELECTION OF RHYS JONES AS A DIRECTOR
That Rhys Jones, who has been Vulcan’s Managing Director and Chief Executive Officer since
2011, and is intended to be a non-executive director and Chair from 1 January 2026, be elected
as a director of Vulcan.
RESOLUTION 4 – GRANT OF PERFORMANCE SHARE RIGHTS TO GAVIN STREET AS VULCAN’S INCOMING
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 390,543
performance share rights to Vulcan’s incoming Managing Director and Chief Executive Officer
(effective 1 January 2026), Gavin Street, under Vulcan’s FY26 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 VULCAN’S
CHIEF OPERATING OFFICER
That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 126,624
performance share rights to Vulcan’s Chief Operating Officer, Adrian Casey, under Vulcan’s
FY26 long-term incentive plan and on the terms and conditions set out in the Explanatory
Notes be approved.
D. Shareholder questions and/or comments
VULCAN.CO

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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 24.
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 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 auditor of
Vulcan, for the financial year ending 30 June 2026 (FY26).
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, 30 June 2023 and 30 June 2024,
and Andrew Dick was the lead audit partner for the financial
year ended 30 June 2025.
In August 2025, Vulcan’s Audit and Risk Committee assessed
and confirmed the independence of Deloitte.
Andrew Dick
DELOITTE’S LEAD AUDIT
PARTNER FOR VULCAN
VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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RESOLUTION 2 – RE-ELECTION OF ADRIAN CASEY AS A DIRECTOR
Adrian Casey has been a director of Vulcan for over three
years, having been originally appointed by the Board in
September 2022 and then elected by shareholders

at the 2022 annual meeting in October 2022.
Adrian retires as a director of Vulcan in accordance with
clause 24.6(a) of Vulcan’s Constitution and, being eligible
under clause 24.9, offers himself for re-election.
Executive director
Adrian is an executive director of Vulcan and is therefore,
not an independent director. As such, Adrian is not a
member of either the Audit and Risk Committee or the
People and Remuneration Committee.
Biography
Adrian is Vulcan’s Chief Operating Officer and his responsibilities include procurement for the
Vulcan Group. Adrian has worked in the steel sector in Australia and New Zealand for over 40
years. Adrian held management positions in a major New Zealand steel distribution operation
before leaving to build his own downstream steel operation which he subsequently successfully
merged with Vulcan in 1998. Adrian successfully led Vulcan’s entry into the Melbourne market in
2002. Adrian has had various oversight roles across Vulcan’s business units during his 27-year
tenure with Vulcan.
Adrian does not hold any directorships with any other ASX or NZX listed entity.
Adrian holds a New Zealand Certificate in Quantity Surveying from the Christchurch Polytechnic,
and completed the Advanced Management Program from the Wharton Business School of the
University of Pennsylvania.
Board support
The Board believes that Adrian’s expertise and experience in the steel and metals industry
and his management role within Vulcan enhance the Board’s ability to oversee Vulcan’s
performance and governance.
For the reasons set out above, each director of Vulcan, with Adrian abstaining, unanimously
supports the re-election of Adrian and recommends that shareholders vote in favour of
resolution 2.

Adrian Casey
EXECUTIVE DIRECTOR
VULCAN.CO

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RESOLUTION 3 – ELECTION OF RHYS JONES AS A DIRECTOR
Rhys Jones joined Vulcan in March 2006, has been
a director of Vulcan since September 2006 and was
appointed Vulcan’s Managing Director and Chief
Executive Officer in 2011.
As set out in clause 24.8 of Vulcan’s Constitution, as
Managing Director, Rhys is not currently subject to the
three-year rule regarding directors’ tenure of office.
However, as previously announced Rhys will retire from
his role as Chief Executive Officer on 31 December 2025.
The Board wishes Rhys to remain a director of Vulcan.
Although not required by Vulcan’s Constitution, the Board
(other than Rhys) has proposed that Rhys stand for election
whilst still the MD/CEO of Vulcan. Rhys offers himself for
election as a director at the 2025 Annual Meeting.
Subject to election by shareholders, Rhys will be a
non-executive director of Vulcan from 1 January 2026
If Rhys is elected as a director at the 2025 Annual Meeting, the Board proposes for Rhys to
succeed Russell Chenu as Vulcan’s Chair of the Board, with such change to be effective from
1 January 2026.
Biography
Rhys joined Vulcan almost 19 years ago as an executive director, and since 2011 has been
Vulcan’s Managing Director and Chief Executive Officer.
Rhys has more than 30 years’ experience working in the Australasian steel, manufacturing,
building and packaging industries. Prior to Vulcan, Rhys held several management positions
within the steel industry (including as an executive of Fletcher EasySteel NZ and General
Manager/Chief Executive Officer of Pacific Steel and Wiremakers) and was formerly the Chief
Operating Officer of Carter Holt Harvey’s Pulp, Paper, Packaging and New Ventures division.
Rhys currently serves as an independent non-executive director of Ridley Corporation (ASX: RIC),
and is a member of Ridley’s Remuneration and Nominations Committee and Risk and Audit
Committee. He was a director of Metro Performance Glass (NZX: MPG; ASX: MPP) from March 2018
to July 2023.
Rhys holds a Bachelor of Science (Chemistry) from Victoria University of Wellington, and a
Bachelor of Business Studies with first class honours and a Masters in Business Studies by
thesis, both of which are from Massey University.
Board support
The Board believes that Rhys’ expertise and experience in the steel and metals industry enhance
the Board’s ability to oversee Vulcan’s performance and governance.
For the reasons set out above, each director of Vulcan, with Rhys abstaining, unanimously
supports the election of Rhys and recommends that shareholders vote in favour of resolution 3.
Rhys Jones
MANAGING DIRECTOR AND
CHIEF EXECUTIVE OFFICER
VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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RESOLUTION 4 – GRANT OF PERFORMANCE SHARE RIGHTS TO GAVIN STREET AS VULCAN’S INCOMING
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

Approval is sought to grant Gavin Street, Vulcan’s incoming Managing Director and Chief Executive
Officer (effective 1 January 2026), 390,543 performance share rights under Vulcan’s FY26 LTIP.

The LTIP is one component of Gavin Street’s total remuneration package and Rights will be
granted for no consideration. On the basis of satisfying certain vesting conditions by the end
of the performance period in June 2028, the Rights will vest and may be exercisable by Gavin
Street (as summarised on pages 16 to 17).
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.
It is proposed that the Board will, in accordance with clause 26.1 of Vulcan’s Constitution, appoint
Gavin Street as Managing Director (i.e. executive director) of Vulcan. Gavin’s appointment as
a Vulcan director will be effective from 1 January 2026. As further set out in clause 24.8 of
Vulcan’s Constitution, any Managing Director appointed under clause 26 is not subject to the
same three-year retirement and re-election rule that applies to all other directors (executive
or non-executive). As an executive director, Gavin will not receive any director fees.
As a member of Vulcan’s Executive KMP, Gavin Street 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. Gavin Street will be a director of Vulcan from 1 January 2026 and
therefore from that date ASX Listing Rule 10.14 will apply to any acquisition of securities by Gavin
under Vulcan’s employee incentive scheme. Although at the time of Vulcan’s 2025 Annual
Meeting Gavin will not yet be a director of Vulcan, as a matter of good governance Vulcan is
seeking approval from shareholders under ASX Listing Rule 10.14.
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.
Vulcan’s Board has not yet determined whether, following the vesting of the Rights granted
to Gavin Street, Vulcan would issue new shares to Gavin or acquire shares on-market to then
transfer to Gavin. As such, 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 390,543 Rights to
Gavin Street.
If Resolution 4 is not passed, the Board may proceed with the grant of Rights to Gavin Street by
including in the terms and conditions for the FY26 LTIP that such Rights may be satisfied through
shares acquired on-market, or the Board may consider making a cash equivalent payment.
VULCAN.CO

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FY26 LTIP award
It is proposed that a maximum of 390,543 Rights will be granted to Gavin Street. Subject to
meeting certain performance conditions and continued employment with Vulcan, the Rights will
vest and become exercisable. On exercise, each Right will entitle Gavin Street 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 16 and 17.
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:
• Gavin Street or any of his “associates” (as defined in ASX Listing Rule 19.12), regardless of the
capacity in which the vote is cast;
• 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; 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:
• Gavin Street will be a director of Vulcan from 1 January 2026 and therefore from that date
ASX Listing Rule 10.14 will apply to any acquisition of securities by Gavin under Vulcan’s
employee incentive scheme.
• The maximum number of Rights for which approval is sought is 390,543.
VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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• Gavin Street’s remuneration package was agreed when he commenced employment with
Vulcan as CCO in October 2024, and has not been amended since that date.
• The details of Gavin Street’s current annual remuneration package are set out below:
- FAR: AU$1,406,000.
- Australian superannuation: AU$30,000.
- Maximum long-term incentive: 159% of FAR, equivalent to AU$2,230,000 (subject to service
and performance vesting conditions being satisfied, as summarised on pages 16 and 17).
• Gavin’s current remuneration package does not include any short-term incentives.
• Gavin Street has been issued with the following Rights under Vulcan’s LTIPs:
Those Rights were issued for nil consideration. As Gavin Street was not a director at the time
those Rights were granted, shareholder approval was not required for the grant.
• Rights will not be quoted on the ASX or NZX and do not carry any voting rights or right to
dividends.
• The 390,543 Rights proposed to be granted under the FY26 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 390,543 Rights is AU$2,230,000, which
was calculated using the 20-trading day VWAP of Vulcan’s shares traded on the ASX up to
and including 30 June 2025, which was calculated as AU$5.71.
• Assuming that shareholder approval is forthcoming, Vulcan intends to grant the Rights to
Gavin Street shortly after the Annual Meeting and, in any event, no later than 30 June 2026.
If not approved, the Board may proceed with the grant of Rights by requiring in the terms that
the Rights will be satisfied by shares acquired on-market, or may consider a cash equivalent
payment (such payment to be subject to the performance vesting conditions which would
otherwise have applied being satisfied. The performance vesting conditions are described
on pages 16 and 17).
• An overview of the key terms of the proposed grant of Rights to Gavin Street is set out in the
section titled “Key features of grant of performance share rights under FY26 LTIP” on pages
14 to 18 below.
• There is no loan proposed in relation to the proposed grant of Rights to Gavin Street.
• Details of any Rights issued will be published in Vulcan’s future annual reports relating to the
period in which they were issued, along with a statement that approval for the issue was
obtained under ASX Listing Rule 10.14. Any additional person covered by ASX Listing Rule 10.14
who becomes entitled to participate in an issue of securities under the scheme after the
resolution is approved and who were not named in this Notice of Meeting will not participate
until approval is obtained under that rule.
% of FAR
Face value of
Rights (AU$)
Rights
granted
Performance
Period
Vesting
Date
FY25159%$2,230,000326,0231 July 2024 to
30 June 2027
1 July 2027
VULCAN.CO

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RESOLUTION 5 - GRANT OF PERFORMANCE SHARE RIGHTS TO ADRIAN CASEY AS VULCAN’S
CHIEF OPERATING OFFICER
Approval is sought to grant Adrian Casey, Vulcan’s Chief Operating Officer, 126,624 performance
share rights under Vulcan’s FY26 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 satisfying vesting conditions by the end of the
performance period in June 2028 (as summarised on pages 16 to 18), 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.
Vulcan’s Board has not yet determined whether, following the vesting of the Rights granted to
Adrian Casey, Vulcan would issue new shares to Adrian or acquire shares on-market to then
transfer to Adrian. As such, 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 126,624 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 FY26 LTIP that such Rights may be satisfied through
shares acquired on-market, or the Board may consider making a cash equivalent payment.
FY26 LTIP award
It is proposed that a maximum of 126,624 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 16 and 17.
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 2025, which was NZ$6.16.
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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 grant of performance share rights under
the FY26 LTIP” on pages 14 to 18.
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;
• 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; and
• Gavin Street (as a soon to be appointed 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.
VULCAN.CO

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% of FAR
Face value of
Rights (NZ$)
Rights

granted
Performance

Period
Vesting

Date
FY24100%$780,00091,2171 July 2023 to
30 June 2026
1 July 2026
FY25100%$780,000105,2631 July 2024 to
30 June 2027
1 July 2027
Those Rights were issued for nil consideration.
• As noted in Vulcan’s FY25 Annual Report (at pages 86 to 87), of the 55,309 Rights granted
to Adrian Casey in FY23, 16,814 Rights have vested and 16,814 ordinary shares in Vulcan were
issued to Adrian in September 2025. The remaining 38,495 FY23 Rights did not vest and have
automatically lapsed.
• Rights will not be quoted on the ASX or NZX and do not carry any voting rights or right to
dividends.
• The 126,624 Rights proposed to be granted under the FY26 LTIP would be issued for nil
consideration. The value attributable to the 126,624 Rights is NZ$780,000, which was calculated
using the 20-trading day VWAP of Vulcan’s shares traded on the ASX up to and including
30 June 2025 and then converted into New Zealand dollars (based on the average New
Zealand dollar to Australian dollar exchange rate over the same period), which was
calculated as NZ$6.16.
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 126,624.
• The details of Adrian Casey’s current annual remuneration package are 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 16 and 17)
• Adrian’s current remuneration package does not include any short-term incentives.
• Adrian Casey has been issued with the following currently held Rights under Vulcan’s LTIPs:
VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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• Assuming that shareholder approval is forthcoming, Vulcan intends to grant the Rights to
Adrian Casey shortly after the Annual Meeting and, in any event, no later than 30 June 2026.
If not approved, the Board may proceed with the grant of Rights by requiring in the 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 16 and 17).
• 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 grant of performance share rights under the FY26 LTIP” on pages
14 to 18 below.
• 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 future annual reports 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 becomes 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.
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RESOLUTIONS 4 AND 5 – KEY FEATURES OF GRANT OF PERFORMANCE SHARE RIGHTS UNDER FY26 LTIP
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 the 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 total shareholder return (TSR) performance compared to the
median of the benchmark group of companies (S&P/ASX 300 (excluding mining, energy and
financial companies)) for the period from listing on 4 November 2021 to 30 June 2025.
Benchmark Group median TSRVulcan Steel TSR
TOTAL SHAREHOLDER RETURN (Indexed to 100)
Nov-21
200
150
100
50
0
May-22Nov-22May-25May-24May-23Nov-23
VULCAN’S TSR COMPARED TO BENCHMARK GROUP MEDIAN
VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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Remuneration framework
Remuneration levels are benchmarked against peer Australian and New Zealand companies
that are listed on ASX and/or NZX and 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.
Gavin Street’s and Adrian Casey’s 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 Gavin Street’s and Adrian Casey’s remuneration mix of FAR and LTIP
(based on the maximum opportunity based on the face value of the LTIP grant).
CCO and
incoming MD/CEO
COO
39% FAR
50% FAR
61% LTIP
50% LTIP
REMUNERATION MIX OF FAR AND LTIP AT MAXIMUM OPPORTUNITY
VULCAN.CO

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FeatureApproach
PurposeTo align the interests of eligible employees with the goals of Vulcan and the
creation of shareholder value.
ParticipantsGavin Street (as CCO and incoming MD/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 over a three-year performance period. The Board has the
discretion to settle vested Rights with a cash equivalent payment on exercise..
Grant date1 July 2025, being the start of FY26.
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
Gavin StreetCCO / MD/CEO

* 159%NZ$2,380,000
Adrian CaseyCOO100%NZ$780,000
Vesting conditionsTThe 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” performance condition (Relative TSR Vesting Condition);
and
• 50% of the Rights issued to a Participant are subject to a “Return On Capital
Employed” performance condition (ROCE Vesting Condition).
Relative TSR Vesting Condition
In order for the Rights subject to the Relative TSR Vesting 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 2025).
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 Gavin Street and Adrian Casey
is set out below:
* From 1 January 2026.
VULCAN
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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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 Vesting Condition
In order for the Rights subject to the ROCE Vesting Condition 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’S 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 FY26 Rights is 1 July 2025 to 30 June 2028.
ExerciseVested Rights may be exercised by the Participant to receive the equivalent
shares.
Each vested Right entitles the Participant to one ordinary share in Vulcan.
No amount is payable by the Participant to exercise the Rights (other than
personal tax obligations).
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FeatureDescription
Expiry of RightsRights which do not achieve the service and performance vesting conditions
will lapse.
All Rights which have vested will lapse three years after the relevant vesting
date, unless exercised.
Restriction on dealingRights may not be sold, transferred, mortgaged, pledged, charged, granted
as security or otherwise disposed of, without the prior approval of the Board,
or unless required by law. The Participants are restricted from entering into any
hedging arrangements with respect to the Rights..
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 the future.
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Procedural Notes
Attendance
Vulcan’s 2025 Annual Meeting will be a hybrid meeting, enabling shareholders to attend in person
or virtually via an online portal.
IN PERSON
For shareholders attending in person, the Annual Meeting will be held at MUFG Corporate
Markets offices (which is now a division of MUFG Pension & Market Services) at level 30,
PwC Tower, 15 Customs Street, Auckland, New Zealand.
The PwC Tower is situated in Commercial Bay in Auckland’s CBD, and so is well serviced by
rail and bus services. The Britomart train station is a short walk from the PwC Tower. Auckland
Transport’s Downtown car park is the closest public carpark, with the air bridge over Customs
Street providing access from the car park into the Commercial Bay shopping precinct, which
then links to PwC Tower.
VIRTUALLY
Shareholders can also virtually attend via an online platform provided by Vulcan’s share
registrar, MUFG Corporate Markets, at https://meetings.openbriefing.com/Vulcan25 .
Shareholders attending the Annual Meeting virtually will be able to hear the Chair’, current
MD/CEO’s and incoming MD/CEO’s reports, any discussions, submit questions and vote on the
resolutions.
Vulcan and MUFG Corporate Markets 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 1:00pm NZST (11:00am 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 Annual
Meeting even if they plan to attend the Annual Meeting online. See the “Voting by Proxy” section
below for further information.
There is a “Virtual Meeting Online Guide” on Vulcan’s Investor Website which has further
information regarding virtual attendance at the Annual Meeting, including how to vote and
ask questions.
If you require any help using the online portal prior to or during the Annual Meeting, please call
MUFG Corporate Markets:
• in New Zealand - 0800 200 220
• in Australia - 1800 990 363
VULCAN.CO

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Entitlement to vote
Only persons who are registered as shareholders on Vulcan’s share register as at 9:00pm NZST
(7:00pm AEDT) on Wednesday, 29 October 2025 (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 Annual Meeting and
will be announced on ASX and NZX.
MUFG Corporate Markets has been authorised by the Board to count all votes.
VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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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 Board Chair, 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 MUFG Corporate Markets by email, mail or physical delivery (as specified on the Proxy
Form); or
• online by lodging their proxy appointment at https://vote.cm.mpms.mufg.com/VSL
A Proxy Form must be received by MUFG Corporate Markets, or submitted online by, 1:00pm NZST
(11:00am AEDT) on Wednesday, 29 October 2025 (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 MUFG Corporate Markets 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 shareholder’s 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 Board 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.CO

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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 Board Chair is appointed as proxy by default) intend to vote all discretionary
proxies, for which they have authority to vote, in favour of the resolutions.
Shareholder questions
Vulcan encourages shareholders to participate in the Annual Meeting, including asking questions
and/or making comments.

Shareholders can ask questions:
• by submitting questions to the Board prior to the Annual Meeting; or
• at question time at the end of the Annual Meeting.
The Board will endeavour to address as many of the more frequently raised relevant questions
as possible during the course of the Annual Meeting. However, there may not be sufficient time
available at the Annual Meeting to address all of the questions raised. Please note that individual
responses will not be sent to shareholders. The auditor is not obliged to provide written answers.
SUBMITTING QUESTIONS PRIOR TO THE ANNUAL MEETING
Questions to be provided in advance of the Annual Meeting should be:
• emailed to Vulcan’s Company Secretary, Sarah-Jane Lawson at sarah-jane.lawson@vulcan.co
• submitted online by logging into https://vote.cm.mpms.mufg.com/VSL
by 1:00pm NZST (11:00am AEDT) on Wednesday, 29 October 2025.
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 Chair and the MD/CEOs 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/
VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

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Annual Report
Vulcan’s FY25 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 FY25 Annual Report and all
future Annual Reports free of charge, at any time, by emailing Vulcan’s share registrar, MUFG
Corporate Markets, at support@cm.mpms.mufg.com
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 MUFG
Corporate Markets:
• for NZX registered shareholders, online at https://nz.investorcentre.mpms.mufg.com

or by calling from New Zealand - 09 375 5998.
• for ASX registered shareholders, online at https://au.investorcentre.mpms.mufg.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 MUFG Corporate
Markets or submitted online by
1:00pm NZST (11:00am AEDT) on Wednesday,
29 October 2025
Written questions to be submitted by1:00pm NZST (11:00am AEDT) on Wednesday,
29 October 2025
Registered as a Vulcan shareholder by9:00pm NZST (7:00pm AEDT) on Wednesday,
29 October 2025
Annual meeting1:00pm NZST (11:00am AEDT) on Friday,
31 October 2025
VULCAN.CO

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Glossary
Annual Meetingannual meeting of shareholders to be held on Friday, 31 October 2025
ARCVulcan’s Audit and Risk Committee
ASXAustralian Securities Exchange
BoardVulcan’s Board of directors
Board ChairChair of Vulcan’s Board, which at the date of this NOM is Russell Chenu.
As previously announced, From 1 January 2026 it is proposed that Rhys Jones will
be Board Chair
Companies ActCompanies Act 1993 (New Zealand)
ConstitutionConstitution as adopted by Vulcan on listing on 4 November 2021
CCOVulcan’s Chief Commercial Officer
CFOVulcan’s Chief Financial Officer
COOVulcan’s Chief Operating Officer
DeloitteDeloitte Limited (New Zealand)
Executive KMPMD/CEO, COO, CFO and CCO, which at the date this NOM are Rhys Jones, Adrian
Casey, Kar Yue Yeo and Gavin Street respectively.
From 1 January 2026 with the previously announced change in management, the
Executive KMP will be the MD/CEO (Gavin Street), COO (Adrian Casey) and CFO
(Kar Yue Yeo).
FARfixed annual remuneration
FY23financial year starting 1 July 2022 and ended on 30 June 2023
FY24financial year starting 1 July 2023 and ended on 30 June 2024
FY25 Annual ReportVulcan’s annual report for FY25 dated 26 August 2025
FY25financial year starting 1 July 2024 and ending on 30 June 2025
FY26financial year starting 1 July 2025 and ending on 30 June 2026
Investor Websitehttps://investors.vulcan.co/investor-centre/
LTIPlong-term incentive plan
MD/CEOVulcan’s Managing Director and Chief Executive Officer
NOMthis notice of Annual Meeting
NZXNZX Limited, New Zealand’s stock exchange
PRCVulcan’s People and Remuneration Committee
Rightsperformance share rights
ROCEreturn on capital employed
TSRtotal 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), Ullrich Aluminium Co Limited (NZ company number 47279) and
Ullrich Aluminium Pty Limited (ACN 001 697 445).
VWAPvolume weighted average price
VULCAN NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

25
VULCAN.CO

VULCAN.CO

VSL PRX2501N
*VSL PRX2501N*
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 General Meeting of shareholders of the Company to be held at 1:00pm (NZT) / 11:00am (AEDT) on Friday, 31 October 2025 (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 Level 30, PwC Tower, 15 Customs Street West,
Auckland CBD, New Zealand or logging in online at https://meetings.openbriefing.com/Vulcan25 (refer to details in the Virtual Annual General
Meeting Online Guide).
Important for Resolutions 4 and 5: If the Chair of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting
intention below, you expressly authorise the Chair of the Meeting to exercise the proxy in respect of Resolutions 4 and 5, even though the Resolutions are
connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel (KMP).
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business.
STEP 3
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the
power of attorney must have been previously noted by the 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/Authorised Person (Delete one)
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
LODGE YOUR VOTE

ONLINE
https://vote.cm.mpms.mufg.com/VSL

BY MAIL
Vulcan Steel Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia

BY HAND
MUFG Corporate Markets (AU) 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 that particular Resolution, 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 Re-election of Adrian Casey as a
Director
3 Election of Rhys Jones as a Director
Resolutions
VOTING DIRECTIONS
ForForAgainstAgainstAbstain*Abstain*
5 Grant of Performance Share Rights to
Adrian Casey as Vulcan’s Chief
Operating Officer
4 Grant of Performance Share Rights to
Gavin Street as Vulcan’s incoming
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,
including where the Resolutions are connected directly or indirectly with
the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the
boxes opposite each item of business. All your shares will be voted in
accordance with such a direction unless you indicate only a portion of
voting rights are to be voted on any item by inserting the percentage or
number of shares you wish to vote in the appropriate box or boxes. If you
do not mark any of the boxes on the items of business, your proxy may
vote as he/she/they chooses. If you mark more than one box on an item
your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the
Meeting and vote on a poll. If you wish to appoint a second proxy, an
additional Proxy Form may be obtained by telephoning the Company’s
share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the
percentage of your voting rights or number of shares applicable to that
form. If the appointments do not specify the percentage or number of
votes that each proxy may exercise, each proxy may exercise half your
votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
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 MUFG Corporate Markets (AU) Limited, 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 support@cm.mpms.mufg.com prior to admission
in accordance with the Notice of Annual General Meeting. A form of the
certificate may be obtained from the Company’s share registry or online
at www.mpms.mufg.com/en/mufg-corporate-markets.
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 11:00am (AEDT) on
Wednesday, 29 October 2025, 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.cm.mpms.mufg.com/VSL
Login to the Investor Centre using the holding details as shown
on the Voting/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
vote by scanning the QR code adjacent or
enter the voting link
https://vote.cm.mpms.mufg.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/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235
Australia

BY HAND
delivering it to MUFG Corporate Markets (AU) Limited*
Parramatta Square
Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150
* During business hours (Monday to Friday, 9:00am–5:00pm)

Before you begin
Ensure your browser is compatible.
Check your current browser by going to
the website: whatismybrowser.com
Supported browsers are:
•Chrome – Version 44 & 45 and after
•
Edge – 92.0 and up
To attend and vote you must have your
shareholder number and postcode.
Appointed Proxy: Your proxy number will
be provided by MUFG before the meeting.
Please make sure you have this
information before proceeding.
Online Meeting
Guide
Corporate Markets

2 • Online Meeting Guide
Online Meeting Guide
S
tep 1
Open your web browser and go to
https://meetings.openbriefing.com/Vulcan25
Step 2
Log in to the portal using your full name,
mobile number and email address, and
participant type
Please read and accept the terms and conditions
before clicking on the ‘Register and Watch Meeting’
button.
•
On the left – a live webcast of the Meeting starts
automatically once the meeting has commenced.
If the webcast does not start automatically please
pr
ess the play button and ensure the audio on your
computer or device is turned on.
•
On the right – the presentation slides that will be
addr
essed during the Meeting
•
At the bottom – buttons for ‘Get a Voting Card’,
‘Ask a Question’ and a list of company documents
to download
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 shareholder you
will need to register and provide validation by entering
your shareholder number and postcode.
If you are an appointed Proxy, please enter the
Proxy Number issued by MUFG 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
shareholders 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.
Shareholders and proxies can submit either a Full Vote
or Partial Vote.

Online Meeting Guide • 3
Full Votes
To submit a full vote on a resolution ensure you are in
the ‘Full Vote’ tab. Place your vote by clicking on the
‘For’, ‘Against’, or ‘Abstain’ voting buttons.
Partial Votes
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.
You can edit your voting card at any point while voting
is open by clicking on ‘Edit Card’. This will reopen the
voting card with any previous votes made.

2. How to ask a question
Note: Only verified Shareholders, 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 shareholder
number and postcode 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.
The ‘Ask a Question’ box will pop up and you have
the option to type in a written question of ask an audio
question over the phone line.
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.
Note, the company will do their best to address
all questions.
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.
Once voting has been closed all submitted voting cards
cannot be changed.
Online Meeting Guide continued
Contact us
Australia
T +61 1800 990 363
MUFG0004.A SVQ 01/25 ISS11