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NexGen Energy Ltd. Proxy Solicitation & Information Statement 2026

May 21, 2026

31003_rns_2026-05-21_2f235415-bb0d-4662-b734-049c7a5817a6.pdf

Proxy Solicitation & Information Statement

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NexGen

Energy Ltd.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

NexGen Energy Ltd. ("NexGen") has chosen to use the notice and access model for delivery of meeting materials to its shareholders. Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the shareholders' meeting. However, instead of receiving a paper copy of the Information Circular, shareholders receive this notice explaining how to access such materials electronically.

MEETING DATE AND LOCATION

WHEN: Tuesday, June 30, 2026 at 2:00 p.m. (Vancouver time)

Shareholders will also be able to access but not participate in the formal aspect of the Meeting by webcast or teleconference using the details below:

WEBCAST URL: https://app.webinar.net/ZvNRDmB6bPk

CONFERENCE DIAL-IN:

To instantly join the conference call by phone, please use the following URL to easily register yourself and be connected into the conference call automatically or dial direct.

URL: https://emportal.ink/4tymBoT
Conference ID: 75646
Toronto: 416-945-7677 / Vancouver: 604-259-0841
North American Toll Free: 1-888-699-1199
Australia 61 2 8017 1385 / Hong Kong 85 2 5808 0636

LOCATION: The Offices of NexGen Energy Ltd.
Suite 3150, 1021 West Hasting St.
Vancouver BC

VOTING MATTERS

Election of Directors: To set the number of directors at nine members and to elect the nine (9) directors of the Company for the ensuing year. See the section entitled "Election of Directors" in the Circular.

Appointment of Auditors: Appoint PricewaterhouseCoopers LLP as independent auditor of the Company for the 2026 financial year and to authorize the directors to fix their remuneration. See the section entitled "Appointment of Auditors" in the Circular.

Approve the continuation, amendment, and restatement of the Company's Shareholder Right's Plan: Approve the continuation, amendment and restatement of the Amended and Restated Shareholder Rights Plan, as described in the Management Information Circular.

SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

The Circular can be viewed online under the Company's profile at www.sedarplus.ca or on the Company's website at www.nexgenenergy.ca.


HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders may request that a paper copy of the meeting materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR+ by:

If you request materials before the Meeting, the Information Circular will be sent to you at no charge within 3 business days of receiving your request. To receive the Information Circular before the voting deadline for the Meeting of 2:00 p.m. (Vancouver time) on June 30, 2026, your request must be received no later than Monday June 22, 2026. Please note that you will not receive another form of proxy or voting instruction form, so please keep the one you received with this notice.

If you request materials on the date of the Meeting or in the year following the filing of the Information Circular, it will be sent to you within 10 calendar days of receiving your request. Following the Meeting, the documents will remain available at the websites listed above for a period of at least one year.

NexGen has determined that only those shareholders with existing instructions on their account to receive paper material will receive a paper copy of the Information Circular with this notification.

VOTING

There are several convenient ways to vote your shares including online and via telephone. You will find attached to this notice a form of proxy or a voting instruction form containing detailed instructions on how to vote your shares. If you wish to attend and vote at the Meeting, please follow the instructions found in the enclosed form of proxy or voting instruction form. You are reminded to view the Meeting materials prior to voting.

| | Beneficial Shareholder
Shares held with a broker, bank
or other intermediary | Registered Shareholders
Shares held in own name and
represented by a physical
certificate | CDI Holders
Shares held by way of CDIs
through CHESS Depository
Nominees Pty Limited |
| --- | --- | --- | --- |
| Internet: | www.proxyvote.com | www.investorvote.com | www.investorvote.com.au |
| Phone or Fax: | Call or fax to the number(s) listed
on your voting instruction form | Phone: 1-866-732-8683
Fax: 1-866-249-7775 | Fax to the number(s) listed on
your CDI voting instruction form |
| Mail: | Return the voting instruction
form in the enclosed postage
paid envelope | Return the form of proxy in the
enclosed postage paid envelope | Return the CDI voting instruction
form to the address listed in your
CDI voting instruction form |

Please submit your vote well in advance of the proxy deposit deadline of 2:00 p.m. (Vancouver time) on Friday, June 26, 2026.

CDI Holders must submit their CDI voting instruction form by no later than 9.00am on Thursday, June 25, 2026 (Australian Western Standard Time).

BOARD RECOMMENDATION

The Board of Directors of NexGen unanimously recommends that Shareholders VOTE FOR all of the proposed resolutions.

If you have questions or require assistance with voting, please contact NexGen's proxy solicitation and information agent:

KINGSDALE ADVISORS

Telephone at 1-888-518-1563 (toll-free in North America) or
437-561-5005 (text and call enabled outside North America), or
by email at [email protected].