Vulcan Energy Resources Limited — Proxy Solicitation & Information Statement 2024

Jul 4, 2024

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5 July 2024

VULCAN ENERGY RESOURCES LTD EXTRAORDINARY GENERAL MEETING

Dear Shareholder,

On behalf of the Board of Directors, I invite you to an Extraordinary General Meeting (EGM) of Vulcan Energy Resources Ltd (the Company) to be held at 3.00pm (AWST) on 5 August 2024 at Level 2, 267 St Georges Tce Perth WA 6000. The business of the EGM affects your shareholding and your vote is important.

To reduce the Company's environmental footprint and in accordance with s110D(1) of the Corporations Act 2001 (Cth), Vulcan will not be printing and dispatching hard copies of the Notice of Meeting, unless specifically requested by a shareholder. A copy of the Notice of Meeting can be downloaded from our website at https://v-er.eu . Additionally, we encourage you to include your email address in the appropriate section of the proxy form when you return it, to enable future correspondence to occur by email.

For those of you in Perth, we will be holding an in person only EGM at the address mentioned above. Due to the procedural nature of the EGM and the fact that our AGM was only recently held, we will not be holding a virtual meeting. If you are unable to attend the EGM, you have the option to lodge a proxy vote or appoint a proxy to attend and vote on your behalf at the EGM, by filling in the personalised proxy form (enclosed) in accordance with the instructions set out on the proxy form. Your proxy voting instruction must be received by 3.00pm (AWST) on 3 August 2024 (being not less than 48 hours before the commencement of the EGM). Voting instructions received after that time will be invalid.

Should you wish to discuss the matters in the Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6331 6156.

We thank you for your continued support.

Yours faithfully,

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Dr. Francis Wedin Executive Chair

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Vulcan Energy Resources Ltd ABN 38 624 223 132 AUS: Vulcan Energy Resources Ltd. Level 2, 267 St Georges Terrace, Perth WA 6000 | Australia DE: Vulcan Energie Ressourcen GmbH, Amalienbadstraße 41 Bau 52, 76227 Karlsruhe | Germany

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VULCAN ENERGY RESOURCES LIMITED

ACN 624 223 132

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS GIVEN THAT THE MEETING WILL BE HELD AT:

TIME : 3.00pm (AWST) DATE : 5 August 2024 PLACE : Vulcan Energy Resources Ltd Level 2, 267 St Georges Tce Perth WA 6000

The business of the Meeting affects your shareholding, and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 3:00pm AWST on Saturday, 3 August 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF SHARES ISSUED UNDER PLACEMENT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 16,000,000 Shares under the Placement on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – ISSUE OF PERFORMANCE RIGHTS TO MR CRIS MORENO

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 467,500 Performance Rights to Mr Cris Moreno (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – AMENDMENT OF THE CONSTITUTION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, Shareholders approve the amendment of the Constitution in the manner set out in the Explanatory Statement to this Notice of Meeting by the adoption of the form of Constitution signed by the Chairman for the purposes of identification at the meeting in place of the current constitution, with the amendments to take effect from close of the Meeting.”

VULCAN ENERGY RESOURCES LTD 1 NOTICE OF GENERAL MEETING

4. RESOLUTION 4 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to modify its existing Constitution by renewing clause 36 for a period of 3 years from the date of approval of this Resolution.”

Dated: 5 July 2024

By order of the Board

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Daniel Tydde Company Secretary

VULCAN ENERGY RESOURCES LTD 2 NOTICE OF GENERAL MEETING

Voting Prohibition Statements

Resolution 2 – Issue of Performance Rights to Mr Cris Moreno

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, under that appointment, as a proxy on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the Chair; and (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons:

Resolution 1 – Ratification of issue of shares under Placement	A person who participated in the issue or an associate of that person or those persons.
Resolution 2 – Issue of Performance Rights to Mr Cris Moreno	Mr Moreno (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) 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 the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the

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beneficiary to the holder to vote in that way.

Voting by proxy

To vote by proxy, please:

• complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form; or

• follow the instructions set out in your email in relation to the Notice of General Meeting (or follow the instructions as to create an account with Automic set out below).

Your proxy voting instruction must be received by 3.00pm (AWST) on 3 August 2024 (being not less than 48 hours before the commencement of the Meeting). Any voting instructions received after that time will not be valid for the Meeting.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website ( https://investor.automic.com.au/#/home ), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

Further information and support on how to use the platform is available on the share registry website – www.automic.com.au .

You may still attend the Meeting and vote even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance at the Meeting will not revoke your proxy appointment unless you actually elect to attend as a voting holder at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment will be deemed to be revoked with respect to voting.

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Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Total number of Shares and voting rights

At the time of convening the General Meeting, the Company's share capital is divided into 188,188,571 Shares, each granting one vote.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6331 6156.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES UNDER PLACEMENT

Background

On 3 June 2024, the Company announced a strategic placement to CIMIC Group, Hancock Prospecting Pty Ltd and Victor Smorgon Group ( Placement ) to raise a total of €40m ($65m) via the issue of 16,000,000 Shares ( Placement Shares ). Further information is contained in the announcement of 3 June 2024.

Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

The issue of the Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 (as set out in Listing Rule 7.2) and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Placement Shares.

Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

This Resolution seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

If this Resolution is not passed, the Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

VULCAN ENERGY RESOURCES LTD. 6 NOTICE OF GENERAL MEETING

Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the Placement Shares issued under the Company’s existing capacity and the subject of this Resolution:

• a) the Placement Shares were issued under a placement to CGI3 Pty Ltd (CIMIC Group), Hancock Prospecting Pty Ltd and Victor Smorgon Group, each a strategic investor identified by the Company;

• b) 16,000,000 Shares were issued pursuant to Listing Rule 7.1;

• c) the Placement Shares are all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• d) the Placement Shares were issued on 12 June 2024;

• e) the issue price was €2.50 ($4.08) per Placement Share;

• f) it is intended that the funds raised pursuant to the issue of the Placement Shares will go towards:

• i) the early validation works for the Engineering Procurement and Construction Management (EPCM) contract for Vulcan’s Phase One lithium plant;

• ii) pre-ordering of long-lead items for the construction of Vulcan’s Phase One lithium plant; and

• iii) other activities, including engineering costs.

• g) the Placement Shares were issued under standard share subscription documents; and

• h) a voting exclusion statement for this Resolution is included in the Agenda of this Notice.

Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution. The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.

2. RESOLUTION 2 – ISSUE OF PERFORMANCE RIGHTS TO MR CRIS MORENO

2.1 Background

The Company has agreed, subject to obtaining Shareholder approval, to issue up to 467,500 Performance Rights to Mr Cris Moreno, consisting of up to 119,500 Performance Rights as annual deferred incentives (ADIs) and 348,000 Performance Rights as long term incentives (LTIs) pursuant to this Resolution ( Incentive Securities ).

It is noted that the Company’s Executive Chair, Dr Wedin has declined to receive any incentive securities, as he is of the belief that he is already sufficiently incentivised

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through his existing shareholding as founder of the ZERO CARBON LITHIUM™ business and does not want to dilute existing shareholders.

2.2 Issue of Performance Rights

The number of Incentive Securities is broken down into annual deferred incentives to the value of $466,050 and long term incentives to the value of $1,357,200, as recommended by the Company’s external remuneration consultants[1] . These Incentive Securities include the following multipliers:

• a) LTI Performance Rights:

• i) 1.5x if Project Construction[2] is as per the Controlled Schedule (P50) as at the Measurement Period; and

• ii) 1.25x if Project Construction is within six months of the Controlled Schedule (P50); and

• b) ADI Performance Rights:

• i) 1.5x if the Company has entered into binding agreements to fully finance Phase 1 of its operations by 31 December 2024.

For the avoidance of doubt, an adjusted amount of Incentive Securities can still vest should the multiplier(s) not be met, subject to satisfaction of the other terms.

Each vested Performance Right is exercisable, for nil payment, before its expiry date, into a Share. The number of Performance Rights that vest will depend on achievement against the following Vesting Conditions, as assessed by the Board:

ADI Performance Rights

Group Milestones (equal weighting, total weighting 70%)

1. Project Milestones (equal weighting, total weighting 50%)

a) the Company has produced battery quality lithium hydroxide at Vulcan’s Central Lithium Electrolysis Optimization Plant (CLEOP); b) the Company has all permits necessary for the planned execution of Phase 1 as per the Bridging Study; c) the Company has secured all land necessary for the interconnecting pipeline and power between Insheim and Schleidberg; D12 to 40 Morgen and Trappelberg; d) the Company has commenced ‘shovel in the ground’ construction of the Geothermal and Lithium Extraction Plant; e) the Company has commenced drilling its first new well as part of project execution of Phase 1; and f) the Company has entered into binding agreements to fully finance Phase 1 of its operations ( Financing Milestone ).

1 Using the 30 day VWAP of $3.90 as at 30 June 2023, the price used for all executives.

2 Project Construction means project construction and execution of the Central Lithium Plant.

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2. ESG Milestones (equal 5% weighting, total weighting 20%)

• a) Environment: meet 2024 HSE targets of long-term injury frequency rate (LTIF) of 3;

• b) Social: signing a binding agreement with a local utility to supply the local community with renewable heat in Phase One area; and

• c) Governance:

• i) no breaches with local authorities or regulatory authorities; and

• ii) no cyber security breaches during the period.

Individual Milestones (equal weighting, total weighting 30%)

1. Finance

The Company has:

• a) satisfied the Financing Milestone; and

• b) secured first binding agreement to fully fund the second phase of projects, either through government funding or through strategic equity investment.

2. Delivery :

Successfully deliver Phase 1 project execution milestones in line with Bridging Study timeline.

3. Costs and Revenue:

Deliver actual cost-saving initiatives (over €1 million) and increasing actual revenue by over 10% across the consolidated group based on audited figures[3] .

4. ESG:

• a) >80% retention across whole group; and

• b) meet 2024 HSE targets of long-term injury frequency rate (LTIF) of 3.

The Group and Individual milestones for the ADI Performance Rights will be tested by the People & Performance Committee after 31 December 2024, to determine the percentage of ADI Performance Rights that will vest. Any unvested ADI Performance Rights will lapse.

Vested ADI Performance Rights will expire on 31 December 2026.

LTI Performance Rights

Subject to their terms and conditions, the LTI Performance Rights will vest if and to the extent the following Vesting Conditions are satisfied by 31 December 2026 ( Measurement Period ):

1. Business Returns (40%) (equal weighting across KPI‘s below)

3 Not including: Comeback business, interest income, one-off or extraordinary revenue items or revenue received in the form of government grants, allowances, rebates or other hand-outs.

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• a) Project construction and execution of the Central Lithium Plant is as per the Controlled Schedule (P50);

• b) deliver CAPEX as per Phase 1 bridging phase (as aligned with BNPP financing package) and assumptions; and

• c) obtain project financing for Phase Two capital expenditure.

2. Sustainability Returns (20%) (equal weighting across KPI‘s below)

• a) achieve financing with ESG criteria and successfully execute all ESMP (Environmental, Social Management Plan) requirements; and

• b) set a publicly announced GHG emissions target (linked to a credible framework such as Science Based Targets) and meet the target within timeline and volume of reduction requirements.

3.

Market Based Measures (40% of LTI)

• a) Absolute Total Shareholder Returns (20%) b) Relative Total Shareholder Returns (20%)

Relative TSR is based on an increase in share-price and market capitalisation relative to a basket of peer companies in the lithium sector and wider resource companies predominately in the ASX 300 (previously recommended by BDO, unchanged) comparative to the beginning of the review period.

The Peer Group recommended is as follows:

The Peer Group recommended is as follows:
Company	Market Cap
	12 Dec 2023
Mining ASX 300 Companies–Battery technology related
Syrah Resources (Balama Graphite Operation in Mozambique	$0.43 bn
and a downstream Active Anode Material facility in United
States)
Chalice Mining Ltd (Julimar Nickel-Copper-PGE Project)	$0.61 bn
Lynas Rare Earth Ltd (rare earth producer)	$5.64 bn
29 Metals (Copper focused based and precious metals mining	$0.34 bn
company)
Novonix (battery materials and technology company, enabling an	$0.31 bn
electrified future of EV and grid energy storage)
Lithium Specific–In Development / Production (all ASX 300
companies)
Liontown Ltd	$3.10 bn
Sayona Ltd	$0.60 bn

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Lake Resources Ltd	$0.17 bn
Core Lithium Ltd	$0.50 bn
Pilbara Minerals	$10.53 bn

– Lithium Specific In Development (not ASX 300 companies)

Ioneer Ltd (US hard rock) $0.26 bn Piedmont Lithium (US hard rock) $0.70 bn Galan Lithium (South American Brine) $0.17 bn Leo Lithium (Africia) $0.49 bn

Absolute and relative TSR will be calculated are as follows:

Absolute

Absolute TSR (TSR performance over the Measurement Period) subject to meeting the following compound annual rate thresholds:

• Greater than 12.5%: 100%

• Between 10% and 12.5%: 75% - 99%

• Between 7.5% and 10%: 50% - 74%

• Less than 7.5%: 0%

• Interpolated vesting on a straight line where the return per annum is between 7.5% and 12.5%.

Relative

TSR performance over the Measurement Period relative to the constituent companies in the Peer Group subject to the following percentile thresholds:

• Greater than 75th: 100%

• Between 50th and 75th: 50% - 99%

• Less than 50th: 0%

Interpolated vesting on a straight line between the 50th and 75th percentile.

These milestones will be tested by the People & Performance Committee at the end of the Measurement Period to determine the percentage of LTI Performance Rights that vest. Any unvested LTI Performance Rights will lapse.

Vested LTI Performance Rights will expire on 31 December 2027.

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4. Vesting

The Board may, acting reasonably and subject to complying with the Corporations Act and Listing Rules, adjust the Vesting Conditions relating to:

• a) market, political or technical conditions beyond the control of the recipient;

• b) budgets to take into account acquisitions or divestments or other significant items during the relevant financial year where appropriate; and

• c) financial metrics to take into account any significant non-cash items (for example impairment losses), acquisitions or divestments, revenue received in the form of government grants, rebates or other payments, and one-off events/non-recurring items where appropriate.

Despite any other provision, all unvested Performance Rights will automatically vest in the event of a Change of Control.

A summary of the material terms and conditions of the Incentive Securities is set out in Schedule A.

2.3 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Incentive Securities to Mr Moreno (or his nominee) constitutes giving a financial benefit and Mr Moreno is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Moreno who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Incentive Securities because their issue, considered as part of the total remuneration package for Mr Moreno, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

2.4 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;

10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

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• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of the Incentive Securities falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

This Resolution seeks the required Shareholder approval for the issue of the Incentive Securities under and for the purposes of Listing Rule 10.11.

2.5 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue of the Incentive Securities within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Securities (because approval is being obtained under Listing Rule 10.11), the issue of the applicable Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If this Resolution is not passed, the Company will not be able to proceed with the issue of the Incentive Securities and will need to consider alternative structures to ensure that Mr Moreno is properly incentivised. Any such alternative structure may involve an additional cash consideration at a time when the company is seeking to preserve cash for use in developing its lithium projects.

2.6 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to this Resolution:

• a) the Incentive Securities will be issued to Mr Moreno (or his nominee), who falls within the category set out in Listing Rule 10.11.1 by virtue of Mr Moreno being a Director or Listing Rule 10.11.4 if a nominee of Mr Moreno;

• b) the maximum number of Performance Rights to be issued will be 467,500;

• c) a summary of the material terms and conditions of Mr Moreno’s Incentive Securities is set out in Schedule A;

• d) the Shares to be issued on satisfaction of the relevant Vesting Conditions and exercise of the Incentive Securities will be issued on the same terms as and will rank equally with the existing Shares on issue;

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• e) the Incentive Securities will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the issue will occur on the same date;

• f) the Incentive Securities will be issued for nil cash consideration and no funds will be raised from their issue or conversion;

• g) the Company has determined to grant the Incentive Securities to Mr Moreno for the following reasons:

• i) to align the interests of Mr Moreno with those of Shareholders;

• ii) the issue of the Incentive Securities is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Moreno; and

• iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Incentive Securities on the terms proposed;

• h) the current total remuneration package for Mr Moreno is a salary of $600,000 plus superannuation. If the applicable Performance Rights are issued, the total remuneration package will increase by $1,823,250[4] expensed over the vesting period being the indicative value of the applicable Performance Rights.

• i) as noted above, the Company is proposing to issue 467,500 Performance Rights to Mr Moreno; and

• ii) the Performance Rights are being issued pursuant to Mr Moreno’s employment agreement. For further details see the Annual Report for the period ending 31 December 2023; and

• i) a voting exclusion statement for this Resolution is included in the Agenda.

2.7 Board Recommendation

All of the Directors apart from Mr Moreno recommend that Shareholders vote in favour of this Resolution.

3. RESOLUTION 3 – AMENDMENT OF THE CONSTITUTION

3.1 Overview

The Directors consider it appropriate to update the Constitution of the Company to take account of regulatory and market practice changes in recent years, in particular the use of

4 Based on the share price of $3.90 used to calculate the quantum

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technology to enable a Hybrid Meeting - a meeting that is held both at a physical location and remotely via virtual technology.

A summary of the principal amendments to the Constitution are set out below. As it is a summary, it is not exhaustive. A copy of the proposed new Constitution incorporating all the amendments will be tabled at the Meeting and is available on the Company’s website at https://v-er.eu/corporate-directory-governance/

3.2 Hybrid Meeting

The Constitution currently only contemplates a general meeting being held at a physical location. If this Resolution is approved, the amended Constitution will permit a Hybrid Meeting in line with recent changes to the Corporations Act.

The amended Constitution provides flexibility and clarity around how the Company may conduct Hybrid Meetings in the future. Specifically, the amended Constitution permits the Company to hold meetings using or with the assistance of any technology approved by the Directors or in any manner permitted by law (subject to it being a Hybrid Meeting). The amendments do not permit wholly “virtual” online meetings.

Consequential provisions are also included to provide clarity around procedural matters, including to ensure that ‘online’ attendees are treated as being present at the meeting and are counted for a quorum, and to confirm that the Directors may prescribe the detailed procedures by which meetings held with technological assistance may be conducted.

3.3 Other Changes

Other proposed changes to the Constitution are more administrative in nature and are aimed at either facilitating flexibility and efficiency in the governance of the Company or reflecting a position that already exists in the Corporations Act, in particular following amendments made by the Corporations Amendment (Meetings and Documents) Act 2022, which came into effect on 1 April 2022.

For instance, the proposed amendments:

• a) clarify when voting on a resolution at a general meeting must be via a poll and when voting will be determined by a show of hands;

• b) clarify that the procedure for taking a poll will be as directed by the Chair and subject to any applicable law and listing rules;

• c) stating that Shareholders may, in accordance with the Corporations Act, appoint an independent person to observe the conduct of the poll or scrutinise the outcome of a poll and prepare a report on the conduct or outcome of the poll;

• d) clarify that a Director who attends a Board meeting waives any objection that person may have to failure to give notice; and

• e) clarify that on written board resolutions that a Director can expressly in writing abstain or disqualify themselves from considering the resolution, and that a Director

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can disqualify themselves from receiving a resolution related to expressly specified matters in advance of the receiving the resolution.

The proposed changes also include adoption of gender neutral pronouns, including for “chairman”, “him or her” or “his or her”.

3.4 Board Recommendation

All Directors of the Company recommend that Shareholders vote in favour of this Resolution for the reasons set out above.

4. RESOLUTION 4 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

Clause 36 of the Company’s Constitution contains proportional takeover provisions which prohibit the registration of transfers of securities acquired under a proportional takeover bid unless a resolution is passed by the Shareholders approving the bid ( Proportional Takeover Provisions ”).

The Corporations Act provides that these Proportional Takeover Provisions cease to apply at the end of three years from the date of their adoption (or last renewal). The Proportional Takeover provisions were inserted in the Company’s Constitution which was adopted on 19 November 2019 and have expired.

If the Proportional Takeover Provisions are renewed by Shareholders, they will be on exactly the same terms as the current Proportional Takeover Provisions in clause 36 of the Company’s Constitution and operate for three years from the date of the Meeting, unless renewed earlier. The Board believes it is appropriate that the Proportional Takeover Provisions of the Company’s Constitution be renewed.

4.1 Information required under the Corporations Act

In seeking shareholder approval for the renewal of the Proportional Takeover Provisions, the Corporations Act requires the following information to be provided to shareholders when they are considering the renewal of the Proportional Takeover Provisions.

What is a proportional takeover bid?

A proportional takeover bid is a takeover bid where the bidder offers to buy only a specified proportion of each shareholder’s shares in the target company.

Effect of provisions proposed to be renewed

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

The renewed provisions will expire after three years, unless again renewed by Shareholders by a special resolution.

Reason for the resolution

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority

VULCAN ENERGY RESOURCES LTD 16 NOTICE OF GENERAL MEETING

interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Awareness of current acquisition proposals

As at the date of this Notice, none of the Directors are aware of any proposal for any person to acquire (or increase the extent of) a substantial interest in the Company from its current level.

Advantages and disadvantages of the Proportional Takeover Provisions

There have been no proportional takeover bids for the Company while the Provisional Takeover Provisions have been in operation. Accordingly, there are no actual examples against which to assess the advantages and disadvantages of the Proportional Takeover Provisions from the Directors and Shareholders of the Company.

Potential advantages and disadvantages of the proposed resolution for both Directors and Shareholders

An advantage to the Directors of renewing the Proportional Takeover Provisions is that the Directors will be able to assess the Shareholders’ views on a proportional takeover bid should one be made. Otherwise, the Directors consider that the proposed renewal of the Proportional Takeover Provisions has no potential advantages or disadvantages for Directors given that they remain free to make a recommendation on whether a proportional takeover bid should be approved or rejected.

The potential advantages of the Proportional Takeover Provisions for Shareholders include:

• a) that the provisions give Shareholders an opportunity to consider the terms of a proportional takeover bid to determine whether it is in their best interests that it proceed and, on that basis, enables Shareholders to decide whether or not to accept the offer;

• b) the provisions may discourage the making of a proportional takeover bid which may be opportunistic;

• c) an increase in Shareholders’ bargaining power may assist in ensuring that the proportional takeover bid is adequately priced; and

• d) knowing the view of the majority Shareholders may assist each individual Shareholder assessing the likely outcome of the proportional takeover bid and whether to approve or reject that bid.

The potential disadvantages of the Proportional Takeover Provisions for Shareholders include:

VULCAN ENERGY RESOURCES LTD 17 NOTICE OF GENERAL MEETING

• a) that the provisions may make proportional takeover bids more difficult to succeed and therefore effectively discourage proportional takeover bids being made;

• b) the provisions may reduce the freedom for Shareholders to sell some or all of their shares at a premium to persons seeking control of the Company and any takeover speculation element in the Company’s share price may also be reduced;

• c) the chance of a proportional takeover bid being successful may be reduced due to the delay, cost and uncertainty in convening a general meeting; and

• d) the provisions may be considered an additional restriction on the ability of individual Shareholders to deal freely with their Shares.

Board recommendation

The Directors consider that the potential advantages for Shareholders of the renewal of the Proportional Takeover Provisions outweigh the potential disadvantages. In particular, Shareholders as a whole are able to decide whether or not a proportional takeover bid is successful. As such, the Board recommends that Shareholders vote in favour of this Resolution. The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.

VULCAN ENERGY RESOURCES LTD 18 NOTICE OF GENERAL MEETING

Glossary

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691), or the financial market operated by ASX Limited, as the context requires.

AWST means Australian Western Standard Time as observed in Perth, Western Australia.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Change of Control has the meaning given in the Plan.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Vulcan Energy Resources Ltd (ACN 624 223 132).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the

VULCAN ENERGY RESOURCES LTD 19 NOTICE OF GENERAL MEETING

Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Performance Right means a performance right in the Company.

Plan means the Company’s Incentive Awards Plan.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Special Circumstances has the meaning given in the Plan.

Vesting Conditions has the meaning given in the Plan.

VULCAN ENERGY RESOURCES LTD 20 NOTICE OF GENERAL MEETING

SCHEDULE A – SUMMARY OF THE INCENTIVE SECURITIES

• a) Entitlement: Each Performance Right gives the holder, subject to the satisfaction or waiver of the applicable Vesting Conditions as detailed in this Notice of Meeting, the right to subscribe for, and be issued, one Share (subject to any adjustment under these terms).

• b) Nil issue price: The Performance Rights will be issued for nil cash consideration.

• c) Nil Exercise Price: The amount payable upon exercise of each vested Performance Right will be nil.

• d) Expiry Date: The Performance Rights, unless already lapsed or exercised, will expire ( Expiry Date ) at 5.00pm (Perth) on 31 December 2026 for the ADI Performance Rights and 31 December 2027 for the LTI Performance Rights.

Any unvested Performance Rights that have not already lapsed, and vested Performance Rights not exercised before the applicable Expiry Date, will automatically lapse on the applicable Expiry Date.

• e) Vesting Condition(s): Subject to these terms, the Performance Rights will not vest and become exercisable until the applicable Vesting Conditions set out in this Notice of Meeting are satisfied (or waived by the Board in its discretion).

• f) Automatic vesting : Notwithstanding any other terms but subject to the Listing Rules, all Vesting Conditions will be automatically waived, and all unvested Performance Rights that have not lapsed will automatically vest, in the event of a Change of Control.

• g) Ceasing to be engaged : If a holder ceases to be an officer, employee or consultant of the Company and its related bodies corporate, all unvested Performance Rights held by the holder (or their nominees), as applicable, will lapse except to the extent the Board exercises its discretion to vest the Performance Rights, or allow them to continue unvested, in whole or in part.

• h) Notice of Exercise: A holder may exercise vested Performance Rights by lodging with the Company, before the Expiry Date, a written notice of exercise specifying the number of vested Performance Rights being exercised ( Exercise Notice ).

• i) Timing of issue of Shares on exercise: On receipt of a valid Exercise Notice, the Company will, as soon as reasonably practicable, and in compliance with applicable law and the ASX Listing Rules, issue a Share to the holder for each vested Performance Right validly exercised.

• j) Disposal of Performance Rights : Performance Rights cannot be Disposed of other than:

• (i) in Special Circumstances with the consent of the Board (which may be withheld in its discretion); or

• (ii) by force of law upon death to the holder’s legal personal representative or upon bankruptcy to the holder’s trustee in bankruptcy.

• k) No participation right : A Performance Right will not confer on the holder the right to participate in new issues of securities by the Company unless the Performance Right is exercised prior to the record date for the new issue.

VULCAN ENERGY RESOURCES LTD 21 NOTICE OF GENERAL MEETING

• l) No change in exercise price : The holder of a Performance Right will have no right to change the exercise price for the Performance Right or to change the number of underlying securities over which the Performance Right can be exercised.

• m) Reorganisation : In the event of a reorganisation of the capital of the Company, the Company may alter the rights of the holder of a Performance Right to the extent necessary to comply with the Corporations Act and the ASX Listing Rules (if applicable) applying to reorganisations at the time of the reorganisation.

• n) ASX Listing Rule requirements : The terms and conditions applicable to a Performance Right will include any such terms required by the ASX Listing Rules (in such form as the Board acting reasonably may determine).

• o) No additional rights : A Performance Right does not:

• (i) entitle the holder to vote on resolutions at a general meeting of shareholders of the Company except as otherwise required by law or where the resolution is to amend the rights attaching to the Performance Rights;

• (ii) confer any right to a return of capital, whether in a winding up, or upon a return of capital or otherwise;

• (iii) confer any right to participate in surplus profit or assets of the Company upon a winding up of the Company;

• (iv) confer an entitlement to participate in or receive any dividend; or

• (v) confer any rights other than those expressly provided under this Notice of Meeting and those provided at law where such rights at law cannot be excluded.

• p) Ranking of Shares : All Shares allotted upon the exercise of Performance Rights will upon allotment rank pari passu in all respects with other issued fully paid Shares except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.

• q) Quotation of Shares : The Company will apply for the Shares to be quoted on the ASX in accordance with the ASX Listing Rules and, to the extent reasonably possible, to be admitted to trading on the regulated market ( regulierter Markt ) of the Frankfurt Stock Exchange ( Frankfurter Wertpapierbörse ) in accordance with the Exchange Rules ( Börsenordnung ) for the Frankfurt Stock Exchange ( Frankfurter Wertpapierbörse ). The Shares may be subject to ASX Listing Rule restrictions on disposal in which case a Holding Lock will be imposed, and the Shares will not be able to be traded until the Holding Lock is lifted.

• r) Fraud and Misconduct : If the holder (or their nominee), in the opinion of the Board, act fraudulently or dishonestly, wilfully breach duties to the Company Group or commits some other act or omission that creates a reasonable basis, the Company may deem any applicable unvested, or vested but unexercised Incentive Securities to have lapsed.

VULCAN ENERGY RESOURCES LTD 22 NOTICE OF GENERAL MEETING

for Securityholder registration.

Vulcan Energy Resources Limited | ABN 38 624 223 132

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you

Your proxy voting instruction must be received by 3.00pm (AWST) on Saturday, 3 August 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE 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 these 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 Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking 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 or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Vulcan Energy Resources Limited, to be held at 3.00pm (AWST) on Monday, 5 August 2024 at Vulcan Energy Resources Ltd, Level 2, 267 St Georges Tce Perth WA 6000 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

STEP 2 - Your voting direction

PL Resolutions For Against Abstain 1 RATIFICATION OF SHARES ISSUED UNDER PLACEMENT 2 ISSUE OF PERFORMANCE RIGHTS TO MR CRIS MORENO 3 AMENDMENT OF THE CONSTITUTION 4 RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
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