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Vulcan Energy Resources Limited Proxy Solicitation & Information Statement 2025

Dec 9, 2025

9896_rns_2025-12-09_4fbbd379-96b6-4c6d-b059-b289ed02ed25.pdf

Proxy Solicitation & Information Statement

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10 December 2025

VULCAN ENERGY RESOURCES LIMITED 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 Limited ( Company ) to be held at 3.00pm (AWST) on 12 January 2026 at Level 11, 1 Spring Street, 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), the Company 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, 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 10 January 2026 (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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Cris Moreno Managing Director and CEO Vulcan Energy Resources Ltd

Vulcan Energy Resources Limited ABN 38 624 223 132 AUS: Vulcan Energy Resources Ltd. Level 11, 1 Spring Street, Perth WA 6000 | Australia DE: Vulcan Energie Ressourcen GmbH, Amalienbadstraße 41, Bau 54, 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 : Monday, 12 January 2026 PLACE : Vulcan Energy Resources Limited Level 11, 1 Spring Street 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, 10 January 2026.

BUSINESS OF THE MEETING

AGENDA

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF INSTITUTIONAL PLACEMENT SHARES

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 61,327,226 Shares pursuant to the Institutional Placement on the terms and conditions set out in the Explanatory Statement.”

RESOLUTION 2 – APPROVAL TO ISSUE CONDITIONAL PLACEMENT SHARES

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 7.1 and for all other purposes, Shareholders approve the issue of up to 38,592,026 Shares to HOCHTIEF (or its nominee) pursuant to the Conditional Placement on the terms and conditions set out in the Explanatory Memorandum.”

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

Dated: 10 December 2025

By order of the Board

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Cris Moreno

Managing Director and Chief Executive Officer

VULCAN ENERGY RESOURCES LIMITED 1 NOTICE OF GENERAL MEETING

Voting Exclusion Statements

In accordance with Listing Rules 7.3, 7.5 and 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 prior issue of
Institutional Placement
Shares
A person who participated in the issue of the Institutional Placement
Shares or an associate of that person or those persons.
Resolution 2 – Approval to
issue Conditional
Placement Shares
HOCHTIEF and any person who is expected to participate in, or who will
obtain a material benefit as a result of, the proposed issue of the
Conditional Placement Shares (except a benefit solely by reason of
being a Shareholder) or any of their associates.

However, this does not apply to a vote cast in favour of the relevant 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 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 Saturday, 10 January 2026 (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:

VULCAN ENERGY RESOURCES LIMITED 2 NOTICE OF GENERAL MEETING

  • 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.

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 234,429,181 Shares, each granting one vote, not including the Shares that are the subject of the Resolutions.

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.

VULCAN ENERGY RESOURCES LIMITED 3 NOTICE OF GENERAL MEETING

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. BACKGROUND TO THE EQUITY RAISING

1.1 Background

On 3 December 2025, the Company announced to the ASX that, as part of a broader financing package ( Phase One Financing Package ) which will be used to fund the construction and development of Phase One of the Lionheart Project in the Upper Rhine Valley, Germany ( Phase One Lionheart ), the Company was undertaking an equity raising ( Equity Raising ) consisting of:

  • (a) a fully underwritten placement of 61,327,226 new Shares to certain eligible institutional investors at an issue price of €2.24 / A$4.00 ( Offer Price ) per Share ( Institutional Placement Shares ), to raise approximately €137m (A$245m) ( Institutional Placement ); and

  • (b) a pro rata accelerated non-renounceable entitlement offer of 1 Share for every 1.128 existing Shares, at the Offer Price ( Entitlement Offer ), comprising:

  • (i) a fully underwritten non-renounceable institutional entitlement offer to qualifying institutional Shareholders for them to apply for their pro-rata entitlement, to raise approximately €261m (A$465m) ( Institutional Entitlement Offer ); and

  • (ii) a partially underwritten non-renounceable retail entitlement offer to qualifying retail shareholders for them to apply for their pro-rata entitlement, to raise up to approximately €205m (A$366m) ( Retail Entitlement Offer ).

The Institutional Placement and Institutional Entitlement Offer is fully underwritten by Canaccord Genuity (Australia) Limited and Morgan Stanley Australia Securities Limited (together, the Underwriters ). The Retail Entitlement Offer is partially underwritten by the Underwriters up to a maximum amount of approximately €130m (A$232m) ( Retail Underwritten Amount ). HOCHTIEF has in turn committed to fully sub-underwrite the Retail Underwritten Amount.

On 3 December 2025, HOCHTIEF also entered into a subscription agreement with the Company ( Subscription Agreement ) pursuant to which, in the event the shortfall available under the Retail Entitlement Offer is not sufficient to increase HOCHTIEF’s ownership in the Company to at least 10% following completion of the Retail Entitlement Offer, HOCHTIEF will participate in a conditional top-up placement (subject to Company shareholder approval for purposes of ASX Listing Rule 7.1) to increase its ownership in the Company to 10% ( Conditional Placement ). The new Shares to be issued under the Conditional Placement (if required) are referred to as the Conditional Placement Shares .

Under the Subscription Agreement, HOCHTIEF will also have the right, from the date on which the last Share is issued to HOCHTIEF under the Retail Entitlement Offer or the Conditional Placement (as applicable) and continuing for so long as HOCHTIEF holds a relevant interest in not less than 10% of the Shares on issue in the Company, to nominate a director to the Company Board. The Subscription Agreement is otherwise on customary terms and conditions.

VULCAN ENERGY RESOURCES LIMITED 4 NOTICE OF GENERAL MEETING

Resolution 1 seeks the approval of Shareholders to ratify the issue of the Institutional Placement Shares under and for the purposes of Listing Rule 7.4.

Resolution 2 seeks the approval of Shareholders to issue the Conditional Placement Shares under and for the purposes of Listing Rule 7.1. If there is a sufficient number of shortfall Shares under the Retail Entitlement Offer to permit HOCHTIEF to increase its ownership in the Company to at least 10% following completion of the Retail Entitlement Offer, Resolution 2 will be withdrawn and no Conditional Placement Shares will be issued.

1.2 Use of funds

Proceeds from the Phase One Financing Package (which includes the Equity Raising) will be used as follows:

  • (a) Phase One Lionheart capital expenditure:

  • (i) construction of the integrated Geothermal and Lithium Extraction Plant;

  • (ii) construction of the Central Lithium Plant;

  • (iii) construction of the interconnected power and piping system;

  • (iv) further production well drilling activities; and

  • (v) construction of the Organic Rankine Cycle plant, development of well sites and a 110kv substation;

  • (b) standby funding required in the event of Phase One Lionheart construction cost overruns;

  • (c) owners’ costs in relation to engineering, production and other services as part of the Phase One Lionheart construction phase;

  • (d) financing costs comprising interest, upfront fees, and commitment fees associated with the Company’s debt during the Phase One Lionheart construction period;

  • (e) funding of a debit service reserve account to service debt repayments covering an initial 6-month period where available cash flow is inadequate; and

  • (f) early ramp up costs relating to operational and capability readiness prior to steady state production.

Please refer to the Company’s ASX Announcement titled ‘Financing and FID presentation’ dated 3 December 2025 ( Investor Presentation ) for further information.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE INSTITUTIONAL PLACEMENT

2.1

Background

Details of the Institutional Placement are set out in Section 1.1 above. All of the Institutional Placement Shares will be issued pursuant to the Company’s 15% placement capacity under Listing Rule 7.1.

VULCAN ENERGY RESOURCES LIMITED 5 NOTICE OF GENERAL MEETING

Resolution 1 seeks the approval of Shareholders to ratify the issue (or the agreement to issue, as applicable) of the Institutional Placement Shares under and for the purposes of Listing Rule 7.4.

2.2 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.

On 2 December 2025, ASX granted the Company a waiver from Listing Rule 7.1 under a standard ‘supersize waiver’ per ASX Guidance Note 17 ( Supersize Waiver ). The Supersize Waiver permits the Company to calculate the number of Shares which it may issue without shareholder approval pursuant to the Institutional Placement in the basis that variable “A” of the formula in Listing Rule 7.1 is deemed to include the number of ordinary securities in the Company that may be issued under the underwritten component of the Entitlement Offer. Please refer to the Company’s ASX Announcement titled ‘EUR2.2bn (A$3.9bn) financing package secured for Phase One’ dated 3 December 2025 for further information about the Supersize Waiver.

The issue of the Institutional 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 reduces 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 Institutional Placement Shares.

2.3 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 Institutional Placement Shares.

This Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Institutional Placement Shares.

2.4 Technical information required by Listing Rule 14.1A

If this Resolution 1 is passed, the Institutional 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 Institutional Placement Shares.

If this Resolution 1 is not passed, the Institutional 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 Institutional Placement Shares.

VULCAN ENERGY RESOURCES LIMITED 6 NOTICE OF GENERAL MEETING

2.5 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 Institutional Placement Shares the subject of this Resolution 1:

  • (a) the Institutional Placement Shares will be issued to:

  • (i) sophisticated and professional investors who were identified or selected by the Company in conjunction with the Underwriters in connection with the bookbuild process for the Institutional Placement and/or investors who have agreed with the Company to subscribe for Institutional Placement Shares; and/or

  • (ii) the Underwriters to the extent they are issued Shares in connection with their underwriting obligations under the underwriting agreement;

  • (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the placees are or will be:

  • (i) related parties of the Company, members of the Company’s key management personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

  • (ii) issued more than 1% of the issued capital of the Company;

  • (c) a total of 61,327,226 Shares will be issued under the Institutional Placement;

  • (d) the Institutional Placement Shares that will be issued are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

  • (e) it is intended that the Institutional Placement Shares will be issued on or about 11 December 2025 (and in any event, no more than 3 months after the date of the Meeting);

  • (f) the issue price is €2.24 / A$4.00 per Institutional Placement Share;

  • (g) it is intended that the funds raised pursuant to the issue of the Institutional Placement Shares will be used as set out in Section 1.2 above;

  • (h) the Institutional Placement Shares will be issued under standard confirmation letters and/or share subscription documents; and

  • (i) a voting exclusion statement for this Resolution 1 is included in the Agenda of this Notice.

2.6 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution 1. The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution 1.

VULCAN ENERGY RESOURCES LIMITED 7 NOTICE OF GENERAL MEETING

3. RESOLUTION 2 – APPROVAL TO ISSUE OF SHARES UNDER THE CONDITIONAL PLACEMENT

3.1 Background

As noted in Section 1.1, in the event the shortfall available under the Retail Entitlement Offer is not sufficient to increase HOCHTIEF’s ownership in the Company to at least 10% following completion of the Retail Entitlement Offer, HOCHTIEF will participate in a conditional top-up placement (subject to Company shareholder approval for purposes of ASX Listing Rule 7.1) to increase its ownership in the Company to 10% (ie the Conditional Placement). Accordingly, depending on the results of the Retail Entitlement Offer, the Company will place up to a maximum of 38,592,026 Shares at the Offer Price to HOCHTIEF (being the Conditional Placement Shares).

As noted, if there is a sufficient number of shortfall Shares under the Retail Entitlement Offer to permit HOCHTIEF to increase its ownership in the Company to at least 10% following completion of the Retail Entitlement Offer, Resolution 2 will be withdrawn and no Conditional Placement Shares will be issued.

3.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 2.2 above.

The proposed issued of the Conditional Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit under Listing Rule 7.1. It therefore requires Shareholder approval under Listing Rule 7.1.

To this end, Resolution 2 seeks the required Shareholder approval to the issue of the Conditional Placement Shares to HOCHTIEF under and for the purposes of Listing Rule 7.1.

3.3 Technical information required by Listing Rule 14.1A

If this Resolution 2 is passed, the issue of the Conditional Placement Shares (when the number is determined) can proceed without using up any of the Company’s 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 2 is not passed, the issue of the Conditional Placement Shares will not proceed and the Company will not be able to raise the proceeds pursuant to the issue of the Conditional Placement Shares.

3.4 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the Conditional Placement Shares the subject of this Resolution 2:

  • (a) the Conditional Placement Shares will be issued to HOCHTIEF, being a sophisticated and professional investor to whom a prospectus does not need to be provided under the Corporations Act. HOCHTIEF is not a related party to the Company. As at the date of this Notice of Meeting, HOCHTIEF is a substantial Shareholder of the Company, holding a 6.7% interest in the Company. For further details about HOCHTIEF, please refer to the Investor Presentation;

  • (b) up to 38,592,026 Conditional Placement Shares may be issued, depending on the level of uptake of entitlements under the Retail Entitlement Offer;

VULCAN ENERGY RESOURCES LIMITED 8 NOTICE OF GENERAL MEETING

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

  • (d) it is intended that the Conditional Placement Shares will issued within 5 business days of the date of the Meeting (and in any event no later than three months after the date of the Meeting);

  • (e) the Conditional Placement Shares will be issued at €2.24 / A$4.00 per Share;

  • (f) it is intended that the funds raised pursuant to the issue of the Conditional Placement Shares will be used as set out in Section 1.2 above;

  • (g) HOCHTIEF’s obligations to subscribe for the Conditional Placement Shares is subject to the Subscription Agreement (as summary of which is set out in Section 1.1); and

  • (h) a voting exclusion statement for this Resolution 2 is included in the Agenda of this Notice.

3.5 Board recommendation

The Board recommends that Shareholders vote in favour of this Resolution 2. The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution 2.

VULCAN ENERGY RESOURCES LIMITED 9 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.

Chair means the chair of the Meeting.

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

Conditional Placement has the meaning set out in Section 1.1 of the Explanatory Statement.

Conditional Placement Shares has the meaning set out in Section 1.1 of the Explanatory Statement.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Entitlement Offer has the meaning set out in Section 1.1 of the Explanatory Statement.

Equity Raising has the meaning set out in Section 1.1 of the Explanatory Statement.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

HOCHTIEF means HOCHTIEF Lithium Holding GmbH.

Institutional Entitlement Offer has the meaning set out in Section 1.1 of the Explanatory Statement.

Investor Presentation has the meaning set out in Section 1.2 of the Explanatory Statement.

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.

Offer Price has the meaning set out in Section 1.1 of the Explanatory Statement.

Phase One Lionheart has the meaning set out in Section 1.1 of the Explanatory Statement.

Phase One Financing Package has the meaning set out in Section 1.1 of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Resolution means the resolution set out in the Notice.

Retail Entitlement Offer has the meaning set out in Section 1.1 of the Explanatory Statement.

Retail Underwritten Amount has the meaning set out in Section 1.1 of the Explanatory Statement.

Section means a section of the Explanatory Statement.

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

VULCAN ENERGY RESOURCES LIMITED 10 NOTICE OF GENERAL MEETING

Shareholder means a registered holder of a Share.

Subscription Agreement has the meaning set out in Section 1.1 of the Explanatory Statement. Supersize Waiver has the meaning set out in Section 2.2 of the Explanatory Statement. Institutional Placement has the meaning set out in Section 1.1 of the Explanatory Statement. Institutional Placement Shares has the meaning set out in Section 1.1 of the Explanatory Statement. Retail Underwritten Amount has the meaning set out in Section 1.1 of the Explanatory Statement. Underwriter or Underwriters has the meaning set out in Section 1.1 of the Explanatory Statement.

VULCAN ENERGY RESOURCES LIMITED 11 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, 10 January 2026 , 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://automicgroup.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:

[email protected] 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, 12 January 2026 at Vulcan Energy Resources Limited, Level 11, 1 Spring Street, 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

Resolutions For Against Abstain 1 RATIFICATION OF PRIOR ISSUE OF INSTITUTIONAL PLACEMENT SHARES 2 APPROVAL TO ISSUE CONDITIONAL PLACEMENT SHARES 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. 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).

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.