VULCAN STEEL LIMITED — Major Shareholding Notification 2021

Nov 4, 2021

Disclosure of beginning to have substantial holding

Section 276, Financial Markets Conduct Act 2013

To NZX Limited

and

To Vulcan Steel Limited ( VSL or Company )

Date this disclosure made: 4 November 2021

Date on which substantial holding began: 4 November 2021

Substantial product holder(s) giving disclosure

Full name(s): Adrian John Casey, Henderika Fiona Casey and B.W.S Trustee Company 2012 Limited as trustees of the Casey Family Trust (the Casey Trustees )

Summary of substantial holding

Class of quoted voting products: Ordinary shares in Vulcan Steel Limited (NZX: VSL)

Summary for the Casey Trustees

For this disclosure,—

• (a) total number held in class: 9,784,518

• (b) total in class: 131,408,572

• (c) total percentage held in class: 7.446%

Details of relevant interests

Details for the Casey Trustees

Nature of relevant interest(s):

The Casey Trustees are the registered holders and beneficial owners of 9,784,518 fully paid ordinary shares in VSL ( Shares ). Adrian John Casey also has the power to control the exercise of the right to vote attaching to the Shares and the power to control the acquisition or disposal of the Shares, by virtue of having the power to appoint and remove trustees of the Casey Family Trust.

In respect of 3,913,807 of these Shares, the rights of the registered holders and Adrian John Casey to control those Shares are qualified, as they are subject to the rights of Vulcan Sale Company Limited to acquire those Shares and control the voting rights of those Shares set out in a sale deed. The acquisition of those 3,913,807 Shares by Vulcan Sale Company Limited is expected to settle on 8 November 2021.

In respect of the other 5,870,711 Shares, the relevant interests described above are qualified, as they are subject to certain escrow restrictions preventing the Casey Trustees from selling or otherwise dealing in the Shares until the occurrence of certain events (subject to certain permitted exceptions) as set out in an escrow deed.

The form of sale deed and escrow deed referred to above are attached to this notice (14 pages and 19 pages respectively).

1

For that relevant interest,—

• (a) number held in class: 9,784,518

• (b) percentage held in class: 7.446%

• (c) current registered holder(s): The Casey Trustees

• (d) registered holder(s) once transfers are registered: Not applicable

For a derivative relevant interest, also—

• (a) type of derivative: Not applicable

• (b) details of derivative: Not applicable

• (c) parties to the derivative: Not applicable

• (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: Not applicable

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure:

The Casey Trustees owned Shares in VSL prior to VSL’s listing. As a result of VSL’s listing on 4 November 2021, the Casey Trustees became substantial product holders in respect of the Shares for the purposes of section 276 of the Financial Markets Conduct Act 2013. As existing holders of the Shares, no consideration was paid or is payable by the Casey Trustees in connection with the transaction giving rise to this substantial holding.

Additional information

Address(es) of substantial product holder(s):

Adrian John Casey and Henderika Fiona Casey: 7 Hopkins Crescent, Kohimarama, Auckland, 1071, New Zealand

B.W.S Trustee Company 2012 Limited: c/o Ainger Tomlin Limited, Level 1, Ainger Tomlin House, 136 Ilam Road, Ilam, Christchurch, 8041 , New Zealand

Contact details: Adrian John Casey; Adrian.casey@vulcan.co; Mob +6421586884

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates:

Vulcan Sale Company Limited (in respect of 3,913,807 of the Shares, being those Shares which are to be transferred under the initial public offering to Vulcan Sale Company Limited and then on to applicants under the offer).

Vulcan Steel Limited (in respect of 5,870,711 of the Shares, being those Shares which are subject to the escrow arrangements described above, preventing the Casey Trustees from selling or otherwise dealing in the Shares until the occurrence of certain events).

2

Certification

I, Adrian John Casey, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

3

Sale Deed Poll

By the Shareholders listed in Schedule 2 in favour of Vulcan Sale Company Limited (NZBN: 9429049523409; ARBN 652 961 209) and Vulcan Steel Limited (NZBN: 9429038466052; ARBN 652 996 015)

Contents	Contents	Page
1	Share Sale	1
	1.1 Offer	1
	1.2 Offer Terms	1
	1.3 Acceptance	2
2	Pre-emptive rights	2
3	Warranties	3
4	Liability	4
	4.1 Several liability	4
	4.2 Trustee limitation of liability	4
5	Power of attorney	5
6	General	5
7	Counterparts	5
	Dictionary	6
	Shareholders	8
	Acceptance Notice	11
Execution page		12

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Date:

Parties

The persons listed in Schedule 2 ( Shareholders ).

In favour and for the benefit of

Given by each Shareholder in favour and for the benefit of Vulcan Sale Company Limited (NZBN: 9429049523409; ARBN 652 961 209) ( SaleCo ) and Vulcan Steel Limited (NZBN: 9429038466052; ARBN 652 996 015) ( Company ).

The parties agree

Background

• A This Deed Poll is made by the Shareholders in connection with the IPO.

• B Under the terms of this Deed Poll, the Shareholders offer to sell the Sale Shares to SaleCo.

• C Each Shareholder acknowledges that this Deed Poll will not breach any provision of the Company’s constitution.

The parties agree

1 Share Sale

1.1 Offer

• (a) Each Shareholder hereby offers to sell all of its Sale Shares (as listed against its name in Schedule 2) to SaleCo on the terms of this Deed Poll ( Offer ).

• (b) The Offer is irrevocable, and may not be amended, except with the written agreement of SaleCo and the Company.

• (c) The Offer will expire on the first to occur of ( End Date ):

• (i) 31 December 2021, unless accepted prior to that date in accordance with this Deed Poll; and

• (ii) the Company or its representative(s) advising the Shareholders in writing that the IPO will not proceed.

1.2 Offer Terms

The Offer is made on the following terms:

• (a) the price payable by SaleCo for the Sale Shares sold by each Shareholder under this Deed Poll will be calculated as follows:

PP = OP x NSS

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Where:

PP equals the purchase price payable to the Shareholder;

OP equals the Offer Price; and

NSS equals the number of Sale Shares sold by the Shareholder under this Deed Poll, as finally determined by the Company in accordance with clause 1.3(a);

• (b) formal transfer and the sale and purchase of the Sale Shares will occur immediately following delivery of the notice under clause 1.3(a) (and prior to payment of the relevant purchase price under clause 1.2(c));

• (c) payment of the purchase price for the Sale Shares will be paid at the direction of the relevant Shareholder and payment will be made within 2 business days of the Allotment Date;

• (d) each Shareholder must transfer the number of Sale Shares as notified by the Company in accordance with clause 1.3(a) (up to the number listed against its name in Schedule 2) to SaleCo, by executing a share transfer in the form accompanying this Deed Poll and delivering the transfer to the Company and SaleCo; and

• (e) for the avoidance of doubt, the parties acknowledge and agree that each Shareholder may specifically select which individual Sale Shares will be transferred to SaleCo in accordance with this Deed Poll.

1.3 Acceptance

• (a) Once Official Quotation of the Ordinary Shares has been approved, the Company may accept the Offer on behalf of SaleCo by notice in writing (in the form attached at Schedule 3) provided to each Shareholder.

• (b) The Company's acceptance on behalf of SaleCo may be in respect of some or all of the Sale Shares, at the Company’s sole discretion.

• (c) For the avoidance of doubt, the parties acknowledge and agree that unless and until the Offer is accepted in accordance with clause 1.3(a) there is no agreement for the transfer of the Sale Shares or any interest in them.

2 Pre-emptive rights

• (a) Each Shareholder acknowledges that the board of the Company has waived the pre-emptive rights in clause 12 of the Company’s constitution in relation to the sale of the Sale Shares to SaleCo.

• (b) Each Shareholder agrees that it will not sell, transfer or otherwise dispose of the legal or beneficial interest in any Sale Shares, except in accordance with this Deed Poll.

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3 Warranties

By executing this Deed Poll, each Shareholder represents and warrants to SaleCo and the Company that:

• (a) it has full power and authority, without the consent of any other person, to enter into and perform its obligations under this Deed Poll (including, if the Shareholder has entered into this Deed Poll as a Trustee, under the trust deed for the relevant trust ( Trust ));

• (b) it has taken all necessary action to authorise the execution, delivery and performance of this Deed Poll in accordance with its terms;

• (c) this Deed Poll constitutes a legal, valid and binding obligation on it and is enforceable in accordance with its terms;

• (d) if the Shareholder is a Trustee, to the best of his, her or its knowledge and belief, there is no proposal to remove him, her or it as trustee of the Trust;

• (e) if the Shareholder is a Trustee:

• (i) the Shareholder has the right to be fully indemnified out of the assets of the Trust in respect of any liability arising under, or in connection with, this Deed Poll and the right has not been modified, released or diminished in any way. The assets of the Trust are sufficient to satisfy that right in full and the Shareholder has not released or disposed of its equitable lien over those Trust assets; and

• (ii) the Trust has not been terminated and there is no effective proposal or requirement to wind up, deregister, terminate, reconstitute or resettle the Trust;

• (f) the execution, delivery and performance by the Shareholder of this Deed Poll does not and will not violate, breach or result in a contravention of:

• (i) any applicable law, regulation or authorisation;

• (ii) its constitution or other constituent documents (or, if the Shareholder is a Trustee, the trust deed for the Trust); or

• (iii) any agreement, undertaking, security interest or document which is binding on the Shareholder;

• (g) it is, and will be at the time of delivery of the notice under clause 1.3(a), the legal and beneficial owner of the Sale Shares listed against its name in Schedule 2, as applicable, and that such Sale Shares are, and will be at the time of delivery of the notice under clause 1.3(a), free from all mortgages, charges, liens, encumbrances (whether legal or equitable) and adverse interests of any nature; and

• (h) it has full power and capacity to sell, and to relinquish legal and beneficial ownership of, such Sale Shares to SaleCo (or as SaleCo directs).

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4 Liability

4.1 Several liability

The obligations and liabilities of each of the Shareholders under this Deed Poll are several and not joint. Each Shareholder is only liable to sell its Sale Shares (as listed against its name in Schedule 2) and in accordance with this Deed Poll and is only liable for its own representations and warranties and not the representations and warranties given by any other Shareholder.

4.2 Trustee limitation of liability

• (a) A Trustee enters into this Deed Poll only in its capacity as trustee of the relevant trust and in no other capacity. A liability arising under or in connection with this Deed Poll is limited to and can be enforced against a Trustee only to the extent to which it can be satisfied out of assets of the relevant trust out of which the Trustee is actually indemnified for the liability. This limitation of the Trustee’s liability applies despite any other provision of this Deed Poll or any other document and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed Poll.

• (b) Neither SaleCo nor the Company may sue a Trustee in any capacity other than as trustee of the relevant trust, including seeking the appointment of a receiver (except in relation to property of the relevant trust), a liquidator, an administrator or any similar person to that Trustee or prove in the liquidation, administration or arrangement of or affecting that Trustee (except in relation to property of the relevant trust).

• (c) No attorney, agent, receiver or receiver and manager appointed in accordance with this Deed Poll has authority to act on behalf of a Trustee in a way which exposes that Trustee to any personal liability.

• (d) A Trustee is not obliged to do or refrain from doing anything under this Deed Poll (including, without limitation, incur any liability) unless that Trustee’s liability is limited in the same manner as set out in paragraphs (a) to (c) of this clause 4.2.

• (e) The limitations contained in clauses 4.2(a) to 4.2(c) do not apply to the extent that such limitations or rights of indemnity are or become unavailable as a result of the operation of law, or as a result of any fraud, negligence or breach of trust by the Trustee.

• (f) The Trustee warrants and represents to SaleCo and the Company that:

• (i) it has a full right of indemnity against the assets of the relevant trust and undertakes that it will notify SaleCo and the Company as soon as reasonably practicable on such right being reduced, qualified or limited in any way;

• (ii) it has not done or omitted to do, and undertakes that it will not, during the term of this Deed Poll, do or omit to do, anything which has or would limit, affect, amend or in any manner whatsoever restrict its rights of indemnity against the assets of the relevant trust.

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5 Power of attorney

• (a) Each Shareholder appoints the Company as its attorney to complete, execute and deliver for and on its behalf the share transfer required by clause 1.2(d) above, including by completing the Offer Price, the number of Sale Shares to be transferred and any other blanks in such documents (with such details to be inserted in accordance with the terms of this Deed Poll, if applicable).

• (b) Each Shareholder agrees to ratify and confirm whatever the Company validly and lawfully does, or causes to be done, under the appointment as attorney under paragraph 7(a) above.

• (c) Each Shareholder agrees to indemnify the Company against all claims, demands, costs, charges, expenses, outgoings, losses and liabilities arising in any way in connection with the valid and lawful exercise of all or any of the Company’s powers and authorities under the appointment as attorney under paragraph 7(a) above.

• (d) The Company agrees to indemnify each Shareholder against all claims, demands, costs, charges, expenses, outgoings, losses and liabilities arising in any way in connection with the invalid and unlawful exercise of all or any of the Company’s powers and authorities under the appointment as attorney under paragraph 7(a) above.

6 General

• (a) This Deed Poll is governed by the laws of New Zealand and each Shareholder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand.

• (b) This Deed Poll may not be amended once delivered, except with the written agreement of each Shareholder, the Company and SaleCo.

7 Counterparts

• (a) This Deed Poll may be executed in any number of counterparts, each of which:

• (i) must be executed in handwriting; and

• (ii) will be deemed an original whether kept in electronic or paper form, and all of which taken together will constitute one and the same document.

• (b) Without limiting the foregoing, if the signatures on behalf of one party are on more than one copy of this Deed Poll, this shall be taken to be the same as, and have the same effect as, if all of those signatures were on the same counterpart of this Deed Poll.

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Dictionary

1 Dictionary

The following definitions apply in this Deed Poll;

Allotment means the allotment of Ordinary Shares pursuant to the IPO.

Allotment Date means the date on which Allotment occurs.

ASX means ASX Limited (ABN 98 008 624 691) or the financial market conducted by ASX Limited, as the context requires.

End Date has the meaning given to that term in clause 1.1(c).

IPO means an initial public offering of the Ordinary Shares pursuant to the Prospectus.

Offer has the meaning given to that term in clause 1.1.

Offer Price has the meaning given to that term in the Prospectus.

Official Quotation means admission of the Company to the Official List of the ASX and the quotation of shares in the Company on the ASX.

Ordinary Shares means the ordinary shares in the capital of the Company.

Prospectus means the prospectus issued (or to be issued) by each of the Company and SaleCo for the IPO.

Sale Shares means the Ordinary Shares listed in Schedule 2 against the names of the Shareholders.

Trustee means each person that enters into this Deed Poll as a trustee of a trust.

2 Interpretation

In this deed the following rules of interpretation apply unless the contrary intention appears:

• (a) headings are for convenience only and do not affect the interpretation of this deed;

• (b) the singular includes the plural and vice versa;

• (c) words that are gender neutral or gender specific include each gender;

• (d) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

• (e) the words 'such as', 'including', 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;

• (f) a reference to:

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• a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

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• a thing (including, but not limited to, a chose in action or other right) includes a part of that thing;

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a party includes its successors and permitted assigns;

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• a document includes all amendments or supplements to that document; a clause, term, party, schedule or attachment is a reference to a clause or

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term of, or party, schedule or attachment to this deed;

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this deed includes all schedules and attachments to it;

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• a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable financial market and is a reference to that law as amended, consolidated or replaced;

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• an agreement other than this deed includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and

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a monetary amount is in New Zealand dollars;

• (g)

• an agreement on the part of two or more persons binds them jointly and severally;

• (h) when the day on which something must be done is not a business day, that thing must be done on the following business day;

• (i) in determining the time of day, where relevant to this deed, the relevant time of day is:

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• for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or

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• for any other purpose under this deed, the time of day in the place where the party required to perform an obligation is located; and

• (j) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this deed or any part of it.

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Shareholders

Shareholder	Number of Ordinary Shares (Sale Shares)
Adrian John Casey, Henderika Fiona Casey and B.W.S Trustee Company 2012 Limited as trustees for Casey Family Trust	3,913,807
Alampieski Holdings Pty Ltd	35,000
Anthony German	60,000
Barthold Willem Floris Bierens de Haan	120,000
Brian James Hedge, Rosemary Anne Hedge and Stanley Neil Gollan as trustees for Broanira Trust	2,046,224
Babu Salendra Kumar Nath and Rajni Roshni Mala Nath as trustees for Nath Family Trust	537,556
Brent Washington Smith and Patricia Joyce Collis as trustees for JJD Trust	260,000
Cornelius Jacobus Henrikis Witteman and Brent Washington Smith as trustees for Witteman Share Trust	1,155,112
David Ross Fraser	40,000
David Trevor Knight and Gaze Burt Trustees 20 Limited as trustees for Cavaliere Business Trust	1,200,000
Geoffrey Niall Cotton, Julie Ellen Cotton, and BWS Trustee Company (2018) Limited as trustees for Triple 2 Family Trust	200,000
Greg Castles	40,000
Gregory Robert Walker	200,000
James Douglas Wells, Julia Wells and Peter Kevin Wells as trustees for Korthi Trust	340,000
Julia Jane Mottershead and Paul Francis Mottershead as trustees for Mottershead Family Trust	400,000
Kar Yue Yeo and Karin Lesley Won as trustees for Paola Trust	80,000
Kenneth Albert Randall Collin	80,000

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Keith Meynell Ralph Gorringe, Kathleen Joyce Gorringe and Jan Maree Goldie as trustees for Gorringe Family Trust	400,000
Keith Warren Boyd, Derek George Railey and Shaun Warren Boyd as trustees for Keith Boyd Family Trust	537,556
Lorraine Susan Taylor and Rhys Jones as trustees for Ellsar Trust	3,145,333
Mark Brian Hastings and Jana Paige Gousmett as trustees for Niall Trust	1,600,000
Michelle Andrea Knight and Gaze Burt Trustees Limited as trustees of Dallas Trust	1,200,000
Mark Walker	50,000
Mayoral Trust Ltd as Trustee of the Vulcan Continuity Trust	2,623,418
Neil Leonard Downing	280,000
Partitio Trustee Ltd as trustee for the Aoraki Partnership Trust	4,869,126
Peter Stutz and Marion Stutz	54,000
Philippa Greenwood, David Gibson and Eugene Sparrow as trustees for Rakino Trust	60,000
Patrick James Moore, Helen Cynthia Moore and PJ & HC Moore Trustee Ltd as trustees for PJ & HC Moore Family Trust	3,600,000
Sandra Campbell	80,000
Scott Craig Skinner	40,000
Scott McEwen	40,000
Sentrust CAS Ltd as trustee of the CAS Trust	2,137,113
Sentrust RES Ltd as trustee of the RES Trust	2,137,113
Shane Temata	40,000
Steven Peter Bloomfield and Helen Irene Bloomfield as trustees for Bloomfield Family Trust	213,480
Takutai Limited as trustee for the Takutai Trust	12,277,359
Troydon Craig Lill	40,000

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Vesta Trustee Limited	30,000
Wide View Enterprises Ltd	3,069,339
Wilson McKay Trustee Company (107111) Ltd as trustee for MRS Trust	1,066,668
Warwick Nelson Jones, Marion Jones and GL Bentley Jones Guardian Limited as trustees for The Bentley Jones Trust	2,046,224

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Acceptance Notice

To: [ insert ]

I hereby accept, on behalf of Vulcan Sale Company Limited (NZBN: 9429049523409; ARBN 652 961 209), the offer under the Deed Poll from you as a Shareholder of Vulcan Steel Limited (NZBN: 9429038466052; ARBN 652 996 015) in respect of the sale and purchase of [ insert ] Sale Shares.

Yours faithfully,

[ insert ], Director Vulcan Sale Company Limited

Date:

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Execution page

Executed as a deed poll.

Signed, sealed and delivered for [ Insert shareholder ] by its attorney under power of attorney dated [ • ] who has no notice of revocation of that power of attorney in the presence of:

Signature of witness Signature of attorney Name of witness (print) Name of attorney (print)

Witness occupation Town/city

Signature of witness Signature of attorney Name of witness (print) Name of attorney (print)

Witness occupation

Town/city

[ Note: Execution page repeated for each of the shareholders listed in Schedule 2 ]

Execution

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Escrow Deed

Vulcan Steel Limited The Holder named in item 2 of Schedule 2

Contents	Contents	Page
1	Defined terms and interpretation	1
	1.1 Definitions in the Dictionary	1
	1.2 Interpretation	1
2	Condition precedent	1
3	Escrow restrictions	2
	3.1 Escrow Shares	2
4	Holding Lock	2
	4.1 Agreement to Holding Lock	2
	4.2 Application of Holding Lock	2
	4.3 Removal of Holding Lock	2
5	Exceptions	2
	5.1 Dealing	2
	5.2 Notice	3
6	Warranties	3
	6.1 Giving of warranties	3
	6.2 Warranties of Holder	4
	6.3 Breach of warranties	5
	6.4 Survival of warranties and representations	5
7	Permitted dealings with the Escrow Shares	5
8	Consequences of breach	5
9	Amendment	6
10	Termination	6
11	Company to complete Schedule 2	6
12	Capacity	6
13	Release of results	7
14	Notices	7
	14.1 General	7
15	General	8

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15.1 Choice of law (Governing law)	8
15.2 Choice of jurisdiction	8
15.3 Further assurances	8
15.4 Counterparts	8
15.5 Time of essence	8
15.6 Waiver	9
15.7 Severability	9
Dictionary	10
Details	14
Execution page	15

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Date:

Parties

• 1 The person named in item 1 of Schedule 2 ( Company

• 2 The person named in item 2 of Schedule 2 ( Holder )

Background

• A The Company intends to be admitted to the official list of ASX and listed on NZX (as a foreign exempt issuer) in connection with the Initial Public Offer.

• B The Holder holds or will hold the Escrow Shares on or around Completion.

• C The Holder agrees to escrow the Escrow Shares for the Escrow Period pursuant to the terms of this deed on the basis that the Company will take the steps necessary to be admitted to the official list of ASX.

The parties agree

1 Defined terms and interpretation

1.1 Definitions in the Dictionary

Other than as expressly provided or where the context makes it clear that the following rule is not intended to apply, a term or expression starting with a capital letter:

• (a) which is defined in the Dictionary in Schedule 1 ( Dictionary ), has the meaning given to it in the Dictionary;

• (b) which is defined in the Corporations Act, but is not defined in the Dictionary, has the meaning given to it in the Corporations Act; and

• (c) which is defined in the GST Law, but is not defined in the Dictionary or the Corporations Act, has the meaning given to it in the GST Law.

1.2 Interpretation

The interpretation clause in Schedule 1 ( Dictionary ) sets out rules of interpretation for this deed.

2 Condition precedent

• (a) The respective rights and obligations of the parties under this deed are conditional upon Official Quotation.

• (b) If the condition precedent in paragraph (a) above, or if Completion, does not occur, in either case by 31 December 2021, this deed will terminate with immediate effect.

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3 Escrow restrictions

3.1 Escrow Shares

Subject to clause 5 ( Exceptions ), during the Escrow Period, the Holder must not Deal in the Escrow Shares.

4 Holding Lock

4.1 Agreement to Holding Lock

Subject to clause 4.2 ( Application of Holding Lock ), the Holder agrees to the application of a Holding Lock to the Escrow Shares, and agrees to take all necessary steps to ensure that its Escrow Shares are registered and held for the Holder on the Issuer Sponsored Subregister whilst any restrictions under clause 3 of this deed apply to those Escrow Shares.

4.2 Application of Holding Lock

The Company will apply a Holding Lock to the Escrow Shares upon Completion and may only remove the Holding Lock with respect to the Escrow Shares if permitted under clause 4.3 ( Removal of Holding Lock ).

4.3 Removal of Holding Lock

• (a) Upon request by the Holder the Company must promptly remove the Holding Lock with respect to the Escrow Shares to the extent necessary to facilitate a Dealing that is permitted under clause 5 ( Exceptions ).

• (b) The Company must remove the Holding Lock with respect to the Escrow Shares on the Business Day after the end of the relevant Escrow Period.

• (c) The Company must notify ASX that the Escrow Shares will be released from the Holding Lock in accordance with the timing requirements set out in ASX Listing Rule 3.10A.

5 Exceptions

5.1 Dealing

• (a) During the Escrow Period, the Holder may Deal in any of its Escrow Shares if the Dealing arises solely as a result of:

• (i) the acceptance of a bona fide third party full or partial takeover offer made under the Takeovers Code in relation to those Escrow Shares. For clarity, if a full or partial takeover offer is made or proposed to be made during the Escrow Period, directly or indirectly by a person who is not the Holder or an Affiliate of them, then the Holder may sell, or agree, or offer to sell all or part of any of the Escrow Shares to the offeror under that offer; or

• (ii) the transfer or cancellation of the Escrow Shares in the Company as part of a scheme of arrangement under Part 15 of the Companies Act, provided that the scheme of arrangement has received all necessary approvals, including all such necessary court and shareholder approvals,

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provided, in each case, that if for any reason any or all Escrow Shares are not transferred or cancelled in accordance with such a takeover offer or scheme of arrangement (including because the takeover offer does not become unconditional), then the Holder agrees that the restrictions applying to the Escrow Shares under this deed will continue to apply and without limiting the foregoing, the Holding Lock will be reapplied to all Escrow Shares not so transferred or cancelled.

• (b) During the Escrow Period, the Holder may Deal in any of its Escrow Shares if the Dealing arises solely as a result of:

• (i) the Holder transferring legal title to any of the Escrow Shares directly to the beneficial owner of those shares, provided that such beneficial owner must enter into (or is already a party to) a voluntary escrow deed with the Company in relation to the Escrow Shares transferred on the same terms as this deed for the remainder of the Escrow Period; or

• (ii) the Holder having entered into this deed in the capacity as a trustee of a trust and transferring all of the Escrow Shares to any new or replacement trustee of the relevant trust, provided that the new or replacement trustee enters in a voluntary escrow deed with the Company in relation to the Escrow Shares transferred on the same terms as this deed for the remainder of the Escrow Period.

• (c) During the Escrow Period, the Holder may Deal in any of its Escrow Shares to the extent the Dealing is required by applicable law (including an order of a court of competent jurisdiction).

5.2 Notice

If the Holder becomes aware:

• (a) that a Dealing in any Escrow Shares has occurred, or is likely to occur, during the Escrow Period; or

• (b) of any matter which is likely to give rise to a Dealing in any Escrow Shares during the Escrow Period,

it must notify the Company as soon as practicable after becoming aware of the Dealing or the matters likely to give rise to the Dealing, providing full details.

6 Warranties

6.1 Giving of warranties

Each of the warranties and representations in this clause 6 is given in favour of the Company:

• (a) as at the date of this deed; and

• (b) at all times until expiry of the Escrow Period.

The warranties and representations in this clause 6 are given in respect of any and all Escrow Shares which the Holder holds during the Escrow Period, including as a result of a permitted Dealing in accordance with clause 5 of this deed.

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6.2 Warranties of Holder

The Holder warrants and represents the following:

• (a) it has full power and authority, without the consent of any other person, to enter into and perform its obligations under this deed (including, if the Holder has entered into this deed as a trustee ( Trustee ), under the trust deed for the relevant trust ( Trust ));

• (b) it has taken all necessary action to authorise the execution, delivery and performance of this deed in accordance with its terms;

• (c) this deed constitutes legal, valid and binding obligations and, subject to any necessary stamping and registration, is enforceable in accordance with its terms;

• (d) the execution, delivery and performance by the Holder of this deed does not and will not violate, breach or result in a contravention of:

• (i) any applicable law, regulation or authorisation;

• (ii) its constitution or other constituent documents (or, if the Holder is a Trustee, the trust deed for the Trust); or

• (iii) any agreement, undertaking, encumbrance or document which is binding on that party.

• (e) before the Escrow Period begins, it has not done, or omitted to do, any act which would breach clause 3 of this deed if done or omitted to be done during the Escrow Period or taken any other action which will cause it to breach clause 3 of this deed during the Escrow Period;

• (f) immediately following Completion, the Holder will hold the Escrow Shares as set out in Schedule 2 ( Details );

• (g) the Holder has not granted any encumbrances or any interests or rights to third parties in respect of the Escrow Shares, and will not do so during the Escrow Period (other than permitted by this deed), such that the Escrow Shares are free from all encumbrances and other third party interests or rights (other than where permitted by this deed);

• (h) the Escrow Shares will, immediately following Completion, be all of the securities, economic interests or other interests that the Holder directly or indirectly has in the Company;

• (i) no person (other than the Holder) has the power to direct or cause the direction of the management of the Holder, whether through the ownership of voting securities or by agreement or by virtue of any person being the manager or adviser of the Holder or otherwise;

• (j) there is no Controller and there are no Controller Interests; and

• (k) if the Holder is a Trustee:

• (i) the Trustee is the sole trustee of the Trust and, to the best of its knowledge and belief, there is no proposal to remove or replace it as trustee of the Trust;

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• (ii) the Holder has the right to be fully indemnified out of the assets of the Trust in respect of any liability arising under, or in connection with, this deed and the right has not been modified, released or diminished in any way. The assets of the Trust are sufficient to satisfy that right in full and the Holder has not released or disposed of its equitable lien over that trust; and

• (iii) the Trust has not been terminated and there is no effective proposal or requirement to wind up, deregister, terminate, reconstitute or resettle the Trust.

6.3 Breach of warranties

A breach of any of the warranties and representations in this clause 6 is a breach of the terms of this deed.

6.4 Survival of warranties and representations

The warranties and representations in this clause 6 survive termination of this deed.

7 Permitted dealings with the Escrow Shares

Except as expressly provided for in clause 3, nothing in this deed restricts the Holder from dealing with the Escrow Shares or exercising rights attaching to, or afforded to the holder of the Escrow Shares, including (without limitation) by:

• (a) exercising any voting rights attaching to Escrow Shares;

• (b) receiving or being entitled to any dividend, return of capital or other distribution attaching to Escrow Shares; and

• (c) receiving or participating in any rights or bonus issue in connection with the Escrow Shares.

8 Consequences of breach

• (a) If it appears to the Company that the Holder may breach this deed, the Company may, and has undertaken to the joint lead managers of the Initial Public Offering that it will, take any steps necessary to prevent the breach, or to enforce the deed as soon as it becomes aware of the potential breach.

• (b) If the Holder breaches this deed, each of the following applies:

• (i) the Company may take any steps that it considers necessary to enforce this deed and/or rectify the breach; and

• (ii) the Company may refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or conversion of any of the Escrow Shares. This is in addition and without prejudice to other rights and remedies of the Company.

• (c) The parties agree that damages would be an insufficient remedy for breach of clause 3 and the Holder agrees that the Company is entitled to seek and obtain an injunction or specific performance to enforce the Holder's obligations under clause 3 without proof of actual damage and without prejudice to any of its other rights or remedies.

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9 Amendment

This deed can only be amended or replaced by another deed executed by the parties.

10 Termination

This deed terminates automatically if:

• (a) the Company withdraws the Initial Public Offer;

• (b) Official Quotation of the Ordinary Shares has not been achieved by 31 December 2021; or

• (c) otherwise when the Holding Lock is released in full in respect of all Escrow Shares.

11 Company to complete Schedule 2

Each party authorises the Company (or any person delegated such authority in writing by the Company) to insert in Schedule 2, after execution of this deed by each party:

• (a) the particulars of Escrow Shares in item 4 of Schedule 2; and

• (b) any other details necessary to complete Schedule 2.

12 Capacity

If the Holder has entered into this deed as a trustee:

• (a) notwithstanding any other provision of this deed (including any provision expressed to prevail over this clause 12), but subject to clause 12(c), the Holder enters into this deed only in its capacity as trustee of the relevant trust and in no other capacity. A liability arising under or in connection with this deed can be enforced against the Holder only to the extent which it can be satisfied out of the property of the relevant trust for which the Holder is actually indemnified for the liability. The Holder will exercise its rights of indemnification in order to satisfy its obligations under this deed;

• (b) subject to clause 12(c), a party to this deed may not sue the Holder in any capacity other than as trustee in respect of the relevant trust, including seeking the appointment to the Holder of a receiver (except in relation to property of the relevant trust), a liquidator, administrator or any similar person; and

• (c) the provisions of this clause 12 will not apply to any obligation or liability of the Holder to the extent that it is not satisfied because under the relevant trust deed or by operation of law, there is a reduction in the extent to which the Holder is entitled to exercise its right of indemnification out of the assets of the relevant trust, or the right does not exist at all, as a result of the Holder's fraud, negligence, improper performance of duties or breach of trust.

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13 Release of results

The Company agrees to release its audited financial results for the year ending 30 June 2022 in accordance with the timeframes required by the Companies Act and ASX Listing Rules.

14 Notices

14.1 General

• (a) Unless expressly stated otherwise in this deed a notice, consent or other communication given under this deed including, but not limited to, a request, certificate, demand, consent, waiver or approval, to or by a party to this deed (Notice):

• (i) must be in legible writing and in English;

• (ii) must be addressed to the party to whom it is to be given ( Addressee ) at the address or email address set out in Schedule 2 or to any other address or email address a party notifies to the other under this clause;

• (iii) must be signed by or on behalf of the sender (if an individual) or an Officer of the sender;

• (iv) must be either:

  • (A) delivered by hand or sent by pre-paid mail (by airmail if sent to or from that is overseas) to the Addressee; or

  • (B) sent by email to the Addressee's email address; and

• (v) is deemed to be received by the Addressee in accordance with clause 14.1(c).

• (b) If:

• (i) a party changes its address and fails to notify the other party of this change and the new address, delivery of Notices marked to the attention of the Addressee at that new address is deemed compliant with the notice obligations under this clause;

• (ii) an individual named in clause 14.1 ceases to work in the role specified or ceases to work for the Addressee and the Addressee fails to notify the other party of an alternative individual, delivery of notices marked to the attention of an individual in the same or equivalent role at that party is deemed compliant with the notice obligations under this clause; and

• (iii) an individual associated with an email address listed in clause 14.1 ceases to work for the Addressee and the Addressee fails to notify the other party of an alternative email address, notices sent by email to a manager or equivalent level personnel at that party is deemed compliant with the notice obligations under this clause.

• (c) Without limiting any other means by which the sender may be able to prove that a Notice has been received by the Addressee, a Notice is deemed to be received:

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• (i) if sent by hand, when delivered to the Addressee;

• (ii) if sent by post, on the 5th Business Day after the date of posting, or if to or from a place that is overseas, on the 10th Business Day after the date of posting; or

• (iii) if sent by email:

• (A) when the sender receives an automated message confirming delivery; or

• (B) 30 minutes after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered,

whichever happens first,

but if the delivery or receipt is on a day which is not a Business Day or is after 5.00pm (Addressee's time), it is deemed to be received at 9.00am on the following Business Day.

15 General

15.1 Choice of law (Governing law)

This deed is governed by the laws of New South Wales, Australia.

15.2 Choice of jurisdiction

Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia, including, for the avoidance of doubt, the Federal Court of Australia sitting in New South Wales, Australia.

15.3 Further assurances

Except as expressly provided in this deed, each party must, at its own expense, do all things reasonably necessary to give full effect to this deed and the matters contemplated by it.

15.4 Counterparts

• (a) This deed may be executed in any number of counterparts, each of which:

• (i) may be executed electronically or in handwriting; and

• (ii) will be deemed an original whether kept in electronic or paper form, and all of which taken together will constitute one and the same document.

Without limiting the foregoing, if the signatures on behalf of one party are on more than one copy of this deed, this shall be taken to be the same as, and have the same effect as, if all of those signatures were on the same counterpart of this deed.

15.5 Time of essence

Time is of the essence to this deed.

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15.6 Waiver

• (a) No waiver of a right or remedy under this deed is effective unless it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted.

• (b) A single or partial exercise of a right or remedy under this deed does not prevent a further exercise of that or of any other right or remedy.

• (c) Failure to exercise or delay in exercising a right or remedy under this deed does not operate as a waiver or prevent further exercise of that or any other right or remedy.

15.7 Severability

Any term of this deed which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this deed is not affected.

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Dictionary

1 Dictionary

The following definitions apply in this deed.

Affiliate means in relation to any person, a person that directly or indirectly, through one or more intermediaries, owns and controls or is owned and controlled by or is under common ownership and control with the person and, in relation to a trust means any beneficiary (ascertained or discretionary) of that trust.

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

ASX Listing Rules means the listing rules of ASX.

ASX Settlement Operating Rules means the settlement operating rules of ASX Settlement Pty Ltd (ACN 008 504 532).

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Sydney, Australia.

Companies Act means the Companies Act 1993 (NZ).

Completion means the transfer of the Shares by VSCL the subject of the Initial Public Offer.

Controller has the meaning given to that term in the ASX Listing Rules.

Controller Interests means all legal, beneficial, economic or other interests in the Escrow Shares (for the duration of the Escrow Period) held by a Controller and each immediate entity through which that interest occurs.

Corporations Act means Corporations Act 2001 (Cth).

Dealing , in respect of any Escrow Shares, means to directly or indirectly:

• (a) sell, assign, transfer or otherwise Dispose of any legal, beneficial or economic interest in such Escrow Share;

• (b) encumber or grant a security interest over such Escrow Share or any legal, beneficial or economic interest in that Escrow Share;

• (c) grant or exercise an option in respect of such Escrow Share;

• (d) do, or omit to do, any act if the act or omission would have the effect of transferring, whether directly or indirectly, effective ownership or control of, or any legal, beneficial or economic interest in, such Escrow Share; or

• (e) agree or offer to do any of those things in paragraphs (a) to (d), and Deal has a corresponding meaning.

Dispose has the meaning given in the ASX Listing Rules.

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Escrow Period means the period for which the Escrow Shares are escrowed as set out in item 3 of Schedule 2.

Escrow Shares means:

• (a) in relation to a Holder, the Shares specified in item 4 of Schedule 2 (Details); and

• (b) any securities attaching to or arising out of those Shares.

GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Holding Lock has the meaning given to that term in section 2 of the ASX Settlement Operating Rules.

Initial Public Offer means the proposed initial public offering of Shares by the Company and by VSCL.

Issuer Sponsored Subregister has the meaning given to that term in section 2 of the ASX Settlement Operating Rules.

NZX means NZX Limited (NZCN 1266120).

NZX Listing Rules means the listing rules applying to the NZX Main Board in force from time to time.

NZX Main Board means the main board equity security market operated by NZX.

Offer Price has the meaning given in the Prospectus.

Official Quotation means admission of the Company to the Official List of the ASX and the quotation of shares in the Company on the ASX.

Prospectus means the prospectus to be issued by the Company and VSCL in connection with the Initial Public Offer.

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

Takeovers Code means the Takeovers Code made under the Takeovers Act 1993 (NZ).

Trust has the meaning given in clause 6.2(a).

Trustee has the meaning given in clause 6.2(a).

VSCL means Vulcan Sale Company Limited (NZBN 9429049523409; ARBN 652 961 209).

2 Interpretation

In this deed the following rules of interpretation apply unless the contrary intention appears:

• (a) headings are for convenience only and do not affect the interpretation of this deed;

• (b) the singular includes the plural and vice versa;

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• (c) words that are gender neutral or gender specific include each gender;

• (d) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

• (e) the words 'such as', 'including', 'particularly' and similar expressions are not words of limitation;

• (f) a reference to:

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• a person includes a natural person, partnership, joint venture, government agency, association, corporation, trust or other body corporate;

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• a thing (including but not limited to a chose in action or other right) includes a part of that thing;

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• a party includes its agents, successors and permitted assigns;

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• a document includes all amendments or supplements to that document; a clause, term, party, schedule or attachment is a reference to a clause or

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• term of, or party, schedule or attachment to this deed;

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• this deed includes all schedules and attachments to it;

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• a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable financial market and is a reference to that law as amended, consolidated or replaced;

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• a statute includes any regulation, ordinance, by-law or other subordinate legislation under it;

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• an agreement other than this deed includes an undertaking, or legally enforceable arrangement or understanding whether or not in writing; and

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• a monetary amount is in Australian dollars and all amounts payable under or in connection with this deed are payable in Australian dollars;

• (g) unless otherwise specified in this deed, an agreement on the part of two or more persons binds them severally and not jointly;

• (h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this deed or any part of it;

• (i) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day;

• (j) in determining the time of day where relevant to this deed, the relevant time of day is:

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• for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or

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• for any other purpose under this deed, the time of day in the place where the party required to perform an obligation is located;

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• (k) a day is the period of time commencing at midnight and ending immediately before the next midnight is to occur; and

• (l) if a period of time is calculated from a particular day, act or event (such as the giving of a notice), unless otherwise stated in this deed, it is to be calculated exclusive of that day, or the day of that act or event.

3 Compliance with ASX Listing Rules

During the Escrow Period, and for so long as the Company is listed on the ASX and NZX:

• (a) notwithstanding anything contained in this deed, if the ASX Listing Rules or NZX Listing Rules prohibit an act being done, that act must not be done;

• (b) nothing contained in this deed prevents an act being done that the ASX Listing Rules or NZX Listing Rules require to be done;

• (c) if the ASX Listing Rules or NZX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

• (d) if the ASX Listing Rules or NZX Listing Rules require this deed to contain a provision and it does not contain such a provision, this deed is deemed to contain that provision;

• (e) if the ASX Listing Rules or NZX Listing Rules require this deed not to contain a provision and it contains such a provision, this deed is deemed not to contain that provision; and

• (f) if any provision of this deed is or becomes inconsistent with the ASX Listing Rules or NZX Listing Rules, this deed is deemed not to contain that provision to the extent of the inconsistency.

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Details

1 Company

Vulcan Steel Limited (NZBN 9429038466052/ARBN 652 996 015) of Grant Thornton New Zealand Limited, Level 4, 152 Fanshawe Street, Auckland 1010 New Zealand with email address:

KarYue.Yeo@vulcan.co to the attention of Kar Yue Yeo; and

cc Jane.Mottershead@vulcan.co to the attention of Jane Mottershead.

2 Holder

[ Insert shareholder details ]

3 Escrow Period

The period commencing on the date of Official Quotation and ending at 4:15pm Australian Eastern Standard Time on the date that the Company’s full year results for financial year ended 30 June 2023 are released to ASX and NZX.

4 Particulars of Escrow Shares

Escrow Shares [•] Shares held by the Holder at Completion.

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Execution page

Executed as a deed.

Signed by Vulcan Steel Limited by:

Signature of Peter Kevin Wells (director)

Signature of Rhys Jones (director)

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Signed, sealed and delivered for [ Insert shareholder ] by their attorney under power of attorney dated [•] who has no notice of revocation of that power of attorney in the presence of: Signature of witness Signature of attorney Name of witness (print) Name of attorney (print) Witness occupation Town/city Signature of witness Signature of attorney Name of witness (print) Name of attorney (print) Witness occupation Town/city

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