NexGen’s Rook I Project stands at the forefront of the clean energy transition. Situated in one of the world’s premier mining regions, the project is set to deliver large-scale, long-life, low-cost, and highly cash-generative operations.

NexGen is focused on advancing the Project through optimized development plans, strategic capital allocation, and responsible environmental stewardship, including strong Indigenous partnerships, all aimed at maximizing long-term value creation.

With a proven track record of success, the Company continues to expand exploration efforts to unlock future growth—ensuring sustained value creation for investors, stakeholders, and the global energy landscape.

Aligning interests with shareholder value.

From the Company's initial listing on the TSX Venture Exchange in April 2013 to December 31, 2024, NexGen's share price increased 2,533% growing to a compound annual growth rate of 32.3% outperforming the S&P/TSX Global Mining Index, S&P/TSX Composite Total Return Index, and the Global X Uranium ETF during that same period.

From listing on April 24, 2013 to Dec 31st 2024, Mr Curyer has created $5Bn+ in value, growing the company from $30.8M to $5.36Bn.

Efficient Use of Capital

NexGen's ratio of Exploration and Development spend relative to its General and Administrative spend is the highest compared to its Uranium Peers, while the Company's ratio of General and Administrative spend relative to its market capitalization is the lowest compared to its Uranium Peers.

Rewarding High-Performance, Driving Results

The Company’s compensation program is reflective of those of pre-production mining companies where capital preservation is essential for investment into the project’s development.

The Company intentionally positions cash compensation at or below the 50th percentile for the CEO and other NEOs, and cash retainer below 50th percentile for directors.

Two pie charts comparing CEO and NEO pay distribution. CEO: 6% Base Pay, 13% STI, 81% LTI — 94% at risk. NEO: 13% Base Pay, 12% STI, 75% LTI — 87% at risk.

The Company purposefully skews its pay mix to emphasize long-term performance and “at-risk pay” with significantly less emphasis on cash compensation, which both preserves cash and optimizes alignment with shareholders’ interests.

This has been a key ingredient in the recipe of NexGen’s long-term out-performance and its cash spend as a percentage of project spend and market capitalization consistently since inception.

Board-Mandated Share Ownership for CEO and Directors

The Board Requires the CEO and Directors to own shares, and the CEO has significant share ownership

NexGen has significant share ownership among our CEO and other NEOs, with the CEO holding ~58 times his salary in shares.

The Company maintain shareholder ownership guidelines for directors at 3x the cash retainer.

The Company Uses Stock Options to Align Pay with Shareholder Experience

Disclosed Black-Scholes value reflects potential future gains, not immediate earnings. Stock options only hold value if NexGen’s share price increases, aligning executive compensation with long-term shareholder returns. Further, the Company Board and executives typically only exercise stock options if they are in the money at their 5-year expiry. Either the team has created shareholder value over 5-years and they are exercised, or they haven’t and the value is zero.

In order for the in-the-money value of the stock options to reach the disclosed value for the CEO, the share price needs to appreciate by ~55% from the grant price. Many peers use RSUs and PSUs which pay out even if share price is flat or declines, not incentivizing shareholder returns; at NexGen zero or declining share price appreciation means the stock options hold no value.

Data from the chart: At 0% share price growth, NexGen CEO stock option value is $0, while peers show P50 to P90 LTI values ranging approximately from $2,500 to $5,000. At 25% growth, NexGen is valued at $5,177; peers range higher, roughly from $3,500 to $6,500. At 55% growth, NexGen's CEO would still be valued at $11,297, matching disclosed value, but peers show smaller increases in LTI. The chart suggests NexGen overestimates stock option value at high performance levels, and undervalues at poor performance outcomes.

1. Assumes NXE delivers 55% share price appreciation, required to approximate Black-Scoles values, which equates to ~$2.7b increase in market cap.

2. Reflects estimated values of peer LTI values assuming 0%, 25% and 55% share price appreciation.

Shareholder Voting Guide

We advise NexGen Energy shareholders to vote with management recommendations.

2025 Notice of Meeting 2025 Management Information Circular

To assist NexGen Energy shareholders in exercising their voting rights in accordance with NYSE, TSX, and ASX regulations, please follow the instructions below:

Please submit your vote well in advance of the proxy deposit deadline of 2:00p.m.(Pacific time) on Friday June 13, 2025

Registered Shareholders

If your common shares are registered directly in your name, you are considered a Registered Shareholder. To vote:

  • By Internet: Visit www.investorvote.com and enter the 15-digit control number provided on your proxy form.
  • By Telephone: Call Computershare Investor Services Inc. at 1-866-732-VOTE (8683) and use your 15-digit control number to authenticate your identity.
  • By Mail: Complete, date, and sign the proxy form, then mail it in the enclosed return envelope to Computershare Investor Services Inc.

Ensure your voting instructions are received by XX p.m. (Pacific Time) on XXX prior to the meeting. Late proxies may be accepted or rejected at the discretion of the Chair of the Meeting.

Non-Registered Shareholders (Beneficial Shareholder)

If your shares are held through an intermediary (e.g., bank, broker, or trust company), you are a Non-Registered Shareholder. To vote:

  • Voting Instruction Form (VIF): You will receive a VIF from your intermediary or their agent (e.g., Broadridge Financial Solutions, Inc.). Follow the provided instructions to submit your voting preferences.
  • By Internet or Telephone: Many intermediaries offer online or phone voting options. Refer to the VIF for specific instructions and credentials.

Submit your voting instructions as per the deadlines indicated by your intermediary to ensure your vote is counted.

CDI Holders (ASX - CHESS Depositary Interests)

If you hold CHESS Depositary Interests (CDIs) listed on the ASX, you are entitled to vote at the Annual General Meeting (AGM) of NexGen Energy through the following methods:

  • Online Voting: Visit www.investorvote.com.au and enter your SRN/HIN and postcode as per the instructions provided on your Voting Instruction Form (VIF).
  • By Mail: Complete, date, and sign the Voting Instruction Form (VIF), and then return it using the enclosed reply-paid envelope to Computershare Investor Services Pty Limited.
  • By Fax: Send your completed VIF to +61 3 9473 2555.

Key Deadlines for CDI Holders

  • CDI holders must submit their votes by 9:30 a.m. (AEST) on the date specified before the AGM.
  • CDI votes are submitted through Computershare Australia and must be received before the proxy cut-off time for them to be validly processed.

Shareholder Information and Questions

NexGen shareholders who have questions about the Management Information Circular, or require assistance with voting their shares can contact the Company's proxy solicitation agents, TMX Investor Solutions Inc.:

TMX Investor Solutions Inc.
North America Toll Free: 1-800-706-3274
Outside North America: 1-201-806-7301
Email: INFO_TMXIS@TMX.com

Computershare Investor Services Pty Limited (CDI Holder)
Australia Toll Free: 1300 850 505
Outside Australia Toll Free: +61 3 9415 4000

For detailed information, please refer to the Management Information Circular available on NexGen Energy’s website or consult the relevant regulatory guidelines of the NYSE, TSX, and ASX.