NexGen’s Rook I Project is positioned at the intersection of the demand for reliable, cost-effective clean energy and the intensifying global competition for artificial intelligence leadership. Located 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 remains focused on advancing the Project through optimized development, strategic capital allocation, and responsible environmental stewardship, including strong Indigenous partnerships, aimed at maximum long term value creation.

The Company has continued to deliver tremendous progress through focused execution, thoughtful planning and a deep commitment to its core principles. Now, with approval to construct the Rook I Project and a comprehensive exploration program, NexGen is ensuring the generation of sustained value for all stakeholders.

Advancing a Generational Project with the Right Strategy and Proven Results

From the Company’s initial listing on the TSX Venture Exchange in April 2013 to December 31, 2025, NexGen’s share price increased 3,408%, outperforming the S&P/TSX Global Mining Index by 200%, the S&P/ TSX Composite Total Return Index by 277%, and the Global X Uranium ETF by 28% during that same period.

Over C$8Bn+ of value has been created since listing, growing at a CAGR of 32.3% annually.

The Board firmly believes NexGen’s stock option-based equity incentives have driven this long-term success reaffirming the effectiveness of its compensation strategy.

Efficient Use of Capital

NexGen has the lowest General and Administrative expenditure relative to market capitalization, just 0.60% in 2025, consistently below a peer group who averaged between 0.71% to as high as 1.21% from 2021 to 2025.

Among its uranium peers, NexGen maintains the highest ratio of Exploration and Development expenditure to Executive salary costs. In 2025, NexGen deployed $78.78 of Exploration and Development spend for every dollar of executive salary, three times the peer average of $25.28.

For every $1 invested in exploration and development, NexGen spends just $0.23 on G&A, or 9%. The peer average is $2.62, more than 11x higher.

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 investments in project development. We need to stay highly competitive with the market to ensure the successful execution of the project development plan and a seamless transition into construction, commissioning, and operations.

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.

Board-Mandated Share Ownership for CEO and Directors

The Board requires the CEO and Independent 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 ~82 times his salary in shares.

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

1Share Value is calculated based on the December 31, 2023, 2024 and 2025 closing price of the common shares on the TSX of $5.99, $9.27, $9.48 and $12.63, respectively, multiplied by the number of shares held by the CEO for each respective year.

2 Average of CEO Common Share Value divided by CEO Base Salary for Fiscal Year 2023, 2024 and 2025. Peers include Cameco Corp, Denison Mines Corp, Energy Fuels Inc, and Uranium Energy Corp. Energy Fuels Inc. 2025 data not available at the time of publishing, so its 2024 figures are used in the Peer 2025 average.

Rewarding High Performance

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.

The Company empowers the team to think, act and be accountable as owners and uses incentives through equity that is genuinely at risk. 100% of managers and above with the Company for over 1 year hold stock options, and over 80% of all employees have been awarded stock options.

Over the last three years, Founder and CEO Leigh Curyer has increased his holdings by 28.9%.

Shareholder Voting Guide

We advise NexGen Energy shareholders to vote with management recommendations.

2026 Notice of Meeting 2026 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 26, 2026

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 agent:

Kingsdale Advisors
North America Toll Free: 1-888-518-1563
Outside North America: 1-437-561-5005
Toll Free In Australia: 1-800-755-963
Email: contactus@kingsdaleadvisors.com

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.