Vast Renewables Ltd (Form: 20-F, Received: 09/09/2024 16:14:06)

DESCRIPTION OF SECURITIES This section summarizes the material rights of the securityholders of Vast Renewables Limited (“Vast” or the “Company”). As of June 30, 2024, Vast had two classes of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, due to their listing on Nasdaq: Ordinary Shares and Public Warrants. Except where the context otherwise requires or where otherwise indicated herein, the terms “we,” “us,” “our,” “our company” and “our business” refer to the Company. Capitalized terms that are not defined herein shall have the meanings ascribed to them in our Annual Report on Form 20-F for the year ended June 30, 2024 of which this Exhibit 2.7 forms a part. Because the following is only a summary, it does not contain all of the information that may be important to you. The following summary does not purport to be complete and is qualified in its entirety by reference to applicable Australian law, as well as our Constitution and the Vast Warrant Agreements, which are filed also filed as exhibits to our Annual Report on Form 20-F for the year ended June 30, 2024. Share Capital We are an Australian public company limited by shares and our affairs are governed by the Constitution, the Corporations Act and the common law of Australia. Under Australian law, there is no limit on the authorized share capital that may be issued. As of June 30, 2024, our issued capital consisted of 29,973,504 Ordinary Shares. We currently have only one class of issued ordinary shares, which have identical rights in all respects and rank equally with one another. Our Ordinary Shares do not have a nominal, par or equivalent value. The Ordinary Shares are not redeemable and do not have any preemptive rights. Meetings of Shareholders and Voting Rights Under Australian law, we are required to hold an annual general meeting at least once every calendar year and within five months after the end of our financial year. All meetings other than the annual general meeting of shareholders are referred to in the Constitution as “general meetings.” The board of directors may call general meetings of shareholders whenever it sees fit, at such time and place, as it may determine. In addition, the board of directors is obliged to call a general meeting if requested to do so by shareholders with at least 5% of votes that may be cast at the general meeting. At a general meeting, every shareholder present in person or by proxy, attorney or representative has one vote on a show of hands and, on a poll, one vote for each Ordinary Share held. On a poll, every shareholder (or his or her proxy, attorney or representative) is entitled to one vote for each fully paid Ordinary Share held and in respect of each partly paid Ordinary Share, is entitled to a fraction of a vote equivalent to the proportion which the amount paid up (not credited) on that partly paid Ordinary Share bears to the total amounts paid and payable (excluding amounts credited) on that Ordinary Share. The chairperson does not have a casting vote. Under the Constitution, at last 40 days’ notice of a general meeting must be given to shareholders. Dividends Subject to the Corporations Act, the Constitution and any special terms and conditions of issue, the board of directors may, from time to time, resolve to pay a dividend or declare any interim, special or final dividend as, in their judgement, the Company’s financial position of justifies. The board of directors may fix the amount, time and method of payment of the dividends. The payment, resolution to pay, or declaration of a dividend does not require any confirmation by a general meeting. Notices Every shareholder is entitled to receive notice of and, except in certain circumstances, attend and vote at the Company’s general meetings and to receive all notices, accounts and other documents required to be sent to shareholders under the Constitution, the Corporations Act and the Nasdaq Listing Rules. Under the Corporations Act, at least 21 days’ notice of meeting must be given to shareholders. Transfer of Ordinary Shares Subject to the Constitution and to any restrictions attached to any Ordinary Share or classes of shares, Ordinary Shares may be transferred by DTC transfer or by written transfer in any usual form or in any form

2 approved by the board of directors and permitted by the Corporations Act. The board of directors may, in circumstances permitted by the Constitution or the Nasdaq Listing Rules, decline to register a transfer of Ordinary Shares. If the board of directors declines to register a transfer, the Company must give the party lodging the transfer written notice of the refusal and the reason for refusal. Issue of Ordinary Shares Subject to the Constitution and the Corporations Act and any special rights conferred on the holders of any shares or class of shares, the board of directors may issue shares, reclassify or convert shares, cancel or otherwise dispose of shares, or grant options over unissued shares to any person and they may do so at such times and on the conditions they think fit. The shares may be issued with preferred, deferred or special rights, or special restrictions about dividends, voting, return of capital, participation in the property of the Company on a winding up or otherwise as the board of directors sees fit. Issue of Preference Shares The Company may issue preference shares and Ordinary Shares may be converted into preference shares provided that the rights of the holders of the preference shares with respect to the repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividends in relation to other shares or other classes of preference shares are as set out in the Constitution or as approved by special resolution passed at a general meeting. The Company may not issue preference shares that confer on the holders thereof rights that are inconsistent with those specified under Nasdaq Listing Rules, except to the extent or any waiver or modification of such rules. Winding up If the Company is wound up, the liquidator may, with the sanction of a special resolution of the board of directors, (i) divide among the shareholders in kind the whole or any part of the property of the Company; and (ii) set such value as the liquidator considers fair on any property to be so divided and may determine how the division is to be carried out as between the shareholders. Variation of class rights Subject to the Corporations Act and the terms of issue of a class of shares, wherever the capital of the Company is divided into different classes of shares, the rights attached to any class of shares may be varied with: • the written consent of the holders of at least three quarters of the issued shares in the particular class; or • the sanction of a special resolution passed at a separate meeting of the holders of shares in that class. Directors — appointment and retirement Under the Constitution, the number of directors shall be a minimum of three. Directors are elected or re- elected by resolution by shareholders at general meetings of the Company. The board of directors have assigned the directors into three classes, designated as Class I, Class II and Class III. Class I directors shall initially serve until the first annual general meeting following listing on Nasdaq; Class II directors shall initially serve until the second annual general meeting following listing on Nasdaq; and Class III directors shall initially serve until the third annual general meeting following listing on Nasdaq. At each relevant annual general meeting, directors shall be elected for a full term of three years to succeed the directors of the class whose term expired at such annual general meeting. Directors may also appoint a director to fill a casual vacancy on the board of directors or in addition to the existing board of directors, who will then hold office for a term that coincides with the remaining term of the director’s vacancy they are filling. No director may hold office without re-election for more than three years or past the third annual general meeting following the meeting at which the director was last elected or re-elected (whichever is later). Directors — voting

3 Questions arising at a meeting of the Company’s directors will be decided by a majority of votes of the directors present at the meeting and entitled to vote on the matter. In the case of an equality of votes on a resolution, the chair of the meeting does not have a second or casting vote. A resolution of the board of directors may be passed without holding a meeting of the board of directors, if all of the directors sign a document containing a statement that they are in favor of the resolution (other than directors permitted not to vote on the resolution in accordance with the terms of the Corporations Act or the Constitution). Powers and duties of directors The directors are responsible for managing the business of the Company and may exercise all the powers of the Company which are not required by law or by the Constitution to be exercised by the Company in general meeting. Directors’ and officers’ indemnity The Company, to the extent permitted by law, must indemnify each person who is a current or former director, officer or secretary of the Company, and such other officers or former officers of the Company or the Company’s subsidiaries as the directors in each case determine, against any losses or liability incurred by that person as an officer of the Company or of a subsidiary of the Company. The Company, to the extent permitted by law, may enter into and pay premiums on a contract insuring any person who is a current or former director, officer or secretary of the Company, and such other officers or former officers of the Company or the Company’ subsidiaries as the directors in each case determine, against any liability incurred by the person as an officer or auditor of the Company or of a subsidiary of the Company. Amendment The Constitution may only be amended in accordance with the Corporations Act, which requires a special resolution passed by at least 75% of shareholders present (in person or by proxy, attorney or representative) and entitled to vote on the resolution at a general meeting of the Company. Takeover provisions As outlined in “Risks Related to Our Corporate Operations,” the takeover provisions in Chapter 6 of the Corporations Act apply to the Company. Under Australian law, the basic takeover rule is that a person cannot acquire a ‘relevant interest’ in issued voting shares of an Australian-incorporated company with more than 50 registered members through a transaction in relation to securities entered into by or behalf of the person if, because of that acquisition, that person’s or someone else’s ‘voting power’ in the relevant entity: • increases from 20% or below to more than 20%; or • increases from a starting point that is above 20% and below 90%, unless a relevant exemption applies to the acquisition (e.g., acquisitions of up to 3% every six months, takeover bid, scheme of arrangement or with target shareholder approval). Corporate Opportunity The Constitution provides that, to the fullest extent permitted by law, no individual serving as a director of the Company who is not employed by the Company (an “Outside Director”), and AgCentral and its affiliates and Nabors and its affiliates (together with each Outside Director, the “Exempted Persons”) will have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for the Exempted Persons, on the one hand, and the Company, on the other. Reporting under Australian Law We are subject to financial reporting obligations under the Corporations Act. This requires us to prepare, audit and lodge with ASIC annual reports.

4 Periodic Reporting under U.S. Securities Law We are a “foreign private issuer” under the securities laws of the United States and the Nasdaq Listing Rules. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. registrants. We intend to take all actions necessary to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and Nasdaq Listing Rules. Additionally, because we qualify as a “foreign private issuer” under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD. We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. Listing of Vast Securities Our Ordinary Shares and Public Warrants are currently listed on Nasdaq under the ticker symbols “VSTE” and “VSTEW,” respectively. Certain Insider Trading and Market Manipulation Laws Australian and U.S. law each contain rules intended to prevent insider trading and market manipulation. The following is a general description of those laws as such laws exist as of the date of this document and should not be viewed as legal advice for specific circumstances. In connection with our listing on Nasdaq, we have adopted an insider trading policy. This policy provides for, among other things, rules on transactions by members of the board of directors and our employees in Ordinary Shares or in financial instruments the value of which is determined by the value of the Ordinary Shares. United States The United States securities laws generally prohibits any person from trading in a security while in possession of material, non-public information or assisting someone who is engaged in doing the same. The insider trading laws cover not only those who trade based on material, non-public information, but also those who disclose material nonpublic information to others who might trade on the basis of that information (known as “tipping”). A “security” includes not just equity securities, but any security (e.g., derivatives). Thus, members of the board of directors, officers and other employees of the Company may not purchase or sell shares or other securities of the Company when he or she is in possession of material, non-public information about the Company (including the Company’s business, prospects or financial condition), nor may they tip any other person by disclosing material, non-public information about the Company. Australia The Australian securities laws generally prohibits any person from trading in a financial product while in possession of information which is not generally available and, if it were, would be likely to have a material effect on the price or value of the financial product. The insider trading laws cover not only those who trade based on material, non-public information, but also those who directly or indirectly communicate material non- public information to someone who they think might trade, enter into agreements to trade or get another person to trade. A “financial product” includes not only equity securities, but any financial product (e.g., derivatives, debentures). Thus, members of the board of directors, officers and other employees of the Company may not purchase or sell shares or other securities of the Company when he or she is in possession of material, non- public information about the Company (including our business, prospects or financial condition), nor may they tip any other person by disclosing material, non-public information about the Company. Rule 144

5 All Ordinary Shares and Vast Warrants are expected to be freely tradable, except as described herein. Ordinary Shares received in the Capital Reorganisation by persons who are affiliates of the Company for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act. Persons who may be deemed affiliates of the Company generally include individuals or entities that control, are controlled by or are under common control with, the Company and may include the directors and executive officers of the Company as well as the principal shareholders. Lock-Ups Pursuant to the MEP De-SPAC Side Deed, among other things, the MEP Participants agreed to a lock-up of the Ordinary Shares held by them following the MEP Share Conversion and any allocation of Ordinary Shares under the MEP Deed and MEP De-SPAC Side Deed. Following the Closing, the MEP Participants agreed not to, subject to certain exceptions, transfer or otherwise dispose of, or transfer, in whole or in part, any of the economic consequences of the Ordinary Shares, (i) 100.0% of their Ordinary Shares for a period of two years following the Closing, (ii) 66.7% of their Ordinary Shares for a period of three years following the Closing and (iii) 33.3% of their Ordinary Shares for a period of four years following the Closing, provided that, on the date that is six months following the Closing, each MEP Participant was permitted, with 10 business days’ prior written notice to the Company, to elect to dispose of $350,000 worth of such MEP Participant’s Ordinary Shares, subject to a limit of $2,000,000, in the aggregate, of dispositions by all MEP Participants thereunder. On June 18, 2024, pursuant to this early release mechanism, an aggregate of 800,000 Ordinary Shares held by MEP Participants were released from this lock-up. Additionally, under the Shareholder and Registration Rights Agreement, the RRA Parties were subject to a lock-up for a period of six months after the Closing, pursuant to which each holder was prohibited, subject to certain exceptions, from selling, contracting to sell, pledging, granting any option to purchase, making any short sale or otherwise disposing of the equity securities held by such holder, whether held at the Closing or acquired thereafter. This lock-up period ended on June 18, 2024. Registration Rights Concurrently with the Closing, the Company and the RRA Parties entered into the Shareholder and Registration Rights Agreement, pursuant to which the Company agreed that, within 60 days of the Closing, it would file with the SEC (at its sole cost and expense) a resale registration statement, and that it would use its commercially reasonable efforts to have the resale registration statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the holders of certain securities held by or issuable to certain existing shareholders of the Company and NETC can demand the Company’s assistance with underwritten offerings and exercise demand or piggyback rights with respect to such offerings. For more information about the Shareholder and Registration Rights Agreement, see Item 7.B of the Annual Report. Warrants Concurrently with the closing of the Capital Reorganisation, the Company entered into the Vast Warrant Agreements by assuming the NETC Warrant Agreements. At the effective time, each NETC Warrant then outstanding and unexercised automatically was converted into, without any action on the part of its holder, a warrant to acquire Ordinary Shares. Each Warrant is subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding NETC Warrant immediately prior to the Closing. Public Warrants Each whole Warrant is exercisable to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Capital Reorganisation, provided that there is an effective registration statement under the Securities Act, covering the underlying Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the Public Warrant Agreement, a warrantholder may exercise its Warrants only for a whole number of Ordinary Shares. The Warrants will expire five years after the Closing, or earlier upon redemption or liquidation.

6 We are not obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable, and we are not obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of such Warrant. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire without value to the holder. In no event will the Company be required to net cash settle any Warrant. We agreed to use our commercially reasonable efforts to cause an appropriate registration statement for the exercise of the Warrants to become effective within 60 business days after the Closing and maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of the Public Warrant Agreement. Notwithstanding the above, if the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we agreed to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. To exercise Warrants on a cashless basis, each holder would pay the exercise price by surrendering the Warrants in exchange for a number of shares of Ordinary Shares equal to the quotient obtained by dividing (i) the product of (a) the number of shares of Ordinary Shares underlying the Warrants, and (b) the difference between the “fair market value” and the exercise price of the Warrants, by (ii) such fair market value. Solely for purposes of the preceding sentence, “fair market value” shall mean the 10-day VWAP (as defined below) as of the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants for Cash When the Price Per Share of the Ordinary Shares Equals or Exceeds $18.00 We may redeem the outstanding Warrants for cash (except as described below with respect to the Private Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the Ordinary Shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those Ordinary Shares is available throughout the 30-day redemption period or we have elected to require exercise of the Warrants on a cashless basis. If and when the Warrants become redeemable by the Company, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the Warrants for redemption for cash as described above, we will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” we will consider, among other factors, our cash position, the number of Warrants that are outstanding and the dilutive effect on shareholders of issuing the maximum number of Ordinary Shares issuable upon the exercise of Warrants. To exercise Warrants on a cashless basis, each holder would pay the exercise price by surrendering Warrants in exchange for a number of Ordinary Shares equal to the quotient obtained by dividing (i) the product of (a) the number of shares of

7 Ordinary Shares underlying the Warrants and (b) the difference between the “fair market value” and the exercise price of the Warrants by (ii) such fair market value. Solely for purposes of the preceding sentence, “fair market value” shall mean the 10-day VWAP as of the date on which the notice of exercise is received by the warrant agent. We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its Warrants prior to the scheduled redemption date. However, the price of the Ordinary Shares may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption Procedures A warrant holder may notify the Company in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the Ordinary Shares outstanding immediately after giving effect to such exercise. Anti-Dilution Adjustments If the number of outstanding shares of Ordinary Shares is increased by a stock dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the fair market value will be deemed a stock dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (a) the price per Ordinary Shares paid in such rights offering divided by (b) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the 10-day VWAP as of the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Share will be issued at less than its par value (if any). In addition, if we, at any time while the Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares into which the Warrants are convertible), other than (a) as described above or (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Ordinary Share in respect of such event. If the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse stock split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant will be decreased in proportion to such decrease in outstanding Ordinary Shares. Whenever the number Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the Warrant exercise price immediately prior to such adjustment by a fraction, the numerator of which will be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and the denominator of which will be the number of Ordinary Shares so purchasable immediately thereafter. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than those described above or that solely affects the par value of such Ordinary Shares), or in the case of any merger or

8 consolidation of the Company with or into another entity in which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquires more than 50% of the voting power of the Ordinary Shares, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety, the holders of the Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised their Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Ordinary Shares in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Warrant properly exercises the Warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the Public Warrant Agreement based on the Black- Scholes warrant value (as defined in the Public Warrant Agreement) of the Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the Warrants when an extraordinary transaction occurs during the exercise period of the Warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the Warrants. The warrant exercise price will not be adjusted for other events. The Warrants have been issued in registered form under the Public Warrant Agreement. The Public Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make generally any change that adversely affects the interests of the registered holders of Public Warrants. The Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to the Company, for the number of Warrants being exercised. The Warrant holders do not have the rights or privileges of holders of Ordinary Shares or any voting rights until they exercise their Warrants and receive shares of Ordinary Shares. After the issuance of Ordinary Shares upon exercise of the Warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by shareholders. We have agreed that, subject to applicable law, any action, proceeding or claim against the Company arising out of or relating in any way to the Public Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and Vast irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. There is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Notwithstanding the foregoing, these provisions of the Public Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Private Warrants The Private Warrants (including the Ordinary Shares issuable upon exercise of the Private Warrants) will not be redeemable by the Company. The Private Warrants may be exercised for cash or on a cashless basis. Except as described herein, the Private Warrants have terms and provisions that are identical to the Public Warrants, including as to exercise price, exercisability and exercise period. If holders of the Private Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering the Private Warrants in exchange for a number of Ordinary Shares equal to the quotient

9 obtained by dividing (i) the product of the number of shares of Ordinary Shares underlying the Private Warrants multiplied by the excess of the volume weighted average price of Ordinary Shares during the 10 trading day period ending on the trading day prior to the date on which notice of exercise is sent or given to the warrant agent (the “10-day VWAP”), less the exercise price by (ii) the 10-day VWAP. If the holders of Private Warrants are affiliated with the Company, their ability to sell Vast securities in the open market will be significantly limited. We have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could sell the Ordinary Shares issuable upon exercise of the Warrants freely in the open market to fund their cash exercise price, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise Private Warrants on a cashless basis is appropriate. Transfer Agent and Warrant Agent The transfer agent for Ordinary Shares in the United States is Continental Stock Transfer & Trust Company. Each person investing in Ordinary Shares held through The Depository Trust Company must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a shareholder. For as long as any Ordinary Shares are listed on Nasdaq or on any other stock exchange operating in the United States, the laws of the State of New York shall apply to the property law aspects of the Ordinary Shares reflected in the register administered by the Company’s transfer agent. We have listed the Ordinary Shares in registered form and such Ordinary Shares, through the transfer agent, are not certificated. We have appointed Continental Stock Transfer & Trust Company as our agent in New York to maintain the shareholders’ register of the Company on behalf of the board of directors and to act as transfer agent and registrar for the Ordinary Shares. The Ordinary Shares are traded on Nasdaq in book- entry form. The warrant agent for the Warrants is Continental Stock Transfer & Trust Company. Comparison of the Australian and U.S. Securities Regulatory Landscapes A comparison of some of the material provisions of the Corporations Act and ASX Listing Rules which would have applied to the Company if it had listed on the Australian Securities Exchange and the Nasdaq Listing Rules and certain U.S. federal securities laws, which apply to the Company are set out below: The comparison is not an exhaustive statement of relevant laws, rules and regulations and is intended as a general guide only. Requirements under the ASX Listing Rules / Corporations Act Requirement under the Nasdaq Listing Rules / Certain U.S. federal securities laws Notice of general meetings A notice of a general meeting must be given by a listed company at least 28 days before the date of the meeting. The company is required to give notice only to shareholders entitled to vote at the meeting, as well as the directors and auditor of the company. Notice of general meetings is not governed by the Nasdaq Listing Rules. Additionally, Foreign Private Issuers are not subject to U.S. proxy rules. Notice of general meetings will be governed by the Constitution. Continuous disclosure Under the ASX Listing Rules, subject to some exceptions, a listed company must immediately disclose to ASX any information concerning it, which a Under the Nasdaq Listing Rules, subject to certain exceptions, the Nasdaq-listed company shall make prompt disclosure to the public through a Regulation FD compliant method of any material information that

10 reasonable person would expect to have a material effect on the price or value of the company’s shares. would reasonably be expected to affect the value of its securities or influence investor’s decisions. In the absence of the Nasdaq Listing Rules, Foreign Private Issuers are not subject to Regulation FD, which governs the fair disclosure of material non-public information. Foreign Private Issuers are also required to publicly report certain types of material information on Form 6-K under the Exchange Act. A Nasdaq-listed Foreign Private Issuer is required to submit a Form 6-K to the SEC containing semi-annual unaudited financial information no later than six months following the end of the company’s second fiscal quarter. Disclosure of substantial shareholdings A person who obtains a voting power in 5% or more of an ASX listed company is required to publicly disclose that fact within two business days after becoming aware of that fact via the filing of a substantial holding notice. A person’s voting power consists of their own relevant interest in shares plus the relevant interests of their associates. A further notice must be filed within two business days after each subsequent voting power change of 1% or more, and after the person ceases to have a voting power of 5% or more. The notice must attach all documents which contributed to the voting power the person obtained or provide a written description of arrangements which are not in writing. Disclosure of substantial shareholdings is not governed by the Nasdaq Listing Rules. Disclosure requirements are governed by U.S. securities laws. Shareholders who acquire more than 5% of the outstanding shares of a class of securities registered under the Exchange Act must file beneficial ownership reports on Schedule 13D or 13G until their holdings drop below 5%. Schedule 13D reports the acquisition and other information within 10 days after the purchase. Prompt amendment must be made regarding any material changes in the facts contained in the schedule. Schedule 13G is an abbreviated version of Schedule 13D that may be available based on facts and circumstances. Financial reporting Under the ASX Listing Rules, subject to some exceptions, a listed company must prepare and lodge with ASIC and the ASX financial reports and statements on an annual, half-yearly and, in some cases, quarterly basis. Under the Exchange Act, a Foreign Private Issuer must file an annual report on Form 20-F containing detailed financial and non-financial disclosure. Foreign Private Issuers must make their U.S. investors aware of the significant ways in which their corporate governance practices differ from those required of domestic companies under Nasdaq Listing Rules by including a brief, general summary in the annual report on Form 20- F. Under the Nasdaq Listing Rules, a Foreign Private Issuer must: • submit on Form 6-K an interim balance sheet and income statement as of the end of its second quarter, within six months of the end of the second quarter. • make available to shareholders an annual report containing the company’s financial statements within a reasonable period of time following the filing of the annual report with the SEC.

11 However, a Foreign Private Issuer may follow its home country practice in lieu of certain requirements related to financial reporting under the Nasdaq Listing Rules. Issues of new shares Subject to specific exceptions, the ASX Listing Rules apply to restrict a listed company from issuing, or agreeing to issue, more equity securities (including shares and options) in a 12-month period without the approval of shareholders, than the number calculated as follows: 15% of the total of: • the number of fully paid ordinary shares on issue 12 months before the date of the issue or agreement; plus • the number of fully paid ordinary shares issued in the 12 months under a specified exception; plus • the number of partly paid ordinary shares that became fully paid in the 12 months; plus • the number of fully paid ordinary shares issued in the 12 months with shareholder approval; less • the number of fully paid ordinary shares cancelled in the 12 months; less • the number of equity securities issued or agreed to be issued in the 12 months before the date of issue or agreement to issue but not under a specified exception or with shareholder approval. Subject to certain exceptions, the ASX Listing Rules require the approval of shareholders by ordinary resolution in order for a listed entity to issue shares or options to directors. Under the Nasdaq Listing Rules, a Company must notify Nasdaq when listing additional shares. Such notification shall happen at least 15 calendar days prior to: • establishing or materially amending a stock option plan, purchase plan or other equity compensation arrangement pursuant to which stock may be acquired by officers, directors, employees, or consultants without shareholder approval (with some timing exceptions for certain equity grants to induce employment subject exception); • issuing securities that may potentially result in a change of control of the company; • issuing any common stock or security convertible into common stock in connection with the acquisition of the stock or assets of another company, if any officer or director or substantial shareholder of the company has a 5% or greater interest (or if such persons collectively have a 10% or greater interest) in the company to be acquired or in the consideration to be paid; or • issuing any common stock, or any security convertible into common stock in a transaction that may result in the potential issuance of common stock (or securities convertible into common stock) greater than 10% of the either the total shares outstanding or the voting power outstanding on a pre-transaction basis. Additionally, under the Nasdaq Listing Rules, a company cannot create a new class of security that votes at a higher rate than an existing class of securities or take any other action that has the effect of restricting or reducing the voting rights of an existing class of securities. Remuneration of directors and officers Under the ASX Listing Rules, the maximum amount to be paid to directors for their services as a director (other than the salary of an executive director) is not to exceed the amount approved by shareholders in a general meeting. The company’s annual report must include a remuneration report within the directors’ report. This remuneration report is required to include a discussion Nasdaq Listing Rules require a Nasdaq-listed company to publicly disclose the material terms of agreements between directors or director nominees and any third- party relating to compensation in connection with their service as a director. A Foreign Private Issuer, however, may follow home country practice in lieu of certain requirements related to director compensation, but must (a) disclose to the SEC in its annual reports each

12 of the company directors’ policy in relation to remuneration of key management personnel of the company. Under the Corporations Act, a listed company must put its remuneration report to a shareholder vote at its annual general meeting. If in two consecutive annual general meetings, 25% or more of the votes cast on the resolution vote against adopting the remuneration report, a ‘spill resolution’ must then be put to shareholders. A spill resolution is a resolution that a spill meeting be held and all directors (other than a managing director who is exempt from the retirement by rotation requirements) cease to hold office immediately before the end of the spill meeting. If the spill resolution is approved by the majority of votes cast on the resolution, a spill meeting will be held within 90 days at which directors wishing to remain directors must stand for re-election. requirement it does not follow and describe the home country practice followed, and (b) submit to Nasdaq a written statement from an independent counsel in the home country certifying that the company’s practices are not prohibited by the home country’s laws. Under Form 20-F, Foreign Private Issuers must report certain information with respect to executive and director compensation and benefits, as well as information related to director and executive share ownership. Generally, the size and net worth of the company are taken into consideration when determining director and officer compensation. In the U.S., most public companies utilize a consultant to provide peer benchmarking for reasonable compensation metrics. Termination benefits Under the ASX Listing Rules, a listed entity must ensure that no director or other officer will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that are or may become payable to all officers together exceed 5% of the equity interests of the entity as set out in its latest financial statements given to the ASX. The 5% limit may, however, be exceeded with shareholder approval. Termination benefits are not governed by the Nasdaq Listing Rules. Under the Sarbanes-Oxley Act, the CEO and CFO of a U.S. publicly listed company must forfeit previously paid bonuses if the company is required to prepare an accounting restatement due to material non-compliance of the company. Transactions involving related parties Related party financial benefits The Corporations Act prohibits a public company from giving a related party a financial benefit unless: • it obtains the approval of shareholders and gives the benefit within 15 months after receipt of such approval; or • the financial benefit is exempt. A related party is defined by the Corporations Act to include any entity which controls the public company, directors of the public company, directors of any entity which controls the public company and, in each case, spouses and certain relatives of such persons. Exempt financial benefits include indemnities, insurance premiums and payments for legal costs which are not otherwise prohibited by the Corporations Act and benefit given on arm’s length terms. Acquisition and disposal of a substantial asset to a related party Under the Nasdaq Listing Rules, each company shall conduct an appropriate review and oversight of all related party transactions for potential conflicts of interest on an ongoing basis by the audit committee or another independent body of the board of directors. For non-U.S. issuers, the term “Related Party Transaction” refers to transactions that must be disclosed pursuant to Form 20-F, which requires the company to provide certain information (nature and extent of any transactions or presently proposed which are material to the company or related party, or that are unusual; and amount of loans and guarantees made by the company to or for the benefit of a related party) with respect to transactions or loans between the company and • enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the company; • associates;

13 The ASX Listing Rules prohibit a listed entity from acquiring a substantial asset (an asset the value or consideration for which is 5% or more of the entity’s equity interests) from, or disposing of a substantial asset to, certain related parties of the entity, unless it obtains the approval of shareholders. The related parties include directors, persons who have or have had (in aggregate with any of their associates) in the prior six-month period an interest in 10% or more of the shares in the company and, in each case, any of their associates. The provisions apply even where the transaction may be on arm’s length terms. Issue of shares to directors The ASX Listing Rules also prohibit a listed entity from issuing or agreeing to issue shares to a director unless it obtains the approval of shareholders, or the share issue is exempt. Exempt share issues include issues made pro rata to all shareholders, under an underwriting agreement in relation to a pro rata issue, under certain dividend or distribution plans or under an approved employee incentive plan. • individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the company, and close members of any such individual’s family; • key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the company, including directors and senior management of companies and close members of such individuals’ families; and • enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in the two preceding bullets or over which such a person is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of the company and enterprises that have a member of key management in common with the company. Close members of an individual’s family are those that may be expected to influence, or be influenced by, that person in their dealings with the company. An associate is an unconsolidated enterprise in which the company has a significant influence, or which has significant influence over the company. Significant influence over an enterprise is the power to participate in the financial and operating policy decisions of the enterprise but is less than control over those policies. Shareholders beneficially owning a 10% interest in the voting power of the company are presumed to have a significant influence on the company. A Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, except as described under “Corporate governance” below. Significant transactions Under the ASX Listing Rules, where a company proposes a significant change to the nature or scale of its activities or floats significant assets, it must provide full details to the ASX as soon as practicable. It must do so in any event before making the change. If the significant change involves the entity disposing of its main undertaking, the entity must get the approval of all holders of its ordinary shares and comply with any requirements of the ASX in relation to the notice of meeting, which must include a voting exclusion statement. Any agreement to dispose of its main undertaking must be conditional on the entity getting approval. A company must not dispose of a major asset without offer or approval for no offer. Under the Nasdaq Listing Rules, shareholder approval is prior to an issuance of securities in connection with: • the acquisition of the stock or assets of another company; • equity-based compensation of officers, directors, employees or consultants; • a change of control; and • transactions other than public offerings. A Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Rule 5600

14 Series, except as described under “Corporate governance” below. Nomination and rotation of directors Nomination Under the ASX Listing Rules, a listed company must accept nominations for the election of directors up to 35 business days (or 30 business days in the case of a meeting requested by shareholders) before the date of a general meeting at which the directors may be elected, unless the company’s constitution provides otherwise. Rotation The ASX Listing Rules require that: • a director, other than the managing director and directors appointed to fill casual vacancies or as additions to the board, must not hold office past the third annual general meeting following the director’s appointment or three years, whichever is longer, without submitting himself or herself for re-elections; and • directors appointed to fill casual vacancies or as additions to the board do not hold office (without re-election) past the next annual general meeting. Nomination Under the Nasdaq Listing Rules, director nominees must either be selected or recommended for the board’s selection, either by: • Independent Directors constituting a majority of the Board’s Independent Directors in a vote in which only Independent Directors participate, or • A nomination committee comprised solely of Independent Directors. Each company must certify it has adopted a formal written charter or board resolution addressing the nominations process. A Foreign private Issuer may follow its home county practice in lieu of the Nasdaq Listing Rules 5600 Series, except as described under “Corporate governance” below. Rotation There is no formal rotation or term limit requirement under the Nasdaq Listing Rules, although the Company can institute term limits in its corporate governance policies. Directors are subject to re-election every year at the annual meeting of shareholders, unless a classified board is put in place. A Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, except as described under “Corporate governance” below. Corporate governance The ASX Corporate Governance Council has published the ASX Corporate Governance Principles and Recommendations (the “Recommendations”), which sets out eight central principles which are intended to assist companies to achieve good governance outcomes and meet the reasonable expectations of most investors. Listed companies are required to provide a statement in their annual report to shareholders disclosing the extent to which they have followed the Recommendations in the reporting period and where they have not followed all the Recommendations, identify the Recommendations that have not been followed and the Under the Nasdaq Listing Rules 5600 Series, Nasdaq has established Corporate Governance Requirements for all listed Companies. Companies are required to follow the published requirements, unless an applicable exemption exists. One such exemption allows a Foreign Private Issuer to follow its home country practice in lieu of the requirements of the Rule 5600 Series, except that it must comply with: • Notification of Noncompliance requirement (Rule 5625); • Voting Rights requirement (Rule 5640);

15 reasons for not following them. It is not mandatory to follow the Recommendations. The eight central principles are: • lay solid foundations for management and oversight; • structure the board to be effective and add value; • instill a culture of acting lawfully, ethically and responsibly; • safeguard the integrity of corporate reports; • make timely and balanced disclosure; • respect the rights of security holders; • recognize and manage risk; and • remunerate fairly and responsibly. • The Diverse Board Representation Rule (Rule 5605(f)); • The Board Diversity Disclosure Rule (Rule 5606); • Having an audit committee that satisfies Rule 5605(c)(3) and ensure that members meet the independence requirement of Rule 5605(c)(2)(A)(ii).

VAST RENEWABLES LIMITED INSIDER TRADING COMPLIANCE POLICY A. GENERAL 1. Insiders. Vast Renewables Limited (together with its subsidiaries and affiliates reported on a consolidated basis, the “Company”), their directors, officers, employees, consultants and contractors (collectively, “Company Personnel”), as well as family members of the Company Personnel and entities (e.g., corporations, partnerships or trusts) that Company Personnel or their family members control (collectively, “Insiders”) must, at all times, comply with the federal securities laws of the United States and all additional, applicable jurisdictions. 2. Insider Trading. Federal securities laws prohibit trading in the securities of a company while aware of “material non-public” information.1 These transactions are commonly known as “insider trading.” It is also illegal to recommend to others (commonly called “tipping”) that they buy, sell or retain the securities to which such material non-public information relates. Anyone violating these laws is subject to personal liability and could face criminal penalties, including a jail term. In the normal course of business, Company Personnel may come into possession of material non-public information concerning the Company or its industry, transactions in which the Company proposes to engage or other entities with which the Company does business. Therefore, the Company has established this Policy with respect to trading in its securities or the securities of another company. Any violation of this Policy could subject you to disciplinary action, up to and including termination. See Section J. 3. Compliance. This Policy concerns disclosure of material non-public information regarding the Company or another company and trading in securities while aware of such information. In addition to requiring that Insiders comply with the letter of the law, it is the Company’s policy that Insiders comply with the spirit of the law and avoid even the appearance of impropriety. Insider trading can generate significant adverse publicity and thus cause a substantial loss of confidence in the Company and its securities on the part of the public and the securities markets. This could have an adverse impact on the price of the Company’s securities to the detriment of the Company and its security-holders. 4. Responsibility. This Policy is intended to protect Insiders and the Company from insider trading violations. However, the matters set forth in this Policy are guidelines only and are not intended to replace your responsibility to understand and also comply with the legal prohibitions against insider trading. Appropriate judgment should be exercised in connection with all securities trading. If you have specific questions regarding this Policy or the applicable law, please contact the General Counsel. B. DEFINITIONS 1. Family Members. For purposes of this Policy, the term “family members” includes family members who reside with you, anyone else who lives in your household, and any family

2 | Confidential | Proprietary | members who do not live in your household but whose transactions in the Company’s securities are directed by you or are subject to your influence or control. 2. Material. Information is generally considered “material” if a reasonable investor would consider it important in deciding whether to buy, sell or hold a security.2 The information may concern the Company or another company and may be positive or negative.3 In addition, it should be emphasized that material information does not have to relate to a company’s business; information about the contents of a forthcoming publication in the financial press that is expected to affect the market price of a security could well be material. Employees should assume that information that would affect their consideration of whether to trade, or which might tend to influence the price of the security, is material. Examples of material information include, but are not limited to:4 (a) quarterly, semi-annual or annual results; (b) dividend information; (c) credit rating changes; (d) earnings results, estimates and guidance on earnings and changes in previously released earnings results, estimates or guidance; (e) significant mergers, acquisitions, divestitures, tender offers, joint ventures, or changes in assets; (f) important new business strategies; (g) important new products or discoveries; (h) important developments regarding the Company’s material intellectual property; (i) investments, joint ventures or changes in assets; (j) developments regarding customers or suppliers, including the acquisition or loss of an important contract; (k) important changes in control or in management; (l) a change in the Company’s independent registered public accounting firm or notification that the Company may no longer rely on such firm’s report; (m) significant financings and other significant events regarding the Company’s securities (e.g., defaults on securities, calls of securities for redemption, share repurchase plans, stock splits, public or private sales of securities, changes in dividends and changes to the rights of security holders); .

3 | Confidential | Proprietary | (n) significant write-offs; (o) cybersecurity incidents, vulnerabilities and breaches; (p) significant pending or threatened litigation, regulatory rulings or governmental investigations; and (q) bankruptcy, corporate restructuring, receivership, other liquidity problems or layoffs. Information that something is likely to happen or even just that it may happen can be material. Courts often resolve close cases in favor of finding the information material.5 Therefore, Insiders should err on the side of caution. Insiders should keep in mind that the U.S. Securities and Exchange Commission’s (the “SEC”) rules and regulations provide that the mere fact that a person is aware of the information is a bar to trading. It is no excuse that such person’s reasons for trading were not based on the information. 3. Non-Public Information. For the purpose of this Policy, information is “Non-Public” until three criteria have been satisfied: (a) First, the information must have been widely disseminated. Generally, Insiders should assume that information has NOT been widely disseminated unless it has been included in (i) a press release or article distributed through a widely disseminated news or wire service; OR (ii) it has appeared in a filing with the SEC. (b) Second, the information disseminated must be some form of “official” disclosure or announcement. In other words, the fact that rumors, speculation, or statements attributed to unidentified sources are public is insufficient to be considered widely disseminated even when the information is accurate. (c) Third, after the information has been disseminated, a period of time must pass sufficient for the information to be absorbed by the general public. As a general rule, at least 48 hours (several of which must be hours during which The Nasdaq Stock Market is open for trading) must elapse between the dissemination of the information and when that information may be considered public. Such information that is “material” as described in Section B.2 and “Non-Public” as described in this Section B.3 is hereinafter referred to as “Material Non-Public Information.” 4. Security or Securities. The term “security” or “securities” is defined very broadly by the securities laws and includes stock (common and preferred), stock options, warrants, bonds, notes, debentures, convertible instruments, put or call options (i.e., exchange-traded options), or other similar instruments. 5. Trade or Trading. The term “trade” or “trading” means broadly any purchase, sale or other transaction to acquire, transfer or dispose of securities, including gifts or other contributions, exercises of stock options granted under the Company’s stock plans, sales of stock acquired

4 | Confidential | Proprietary | upon the exercise of options and trades made under an employee benefit plan, such as a 401(k) plan. C. STATEMENT OF POLICY 1. Company Securities. No Insider may buy or sell the Company’s securities at any time when the Insider has Material Non-Public Information concerning the Company. It does not matter that you may have decided to trade before learning the Material Non-Public Information. It also does not matter that you may have a reason to trade that is based on public information. The federal securities laws do not recognize these mitigating circumstances in determining liability. 2. Other Company Securities. No Insider may buy or sell securities of another company at any time when the Insider has Material Non-Public Information about that company or has Material Non-Public Information that could affect the share price of that company. For purposes of this Section C.2, another company may include, without limitation, any of our customers, vendors, an acquisition target, or a company in the same industry, sector or subsector, when that information was obtained as a result of the Insider’s employment or relationship to the Company. 3. Tipping. No Insider may disclose (“tip”) Material Non-Public Information to any other person (including family members), and no Insider may make buy or sell recommendations to another person on the basis of Material Non-Public Information.6 “Tipping” can result in liability for both the tipper and the tippee. In addition, Insiders should take care before trading on the recommendation of others to ensure that the recommendation is not the result of an illegal “tip.” 4. Commenting. No Insider who receives or has access to the Company’s Material Non-Public Information may comment on stock price movements or rumors of other corporate developments (including discussions on Internet “chat rooms” or posts) that are of possible significance to the investing public, unless the Insider has been authorized to do so by the General Counsel or otherwise in compliance with the Company’s Regulation Fair Disclosure Policy. If you comment on stock price movements or rumors or disclose Material Non-Public Information to a third party out of compliance with such policy, you must contact the General Counsel immediately. 5. Rumors. In addition, it is generally the practice of the Company not to respond to inquiries and/or rumors concerning the Company’s affairs. If you receive inquiries concerning the Company from the media or inquiries from securities analysts or other members of the financial community, you shall refer such inquiries, without comment, to the General Counsel or to the Investor Relations Department. 6. Blackout Windows. Certain Insiders, including employees as advised from time to time by the Legal Department, may only trade in the Company’s securities during the four “Window Periods” (as defined in Section E.4) that occur each fiscal year. These persons must also receive pre-clearance prior to any transaction. See Section E for both of these procedures. 7. Termination. An Insider who is aware of Material Non-Public Information when they cease to be an Insider may not trade in the Company’s securities until that information has become

5 | Confidential | Proprietary | public or is no longer material. In addition, this Policy continues in effect for all Permanent Restricted Persons and Other Restricted Persons (each as defined in Section E) until the opening of the first Window Period after termination of employment or other relationship with the Company. D. CERTAIN EXCEPTIONS 1. The prohibition on trading in the Company’s securities set forth in Section C does not apply to: (a) Transferring shares to an entity that does not involve a change in the beneficial ownership of the shares (for example, to an inter vivos trust of which you are the sole beneficiary during your lifetime). (b) The exercise of stock options pursuant to our stock plans; however, the market sale of any such stock acquired upon such exercise, including as part of a broker-assisted cashless exercise of an option, is subject to this Policy. (c) The exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares to satisfy tax withholding requirements; however, the market sale of any shares to satisfy tax requirements is subject to this Policy. (d) The execution of transactions pursuant to a trading plan that complies with SEC Rule 10b5-1 and which has been approved by the Company. See Section F.1. (e) If or when made available in any Company 401(k) plan, the purchase of stock through the Company’s 401(k) plan through regular payroll deductions; however, the sale of any such stock and the election to transfer, increase or decrease funds into or out of, or a loan with respect to amounts invested in, the stock fund is subject to this Policy. (f) The purchase of stock through any Company employee stock purchase plan (to the extent that the Company has such a plan) through regular payroll deductions; however, the sale of any such stock and the establishing or changing of instructions regarding the level of withholding contributions which are used to purchase stock is subject to this Policy. (g) In addition, this Policy does not apply to any other transaction, the specific facts of which are reviewed by the General Counsel and determined by the General Counsel not to constitute a violation of applicable insider trading law. E. PRE-CLEARANCE OF TRADES AND OTHER PROCEDURES 1. Applicability. Directors and executive officers (as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended), their family members (as defined in Section B), and trusts, corporations and other entities controlled by them (collectively, “Permanent Restricted Persons”) may only trade during the four “Window Periods” (as defined in Section E.4) and must also obtain the advance approval of the General Counsel (or Chief Financial Officer as appropriate) in accordance with Section E.3 before effecting any transaction in the Company’s securities (including but not limited to any purchase, sale, or exercise of an option, right or warrant, gift, loan, pledge, contribution to a trust or other transfer), whether

6 | Confidential | Proprietary | the transaction is for the individual’s own account, one over which they exercises control, or one in which they have a beneficial interest. 2. Other Restricted Persons. The Company may notify additional persons, other than Permanent Restricted Persons, that they are also subject to the “Window Periods” (as defined in Section E.4) and/or the pre-clearance requirements set forth in Section E.3 (“Other Restricted Persons”). Examples of Other Restricted Persons may include other corporate officers with access to Material Non-Public Information (such as those working in Marketing, Finance, Strategic Development, and Commercial Development), family members of any of such persons and trusts, corporations and other entities controlled by any such persons. 3. Pre-Clearance Procedures. (a) Permanent Restricted Persons and Other Restricted Persons should submit a request for pre-clearance to the General Counsel at least three business days in advance of the proposed transaction (two weeks in certain exceptional cases as may be specified in Sections H and I) and by completing the attached “Request for Approval” form. (b) Approval for transactions in the Company’s securities will generally be granted only during a Window Period (as described in Section E.4 below) and the transaction may only be performed during the Window Period in which the approval was granted and, in any event, within two business days from the date of approval. 4. Window Periods. The Company has established four “windows” of time during the fiscal year during which Request for Approval forms may be approved and transactions may be performed (the “Window Periods”). Each Window Period begins two full trading days after the public release of earnings for the prior fiscal quarter or year, unless extended at the direction of the General Counsel. That same Window Period closes at 11:59 pm Eastern Time on the 15th day of the last month of the next fiscal quarter. Open Trading Windows (unless a Blackout Period is in effect) Fiscal Quarter Beginning: Ending at 11:59pm Eastern Time on: Q1 = July through September Two full trading days after the public news release of earnings data for the prior fiscal quarter or year September 15 Q2 = October through December December 15 Q3 = January through March March 15 Q4 = April through June June 15

7 | Confidential | Proprietary | Examples of a Trading Window for Reference: If the release of quarterly or annual earnings is disclosed at: • 8:00 a.m., Eastern Time, on a Monday, then trading may commence when markets open at 9:30 a.m., Eastern Time, on Wednesday; • 5:00 p.m., Eastern Time, on Monday, then trading may commence after 9:30 a.m., Eastern Time, on Thursday; or • 11:00 a.m., Eastern Time, on Monday, then trading may commence when markets open at 9:30 a.m., Eastern Time, on Thursday. This is because you must wait TWO FULL TRADING DAYS after the release of earnings to commence trading. After the close of the Window Period, except as set forth in Section D, Permanent Restricted Persons and Other Restricted Persons may not purchase, sell or otherwise dispose of any of the Company’s securities. The prohibition against trading while aware of, or tipping of, Material Non-Public Information applies even during a Window Period. For example, if during a Window Period, a material acquisition or divestiture is pending or a forthcoming publication in the financial press may affect the relevant securities market, you may not trade in the Company’s securities. You must consult the General Counsel whenever you are in doubt. 5. Suspension of Trading. From time to time, the Company may require that directors, officers, selected employees and/or others suspend trading in the Company’s securities because of developments that have not yet been disclosed to the public. All those affected shall not trade in our securities while the suspension is in effect and shall not disclose to others that we have suspended trading for certain individuals. Though these blackouts generally will arise because the Company is involved in a highly-sensitive transaction, they may be declared for any reason. If the Company declares a blackout to which you are subject, a member of the Company’s legal department will notify you when the blackout begins and when it ends. 6. Notification of Window Periods. In order to assist you in complying with this Policy, the Company will deliver a communication notifying all Permanent Restricted Persons and Other Restricted Persons when the Window Period has opened and when the Window Period is about to close. The Company’s delivery or non-delivery of these communications does not relieve you of your obligation to only trade in the Company’s securities in full compliance with this Policy. 7. Hardship Exemptions. Those subject to the Window Periods or a blackout pursuant to Section E.5 may request a hardship exemption for periods outside the Window Periods or during a blackout, as applicable, if they are not in possession of Material Non-Public Information and are not otherwise prohibited from trading pursuant to this Policy. Hardship exemptions are granted infrequently and only in exceptional circumstances. Any request for a hardship exemption should be made to the General Counsel.

8 | Confidential | Proprietary | F. 10B5-1 PLANS 1. 10b5-1 Trading Plans. A 10b5-1 trading plan is a binding, written contract between you and your broker that specifies the price, amount, and date of trades to be executed in your account in the future, or provides a formula or mechanism that your broker will follow. A 10b5-1 trading plan can only be established when you are NOT aware of Material Non-Public Information. Therefore, Insiders cannot enter into these plans at any time when they are aware of Material Non-Public Information and, in addition, persons subject to the pre-clearance requirements of this Policy described in Section E cannot enter into these plans outside Window Periods. In addition, a 10b5-1 trading plan must not permit you to exercise any subsequent influence over how, when, or whether the purchases or sales are made. 2. Benefit. You have an affirmative defense against any claim by the SEC against you for insider trading if your trade was made under a 10b5-1 trading plan that you entered into when you were not aware of Material Non-Public Information. The rules regarding 10b5-1 trading plans are complex and you must fully comply with them. You should consult with your legal advisor and the General Counsel before proceeding. 3. Pre-Clearance. Each individual must pre-clear with the General Counsel its proposed 10b5- 1 trading plan prior to the establishment of such plan. The Company reserves the right to withhold pre-clearance of any 10b5-1 trading plan at any time. Any modification or termination of a pre-approved 10b5-1 trading plan also requires pre-clearance by the General Counsel. Such modification or termination must occur when you are not aware of any Material Non- Public Information and must comply with the Company’s guidelines and the requirements of the rules regarding 10b5-1 trading plans and, if you are subject to Window Period restrictions, must take place during a Window Period. Notwithstanding any pre-clearance of a 10b5-1 trading plan or any modification or termination of a 10b5-1 trading plan, the Company assumes no liability and expressly disclaims civil or other liability for establishment, amendment, termination, or the consequences of any transaction made pursuant to such plan. 4. Cooling Off Period. The Company will adopt separate guidelines in compliance with Rule 10b5-1, which will include the required “cooling off” period between the time that you enter a plan and the time that trading commences under a plan, in accordance with the U.S. federal securities laws. 5. Timing. Your 10b5-1 trading plan should be structured to avoid purchases or sales shortly before known announcements, such as quarterly or annual earnings announcements. Even though transactions executed in accordance with a properly formulated 10b5-1 trading plan are exempt from the insider trading rules, the trades may nonetheless occur at times shortly before we announce material news, and the investing public and media may not understand the nuances of trading pursuant to a 10b5-1 trading plan. This could result in negative publicity for you and the Company if the SEC or The Nasdaq Stock Market were to investigate your trades. 6. No Additional Pre-Clearance. Transactions effected pursuant to a pre-cleared 10b5-1 trading plan will not require further pre-clearance at the time of the transaction if the plan specifies the dates, prices and amounts of the contemplated trades, or establishes a formula for determining the dates, prices and amounts.

9 | Confidential | Proprietary | G. SHORT SALES No Short Sales or Speculative Transactions. Short sales of the Company’s securities (i.e., selling stock that is not owned and borrowing the shares to make delivery) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. No director, officer or employee, whether or not they possess Material Non-Public Information, may trade in options (other than the exercise of a grant of options by the Company), warrants, puts and calls or similar instruments on the Company’s securities or sell Company securities “short” (i.e., selling stock that is not owned and borrowing the shares to make delivery). Such activities may put the personal gain of the director, officer or employee in conflict with the best interests of the Company and its security- holders or otherwise give the appearance of impropriety. H. HEDGING7 Hedging Transactions. Hedging transactions involve the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or any other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of registrant equity securities. Such transactions may permit a director, officer or employee to continue to own the Company’s securities but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, directors, officers and employees are prohibited from engaging in any such transactions. I. PLEDGING Margin Accounts and Pledges. Securities purchased on margin may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities held in an account which may be borrowed against or are otherwise pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Accordingly, if you purchase securities on margin or pledge them as collateral for a loan, a margin sale or foreclosure sale may occur at a time when you are aware of Material Non-Public Information or otherwise are not permitted to trade in our securities. The sale, even though not initiated at your request, is still a sale for your benefit and may subject you to liability under the insider trading rules if made at a time when you are aware of Material Non-Public Information. Similar cautions apply to a bank or other loans for which you have pledged stock as collateral. Therefore, no director, officer or employee, whether or not in possession of Material Non- Public Information, may purchase the Company’s securities on margin, or borrow against any 7 Note to Company: In the United States, it is generally considered to be a good governance practice to prohibit hedging by executives and directors, and accordingly, it has become standard for U.S. public companies to prohibit hedging in some form. In this vein, a decreasing number of companies include the following in their policies: “Therefore, the Company strongly discourages you from engaging in such transactions. Any person wishing to enter into such an arrangement must first submit the proposed transaction for approval by the General Counsel. Any request for pre-clearance of a hedging transaction must be submitted to the General Counsel at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction.

10 | Confidential | Proprietary | account in which the Company’s securities are held, or pledge the Company’s securities as collateral for a loan. J. POTENTIAL CRIMINAL AND CIVIL LIABILITY AND/OR DISCIPLINARY ACTION 1. Individual Responsibility. Each Insider is individually responsible for complying with the securities laws and this Policy, regardless of whether the Company has prohibited trading by that Insider or any other Insiders. Trading in securities during the Window Periods and outside of any blackout should not be considered a “safe harbor.” We remind you that, whether or not during a Window Period, you may not trade securities when you are aware of Material Non-Public Information. You should also bear in mind that any proceeding alleging improper trading will necessarily occur after the trade has been completed and is particularly susceptible to second-guessing with the benefit of hindsight. Therefore, as a practical matter, before engaging in any transaction you should carefully consider how enforcement authorities and others might view the transaction in hindsight. Further, whether or not you possess Material Non-Public Information, it is advisable that you invest in the Company’s securities or the securities of any company that has a substantial relationship with the Company from the perspective of a long term investor who would like to participate over time in the Company’s or such company’s earnings growth. 2. Controlling Persons. The securities laws provide that, in addition to sanctions against an individual who trades illegally, penalties may be assessed against what are known as “controlling persons” with respect to the violator. The term “controlling person” is not defined, but includes employers (i.e., the Company), its directors, officers and managerial and supervisory personnel. The concept is broader than what would normally be encompassed by a reporting chain. Individuals may be considered “controlling persons” with respect to any other individual whose behavior they have the power to influence. Liability can be imposed only if two conditions are met. First, it must be shown that the “controlling person” knew or recklessly disregarded the fact that a violation was likely. Second, it must be shown that the “controlling person” failed to take appropriate steps to prevent the violation from occurring. For this reason, the Company’s supervisory personnel are directed to take appropriate steps to ensure that those they supervise, understand and comply with the requirements set forth in this Policy. 3. Potential Sanctions. (a) Liability for Insider Trading and Tipping. Insiders, controlling persons and the Company may be subject to disgorgement of ill-gotten gains or losses avoided, civil penalties, criminal penalties and/or jail for trading in securities when they have Material Non-Public Information or for improper transactions by any person to whom they have disclosed Material Non-Public Information, or to whom they have made recommendations or expressed opinions on the basis of such information about trading securities (e.g., the “tippee”). The SEC has imposed large penalties even when the disclosing person did not profit from the trading. A criminal prosecution can result in a fine of millions of dollars (no matter how small the profit or even if there is a loss) and imprisonment for up to 20 years.8 Civil actions may be brought by a private plaintiff or the SEC. The SEC also has the authority to obtain a court order 8 Note to Company: The maximum penalty for corporations and entities is $25 million. 15 U.S.C. § 78ff

11 | Confidential | Proprietary | that bars a person who has engaged in insider trading from serving as a director or officer of a public company or from appearing or practicing before the SEC as an accountant. The SEC, the stock exchanges and the Financial Industry Regulatory Authority use sophisticated electronic surveillance techniques to uncover insider trading. Before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight. (b) Possible Disciplinary Actions. Company Personnel who violate this Policy will be subject to disciplinary action, up to and including termination of employment for cause, whether or not the Company Personnel’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage a career. 4. Questions and Violations. Anyone with questions concerning this Policy or its application should contact the General Counsel at alec.waugh@vast.energy. Any violation or perceived violation should be reported immediately to the General Counsel. K. CONFIDENTIALITY 1. Non-Disclosure. No Company Personnel should disclose Non-Public Information regarding the Company to non-Company Personnel (including to family members), except when such disclosure is needed to carry out the Company’s business and then only when the Company Personnel disclosing the information has no reason to believe that the recipient will misuse the information. When such information is disclosed, the recipient should be told that such information may be used only for the business purpose related to its disclosure and that the information must be held in confidence. Company Personnel should disclose Non-Public Information to other Company Personnel only in the ordinary course of business, for legitimate business purposes and in the absence of reasons to believe that the information will be misused or improperly disclosed by the recipient. Written information should be appropriately safeguarded and should not be left where it may be seen by persons not entitled to the information, and Material Non-Public Information should not be discussed with any person within the Company under circumstances where it could be overheard. 2. Financial Community Inquiries. In addition to other circumstances where it may be applicable, this confidentiality policy must be strictly adhered to in the contexts of any inquiries received from the press, securities analysts or other members of the financial community. It is important that responses to any such inquiries be made on behalf of the Company by a duly designated officer and in accordance with the Company’s Policy on Regulation FD. Accordingly, Company Personnel should not respond to any such inquiries and should refer all such inquiries to the General Counsel. See also, Statement of Policy, Sections C.4 and C.5. L. LEGAL EFFECT OF THIS POLICY This Policy with respect to insider trading and the disclosure of confidential information, and the procedures that implement this Policy, are not intended to serve as precise recitations of the legal prohibitions against insider trading and tipping which are highly complex, fact specific and evolving. Certain of the procedures are designed to prevent even the appearance of impropriety and in some respects may be more restrictive than the securities laws. Therefore, these procedures are not intended to serve as a basis for establishing civil

ATTESTATION AND ACKNOWLEDGMENT OF VAST RENEWABLES LIMITED INSIDER TRADING COMPLIANCE POLICY You must review and sign the acknowledgment below and return to the Company’s Legal Department as soon as possible. By my signature below, I acknowledge that: 1. I have received and read this Policy, and 2. I will comply with this Policy for as long as I am subject to this Policy. Signature: ____________________________ Name (printed): _________________________ Date: _________________________________

Request for Approval to Trade Company Securities Type of Security [check all applicable boxes] ❑ Common stock ❑ Preferred stock ❑ Restricted stock ❑ Stock Option Number of Shares ____________________ Proposed Date of Transaction ____________________ Type of Transaction ❑ Stock option exercise – Exercise Price $_______/share Exercise Price paid as follows: ❑ Broker’s cashless exchange ❑ cash ❑ pledge ❑ other _____________________ Withholding tax paid as follows: ❑ Broker’s cashless exchange ❑ cash ❑ other _____________________ ❑ Purchase ❑ Sale ❑ Gift ❑ Other _____________________________ Broker Contact Information Company Name ___________________________________________ Contact Name ___________________________________________ Telephone ___________________________________________ Email Address ___________________________________________ Account Number ___________________________________________ Social Security or other Tax Identification Number __________________________ Status (check all applicable boxes)

Executive Officer ☐ Board Member ☐ Filing Information (check all applicable boxes and complete blanks) Is a Form 144 Necessary to effect the trade for which you seek pre-clearance here, and have you confirmed with your broker that it will be filed with the SEC (a Form 144 is required if the amount of securities to be sold in reliance upon this rule during any three month period exceeds 5,000 shares or other units or has an aggregate sale price in excess of $50,000)? ☐ Date of filing of last Form 144 _____________________________________ I am not currently in possession of any material non-public information relating to the Company and its subsidiaries. I hereby certify that the statements made on this form are true and correct. I understand that clearance may be rescinded prior to effectuating the above transaction if material non-public information regarding the Company arises and, in the reasonable judgment of the Company, the completion of my trade would be inadvisable. I also understand that the ultimate responsibility for compliance with the insider trading provisions of the federal securities laws rests with me and that clearance of any proposed transaction should not be construed as a guarantee that I will not later be found to have been in possession of material non-public information. I also hereby certify that if the trade being pre-cleared requires a Form 144, I will make reasonable best efforts to file or cause my broker to file timely a Form 144 as required by Rule 144 under the Securities Act of 1933, as amended. Signature _____________________________ Date ________________________ Print Name ____________________________ Telephone Number and Email Address Where You May Be Reached ________________________ ________________________ ☐ Request Approved (transaction must be completed during the Window Period (as defined in this Policy) in which this approval was granted and in any event within two business days after approval). ☐ Request Denied ☐ Request Approved with the following modification __________________________ Signature _____________________________ Date _____________________________


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Emerging growth company	x


			Page
Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary			2
PART I			12
Item 1. Identity of Directors, Senior Management and Advisors			12
Item 2. Offer Statistics and Expected Timetable			12
Item 3. Key Information			12
Item 4. Information on the Company			53
Item 4A. Unresolved Staff Comments			73
Item 5. Operating and Financial Review and Prospects			74
Item 6. Directors, Senior Management and Employees			85
Item 7. Major Shareholders and Related Party Transactions			94
Item 8. Financial Information			103
Item 9. The Offer and Listing			103
Item 10. Additional Information			104
Item 11. Quantitative and Qualitative Disclosures About Market Risk			111
Item 12. Description of Securities Other than Equity Securities			111
PART II			113
Item 13. Defaults, Dividend Arrearages and Delinquencies			113
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds			113
Item 15. Controls and Procedures			113
Item 16. [Reserved]			113
Item 16A. Audit committee financial expert			113
Item 16B. Code of Ethics			114
Item 16C. Principal Accountant Fees and Services			114
Item 16D. Exemptions from the Listing Standards for Audit Committees			115
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers			115
Item 16F. Change in Registrant's Certifying Accountant			115
Item 16G. Corporate Governance			115
Item 16H. Mine Safety Disclosure			116
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			117
Item 16J. Insider trading policies			117
Item 16K. Cybersecurity			117
PART III			119
Item 17. Financial Statements			119
Item 18. Financial Statements			F-1
Item 19. Exhibits			II-2
Signatures			II-6


	For the Year Ended June 30,
	2024	2023

	(in thousands of $ unless otherwise indicated)
Consolidated Statement of Profit or Loss and Other Comprehensive Income:
Revenue
Revenue from customers	342	268
Grant revenue	—	651
Total revenue	342	919
Expenses
Employee benefits expense	5,274	2,984
Consultancy expenses	3,943	2,134
Administrative and other expenses	10,529	8,080
Share based listing expenses	106,055	—
Raw materials and consumables used	815	600
Depreciation expense	84	49
Finance costs, net	1,947	2,518
Share in loss of jointly controlled entities	206	254
Gain/(loss) on derivative financial instruments	164,935	(105)
Total expenses	293,787	16,514
Net loss before income tax	(293,445)	(15,595)
Income tax benefit	—	378
Net loss	(293,445)	(15,217)
Other comprehensive income that may be reclassified to profit or net loss in subsequent periods:
Gain on foreign currency translation	(402)	891
Total Comprehensive Loss for the year	(293,848)	(14,326)


	Year Ended June 30,
	2024		2023

	(In thousands)
Refundable R&D tax offset for the year	$	—	$	651
R&D Tax credit recoveries recognized as grant income	$	—	$	651


Beneficial Owners	Ordinary Shares	% of Total Ordinary Shares

Directors and Executive Officers(1)
Craig Wood(2)	661,331	2.2%
Marshall (Mark) D. Smith	—	—%
Kurt Drewes(3)	396,799	1.3%
Alec Waugh	—	—%
Sue Opie	—	—%
Peter Botten	—	—%
Colleen Calhoun(4)	100,000	*
William Restrepo(5)	687,604	2.3%
Colin Richardson	—	—%
John Yearwood(6)	923,762	3.0%
Tom Quinn	—	—%
All directors and executive officers as a group (11 individuals)	2,770,996	8.9%
Five Percent or More Shareholders
AgCentral Energy Pty Limited(7)	21,180,633	70.7%
Nabors Lux 2 S.a.r.l.(8)	11,907,025	31.8%
Anthony G. Petrello(9)	3,299,151	10.2%


o			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Not Applicable (Translation of Registrant’s name into English)			Australia (Jurisdiction of incorporation or organization)


			o			U.S. GAAP
			x			International Financial Reporting Standards as issued by the International Accounting Standards Board
			o			Other


Vast						Page
Audited Consolidated Financial Statements
Report of independent registered public accounting firm (PricewaterhouseCoopers, Sydney, Australia, Auditor Firm ID: 1379)						F-2
Consolidated statements of profit or loss and other comprehensive income for the years ended June 30, 202 4, 2023 and 2022						F-3
Consolidated statements of financial position as of June 30, 2024 and 2023						F-4
Consolidated statements of changes in equity for the years ended June 30, 20 24, 2023 and 2022						F-5
Consolidated statements of cash flows for the years ended June 30, 2024, 2023 and 2022						F-6
Notes to the consolidated financial statements						F-7


		Year Ended
	Note	June 30, 2024		June 30, 2023		June 30, 2022

		(In thousands of US Dollars, except per share amounts)
Revenue:
Revenue from customers	3	$	342	$	268	$	163
Grant revenue	4	—		651		1,754
Total revenue		342		919		1,917

Expenses:
Employee benefits expenses	5	5,274		2,984		2,756
Consultancy expenses	5	3,943		2,134		1,934
Administrative and other expenses	5	10,529		8,080		1,618
Share based listing expenses	25	106,055		—		—
Raw materials and consumables used	5	815		600		241
Depreciation expense		84		49		47
Finance costs, net		1,947		2,518		2,119
Share in loss of jointly controlled entities		206		254		10
(Gain)/loss on derivative financial instruments	22	164,935		(105)		3
Total expenses		293,787		16,514		8,728

Net loss before income tax		(293,445)		(15,595)		(6,811)
Income tax benefit	6	—		378		618
Net loss		(293,445)		(15,217)		(6,193)
Other comprehensive income that may be reclassified to profit or net loss in subsequent periods:
Gain on foreign currency translation	20	(402)		891		1,379
Total comprehensive loss for the year		$	(293,848)	$	(14,326)	$	(4,814)

Loss per share:
Basic loss per share	7	$	(17.50)	$	(7.08)	$	(2.88)
Diluted loss per share	7	$	(17.50)	$	(7.08)	$	(2.88)
Weighted-average number of common shares outstanding (in thousands):
Basic		16,764		2,149		2,149
Diluted		16,764		2,149		2,149


					Reserves
(In thousands of US Dollars)	Issued Capital		Share-based Payment Reserve		Capital Contribution		Foreign Currency Translation		Accumulated Losses		Total Equity/ (Deficit)
Notes	19		20		20		20		21
As of July 1, 2021	$	2,354	$	4	$	1,755	$	1,015	$	(18,239)	$	(13,111)
Loss for the year	—		—		—		—		(6,193)		(6,193)
Other comprehensive income	—		—		—		1,379		—		1,379
Modification of convertible notes, net of tax	—		—		1,697		—		—		1,697
As of June 30, 2022	$	2,354	$	4	$	3,452	$	2,394	$	(24,432)	$	(16,228)
Loss for the year	—		—		—		—		(15,217)		(15,217)
Other comprehensive income	—		—		—		891		—		891
Modification of convertible notes, net of tax	—		—		1,139		—		—		1,139
As of June 30, 2023	$	2,354	$	4	$	4,591	$	3,285	$	(39,649)	$	(29,415)
Loss for the year	—		—		—		—		(293,445)		(293,445)
Other comprehensive income	—		—		—		(402)		—		(402)
Share-based Compensation - earnout shares	—		24,290		—		—		—		24,290
Issuance of shares to employees	638		—		—		—		—		638
Conversion of debt to equity	208,800		—		(4,591)		—		—		204,209
Shares issued to acquire NETC	67,799		—		—		—		—		67,799
PIPE funding	17,506		—		—		—		—		17,506
Shares issued as settlement of transaction expenses	2,057		—		—		—		—		2,057
Transaction cost accounted for as a deduction from equity	(1,536)		—		—		—		—		(1,536)
As of June 30, 2024	$	297,618	$	24,294	$	—	$	2,883	$	(333,094)	$	(8,300)


Class of Property, plant and equipment						Depreciation rate
Office equipment						10 – 50%


	As of July 1, 2023		(Charged)/ credited to profit or loss*		Movement in equity		Exchange differences (charged)/credited to comprehensive loss		As of June 30, 2024

	(In thousands of US Dollars)
Derivative financial instruments	$	—	$	169	$	—	$	—	$	169
Contract liabilities	1		(1)		—		—		—
Lease liabilities	13		117		—		—		130
Share of loss of equity-accounted investee	15		(15)		—		—		—
Unused tax losses carryforwards	390		(390)		—		—		—
Provisions and accruals	—		400		—		2		$	402
Patent expenditure	—		88		—		1		89
Blackhole expenditure	—		884		—		—		884
Deferred tax assets	$	419	$	1,253	$	—	$	3	$	1,675


	As of July 1, 2022		(Charged)/ credited to profit or loss		Movement in equity		Exchange differences (charged)/credited to comprehensive loss		As of June 30, 2023

	(In thousands of US Dollars)
Derivative financial instruments	$	8	$	(8)	$	—	$	—	$	—
Deferred income	26		(24)		—		(1)		1
Lease liabilities	23		(9)		—		(1)		13
Share of loss of equity-accounted investee	2		13		—		—		15
Unused tax losses carryforwards	466		(58)		—		(18)		390
Provisions and accruals	93		(90)		—		(3)		—
Deferred tax assets	$	618	$	(176)	$	—	$	(23)	$	419


	June 30,
	2024	2023

	(In thousands of US Dollars)
Unearned revenue	—	2


	June 30, 2024		June 30, 2023
	Current	Non-current	Current	Non-current

	(In thousands of US Dollars)
Convertible Notes - AgCentral Energy	—	—	14,281	—
Senior Convertible Notes - AgCentral Energy and Nabors Lux	—	—	—	7,134
Shareholders Loan - AgCentral Energy	—	—	5,531	—
Promissory Note - EDF	—	5,869	—	—
Backstop Agreement - Nabors	—	6,953	—	—
	—	12,821	19,812	7,134


		Twelve Months Ended June 30,
		2024	2023
		(In thousands of US Dollars)
Interest expense by applying effective interest rate	Promissory Note – EDF	522	—
		522	—


Note	Face Value per note (AUD)	Tranche	Issuance Date	No. of notes issued	Total Face value (In thousands of AU Dollars)	Total Face value (In thousands of US Dollars)
Convertible Note 3	349.34	1	June 30, 2016	26,802	9,363	6,548
		2	September 15, 2016	715	250	172
		3	November 23, 2016	715	250	170
					9,863	6,890
Convertible Note 4	17.68	1	January 18, 2018	62,216	1,100	876
		2	January 31, 2018	5,656	100	81
		3	February 7, 2018	11,312	200	158
		4	February 26, 2018	8,484	150	118
		5	March 23, 2018	25,452	450	347
		6	May 23, 2018	11,313	200	151
		7	May 28, 2018	11,313	200	152
		8	June 12, 2018	47,511	840	640
		9	September 10, 2019	105,602	1,867	1,280
		10	September 25, 2019	70,701	1,250	848
					6,357	4,651
Convertible Note 5	0.01	1	August 11, 2020	87,500,000	875	628
		2	April 27, 2021	87,500,000	875	682
					1,750	1,310
Senior Convertible Note	USD1.00	1	February 15, 2023	2,500,000	3,604	2,500
		2	April 13, 2023	2,500,000	3,731	2,500
		3	June 27, 2023	2,500,000	3,725	2,500
		4	August 15, 2023	2,500,000	3,839	2,500
		5	October 24, 2023	2,500,000	3,931	2,500
					18,830	12,500
					36,800	25,351


		June 30,
Component	Particulars	2024	2023

		(In thousands of US Dollars)
Embedded derivative	Convertible Note 3	—	—
	Convertible Note 4	—	—
	Convertible Note 5	—	18
	Senior Convertible Note	—	174
		—	192
Interest expense by applying respective effective interest rate applicable to the tranches	Convertible Note 3	431	950
	Convertible Note 4	506	995
	Convertible Note 5	58	127
	Senior Convertible Note	309	94
		1,304	2,166


		Place of incorporation	Ownership interest
Name	Type		2024		2023
Nabors Transition Energy Corp	Subsidiary	United States	100	%	0	%
Neptune Merger Sub, Inc.	Subsidiary	United States	0	%	100	%
NWQHPP Pty Ltd	Subsidiary	Australia	100	%	100	%
Solar Methanol 1 Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Solar Aurora Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Solar 1 Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Solar Consulting Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Employee Shareholdings Pty Ltd	Subsidiary	Australia	100	%	0	%
Vast Intermediate HoldCo Pty Ltd	Subsidiary	Australia	100	%	0	%
Vast Australia HoldCo Pty Ltd	Subsidiary	Australia	100	%	0	%
HyFuel Solar Refinery Pty Ltd	Subsidiary	Australia	100	%	0	%
Vast Renewables HoldCo Corp	Subsidiary	United States	100	%	0	%
Vast Renewables Management Services LLC	Subsidiary	United States	100	%	0	%
Vast US Projects HoldCo Corp	Subsidiary	United States	100	%	0	%
El Paso ProjectCo LLC	Subsidiary	United States	100	%	0	%


(In thousands of US Dollars)
Initial investment in SiliconAurora Pty Ltd						69
Transaction costs						56
Deferred consideration						1,578
Total consideration						1,703
Relating to:
– Call option issued to shareholder						96
– 50% interest in SiliconAurora Pty Ltd						1,607

Carrying value of interest in joint venture at June 30, 2024						1,065


	June 30, 2024
	(In number of shares)	(In thousands of US Dollars)
Issuance of shares to employees(1a)(b)	2,301,433	638
Conversion of debt to equity(1c)(2)	15,956,925	208,800
Shares issued to acquire NETC(3)(4)(5)	5,654,616	67,799
PIPE funding(6)	1,715,686	17,506
Shares issued as settlement of transaction expenses(7)	171,569	2,057
Transaction costs accounted for as a deduction from equity (IAS 32)	—	(1,536)
Movement in Issued capital	25,800,229	295,264


	2024	2023	2022

	(In thousands of US Dollars)
As of July 1	(39,649)	(24,432)	(18,239)
Loss during the year	(293,445)	(15,217)	(6,193)
As of June 30	(333,094)	(39,649)	(24,432)


Movements in derivative financial instruments						(In thousands of US Dollars)
Opening balance as of July 1, 2023						192
Additions – Embedded derivative associated to EDF Promissory Note						5,616
Additions – Embedded derivative associated to Senior Convertible Notes						288
Fair value changes recognised as unrealised loss in profit or loss – Embedded derivative associated with EDF Promissory Note						(4,925)
Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Senior Convertible Notes						2,334
Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Convertible Notes 3,4 and 5						168,042
Conversion to Issued Capital upon consummation of the Capital Reorganisation - Embedded derivatives associated with Convertible Notes 3,4 and 5 and Senior Convertible Notes						(170,986)
Closing balance as of June 30, 2024						561

Opening balance as of July 1, 2023						32
Fair value changes recognised as unrealised gain in profit or loss						(5)
Closing balance as of June 30, 2024						27


	As of June 30, 2024
	(In thousands of US Dollars)
	Carrying amount	Total contractual cash flows	2 months or less	3 – 36 months	Beyond 36 months
Promissory Note - EDF	(5,869)	10,928	—	—	(10,928)
Backstop Agreement - Nabors	(6,953)	6,953	—	(6,953)	—
Deferred consideration	(959)	994	—	(994)	—
Trade Payables	(5,157)	5,157	(5,157)	—	—
Warrants liability	(3,670)	3,670		(3,670)	—
Lease liabilities	(433)	578	(20)	(199)	(359)
Total non-derivatives	(23,040)	28,280	(5,177)	(11,816)	(11,287)


Ordinary Shares issued in exchange for the following (in thousands):
NETC Class A Common Stock(b)			805
Backstop Commitment Fee(f)			350
NETC Class F Common Stock(b)			3,000
Accelerated Earnback Shares(f)			1,500
Ordinary Shares issued			5,655

Fair value of Ordinary shares issued in exchange for NETC shares valued at $11.99 per share			67,799
Vast Warrants issued in exchange for NETC warrants(c)			4,129
Shares issued as settlement of transaction expenses(e)			307
Fair value of earnout for NETC Sponsor(g)(h)			22,576
Fair value of share consideration			94,811

Adjusted NETC’s net liabilities upon closing(a)			11,206
Total			106,017


			As at December 18, 2023 (in thousands)
Assets:
Cash			9,203
Prepaid expenses			1,325
Total assets			10,528
Liabilities:
Trade and Other Payables			21,525
Income taxes payable			209
Total liabilities			21,734

Total net liabilities			(11,206)


	Shares issued upon closing of the Capital Reorganisation
	Ownership in shares	%
Legacy Vast shareholders	20,499,999	70.0%
Other	804,616	2.7%
NETC initial stockholders	4,500,000	15.4%
Shares issued to Nabors Lux and AgCentral Energy in connection with financing transactions	3,315,700	11.3%
Shares issued as settlement of transaction expenses	171,569	0.6%
Total shares issued upon closing	29,291,884	100%


		Place of incorporation	Ownership interest
Name	Type		2024		2023		2022
AgCentral Energy Pty Ltd	Parent	Australia	71		100	%	—
AgCentral Pty Ltd	Parent	Australia	—		—		100	%
Nabors Industries Ltd.	Shareholder	USA	32	%	—		—


	For the year ended June 30,
	2024	2023	2022

	(In thousands of US Dollars)
Lease rental payment to other related parties	50	43	44
Loan drawn down from parent entity – subsequently converted to Issued Capital upon consummation of the Capital Reorganisation	12,500	4,015	1,838
Loan drawn down from investors – subsequently converted to Issued Capital upon consummation of the Capital Reorganisation	10,000	9,348	2,091
Backstop Facility drawn down from investors	6,953	—	—
Gain on modification of borrowings recognised in the Capital contribution reserve	(4,591)	1,139	1,697
Settlement of all Convertibles Notes, Senior Convertible Notes and Loans from Shareholder upon consummation of the Capital Reorganisation	(226,373)	—	—
Gain on revaluation of derivative financial instruments	170,376	(105)	(3)
Movement in Investment in joint venture	(206)	(242)	1,712
Share based payment expense for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast.	1,676	—	—


	June 30,
Net debt	2024	2023

	(In thousands of US Dollars)
Cash and cash equivalents	11,081	2,060
Borrowings and other financial liabilities	(12,821)	(26,946)
Lease liabilities	(433)	(54)
Net debt	(2,172)	(24,940)


	Liabilities from financing activities
	Borrowings and other financial liabilities	Leases

	(In thousands of US Dollars)
Net debt as of July 1, 2021	(15,431)	(137)
Proceeds from loan from related party	(1,838)	—
Capital contribution (excluding tax impact)	2,315	—
Fixed payments	—	46
Interest payments	(2,109)	(10)
Interest expense	1,431	8
Net debt as of July 1, 2022	(15,632)	(93)
Proceeds from loan from related party	(11,138)	—
Capital contribution (excluding tax impact)	1,517	—
Fixed payments	—	43
Interest expense	(2,461)	(6)
Foreign exchange differences	767	3
Net debt as of June 30, 2023	(26,946)	(53)
Proceeds from loans	(35,285)	—
Additions	(5,000)	(394)
Conversion of loans from AgCentral Energy Ltd	34,447	—
Conversion of loans from Nabors Lux	15,000	—
Fair value of embedded derivatives	5,486	—
Fixed payments	—	55
Interest expense	(522)	(23)
Foreign exchange differences	—	(18)
Net debt as of June 30, 2024	(12,821)	(433)