Exhibit 99.1 

Vermilion Energy Inc. ("Vermilion", the "Company", "we", "us", "our") hopes you join us at our shareholder meeting. Please read this Notice of Meeting, Proxy Statement and Management Information Circular ("Circular") and then vote your common shares.

Meeting Details

Our cover photo highlights Nature Conservancy Canada’s Coyote Lake Nature Sanctuary, located east of our Deep Basin headquarters in Drayton Valley, Alberta. Vermilion has operated in the Deep Basin - now our largest producing asset - for nearly three decades, investing in responsible growth and supporting our surrounding communities. Over the past decade, Coyote Lake has become a favorite location for our volunteer Days of Caring, where our teams have contributed to maintaining the sanctuary’s trails and amenities. Approximately 90% of Vermilion's production comes from our global gas portfolio, comprised of Canadian liquids-rich natural gas fairway in the Deep Basin and Montney, and premium-priced natural gas in Europe.

Photo credit: Nature Conservancy Canada

Overview of 2025

Operating Highlights

Vermilion had a very impactful year, positioning ourselves as a global gas producer with top decile realized gas prices, a lower cost structure and a long-duration asset base capable of delivering sustainable free cash flow for decades to come.

Financial Highlights

We are financially disciplined with a focus on creating long-term stakeholder value with emphasis on maintaining a strong balance sheet, generating sustainable excess free cash flow per share and increasing return of capital.

Strategic Advantage

Vermilion is a global gas producer, uniquely positioned with top decile realized gas pricing due to our direct exposure to premium-priced European gas and long-duration assets with our liquids-rich Canadian gas and high netback European gas assets.

Transition Year

It was an impactful year for Vermilion. The company completed a strategic portfolio repositioning, including the acquisition of Westbrick Energy Ltd., which greatly increased the scale and duration of our core Deep Basin asset, as well as the divestiture of our Saskatchewan and U.S. assets, which focused the Company on gas-weighted assets in Canada and Europe. Our repositioned global gas portfolio is characterized by higher production per share and a lower cost structure. The long duration of our asset base and our commitment to disciplined capital allocation, combined with a low share count, benefits our shareholders through enhanced per share outcomes. With fewer than 153 million shares outstanding, Vermilion is well positioned to add meaningful per-share value as we execute on our strategic objectives. While total shareholder return (TSR) for the year was negative, this reflects the timing of portfolio changes and broader market conditions rather than a lack of underlying value creation.

In 2025, Vermilion delivered strong operational performance, achieving a 46% increase in production per share and an approximately 30% reduction in unit costs, all during a challenging macroeconomic environment. The Company reduced both capital and operating cost guidance while exceeding its production targets, reflecting strong operational execution and disciplined capital allocation. Production outperformance would have been even greater; however, management prioritized profitability by temporarily shutting in certain volumes during a period of lower natural gas prices in Canada and increasing production later in the year when prices strengthened. This approach reflects the Company’s continued focus on maximizing value rather than simply maximizing volumes.

Vermilion announced its 2026 budget, the first full year as a Global Gas Producer with our repositioned assets, as part of the Q3 2025 release on November 5, 2025. Compared to 2024 - the most recent year prior to our asset high-grading - our 2026 operational guidance reflects an over 40% increase in production per share, as well as a 30% structural improvement in capital efficiency and operating costs. We view these key operational metrics as leading indicators of an improving business that we expect to translate to our financial results, including profitability metrics such as return on capital employed, and to ultimately drive improved performance on relative TSR. Between the Q3 2025 release and March 18, 2026, Vermilion’s total shareholder return was 70%, outperforming the peer group average by approximately 30% over this period.

Performance programs delivered payouts at or above target, reflecting the achievement of critical operational and strategic milestones. This approach reinforces alignment with long-term shareholder value creation, recognizing meaningful progress during a year of changes in the portfolio. As a result, Vermilion is well-positioned to translate these initiatives into sustained shareholder value.

Mr. Hatcher, who has served as CEO for three years, led the Company through this period of portfolio repositioning. While the Board closely monitors TSR and other key performance metrics, it recognizes that the execution of portfolio changes across our diverse business requires time to deliver improvements that flow through to the bottom line. In light of this progress, the Board determined that the compensation outcomes in Schedule B were appropriate and reflect strong pay-for-performance alignment, including a 53% decrease in the realizable value of Mr. Hatcher’s LTIP award that vested in 2025 relative to his grant value.

Meeting

Invitation

Our shareholders are invited to attend our virtual annual general meeting (the "Meeting") where you will vote on the directors to be elected and other important items of business.

After the formal meeting, we will discuss the Company's 2025 results and future plans and activities.

Please read this Circular to learn more about the meeting, our governance practices, the director nominees and executive compensation.

Sincerely,

“Myron M. Stadnyk”

Board Chair

In this section:

Document Information

Vermilion

We use “we”, “our”, “Vermilion”, "Company" and the "Corporation" to refer to Vermilion Energy Inc. in this document.

Date of Information

Information is as of March 18, 2026 unless we note otherwise.

Meeting Materials

Notice and access notification, which will include a link to the Circular and the 2025 annual report ("Meeting Materials").

Currency

All amounts are presented in Canadian dollars. In cases where payments are made in US dollars, they are converted using the exchange rate noted.

Common Shares Outstanding

Vermilion’s common shares ("Common Shares") are our only securities entitled to vote at the Meeting.

Our Common Shares are traded under the symbol VET on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE"). There were 152,599,504 Common Shares outstanding at the close of business on March 18, 2026.

Value of Common Shares

We calculate compensation components using the closing price of the Common Shares on the TSX on December 31, 2025 of $11.42. If a different date is used, we indicate the relevant date and price on that date.

Owners of 10% or More of Our Common Shares

To the knowledge of the directors and officers, no person or company beneficially owns, or controls, or directs, directly or indirectly, 10% or more of the Common Shares.

Indebtedness of Directors and Executive Officers

We do not make loans to our directors or executives and there are no loans outstanding to any of them.

Additional Information

Financial information is provided in the Company’s 2025 comparative annual financial statements

(the “Annual Financial Statements”) and related Management’s Discussion and Analysis ("MD&A").

Additional information relating to Vermilion is available on SEDAR+ at www.sedarplus.ca and on the

SEC’s website at www.sec.gov.

Meeting Information

Interests in Meeting Business and Material Transactions

Our management is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of 2025, is a proposed nominee for election as a director, or of any associates or affiliates of any of the foregoing persons, in any matter to be acted on at the meeting other than the election of directors or the appointment of auditors.

No informed person (as defined in National Instrument 51-102 Continuous Disclosure Obligations) of Vermilion, any proposed director of Vermilion, or any known associate or affiliate of any of the foregoing persons, has had any material interest, direct or indirect, in any transaction, or proposed transaction, which has materially affected or would materially affect Vermilion since the commencement of its most recently completed financial year.

Mailing of Circular

We are mailing this Circular on April 2, 2026 to our shareholders of record who have requested paper copies. We also give materials to brokers, custodians, nominees and fiduciaries, and request the materials be sent to beneficial shareholders promptly.

Notice and Access

We are delivering your Meeting Materials by providing you with a notice and posting the documents on vermilionenergy.com for you to access. Our interactive materials make it easy for you to navigate and access the content. The Meeting Materials will be available on April 2, 2026 and remain accessible for at least a year.

We are mailing a paper copy of our Meeting Materials, including our 2025 financial statements and related Management’s Discussion and Analysis ("MD&A") to all registered shareholders and beneficial shareholders who have requested paper copies. All other beneficial shareholders will receive a voting instruction form and a notice and access notification, including a link to the Meeting Materials.

We use notice and access because it is environmentally friendly and cost-effective. If you received the notice only and would like a paper copy of our materials, send us a request as set out below.

Requesting Paper Copies

We will send you a copy of the annual report (including our financial statements and MD&A), the annual information form ("AIF") and this Circular, free, on request. You can ask for paper copies by:

We file our annual report, AIF and other continuous disclosure documents with Canadian and US securities regulators. You can get copies of documents we file on SEDAR+ at www.sedarplus.ca (Canadian), on the SEC's website at www.sec.gov (US) and vermilionenergy.com.

Meeting Details

The ability to hold a virtual meeting expands participation to shareholders who are not able to attend the meeting in-person, and is an environmentally friendly alternative to traditional in-person meetings.

Participation

Registered shareholders and duly appointed proxyholders will be able to hear the Meeting live, submit questions, address motions and vote their Common Shares on all items of business while the Meeting is being held. While shareholders and duly appointed proxyholders will not be able to attend the Meeting in-person, they will have an equal opportunity to participate in the Meeting, regardless of geographic location, and vote on the matters to be considered at the Meeting.

Attending

Access the Meeting online at https://meetings.lumiconnect.com/400-593-993-161 to attend. Enter vermilion2026 as the password.

Please sign in 30 to 60 minutes early. You can use a computer, tablet or smartphone, with the latest version of Google Chrome, Safari, Microsoft Edge or Firefox for a web browser. Internet Explorer is not supported.

Shareholders select “I have a Control Number/Username” and enter the number from your proxy form and the password above.

Guests select “I am a guest” and complete the requested information.

If you have any difficulties accessing the Meeting or are experiencing issues voting, please email our webcast provider: support-ca@lumiglobal.com or visit our webcast provider’s Knowledge Base at: https://support.lumiglobal.com/knowledge. You can also review our Meeting Guide, included with this Circular in Schedule G.

Asking Questions

You can ask questions before and during the Meeting if you are a registered shareholder or duly appointed proxyholder. During the business of the Meeting, each registered shareholder or proxyholder wishing to address a motion may do so once the speaker indicates the motion is open for discussion, and may have up to five minutes to contribute to the discussion on the motion. The Meeting chair will oversee the Meeting to ensure the Meeting is conducted in an orderly manner. Type the question into the main screen of the virtual meeting platform.

Shareholders may also submit questions before the Meeting to:

Registered shareholders or proxyholders can ask questions, but questions during the Meeting will be limited to the business being discussed. Questions about the Company's business can be asked after the Meeting’s official business is concluded.

Our moderator may aggregate similar questions. The Meeting will be recorded and posted on Vermilion's website, under the heading Invest with Us and subheading Events and Presentations.

Beneficial Shareholders

Beneficial (non-registered) shareholders who appointed themselves as a proxyholder according to the instructions provided by their nominee will be able to ask questions, address motions and vote at the Meeting as set out above.

Beneficial shareholders who did not appoint themselves as a proxyholder will only be able to participate as guests at the Meeting.

Guests

Guests will be able to listen to the proceedings of the Meeting, but cannot vote and may not ask questions or address motions.

Voting Information

Request for Proxies

Our management is requesting your proxies for this Meeting and is paying for the costs incurred. No director of Vermilion has informed management in writing that he/she intends to oppose any action intended to be taken by management at the Meeting.

We will provide Meeting Materials to Broadridge and other intermediaries, and request that those materials be forwarded promptly to our beneficial shareholders.

Record Date

March 18, 2026 is the record date for the Meeting. If you held Common Shares on March 18, 2026, you are entitled to receive notice of the Meeting and attend and vote. You may also be entitled to vote your Common Shares if you bought Common Shares from a registered shareholder and notify Odyssey Trust Company ("Odyssey"), our transfer agent, at least 10 days before the Meeting that you want to vote at the Meeting.

Votes

You are entitled to one vote at the Meeting for each Common Share you hold.

Quorum

We can only act on the items of business if we have a quorum at the Meeting. Our quorum is at least two people holding or representing by proxy at least 25% of the outstanding Common Shares present at the Meeting. Each person must be a registered shareholder or an appointed proxyholder. Anyone who participates in the Meeting electronically counts as being present.

Voting Instructions

If you set out how you want to vote on your proxy or voting direction form, your proxyholder has to vote that way. If you do not set out how you want to vote, your proxyholder will decide for you.

If you sign and date the enclosed proxy or voting direction and do not specify how you want to vote, your Common Shares will be voted as follows:

Approvals

We need a simple majority (50% plus one) of the votes cast at the Meeting to approve the number of directors, elect the directors, approve the appointment of auditors, and in respect of the advisory vote on our approach to executive compensation.

Amendments or Other Business

If any amendments or other matters of business are properly raised at the Meeting, registered shareholders and duly appointed proxyholders will be able to decide to vote for or against these items. We are not aware of any changes to the current business of the Meeting or any other business to be considered at the Meeting.

Vote Counting

Odyssey counts the votes made by proxy. If you have a question about how votes are counted, please contact Odyssey at 1.888.290.1175.

NYSE Rules

Brokers who are subject to the NYSE rules and hold Common Shares (as a nominee) for a beneficial shareholder (see details starting on page 13) may not vote your Common Shares unless they have instructions from you for some items of business. If you do not provide instructions, the votes you submit for director elections and other non-routine matters, including the advisory vote on executive compensation, will not count. The number of Common Shares will be counted for quorum purposes.

Voting Questions

You can contact Odyssey directly at:

Registered Shareholders

You are a registered shareholder if you have the original physical share certificate in your possession or hold your Common Shares through a DRS statement.

Voting Before the Meeting

Voting Yourself During the Meeting

If you want to vote during the Meeting, you will do so electronically through the virtual meeting platform. It is your responsibility to maintain an internet connection during the Meeting.

If you use your control number to log in and have previously voted, you do not need to vote again when polls open, unless you want to change your previous voting instructions. See our Meeting Guide in Schedule G for details on attending and voting at the Meeting.

Appointing a Proxyholder to Vote During the Meeting

Whether or not you attend the meeting, you can appoint someone else to attend and vote as your proxyholder (this can be yourself, the management nominees or another person you choose). Complete the proxy form, sign it and return it. You can select the management nominees listed on the form (by leaving it as is), appoint yourself (by printing your name on the form) or designate someone else (by printing that person's name on the form). If you choose a third-party proxyholder, you will need to register them by emailing appointee@odysseytrust.com. The management nominees named in the form are already registered.

Once a proxyholder is registered, you or the proxyholder will be provided with a control number to access the Meeting. See our Meeting Guide in Schedule G for more details.

Counting Proxyholder Votes

Your votes only count if the person you appointed as proxyholder attends the Meeting and votes. For this reason, we encourage you to vote in advance of the Meeting.

Proxy Deadline

Return your completed proxy in the envelope provided so it arrives by 3:00 pm Mountain Time on May 4, 2026. If the Meeting is postponed or adjourned, your proxy must arrive at least 48 hours (excluding weekends and holidays) before the Meeting is scheduled to start. The time limit for the receipt of proxies may be waived or extended by the Chair of the Meeting.

Revoking your Proxy

You may revoke your proxy before it is acted on. Deliver a written statement that you want to revoke your proxy to our Corporate Secretary by May 5, 2026 (or the last business day before an adjourned or postponed meeting).

If you previously submitted votes electronically, you may change your votes by logging in with your control number and voting again at the Meeting. Only your last voting instructions will be counted.

Beneficial Shareholders

Most people are beneficial shareholders. You are a beneficial shareholder if your Common Shares are not represented by one or more original physical share certificates registered in your name, but rather your Common Shares are deposited and held on your behalf by your bank, trust company, securities broker, trustee or other institution - your nominee.

Voting Before the Meeting

The Company may use the Broadridge QuickVote™ service to assist non-registered beneficial shareholders who are “non-objecting beneficial owners” with voting their Common Shares over the telephone.

Voting During the Meeting

If you want to vote during the Meeting, do not indicate your votes on the voting instruction form. You will also need to appoint yourself as a proxyholder (see Appointing a Proxyholder to Vote During the Meeting below).

Appointing a Proxyholder to Vote During the Meeting

If you want to appoint a proxyholder (yourself, the management nominees or someone else you pick) to vote for you during the Meeting, complete the voting instruction form, sign it and return it. You may choose the management nominees named in the form (fill the form out as is), yourself (print your name on the form) or someone else (print that person’s name on the form).

You will also need to register yourself or any third-party proxyholder at appointee@odysseytrust.com. The management nominees named in the form are already registered. Please also contact your nominee (also called an intermediary) in case there are additional procedures you must follow.

Once a proxyholder is registered, you or they will be provided with a control number to access the Meeting. See our Meeting Guide in Schedule G for more details.

Counting Proxyholder Votes

Your votes can only be counted if the person you appointed as proxyholder attends the Meeting and votes.

If you indicated your votes on the voting instruction form, your proxyholder may not vote at the Meeting. To change your vote and allow your proxyholder to vote, you will need to revoke your proxy (see below) and follow the instructions above.

Form Deadline

Return your completed voting instruction form in the envelope provided so it arrives by 3:00 pm Mountain Time on May 4, 2026. If the Meeting is postponed or adjourned, your voting instruction form must arrive at least 48 hours (excluding weekends and holidays) before the Meeting is scheduled to start. The time limit for the receipt of vote instructions may be waived or extended by the Chair of the Meeting.

Revoking your Proxy

You may revoke your proxy before it is acted on. Follow the procedures your nominee has provided. Your nominee must receive your request to revoke your instructions before 3:00 pm Mountain Time on May 4, 2026 (or the two business days before an adjourned or postponed meeting).

Meeting Business

Financial Statements

Our consolidated financial statements for the year ended December 31, 2025 and the auditor’s report on those statements are included in the annual report.

The annual report is also filed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov). You can also find it at vermilionenergy.com or ask us for a free copy.

Number of Directors

Under our by-laws, shareholders set the number of directors. We propose that 8 directors be elected to hold office until the next annual meeting or their successors are elected or appointed.

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We recommend that you vote FOR fixing the number of directors to be elected at 8.

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The people named in the enclosed proxy will vote FOR fixing the number of directors to be elected at 8 unless you tell them to vote against this item.

Elect Directors

Our director nominees are:

Our nominees are well qualified to be directors of Vermilion. Each has confirmed they are eligible and willing to serve if elected. Read more about them starting on page 39.

If a nominee is not available to serve at the time of the Meeting (and we are not aware of any reason that would happen), the people named in the enclosed proxy will vote for a substitute if one is chosen by the Board.

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We recommend that you vote FOR the election of the 8 nominees set out above.

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The people named in the enclosed proxy will vote FOR the election of the above nominees unless you tell them to withhold your vote.

Majority Voting Policy

We have a majority voting policy (the "Majority Voting Policy") in compliance with TSX requirements. A director who receives more “withhold” than “for” votes will offer to resign (unless there is a contested election). The Governance and Human Resources Committee ("GHRC") will review the matter and recommend to the Board whether to accept the resignation.

The Board will announce its decision within 90 days of the Meeting. We expect to accept the resignation unless there are exceptional circumstances that warrant the director continuing on the Board.

The director may not participate in any deliberations on their resignation.

A copy of the Majority Voting Policy is available at vermilionenergy.com.

Appointment of Auditors

The Audit Committee recommends appointing Deloitte LLP as the auditors for Vermilion for 2026. Deloitte was first appointed as Vermilion’s auditors in 2000.

In accordance with certain regulatory standards and as a means of ensuring the independence and integrity of the audit, lead partners on the audit are rotated every five years, including partners responsible for Vermilion’s material international subsidiaries.

The directors will be authorized to set the fees paid to the auditors.

Audit Fees Paid

More information, including the Audit Committee Mandate, is available in our AIF.

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We recommend that you vote FOR the appointment of Deloitte LLP as auditors.

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The people named in the enclosed proxy will vote FOR the appointment of Deloitte LLP as auditors unless you tell them to withhold your vote.

Say on Pay

Vermilion has provided you with a say on our approach to executive pay since 2013. It helps us engage constructively with shareholders and ensures Board accountability for executive compensation.

At the 2025 Annual Meeting, 54,616,668 votes (94.36%) were cast in favor of our approach to executive compensation, while 3,263,278 votes (5.64%) were cast against it.

Our 2025 executive compensation program was similar in approach to 2024. Read more about how our pay aligned to 2025 performance in the Compensation section starting on page 54.

The GHRC and Board take the results of the say on pay advisory vote into account when considering compensation policies and decisions. While we anticipate your support, if the advisory vote is not well supported the Board will consult with shareholders to better understand their concerns.

At the Meeting the following ordinary resolution will be placed before shareholders for consideration and approval:

“Resolved that, on an advisory basis, and not to diminish the role and responsibilities of the Board, the shareholders accept Vermilion’s approach to executive compensation disclosed in the Proxy Statement and Management Information Circular of Vermilion dated March 18, 2026.”

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We recommend that you vote FOR our approach to executive compensation.

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The people named in the enclosed proxy will vote FOR this resolution unless you tell them to vote against it.

Other Business

If any other matters of business are properly raised at the Meeting, you or your proxyholder will be able to decide to vote for or against each matter. We are not aware of any other items of business to be considered at the Meeting.

Governance

Vermilion is committed to a high standard of corporate governance because it promotes effective decision-making by the Board and is in the best interests of our stakeholders.

In this section:

Task Force on Climate-related Financial Disclosure ("TCFD") Sustainability / ESG

Vermilion's purpose is to responsibly produce essential energy while delivering long-term value to our stakeholders. We believe that applying sustainability principles strengthens shareholder returns, expands opportunities, reduces risks and supports the communities in which we operate.

We use the TCFD framework to manage climate and broader sustainability risks and opportunities, acknowledging how climate issues connect with environmental impacts, social factors such as safety and community engagement, and governance issues.

Our TCFD index follows:

Board Oversight

Integrated Sustainability is one of six strategic pillars in our long-term business plan. The Board oversees our sustainability- and climate-related strategy and performance, which includes our direction, goals and targets, and risks and opportunities.

Our Board committees provide additional ESG and risk oversight in their areas of focus, as detailed on page 22.

The Board and its Safety and Sustainability Committee ("SSC") receive briefings and performance reports at least three times per year on a variety of sustainability- and climate-related matters, including business unit updates, regulatory shifts, environmental and social trends, and/or strategic community investment activities. These are augmented by continuing education from third parties addressing various topics, including climate change and the energy sector, energy transition and ESG factors for institutional investors.

The SSC oversees long-term sustainability strategy, implementation, progress and communications. It also identifies and reviews risks and opportunities associated with sustainability issues and how those are integrated into our enterprise risk management (ERM) system.

The SSC Chair reports at least three times per year to the Board on sustainability issues, ensuring that these are considered in Board decisions such as long-range planning, budget and capital allocation, and acquisitions and divestments. In 2025, the Board and/or SSC followed its previous materiality assessment, climate scenario analysis and emission reduction target-setting by:

Management Role

A comprehensive team of executives and staff integrate sustainability throughout the organization.

Various departments also report sustainability priorities and progress as frequently as weekly to management and quarterly to the Board or committees on issues such as health, safety and environment (HSE) targets and performance, risk management, regulatory changes and public and government relations.

Risk

The Board has ultimate responsibility to oversee risk and risk management within Vermilion. It does so with the assistance of the Board committees who provide risk oversight in areas aligned with their mandates. All committees report to the Board on the risk issues they oversee. See below for an overview of risks that each Committee is responsible for overseeing.

Risk Management

We consider the economic, environmental and social impacts of our operations and integrate the related opportunities and risks into our business strategy. Our Board is responsible for overseeing the full spectrum of risks, including those related to sustainability and climate strategy and performance. Additionally, our Board committees offer focused risk oversight within their respective areas of expertise, as outlined below:

Cybersecurity

We manage cybersecurity risks through a combination of technologies, processes, and practices designed to prevent, detect, and respond to emerging threats. These measures are continually updated as risks evolve.

Our primary cybersecurity risks include loss or destruction of data, unauthorized disclosure of confidential customer or employee information, business disruption, theft or extortion of funds, regulatory non-compliance, loss of competitive advantage and reputational damage.

We rely on advanced controls to protect against cyber-attacks, including:

We engage independent firms to test our firewalls and conduct live cybersecurity exercises. These firms also perform an annual security audit, with the results and recommended mitigation plans presented to the Audit Committee for review. Each year, employees acknowledge their adherence to the information technology responsibilities outlined in our Code of Business Conduct and Ethics (the “Code”).

Our cybersecurity and artificial intelligence risks are reviewed by the Audit Committee on a quarterly basis. The committee receives reports from the Vice President and CFO on projects to strengthen security systems, enhance cyber readiness and address existing and emerging threats. Ongoing cybersecurity and technology education is also provided to our Board through management reports and presentations by external subject matter experts.

Thanks to ongoing vigilance and comprehensive employee awareness programs, Vermilion has not experienced a material cybersecurity event in the past four years.

Business Conduct and Ethics

We expect all of our directors, officers, employees and contractors to act with honesty and integrity. The Code outlines guiding principles that cover, among other things:

The GHRC oversees our processes for compliance with and visibility of the Code. The GHRC reviews the annual sign-offs from all personnel that confirm understanding of and compliance with the Code.

Whistleblower Policy

Employees and other stakeholders may anonymously report concerns with or about:

Reports may be made without fear of discrimination, retaliation or harassment through the following means:

All claims are investigated and reported annually to the GHRC.

You can find a copy of our Code and Whistleblower Policy on our website at vermilionenergy.com.

Diversity

Board Gender Diversity

Vermilion believes that diversity is a strategic objective that leads to a broader range of perspectives and strengthens decision making. We make reasonable efforts to ensure that a diverse group of candidates, including women, are considered for appointment or nomination to the Board.

With respect to gender diversity, Vermilion remains committed to the goal outlined in our Board Diversity Policy, which aspires to have women comprise not less than 30% of the Board. As at the Meeting, women represent 25% of the Board, reflecting recent changes in membership, including new appointments made for specific expertise and strategic capabilities, and retirement of other directors. The Board also includes one member who identifies as a visible minority, reflecting our commitment to broader diversity considerations. This commitment to diversity is reflected more broadly across the organization, including at the executive leadership level, where representation has continued to strengthen, with women comprising 40% of the executive leadership team, as detailed on page 26.

Vermilion further supports diversity through our membership in the 30% Club of Canada, reinforcing our ongoing efforts to strengthen gender diversity. We remain focused on reaching the target of at least 30% female representation by the next Annual General Meeting.

The GHRC annually reviews the Board Diversity Policy and assesses its effectiveness in promoting a diverse Board.

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We make reasonable efforts to ensure that a diverse group of candidates, including women, are considered for appointment or nomination to the Board.

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Workplace Gender Diversity

Vermilion actively monitors and promotes the development and advancement of women into leadership positions, recognizing that this is in the best interests of both the company and our shareholders. In 2025, we continued our mentoring program, focusing on helping high-potential female employees develop their skills and prepare for more senior roles.

At the management level, Vermilion has made meaningful progress, with women now representing 40% of the executive committee. Increasing gender diversity within the executive team is particularly important as it directly influences day-to-day decision-making, contributes to a broader range of perspectives in leadership discussions, and helps build a stronger pipeline for future senior roles.

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Vermilion is committed to gender diversity as a strategic objective and has increased female representation on the Executive Committee to 40%.

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In 2025, we supported 17 females across our organization as part of a mentoring program aimed to accelerate professional development and support career progression. The mentees were paired with senior leaders and were supported with a range of development and networking opportunities. We will discuss the possibility of another term for the mentoring program after the current term concludes and feedback has been collected.

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Vermilion proudly supports community events that celebrate women and provide opportunities to network and learn from other women in business.

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Calgary Influential Women in Business Awards ("CIWB")

Vermilion is a supporter of CIWB which celebrates Calgarians who have achieved professional excellence while championing diverse leadership in the community. We supported CIWB’s Annual Gala as it provides women in our organization with opportunities to learn from and gain exposure to other influential female leaders in the community.

The Art of Leadership for Women

The Art of Leadership for Women is a full-day conference focused on motivating and providing essential knowledge to help women grow in their careers. In 2025, 19 women from Vermilion attended the conference, expanding their knowledge on topics like purpose driven leadership, empowering cultures of growth, and redefining diversity, equity and inclusion.

Policies and Practices

Nominations and Board Succession

The GHRC, comprised of independent directors, nominates new directors, considering Board size, current and desired skills, and Board and individual performance evaluations. The GHRC’s objective in recruiting and nominating new directors is to continuously develop a high-performance Board, with diverse skills and deep expertise that add value to the business.

In addition to maintaining an evergreen list of potential candidates, the GHRC follows the process below:

Top candidates meet with the Board Chair, Board members and the President and CEO to determine interest, suitability and availability before the GHRC recommends Board approval of appointment or nomination.

Board Tenure

We do not have a term limit for Vermilion directors. We believe our stakeholders are well served to have directors who have developed a deep understanding of Vermilion and our industry over time as well as those with new perspectives. Vermilion has effectively balanced experience and diversity with strong Board renewal practices as can be seen by our Board tenure profile on page 37.

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The average board tenure is 4 years.

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Retirement Guideline

Absent a Board extension, a director may not stand for re-election after age 75.

Interlocks

A board interlock occurs when two or more of our directors also serve together as directors of another public company. The Board considers interlocks when reviewing new Board candidates and approving requests to join additional Boards.

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There are no Board interlocks among the 2026 director nominees.

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Over-boarding

We follow best governance guidelines regarding director over-boarding. A director who is an executive officer of Vermilion can sit on one outside public company board, and a director who is a non-executive Board member can sit on five public boards in total.

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All of our directors comply with the over-boarding governance guidelines.

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Independence and Board Committees

We have adopted independence standards that align with Canadian requirements and NYSE rules to determine which of our directors are independent. We also voluntarily include independence items that U.S. companies must comply with, which are similar to Canadian audit committee independence requirements, for our GHRC members.

Each year directors complete a questionnaire about their independence. The Board reviews the results in light of our standards and determines which directors are independent.

All of the AC and GHRC members meet the independence standards that apply to them. You can find a summary of independence standards on our website at vermilionenergy.com.

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All of our non-executive directors are independent.

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Sessions Without Management

Our Board and committee Chairs facilitate discussion among directors in-camera without management present. Matters arising for discussion with management are communicated by the Chair of the Board.

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In 2025, a session without management was held at each

quarterly Board and committee meeting.

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Director Orientation

We tailor our orientation program for the individual needs and experience of each new director. We ensure they receive detailed information on Vermilion’s strategy, operations and governance practices.

Our director orientation program covers six main components.

Continuing Education

Our directors are responsible for maintaining the skills and knowledge needed to meet their duties to Vermilion. They are encouraged to attend relevant courses or seminars. We also keep our directors up to date in several ways.

In 2025, all Board members participated in two Vermilion-sponsored sessions focused on European gas market energy dynamics and economic updates. See Schedule A for the details of the other continuing education sessions Vermilion's directors completed in 2025.

Board Assessment

Our annual Board assessment process includes one-on-one interviews as well as targeted written questionnaires. The process has four components:

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Our 2025 Board Evaluation results indicated that all of our individual directors,

all committees and the Board effectively fulfilled their duties.

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Structure

Our committees and the Board may also engage outside advisors as they deem appropriate.

Board and Committees Mandates

For years, our Board has provided oversight on the Company’s stewardship, ensuring independent management of Vermilion's business and affairs.

Our Board and each committee have adopted mandates that outline various responsibilities and duties as described below. The Board and each committee annually review their respective mandates and consider any recommended changes.

A copy of the Board Mandate is included in Schedule C. You can review copies of our Committee mandates at vermilionenergy.com. Our various mandates cover:

Board Members

Each of our directors must act honestly and in good faith with a view to the best interests of Vermilion. The Board expects all directors to:

Committees

Our committees assist the Board by providing closer oversight and reviews of matters within their respective areas. Our committees report to the Board on their activities and make necessary recommendations to the Board.

Other Board Governance Practices

Engagement

Stakeholder Expectations

Vermilion recognizes stakeholder expectations that we deliver strong financial performance responsibly and ethically. We prioritize:

Stakeholder Engagement

We believe that regular and open dialogue with our shareholders and other stakeholders is important to our success. We engage with shareholders and others according to our Disclosure Policy.

Our Board, executives and investor relations representatives engage with institutional and retail shareholders, sell-side research analysts and sales representatives, government officials and other interested parties throughout the year. We participate in numerous events and maintain several avenues of communication for stakeholders.

Engagement Options and Opportunities

Communicating with the Board

Shareholders and other stakeholders may communicate with any Vermilion director at:

Please use the mailing address above to communicate anonymously or confidentially. Please mark the name of the director or their role (e.g. Board Chair) on the envelope and mark it confidential.

The Board has requested that items unrelated to their duties, such as questions about day-to-day operations or advertising, not be distributed to the directors. We review the content of communications before they are distributed to directors.

Shareholder Proposals

Shareholders who wish to make a proposal should refer to section 136 of the Business Corporations Act (Alberta) for a full description of the procedures to follow. You can send your proposal to the care of our Corporate Secretary at the same address above.

Directors

The following pages set out information regarding each of the director nominees, including a brief summary of their experience and qualifications, age, compensation and share ownership information.

Each nominee brings a mix of skills and experience to the Board. The combination of these skills is important for the Board to effectively oversee the Corporation's business and to carry out its duties and responsibilities.

All of our director nominees are independent, except for Mr. Hatcher, our President and CEO, for a total of 88% independent. Messrs. Bieber and Myers joined the board of directors (the "Board") effective August 8, 2025 and September 2, 2025 respectively. Upon their appointments, Mr. Bieber joined the Safety and Sustainability and Audit Committees, while Mr. Myers joined the Safety and Sustainability and Technical Committees. The committee assignments outlined below reflect those in effect as of the 2026 Annual General Meeting.

All committee mandates can be found at www.vermilionenergy.com.

In this section:

Board Changes

Recently, the Board experienced several transitions, including the retirement and appointment of new directors in 2025. As part of the normal board succession plans, two existing directors will be retiring and will not stand for re-election at the 2026 AGM. As a result, subject to the re-election of the proposed director nominees, female representation on the Board will temporarily fall below our long-term diversity objective of 30% after the 2026 AGM. While this threshold will not be achieved with our current nominees, the Board remains committed to diversity, equity and inclusion. We continue to view diverse perspectives, backgrounds and experiences as critical to effective governance and long-term value creation, and will prioritize diversity as an important consideration in future Board refreshment and succession planning.

The chart below illustrates female representation on the Board over the past five years, providing historical context for the 2026 year.

Nominees

Note:

Note:

Note:

Note:

Note:

Share Ownership

Vermilion's share ownership policy (the "Share Ownership Policy") requires non-executive directors to hold three times their retainer. Board members have five years from their appointment or promotion date to comply.

Common Shares and Deferred Share Units ("DSUs") count toward share ownership requirements for directors. The value for each director was calculated by multiplying the total number of Common Shares and DSUs on March 18, 2026 by $17.34 (the TSX closing price that day). See Schedule A for a table of year-over-year changes in director share ownership.

Attendance

Attendance is calculated including all regular Board and committee meetings, as well as Board strategy sessions held since the director’s appointment. See Schedule A for more information.

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In 2025, the Board and committee attendance rate was 100%.

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Skills Matrix

Our Board members have significant relevant experience in all facets of our business. Those directors who have senior leadership or significant operational experience in each area are highlighted below. All other directors have some familiarity and specific experience in all areas.

Interlocks

There are no interlocks - where Vermilion directors serve together on the same outside board - among the 2026 director nominees.

The table below includes a list of our director nominees and their respective public boards.

Sanctions, Orders or Bankruptcies

Bankruptcies

To our knowledge, except as described below, no proposed director (nor any personal holding company of any of such persons): (a) is, as of the date of this Circular, or has been within the ten years before the date of this Circular, a director or executive officer of any company (including Vermilion) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Ms. Carin Knickel, who served as a director of Vermilion until the Meeting, was a board member of Whiting Petroleum Corporation from 2015 to 2020. Whiting Petroleum filed for bankruptcy in April 2020 and emerged from bankruptcy in September 2020.

Cease Trade Orders

To our knowledge, no proposed director (nor any personal holding company of any of such persons) is, as of the date of this Circular, or was within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including Vermilion), that: (a) was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (collectively, an “Order”), that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Penalties or Sanctions

To our knowledge, no proposed director (nor any personal holding company of any of such persons), has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Director Compensation

Philosophy

We compensate directors considering current market conditions and competitive practices, in alignment with our pay-for-performance philosophy.

Our total director compensation package recognizes the increasing responsibilities, time commitments and accountability of Board members. We review the package regularly to ensure we can attract and retain the skilled members needed on the Board.

Review and Approval

The GHRC is responsible for reviewing and approving director compensation. The Committee regularly reviews director compensation against the peer group and industry practices used to measure corporate performance. See page 76 for the peer group.

In 2023, the GHRC approved changes to director compensation that took effect January 1, 2024. The changes included integrating meeting fees into the annual retainer, adjusting the chair retainers for the Audit and GHRC and decreasing the amount of the annual retainers, resulting in an average decrease of 13.5% in compensation for non-chair directors. Starting in 2024, Canadian and US directors received the same Canadian dollar value for retainers, converted and paid in their home country currency. The current compensation structure is outlined in the section below.

Director Compensation Structure

Components

Our directors' compensation may be paid in DSUs, Common Shares, cash or any combination payment. Directors may elect to receive all compensation in DSUs. Beginning in 2026, the option to receive compensation in the form of Common Shares was eliminated.

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Directors must take 50% or more of their annual retainer in DSUs

until they meet their share ownership requirements.

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Directors who have met their share ownership requirement must take at least 25% of their annual retainer in DSUs.

Effective in 2026, DSUs will be granted in April and credited to DSU accounts annually, replacing the prior practice of quarterly credits. Cash retainers continue to be paid quarterly, following the period in which they are earned.

Deferred Share Unit Plans

Our legacy Deferred Share Unit Plan will continue to govern grants made under it. The Omnibus Incentive Plan (the "Plan") governs DSU grants made after May 11, 2022.

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The only equity directors receive are DSUs provided in lieu of their cash retainer.

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The pricing to determine the number of DSUs is based on applicable five-day volume weighted average price ("VWAP") prior to the grant date (the TSX for Canadian directors or the NYSE for US directors).

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Non-employee directors can elect to receive DSUs for up to 100% of their total compensation.

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2025 Compensation Paid

Directors did not receive any compensation other than their retainers in 2025.

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In 2025, Vermilion directors together earned $2,134,293 in total. 59% was paid in DSUs.

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Each director’s total compensation is included in their biographies. See Schedule A for the following tables regarding 2025 director compensation:

Compensation

Letter to Shareholders

Dear Fellow Shareholders,

The GHRC is pleased to share an overview of Vermilion’s performance in 2025 and a summary of how we determined 2025 executive compensation.

In the following pages you will find detailed discussions of our philosophy and how it aligns with corporate performance. Our objective is to incentivize exceptional performance that will benefit shareholders. To do this, we ensure that 83% of overall executive compensation for our named executive officers ("NEOs") is tied to performance.

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83% of executive compensation is performance-based.

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Pay-for-Performance

We are accountable for ensuring that the links between pay and our business goals are appropriate and strongly aligned with your interests as shareholders. We also consider how to mitigate compensation-related risk to Vermilion.

In this section:

Executive Compensation Highlights

Our compensation program is designed to reward management for long-term value creation. It reflects the size, scope and complexity of Vermilion’s global business, while focusing on key measures of profitability and shareholder value creation. Total compensation is targeted at the market median of our peer group.

Greater than 83% of executive compensation for our NEOs is tied to our balanced short-term incentive plan ("STIP") and long-term incentive plan ("LTIP") corporate performance scorecards (“STIP scorecard” and “LTIP scorecard”). The scorecards include operational and financial performance, health, safety and environment, sustainability, strategic and shareholder value metrics. See details starting on page 68.

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President and CEO and other NEOs' performance-based compensation

was 86% and 82% of total compensation, respectively.

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2025 Named Executive Officer Compensation Relative to 2024

Total direct compensation for NEOs increased by 31% compared to 2024, primarily due to the addition of Ms. Conrad as Vice President, Business Development who received a new hire LTIP award and a forfeited compensation payment on hire. Ms. Conrad brings strategic leadership with extensive experience in capital allocation, financial analysis, corporate strategy, and mergers and acquisitions - skills particularly valuable to Vermilion.

Peer Group

Effective January 1, 2025, Vermilion revised its peer group to include five similarly sized companies (Advantage Energy Ltd., International Petroleum Corp., Nuvista Energy Ltd., Obsidian Energy Ltd., and Tamarack Valley Energy Ltd.) and removed Enerplus Corp. (due to consolidation) and ARC Resources Ltd. (as they no longer met our size criteria). During 2025, two peers - Veren, Inc. and MEG Energy Corp. -were acquired. Total Shareholder Return ("TSR") for these companies was reported as of their delisting dates.

Long Term Incentive Program

In 2024, a full review of Vermilion’s LTIP scorecard was conducted for 2025 implementation. Adjustments were made to align with peer practices and shareholder experience, including:

These adjustments increased the weighting on return metrics from 38% to 45%, reflecting our commitment to more closely aligning our outcomes with those of shareholders.

Until April 1, 2028, two scorecards will be maintained to accommodate awards vesting prior to that date. The new 2025 scorecard is on page 71.

2025 Financial and Operational Key Achievements

It was an impactful year for Vermilion, repositioning the Company as a Global Gas Producer with long-duration assets, improving profitability and growing free cash flow ("FCF")¹ per share. Through the acquisition of Westbrick Energy Ltd. and the divestments of our Saskatchewan and United States businesses, our go-forward strategy is focused on our gas-weighted assets in Canada and Europe. Our portfolio is anchored by liquids-rich gas assets in the Deep Basin and Montney, complemented by premium-priced European gas assets in Germany, Ireland and the Netherlands.

Our repositioned global gas portfolio is characterized by higher production per share and a lower cost structure, the combination of which delivers growing FCF - all underpinned by high-quality, long-life assets. Through acquisitions and exploration, we have secured large in-place resource that provides decades of development opportunities. We continue to improve on controllable elements of our business - including safety, production and costs - driving stronger profitability. Our strategic investments in Mica Montney infrastructure to achieve our target production of 28,000 boe/d, while leveraging existing Deep Basin infrastructure to profitably grow production, along with development of an existing large gas discovery in Germany, will deliver a sustainable increase in excess free cash flow ("EFCF")¹. The long duration of our asset base and our commitment to disciplined capital allocation, combined with a low share count, benefits our shareholders through enhanced per share outcomes. With fewer than 153 million shares outstanding, Vermilion is well positioned to add meaningful per-share value as we execute on our strategic objectives.

Overview of 2025 Pay Decisions

The outcomes of the 2025 compensation program are below:

Our 2025 compensation program closely mirrors 2024, combining base salary with short-term and long-term incentives tied to operating and financial results, targeting the market median. An independent analysis by Lane Caputo confirmed our compensation was slightly below the market median, leading to targeted adjustments in base salary, bonuses and LTIP awards for 2025.

Reflecting pay-for-performance alignment, realized pay decreased by 19% year over year. See Schedule B for additional detail.

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We target pay at the market median.

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Base Salary Changes

All base salary changes reflect adjustments to align with median pay of peers for similar positions. Mr. McQuaig received a 13.6% increase to reach a target competitive salary for his role as VP, North America. Ms. Conrad was not provided a base salary increase in 2025 based on her start date and is therefore excluded from the chart below.

Short-term Incentive (Bonus)

Our 2025 STIP scorecard evaluates corporate success based on four factors: financial performance (30%), health, safety and environment (10%), operational performance (45%) and strategy (15%). See page 80 for full details.

Following the GHRC assessment and recommendation, the Board approved a performance multiple of 142% for 2025. The assessment considered that Vermilion:

Our President and CEO's bonus payment is based 100% on corporate performance. The bonus for our other NEOs is based on a combination of corporate and individual performance.

Ms. Conrad is excluded from the chart below as she did not receive a bonus in 2024. She was awarded a bonus of $338,000 for 2025, reflecting a combination of her individual performance and the Company’s overall performance for the year.

Long-term Incentive Plan

LTIP awards are granted annually considering individual performance, retention and market data. Awards are subject to LTIP scorecard outcomes. Grants were made in April of 2025.

Ms. Conrad is excluded from the year-over-year comparison above, as no LTIP award was granted in 2024. The table below summarizes her new hire equity award, which vests in three annual installments and was structured to replace unvested compensation forfeited at her previous employer. All of Ms. Conrad's LTIP awards are subject to performance conditions outlined in the LTIP scorecard.

All values listed above are grant date values.

LTIP Performance Multiple

The 2022 LTIP grant vested in 2025 (with a performance period of January 1, 2022 to December 31, 2024), with a performance multiple of 1.0x based on a three-year evaluation of market returns (38%), profitability (18.5%), operational results (18.5%), strategic planning (15%), and sustainability (10%). LTIP payouts were settled with cash and Common Shares from treasury. All grants made on and after April 1, 2025 were made under our new LTIP scorecard that increases Vermilion's weighting on market returns from 38% to 45%.

Mr. Hatcher’s LTIP grant, which vested in 2025, did so at 53% of its original grant value, reflecting strong pay-for-performance alignment. For 2025, the LTIP accounted for approximately 65% of his total compensation.

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Together, Vermilion executives and employees drive our performance, so our

compensation is based on one incentive plan for executives and employees alike.

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We Welcome Your Feedback

As always, we welcome comments and feedback from you on our executive compensation program.

Submitted by the members of the Governance and Human Resource Committee

Compensation Governance

Decision-Making Structure

Our Board decides targeted compensation for Vermilion executives, based on recommendations from the GHRC.

The GHRC receives information and bases its recommendations on peer company publicly disclosed compensation, survey data from consulting firms, and input from the President and CEO regarding NEO performance.

The Board has discretion to adjust compensation programs up or down to ensure outcomes link to our performance.

Mitigation of Risks in Compensation Programs

The GHRC plays a critical role in overseeing compensation policies and practices designed to prevent inappropriate or excessive risk-taking within the Company. Below are the key oversight and risk-mitigating features of our practices and policies:

Through these measures, the GHRC and the Board effectively mitigate risk while aligning executive incentives with the long-term success of Vermilion.

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The Board and the GHRC work collaboratively to prevent inappropriate risk taking

in compensation programs.

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Process and Testing

We follow a similar process each year to evaluate and determine our compensation programs.

Management’s Analysis

Management supports its recommendations by providing the GHRC with analysis that includes:

Management also provides the GHRC with current and historical compensation information (base salary, short- and long-term incentives and total compensation) for each executive.

Stress-testing and back-testing information is also provided to ensure that the GHRC can weigh the impact of various market and performance scenarios before making a recommendation to the Board.

Consultants

Both the GHRC and the Board are authorized to retain independent consultants on executive compensation. In 2025, no consultants were directly engaged; however, Vermilion purchased executive compensation survey data from Mercer (Canada) Ltd. (“Mercer”) in 2024 and 2025, which was used for benchmarking purposes. The related fees are provided under Compensation Consultant Fees.

Compensation Consultant Fees

GHRC

Work Plan

Each year the GHRC follows a work plan to ensure it has continuous oversight and input into executive compensation. The GHRC’s annual work plan is included in Schedule C.

GHRC Membership Qualifications

All members of the GHRC are independent. Our GHRC members are highly experienced current and former senior executives who have considerable compensation program and human resources-related experience. Based on their individual and collective experience they provide strong leadership and governance oversight of the design and execution of our compensation programs.

Consistent with its mandate, the GHRC is well equipped to inquire, debate, provide guidance and make decisions in respect of a wide range of human resources and compensation matters.

Philosophy and Objectives

Our compensation philosophy and program objectives are the same for all employees, including our executives. We prioritize the long-term, sustainable success of Vermilion.

Our compensation objectives align with our philosophy through six principles:

Our compensation program incorporates reasonable objectives to encourage long-term financial sustainability and growth, while ensuring outcomes are in the best interests of stakeholders.

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Our compensation programs target pay at the market median of our peer group.

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Elements

All elements of our compensation program fit within two categories.

Summary of Elements

Long-term incentive grants are pro-rated for new-hires in the year of hire.

Only 25% of the employer contribution in respect of employee savings under the Plan can be made through the issuance of Common Shares from treasury.

Direct Compensation

Base Salary

In the first quarter of the year, the GHRC approves the base salary budget for all employees and the level of base salary for each NEO. Annual adjustments are usually effective April 1^st. During the year, the GHRC retains the ability to make adjustments to reflect changes in competitive practices, the market and overall economic conditions.

Variable Pay

NEOs (other than the President and CEO) may have bonus multipliers higher or lower than the corporate performance scorecard for short- and long-term incentive grants because of the individual performance component of their awards. We assess individual performance on contributions to meeting Vermilion’s financial, operating, environmental, safety and sustainability goals and objectives. This provides a way to differentiate the performance contributions of employees.

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We measure corporate and individual performance in similar ways, with a range of

outcomes from bottom quartile to top quartile. Our compensation reflects our results.

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Individual Performance

Our individual performance management process includes:

Corporate Performance

We measure corporate performance annually using our balanced STIP and LTIP scorecards. Our STIP and LTIP scorecards provide a fair evaluation of corporate performance by tying closely to our strategic goals (including quantitative and qualitative factors) and delivery of superior long-term value creation for our shareholders.

Short-term Incentives

2025 STIP scorecard

The performance targets under our STIP are designed to be challenging yet achievable, aligned with our strategic objectives and market conditions. Payouts are distributed on a linear scale, ranging from 0% in poor performing years to 200% in very successful years.

The GHRC ensures targets are rigorous and relevant, with regular reviews based on business performance and external factors. Annual targets incorporate short-term shareholder return objectives and the prevailing commodity price environment. We remain focused on creating shareholder value through consistent execution of our budget and strategic goals, driving profitable growth.

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Our STIP Scorecard is designed to be challenging yet achievable and aligned with our strategic objectives.

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The value of the short-term incentive paid to an NEO depends on their individual salary and performance targets, and the corporate score, as shown below:

President and CEO

Long-term Incentives

Our long-term incentives provide all our employees with ownership in Vermilion, motivating individual performance and alignment with shareholders.

Our standard LTIP accommodates four share award types:

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All share awards granted to executives are always 100% performance-based.

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Employees, other than executives, can choose to receive their awards (except in respect of a portion of the award for new-hire grants as discussed below) as either:

Employees who do not make a choice receive 75% performance- and 25% time-based awards.

For new-hire grants, awards vesting on the first anniversary are 100% time-based awards (restricted share units); for awards vesting on the second and third anniversaries a new-hire can choose their award type (as above).

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Our long-term incentive awards are designed to attract, retain,

engage and reward our employees globally.

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Long-term incentive awards are payable to active employees (as defined in the Plan) upon vesting.

LTIP Scorecards

The scorecard below is measured over three years and is used to determine vesting for awards granted prior to April 1, 2025.

Four of the five measures above (TSR, PDP ATAX recycle ratio, EBIT- ROACE and sustainability) differ from the measures used in the STIP scorecard. The remaining LTIP scorecard measure (strategy) is similar to the STIP scorecard; however, in the context of the LTIP scorecard, it is measured over a 3-year performance period rather than the one-year the short-term incentive plan measures.

We apply a multiple between 0.0 and 2.0 (based on our performance over three years as determined by the LTIP scorecard) when long-term incentive awards vest.

Following a comprehensive review of Vermilion’s long-term incentive scorecard in 2024, the Board approved a revised scorecard effective for 2025. All awards granted on or after April 1, 2025 will be subject to the revised scorecard, as shown below.

For awards granted on or after April 1, 2025, all results are linear and no translation table is used to determine the multiple used in the outcome of the LTIP scorecard.

Omnibus Incentive Plan

The Plan governs incentives paid to employees, executives and others, including:

The Plan was last approved by shareholders at the annual meeting on May 7, 2025, and is scheduled for approval of the unallocated entitlements thereunder at the 2028 AGM, as stipulated by the Plan.

In 2025, administrative amendments were made to the Plan to streamline administration, including the following changes:

A detailed summary of the Plan is in Schedule D, and a full copy of the most recently filed Plan approved by Shareholders is available on SEDAR+ at www.sedarplus.ca under Vermilion’s profile (filed March 20, 2025 under Other Securityholders Documents).

The Plan replaced the Vermilion Incentive Plan, Deferred Share Unit Plan, Employee Bonus Plan and Employee Share Savings Plan (collectively, the “Legacy Plans”). The Deferred Share Unit Plan is the only Legacy Plan with outstanding awards, and it continues to govern Deferred Share Units previously granted under that plan. A detailed summary of the Legacy Plan Deferred Share Unit Plan is set out in Schedule E.

Share Reserve Under the Plan

The number of Common Shares reserved for issuance under the Plan, together with any other security-based compensation arrangements of the Company, is based on a 3.5% treasury rolling reserve. The total number of Common Shares authorized and reserved for issuance from treasury under the Plan, together with any other security-based compensation arrangements of the Company, will not exceed 3.5%.

Under the Plan, incentives may be settled with:

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Awards that exceed the available reserves are settled with market-purchased Common Shares,

cash or a combination of both, which limits shareholder dilution.

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Burn Rate

The burn rate measures the pace at which treasury-issued Common Shares under the Plan are used, calculated by dividing the number of awards granted in a year by the weighted average number of outstanding Common Shares. Between 2022 and 2025, Vermilion repurchased approximately 20 million shares, which reduced the total share count and contributed to the current annual burn rate of 2.06%, consistent with the Company’s ongoing capital management strategy.

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Our three-year average burn rate is 1.63%.

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See Schedule D for tables setting out details of our year-end share reserves, burn rate and securities authorized for issue under equity compensation plans.

Participation Limits

All incentives granted under the Plan are subject to the treasury reserve limit of 3.5% and insider participation limits (being a limit of not more than 5% of the outstanding Common Shares entitled to be received by any one person and not more than 10% of the outstanding Common Shares issued to insiders within any one-year period or issuable to all insiders at any time).

Indirect Compensation

Savings Plan

The purpose of providing employer contributions in respect of employee savings under the Plan is to help employees enhance their financial well-being.

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We do not have a pension plan for any Canadian-based employees.

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Eligible employees, including executives, can contribute up to 7% of their base earnings to our savings plan through regular payroll deductions. We match employees’ contributions 1.5 times to a maximum of 10.5%.

Employees can choose to invest their personal contributions in Common Shares, cash, tax-free savings account, registered retirement savings plan or other investments. Employer contributions are made through Common Shares issued from treasury, acquired on the open market or a combination of both (as decided by the Board).

The employer match helps increase employee ownership in Vermilion. Under the Plan, the employer contribution by issuance of Common Shares from treasury is limited to 25% of the total contribution. In 2025, no Common Shares were issued from treasury for the employee savings plan.

Benefits & Perquisites

Our Canadian benefit plans provide all employees with extended health and dental coverage, life insurance, an employee assistance program and disability insurance. Benefits provided to employees vary depending on the country where employees are located.

Additionally, we offer an optional enhanced executive medical program that offers proactive and personalized healthcare to support the overall well-being of our NEOs.

We limit the use of perquisites - special benefits - for our executives, as we do not think they should be a significant element of compensation, but we understand that some are appropriate to keep us competitive. The GHRC regularly reviews benefits and perquisites to ensure they are market competitive.

Peer Group

We use the peer group to measure our three-year relative total shareholder return for long-term incentives and benchmark compensation for our directors, executives and Canadian employees.

We use information provided in peer annual management circulars to benchmark executive and director compensation at the median.

Selection Criteria

We screen potential peers to ensure we include those who are like us in terms of our business model, size, operations and scope. We look at exploration and production companies listed on the S&P/TSX Composite Index. We then apply a size filter of 0.25 to 4.0 times that of Vermilion based on market capitalization, revenue, assets and production.

We strive for continuity in the peer group, where possible, and identify outliers and companies with similar business that may not meet all selection criteria. The GHRC annually reviews the peer group to ensure the peers are appropriate and to identify any unusual circumstances that might support changes to the group.

In 2025, the peer group was refined to reflect changes in peer composition and corporate activity. Five comparably sized companies - Advantage Energy Ltd., International Petroleum Corp., NuVista Energy Ltd., Obsidian Energy Ltd., and Tamarack Valley Energy Ltd. - were added. Enerplus Corp. was removed following consolidation activity, and ARC Resources Ltd. was removed as it no longer met the established size criteria. In addition, MEG Energy Corp. and Veren, Inc. were consolidated in 2025 and are therefore excluded from the peer group data presented. Although Nuvista was included in our 2025 peer group, its data has been excluded from the analysis on the following page as Q4 information was not released following the announcement of its acquisition. However, its performance is reflected in the Share Performance Graph on page 82.

Peer Group Comparisons

2025 Pay Decisions

The GHRC considers a variety of factors when determining NEO compensation, including Vermilion’s overall financial and operational performance and each individual NEO's contributions towards meeting corporate objectives.

The GHRC annually reviews corporate performance against corporate objectives. A combination of superior individual and corporate performance can result in total compensation that is above median, provided it is affordable for Vermilion.

Total NEO Compensation

Our total NEO compensation in 2025 was 31.4%¹ higher primarily due to the addition of Ms. Conrad, who was appointed as Vice President of Business Development to replace a vacant Business Development position. As part of her compensation package, Ms. Conrad received a one-time payment to compensate for forfeited compensation from her previous employer, which is subject to a two-year clawback, in addition to a new hire LTIP grant that vests in three installments over three years. Excluding Ms. Conrad, total NEO compensation increased by only 6.9% compared with 2024. Looking ahead, we anticipate total NEO compensation in 2026 to decrease by approximately $2.3 million.

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2026 NEO Compensation Expected to Drop Significantly.

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2025 Total Compensation Mix

We emphasize at-risk compensation for our NEOs. At-risk pay depends on Vermilion’s performance on Board-approved goals and metrics, as well as share price performance.

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In 2025, 86% of the President and CEO’s pay and

82% of the other NEOs' pay was at-risk.

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Compensation mix is based on the following:

2025 Corporate Results

In 2025, Vermilion outperformed on several operating and strategic measures as we continued to reposition the Company for long-term success. See details on the next page.

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In 2025, we achieved FFO of $1.0 billion and FCF of $375 million.

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STIP Scorecard Results

We established our 2025 short-term incentive performance targets based on our budget guidance released on December 19, 2024, and our updated guidance released on June 5, 2025, following the divestment of the Saskatchewan and United States assets.

The GHRC uses the score we achieve to determine the multiplier for the short-term incentive awards. The Board may still apply discretion (positive or negative) to the score if it does not reflect Vermilion’s performance. For 2025, the GHRC exercised negative discretion to reduce the HSE payout, despite TRIF performance that would have resulted in a target payout. This determination reflects our commitment to safety and emphasis to improve overall safety performance.

The table below shows the assessment of our results in 2025 against our 2025 targets. In 2025, Vermilion delivered strong operational performance, with both average and exit production exceeding targets. We also reduced CAPEX while improving operating and transportation costs, strengthening overall efficiency and financial discipline.

Operational and financial measures are adjusted to align with the original budget scope as well as normalized for material changes such as acquisitions and divestments. Therefore, some of the results included in our STIP scorecard are different than reported. These adjustments ensure we normalize the results to exclude production and expenditures related with acquisitions and divestment that were not part of the original scope to ensure we are measuring our STIP results against the original budget.

The financial performance measures are based on the budgeted operational performance and commodity prices. Significant changes in commodity prices during the year will impact the cash flows and the corresponding financial score.

STIP Scorecard Results

Vermilion delivered an outstanding performance this year resulting in a STIP Scorecard

outcome of 142%.

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LTIP Scorecard Results

Our LTIP scorecard measures our performance over the three preceding years. For the 2025 LTIP vesting, the performance period was January 1, 2022 to December 31, 2024, with results approved in the first quarter of 2025. We established our long-term incentive performance targets based on our historical performance. Past performance results are analyzed to determine the targets with a focus on continuous improvement.

The long-term incentive corporate performance score determines the multiple for the vesting of long-term incentives.

The Board may still apply discretion (positive or negative) to the corporate performance score if it does not reflect Vermilion’s performance. The Board did not apply discretion to override the LTIP scorecard multiple for these awards but did consider the TSR outcomes when planning 2026 compensation.

LTIP Scorecard (Awards Granted prior to April 1, 2025)

The table below shows the scorecard assessment of our three-year results against our pre-established targets, for LTIP awards that were granted in 2022, 2023 and 2024 that vested in 2025.

Our long-term incentive performance score of 50.7% resulted in a payout multiple (applying the LTIP multiple on page 70) of 1.0 times for long-term incentives granted in 2022, 2023 and 2024 that vested in 2025.

For employees, other than executive, the first year vesting of all new-hire grants have a 1.0 times performance multiple to reflect that new-hire employees have not contributed to the corporate performance over a three-year period, and therefore, their award should not be subject to a performance multiple. All share awards granted to executives are 100% performance-based no matter the type of grant.

For the 2025 vesting, the Board decided the long-term incentive awards would be settled in a combination of Common Shares issued from treasury and cash.

Share Performance Graph

The following graph compares the Common Shares with our 2025 peer group and the S&P/TSX Oil and Gas Exploration & Production Index. It shows the yearly change in cumulative total shareholder return if $100 was invested in Common Shares, the shares of our peer group and the index on December 31, 2020. The amounts assume all dividends are reinvested.

The graph also shows the total compensation of our NEOs, as a group, in each year.

Over 83% of NEO compensation is performance-based and aligned with a focus on long-term TSR.

Vermilion announced its 2026 budget, the first full year as a Global Gas Producer with our repositioned assets, as part of the Q3 2025 release on November 5, 2025. Between the Q3 2025 release and March 18, 2026, Vermilion’s total shareholder return was 70%, outperforming the peer group average by approximately 30% over this period. This recent outperformance is encouraging and we remain focused on improving our relative performance.

Cost of Management Ratios

We evaluate the cost of management on a long-term basis relative to key metrics. Total cost is aligned with our goal of providing long-term shareholder value.

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Our cost of management ratio averaged 0.46% of total

market capitalization over the last five years.

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Individual Results

Base salaries for NEOs are as of April 1, 2025. 2025 short-term incentives will be paid in cash on March 31, 2026. Long-term incentives shown are the award granted on April 1, 2025 based on individual performance and market median alignment to our peer group. Other compensation includes perquisites as summarized in Schedule B.

2025 Compensation

Key Achievements for 2025

2025 Compensation

Key Achievements for 2025

2025 Compensation

Key Achievements for 2025

2025 Compensation

Key Achievements for 2025

2025 Compensation

Key Achievements for 2025

Other Compensation Policies

Equity Ownership

Effective January 1, 2024, the share ownership requirements for our Principal Vice Presidents increased from one to two times their annual salary in Common Shares. Our President and CEO continues to require five times his annual salary and our Associate Vice Presidents continue to require one times their annual salary in Common Shares. The value of unvested LTIP share awards is not included in the calculation of ownership.

Executives have five years from their appointment or promotion to accumulate the minimum number of Common Shares required. After the five-year accumulation period, if an executive is not in compliance with the applicable share ownership policy requirement, the executive has 30 days to comply.

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All of our NEOs meet their share ownership requirements.

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Our Share Ownership Policy manages share ownership during employment and takes the place of restrictions on selling vested LTIP share awards. Following resignation or retirement, the President and CEO is required to hold 2 times his annual base salary for a period of 12 months.

A table setting out the equity at-risk and any changes over the year for each of the NEOs is in Schedule B.

Trading in Vermilion Securities

Under our trading policy, insiders of Vermilion - directors, executives, employees and others who may have undisclosed material information about Vermilion - may not trade our Common Shares or any derivatives.

The policy:

Anti-hedging

Our anti-hedging policy prohibits directors and officers from engaging in trades that would hedge - offset - a decrease in the market value of Vermilion securities they own or control.

The policy does not prevent a director or officer from pledging Vermilion securities as security for a loan.

We monitor trading activities of our executives and directors to ensure it is consistent with our policies. No director or officer, to our knowledge, hedged their Vermilion securities in 2025.

Recovery Policy (Recoupment of Incentive Compensation)

In the event of an accounting restatement, our executive officers (current or former) are required to repay incentive-based compensation we paid to them if:

The Recovery Policy is in addition to any other clawback mechanism that may apply under law or under other Company policies currently in place.

Succession Planning

The Board oversees the succession plan for our senior leadership team, including our President and CEO.

The plan ensures we: (i) have a pool of strong, diverse candidates for senior leadership positions; (ii) actively develop candidates through a robust training and development program, and; (iii) attract and retain key people for our long-term success.

Our approach to leadership development focuses on building competency throughout the organization, identifying high-potential employees and preparing those employees to take on senior leadership positions in the future. We also have a mentoring program to help high-potential employees prepare for senior leadership roles.

Each year the Board reviews the succession plan for members of our Executive Committee and critical skill employees, as well as our approach to developing senior level employees for executive positions in the future. This includes: (i) providing lateral moves across functions to increase breadth of knowledge; (ii) internal leadership development to enhance industry and key leadership skills; (iii) enrollment in relevant university or executive leadership programs, and; (iv) 360 assessment and development programs for senior leaders.

The GHRC is responsible for reviewing our employee talent pool and succession planning on an ongoing basis and ensuring our succession plan for senior leaders and critical skill employees is presented to the Board annually. The Board also ensures that directors have opportunities to get to know and become familiar with the work of employees within our talent pool.

Termination and Change of Control

Change of Control

A change of control happens when, among other things, someone acquires one-third of our outstanding Common Shares (or other securities that can be converted into voting shares).

Employment Agreements

All of our executive employment agreements provide for a salary, discretionary bonuses and the grant of LTIP share awards (as approved by the Board under our compensation plans). Executives, like all other employees, are reimbursed for reasonable expenses and receive benefits under our benefit plans.

Generally, an employment agreement is put in place within six months of appointment to an officer position. All executives currently have employment agreements in place.

Any amendments to the agreements or waivers of any provision must be in writing.

Double Triggers

All of our current NEOs have double-trigger provisions in their termination agreements related to a change in control. Under these provisions, a lump-sum payment - including salary, short- and long-term incentive awards, and benefits - is only payable if two events occur:

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All of our NEOs have double trigger provisions on a change of control

in their termination agreements.

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Termination Payments

Executives or their personal representatives are entitled to receive (regardless of the type of termination of employment):

Termination Chart

If at the time of termination of employment an executive has not been employed for three years, the average of the bonuses paid for each full year of service to date is used to calculate short-term incentives.

If at the time of termination of employment an executive is receiving long-term disability Vermilion is not obligated to pay their salary or outstanding vacation pay.

Following termination of employment our executives are subject to restrictions preventing the use of confidential information. They are also restricted for one year from certain direct or indirect solicitation activities (including soliciting our employees, consultants, clients or customers).

Termination Payments

Executives terminated without just cause by Vermilion, who leave for good reason or who lose their employment after a change of control (a trigger event) would receive the payments set out below. The payments set out below include the value of reinvested dividends.

Termination Payments Assuming a Trigger Event on December 31, 2025

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Executives who resign or are terminated for just cause

do not qualify for a termination payment.

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Schedules

In this section:

Schedule A - Director Tables

2025 Summary Compensation Table

In 2023, the GHRC approved changes to director compensation effective January 1, 2024. These changes included the elimination of meeting fees, adjustments to chair retainers for Audit and GHRC and a reduction in the overall annual retainers. As a result, non-chair directors saw an average compensation decrease of 13.5%. Additionally, starting January 1, 2024, both Canadian and US directors began receiving the same retainer value in Canadian dollars, with payments converted and issued in their home currency. Certain committee chair fees reflected below were prorated to reflect changes in committee assignments that became effective as of the Company’s 2025 Annual General Meeting.

Notes:

DSUs Delivered in Lieu of Cash Retainers in 2025