As filed with the Securities and Exchange Commission on April 24, 2026

Registration No. 333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

VERMILION ENERGY INC.

(Exact name of registrant as specified in its charter)

Vermilion Energy Inc. Omnibus Incentive Plan
Vermilion Energy Inc. Deferred Share Unit Plan
(Full title of the plan)

National Corporate Research, Ltd.

225 West 34^th Street, Suite 910

New York, New York 10122

(Name and address of agent for service)

(212) 947-7200

(Telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

Vermilion Energy Inc. (the “Registrant” or the “Company”) has filed this Registration Statement on Form S-8 (this “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”), to register 400,000 common shares, no par value per share, of the Company (“Common Shares”), issuable pursuant to awards previously granted and to be granted under the Vermilion Energy Inc. Omnibus Incentive Plan effective as of April 25, 2022, as amended (the “Omnibus Plan”) and 25,000 Common Shares issuable upon the settlement of deferred share unit awards previously granted under the Vermilion Energy Inc. Deferred Share Unit Plan (the “DSU Plan”).

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Omnibus Plan or the DSU Plan, as applicable, in accordance with Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act, but constitute, along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents that are incorporated), and the other documents required to be delivered to eligible participants in the Omnibus Plan or the DSU Plan, as applicable, pursuant to Rule 428(b) under the Securities Act. Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to:

Vermilion Energy Inc.

3500, 520 – 3rd Avenue S.W.

Calgary, Alberta T2P 0R3

Attention: General Counsel & Corporate Secretary

Tel: (403) 269-4884

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company hereby incorporates by reference into this Registration Statement the following documents which have been previously filed (not furnished) with the SEC:

In addition, all other documents filed (not furnished) by the Company pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part of this Registration Statement from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 124 of the Business Corporations Act (Alberta) provides that except in respect of an action by or on behalf of the Company to procure a judgment in the Company’s favor, the Company may indemnify a director or officer of the Company, a former director or officer of the Company, or a person who acts or acted at the Company’s request as a director or officer of another corporation of which the Company is or was a shareholder or creditor, and the director’s or officer’s heirs and legal representatives, referred to herein as the indemnified persons, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the director or officer is involved by reason of being or having been a director or officer of the Company or other body corporate, if: (a) the director or officer acted honestly and in good faith with a view to the best interests of the Company, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer had reasonable grounds for believing that the director’s or officer’s conduct was lawful.

The Company may also, under the Business Corporations Act (Alberta), with court approval, indemnify an indemnified person in respect of an action by or on behalf of the Company or other body corporate to procure a judgment in its favor, to which the person is made a party by reason of being or having been a director or an officer of the Company or other body corporate, against all costs, charges and expenses reasonably incurred by the person in connection with the action if the person fulfills the conditions set out in (a) and (b) above.

An indemnified person is entitled to indemnity from the Company in respect of all costs, charges and expenses reasonably incurred by the person in connection with the defense of any civil, criminal, administrative, investigative or other action or proceeding to which the person is involved by reason of being or having been a director or officer of the Company or other body corporate, if the person is seeking indemnity: (i) was not judged by a court or competent authority to have committed any fault or omitted to do anything that the person ought to have done, and (ii) fulfills the conditions set out in (a) and (b) above. The Company is permitted under the Business Corporations Act (Alberta) to advance funds to a person in order to defray the costs, charges and expenses of such a proceeding, but if the person does not meet the conditions described in this paragraph, he or she shall repay the funds advanced.

Under the Business Corporations Act (Alberta) the Company may purchase and maintain insurance for the benefit of indemnified persons against any liability incurred by the person (i) in the person’s capacity as a director or officer of the Company, or (ii) in the person’s capacity as a director or officer of another body corporate if the person acts or acted in that capacity at the Company’s request.

The Company or an indemnified person may apply to the Court for an order approving an indemnity and the Court may so order and make any further order it thinks fit. On an application, the Court may order notice to be given to any interested person and that person is entitled to appear and be heard in person or by counsel.

The Company’s bylaws provide that directors and officers will not be liable for any loss, damage or misfortune whatsoever which may happen in the execution of the duties of their respective office or trust or in relation thereto unless the same shall happen by or through such director’s or officer’s failure to exercise the powers and to discharge the duties of his or her office honestly, in good faith and with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Company’s bylaws provide that to the fullest extent permitted by the Business Corporations Act (Alberta) or otherwise by law, directors and officers, former directors and officers, persons who act or acted at the Company’s request as a director or officer, or an individual acting in a similar capacity, or another entity, and their heirs and legal representatives, are indemnified against all costs, charges and expenses, including amounts paid to settle an action or satisfy a judgment in respect of any civil, criminal, administrative, investigative or other proceeding to which he or she is made a party to or involved by reason of that association with the Company or such other entity. The termination or settlement of any civil, criminal or administrative claim shall not, of itself, create a presumption either that the director or officer did not act honestly and in good faith with a view to the best interests of the Company or other entity, or that, in the case of criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer did not have reasonable grounds for believing that his or her conduct was lawful. The Company shall use reasonable commercial efforts to obtain any court or other approvals necessary for this indemnification.

The Company’s bylaws also provide that the Company shall, to the maximum extent permitted by the Business Corporations Act (Alberta) or otherwise by law, advance moneys to an individual referred to in the preceding paragraph to defray the costs, charges and expenses of a proceeding referred to in the proceeding paragraph, provided such individual shall repay the moneys advanced if the individual does not fulfill the conditions set forth in the Business Corporations Act (Alberta).

The Company has written indemnification agreements with its directors and officers. Under these agreements, the Company indemnifies directors and officers against all losses that the director or officer may reasonably suffer or incur in respect of any threatened, pending or completed civil, criminal or administrative action or other proceeding (including formal and informal inquiries and hearings) to which the individual is involved because of the individual having served as a director and/or officer of the Company, other than fines or other obligations or fees that the Company is prohibited by applicable law from paying by way of indemnification. Under the indemnification agreements the Company agrees to use its reasonable best efforts to maintain a comprehensive directors’ and officers’ insurance policy with respect to liability relating to its directors and officers.

Under the Company’s indemnification agreements, the Company is not liable to indemnify directors and officers under certain circumstances. The Company will not indemnify directors and officers with respect to losses: (i) for which payment is actually made to such director or officer under a valid and collectible insurance policy; (ii) for which such director or officer is indemnified by the Company (or a company of which the Company is a direct or indirect shareholder of creditor) otherwise than pursuant to their indemnity agreement; or (iii) to the extent such losses were suffered or incurred as a result of acts of such director or officers which are determined by a court of competent jurisdiction to have been: (A) acts of active and deliberate dishonest, (B) undertaken with actual dishonest purpose and intent, and (C) material to the cause of action in which adjudicated.

The Company has obtained directors’ and officers’ insurance to cover its directors and officers for certain liabilities.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of the Company arising out of claims based on acts or omissions in their capacities as directors or officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this Registration Statement:

*Filed herewith.

Item 9. Undertakings.

(a)            The Registrant hereby undertakes:

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)             To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)            To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement

(2)            That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)            The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)            Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on April 24, 2026.

POWER OF ATTORNEY

We, the undersigned officers and directors of Vermilion Energy Inc., hereby severally constitute and appoint Dion Hatcher, Lars Glemser and Tamar Epstein, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 24, 2026.

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned, the Registrant’s duly authorized representative in the United States, has signed this Registration Statement on April 24, 2026.

Exhibit 4.3

BY-LAW NO. 2

A By-Law relating to advance notice requirements
for shareholder meetings of VERMILION ENERGY INC.

CONTENTS

WHEREAS this By-Law No. 2 is designed to (i) facilitate an orderly and efficient shareholder meeting process; (ii) ensure that all shareholders receive adequate notice of any director nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation, generally by fixing a deadline for submitting director nominations and setting forth the information to be included in a director nomination notice.

IT IS HEREBY ENACTED as By-law No. 2 of VERMILION ENERGY INC. (hereinafter called the “Corporation”) as follows:

SECTION ONE

INTERPRETATION

1.01        Definitions

In the by-laws of the Corporation, unless the context otherwise requires:

“Act” means the Business Corporations Act (Alberta), and any statute that may be substituted therefor, including the regulations thereunder, as from time to time amended;

“applicable securities laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the applicable published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada;

“appoint” includes “elect” and vice versa;

“articles” means the articles of the Corporation, as defined in the Act, and includes any amendments thereto;

“board” means the board of directors of the Corporation;

“by-laws” means this by-law no. 2, by-law no. 1, and all other by-laws of the Corporation from time to time in force and effect;

“meeting of shareholders” means any meeting of shareholders, including any meeting of one or more classes or series of shareholders;

“notice-and-access” has the meaning set forth in National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer;

“proxy-related materials” has the meaning set forth in National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer;

“public announcement” means disclosure in a press release disseminated by the Corporation through a national news service in Canada or in a document filed by the Corporation for public access under its profile on the SEDAR+ system at www.sedarplus.ca;

“recorded address” means, in the case of a shareholder, the address of such shareholder as recorded in the securities register; in the case of joint shareholders, the address appearing in the securities register in respect of such joint holding or the first address so appearing if there is more than one; and, in the case of a director, officer, auditor or member of a committee of the board, the latest address of such person as recorded in the records of the Corporation;

Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts, unincorporated organizations and personal representatives.

1.02        Conflict with the Act or the Articles

To the extent of any conflict between the provisions of the by-laws and the provisions of the Act or the articles relating to the Corporation, the provisions of the Act or the articles shall govern.

1.03        Headings and Sections

The headings used throughout the by-laws are inserted for convenience of reference only and are not to be used as an aid in the interpretation of the by-laws. “Section” followed by a number means or refers to the specified section of this by-law.

1.04        Invalidity of any Provision of By-laws

The invalidity or unenforceability of any provision of the by-laws shall not affect the validity or enforceability of the remaining provisions of the by-laws.

SECTION TWO

NOMINATION OF DIRECTORS

2.01        Nomination of Directors

Subject to the Act, applicable securities laws and the articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made:

(a)           by or at the direction of the board, including pursuant to a notice of meeting;

In addition to any other requirements under applicable laws, for a nomination to be made by a nominating shareholder, the nominating shareholder must have given notice thereof that is both timely and in proper written form, in each case, in accordance with this by-law.

2.02        Timely Notice

A nominating shareholder must give written notice of a nomination (a “nomination notice”) that complies with this by-law to the chair of the board:

In the event of any adjournment or postponement of a meeting of shareholders, or an announcement thereof, the required time periods for the giving of a nomination notice shall be determined with reference to the adjourned or postponed meeting of shareholders and not the originally scheduled meeting of shareholders.

2.03        Proper Written Form

To be in proper written form, a nomination notice must:

(a)           disclose, as of the date of the nomination notice, as to each person whom the nominating shareholder proposes to nominate for election as a director (a “nominee”):

2.04        Discussion Permitted

Nothing in this Section Two shall preclude a discussion (as distinct from a director nomination) by a shareholder at a meeting of shareholders of any matter that is properly before the meeting pursuant to the provisions of the Act or the discretion of the chair of such meeting.

2.05        Notice

A nomination notice may only be given by personal delivery or by e-mail at such e-mail address as may be stipulated from time to time by the Corporation for purposes of such notice, and shall be deemed to have been given and made only at the time it is served by personal delivery to the chair of the board at the address of the principal executive offices of the Corporation or sent by e-mail (at the address as aforesaid); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Calgary time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

2.06        Additional Matters

SECTION THREE
NOTICES

3.01        Method of Giving Notices

Except as otherwise provided herein, any notice (which term includes any communication, contract document, instrument in writing, or electronic document) to be given (which term includes sent, delivered or served) pursuant to the Act, the articles or the by-laws or otherwise to a shareholder, director, officer, or auditor or member of a committee of the board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to the person’s record address or if mailed to such person at such record address by prepaid mail or if sent to such person by electronic means as permitted by, and in accordance with, the Act. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The foregoing shall not be construed so as to limit the manner or effect of giving notice by any other means of communication otherwise permitted by law.

3.02        Notice to Joint Holders

If two or more persons are registered as joint holders of any share, any notice may be addressed to all of such joint holders but notice addressed to one of such persons shall be sufficient notice to all of them.

3.03        Computation of Time

In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

3.04        Omissions and Errors

The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

3.05        Persons Entitled by Death or Operation of Law

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom such person derives title to such share prior to such person’s name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which such person became so entitled) and prior to such person furnishing to the Corporation the proof of authority or evidence of such person’s entitlement prescribed by the Act.

SECTION FOUR
EFFECTIVE DATE

4.01        Effective Date

This by-law shall come into force when made by the board in accordance with the Act.

MADE by the board the 19^th day of February, 2024.

CONFIRMED by the shareholders in accordance with the Act the 1st day of May, 2024.

Exhibit 4.4

Exhibit 5.1

525 – 8th Avenue S.W., 46th Floor Eight Avenue Place East Calgary, Alberta T2P 1G1 Canada P. 403.776.3700 | F. 403.776.3800   www.torys.com

April 24, 2026

Vermilion Energy Inc.

3500, 520 – 3rd Avenue S.W.

Calgary, Alberta T2P 0R3 Canada

RE: Registration Statement on Form S-8

Dear Sirs/Mesdames:

We have acted as counsel to the Corporation in connection with the filing on the date hereof of a Registration Statement on Form S-8 (the “Form S-8”) with respect to common shares of the Corporation (the “Common Shares”) issuable pursuant to (i) the Corporation’s Omnibus Incentive Plan effective as of April 25, 2022 and most recently amended on November 5, 2025 (the “Omnibus Plan”), and (ii) the Corporation’s Deferred Share Unit Plan effective as of April 25, 2019 and most recently amended on August 12, 2021 (the “DSU Plan”, together with the Omnibus Plan, the “Plans” and each, a “Plan”). We have made such investigations and examined originals or copies certified or otherwise identified to our satisfaction of documents, records and certificates of the Corporation as we have considered necessary or relevant for the purposes of this opinion including:

In rendering this opinion, with regard to all documents examined by us, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies, the authenticity of the originals of such latter documents and the legal capacity of all natural persons who have executed any such documents.

We have also assumed that all Common Shares issued under each Plan will be issued for consideration in property or past services that is not less in value than the fair equivalent of the money that the Corporation would have received if the Common Shares had been issued for money.

Based and relying upon and subject to the foregoing, we are of the opinion that the Common Shares will be validly issued and outstanding as fully paid and non-assessable shares (upon issuance and payment of the exercise price therefor in accordance with the Plans).

The foregoing opinion is limited to the laws of the Province of Alberta and the federal laws of Canada applicable therein.

Our opinion is given as of the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.

We consent to the filing of this opinion as an exhibit to the Form S-8. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 4, 2026 relating to the financial statements of Vermilion Energy Inc. and the effectiveness of Vermilion Energy Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 40-F of Vermilion Energy Inc. for the year ended December 31, 2025.

/s/ Deloitte LLP

Calgary, Canada

April 24, 2026

Exhibit 23.3

CONSENT OF INDEPENDENT ENGINEERS

We refer to our report dated March 3, 2026 and effective December 31, 2025, evaluating the petroleum and natural gas reserves attributable to Vermilion Energy Inc. (the “Company”) and its affiliates (the “Report”).

We hereby consent to the references to our name in the Company’s registration statement on Form S-8 to be filed with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together, the “Registration Statement”).

We also confirm that we have read the Registration Statement and that we have no reason to believe that there are any misrepresentations in the information contained therein that was derived from the Report or that is within our knowledge as a result of the services we performed in connection with such Report.

Yours truly,

MCDANIEL & ASSOCIATES CONSULTANTS LTD.

Calgary, Alberta
April 24, 2026

2000, Eighth Avenue Place, East Tower, 525 – 8 Avenue SW, Calgary, AB, T2P 1G1 Tel: (403) 262-5506 www.mcdan.com

Exhibit 99.1

VERMILION ENERGY INC.

OMNIBUS INCENTIVE PLAN

The Board of Vermilion Energy Inc. (the “Corporation”) has established this Omnibus Incentive Plan (the “Plan”) governing:

In addition to words and phrases defined elsewhere in the Plan (including in the Appendices), the following words and phrases shall have the meanings indicated:

but for certainty shall not include an Unsolicited Bid;

The Plan shall be administered by the Board or such committee of the Board as the Board considers appropriate from time to time (the “Committee”). The composition of the Committee shall at all times comply with any applicable requirements of the Exchange.

In addition to the authority specified in the Appendices, the Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including:

The recommendations and determinations of the Committee shall be subject to review and approval by the Board, and recommendations and determinations approved by the Board shall be conclusive and final and binding on all parties. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, including delegation to a third-party agent or trustee the authority to acquire Common Shares for delivery pursuant to the Plan, and the Committee or any member or agent to whom it has delegated duties as aforesaid may employ one or more Persons to render advice with respect to any responsibility the Committee or such Person may have under the Plan.

Subject to the prior approval of Shareholders and the Exchange, as applicable, the number of Common Shares reserved for issuance by the Corporation from time to time pursuant to the Plan (and pursuant to any other security based compensation arrangements of the Corporation) shall be equal to 3.5% of the aggregate number of the issued and outstanding Common Shares, calculated on an undiluted basis. In addition to Common Shares issued from treasury, Incentives may be settled with cash or Common Shares acquired through the facilities of the Exchange in accordance with the Plan (or any combination thereof).

Pursuant to the Plan: (a) no one Participant may be granted any Incentives which, together with all Incentives then held by such Participant, would entitle such Participant to receive a number of Common Shares which is greater than 5% of the outstanding Common Shares, calculated on an undiluted basis; and (b) the number of Common Shares (i) issued to Insiders, within any one year period, and (ii) issuable to Insiders, at any time, under the Plan (and under any other security based compensation arrangements of the Corporation) shall not exceed 10% of the Corporation’s total issued and outstanding Common Shares, respectively (collectively, the “Insider Participation Limit”).

A non-employee director of the Corporation or any Affiliate (a “Director”) shall only be entitled to receive grants of DSUs, and DSUs shall only be granted to a Director in lieu of cash fees (being a Director’s Annual Retainer, and, to the extent applicable, any Meeting Fees). In all cases DSUs granted shall have the same value as the cash amount of the Annual Retainer, and, to the extent applicable, any Meeting Fees, elected by a Director to be received in DSUs. Any discretionary grant to a Director under any compensation plan of the Corporation or any Affiliate shall be subject to, and not exceed, the Director Participation Limit. Other than DSUs granted in lieu of cash fees on a value for value basis, no discretionary or other grants of DSUs to a Director are permitted pursuant to the Plan and no other Incentives shall be payable, granted or made available to any Director pursuant to the Plan.

Unless and until any Common Shares are delivered to a Participant in accordance with the terms of the Plan, the Participant shall not possess any incidents of ownership of such Common Shares including the right to exercise voting rights in respect of any such Common Shares. Where the Board exercises its discretion to settle an Incentive by way of delivery of Common Shares, the applicable Participant shall only be considered a Shareholder in respect of such Common Shares when the issuance or receipt of such Common Shares has been entered upon the applicable share register(s).

Common Shares, if any, or cash equivalents delivered or deliverable pursuant to the Plan shall only be delivered to a Participant personally except that if a Participant dies, Common Shares, if any, or cash may be delivered to the Participant’s estate. Except for the foregoing and as otherwise provided in the Plan, no assignment, sale, transfer, pledge or charge of any Incentive, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Incentive whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such Incentive shall terminate and be of no further force or effect.

The Corporation retains the right to amend from time to time or to suspend, terminate or discontinue the terms and conditions of the Plan and any Incentives under the Plan by resolution of the Board (subject, in respect of employee savings, to Section 19 of Appendix D). Any amendments shall be subject to the prior consent of any applicable regulatory bodies, including the Exchange, as may be required. Any amendment to the Plan shall take effect only with respect to Incentives payable, granted or to be made, as applicable, after the effective date of such amendment, provided that it may apply to any outstanding Incentives with the mutual consent of the Corporation and the applicable Participant(s). The Board shall have the power and authority to approve amendments relating to the Plan or to Incentives, without further approval of the Shareholders, to the extent that such amendment:

provided that, without Shareholder approval, the alteration, amendment or variance does not:

The Corporation may, without amending the Plan, modify the terms of Incentives for Participants who are foreign nationals or who provide services to the Corporation or any Affiliate from outside of Canada in order to comply with the applicable laws of such foreign jurisdictions (and reflect any such modification in the applicable award agreement relating thereto).

Notwithstanding any other provisions of this Plan, the Corporation shall be entitled to deduct and withhold (from any amounts otherwise payable under the Plan to a Participant) such amounts as the Corporation may be required to deduct and withhold therefrom under any provision of any applicable laws in respect of taxes and, to the extent that such amounts are so deducted, withheld and remitted to the relevant governmental entity, such amount shall be treated as having been paid to the Participant. Unless otherwise prohibited by applicable law, the Corporation shall be entitled to satisfy its withholding tax obligations by (as applicable): (i) the withholding of a cash amount; and (or) (ii) the withholding and sale of a number of Common Shares (from any Common Shares otherwise deliverable to the Participant in accordance with the terms of the Plan) that, in aggregate, are sufficient to satisfy the total withholding tax obligations (with any residual cash or proceeds therefrom to be paid or released to the Designated Participant).

then, in any such case and subject to provisions of the Plan and the prior approval of the Exchange, if required, the Board may make such adjustments to the Plan and to any Incentives outstanding pursuant to the Plan as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent substantial dilution or enlargement of the rights granted to Participants.

The Plan shall be governed by and construed in accordance with the laws in force in the Province of Alberta.

The Plan, as may be amended and (or) restated from time to time, is effective as of April 25, 2022 (the “Effective Date”). The Plan is amended and restated effective as of March 5, 2025.

APPENDIX A - SHARE AWARDS

In addition to the provisions of the Plan, the provisions of this Appendix shall apply to Share Awards.

Share Awards form an integral component of the Plan as specified in Section 1 of the Plan.

Capitalized terms referred to in this Appendix and not otherwise defined in the Plan have the following meanings:

and includes, for an individual Consultant, a company of which the individual Consultant is an employee or shareholder, and a partnership of which the individual Consultant is an employee or partner;

In addition to, and without limiting, Section 3 of the Plan, the Board or designated Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan and this Appendix, to administer this Appendix and to exercise all the powers and authorities either specifically granted to it under the Plan and this Appendix or necessary or advisable in the administration of this Appendix, including, without limitation:

The recommendations and determinations of the Committee pursuant to this Appendix shall, unless expressly authorized by the Committee’s mandate or as otherwise determined by the Board, be subject to review and approval by the Board in accordance with Section 3 of the Plan.

For greater certainty and without limiting the discretion conferred on the Committee pursuant to this Section 3, the Committee’s decision to approve the grant of a Share Award in any year shall not require the Committee to approve the grant of a Share Award to any Service Provider in any other year; nor shall the Committee’s decision with respect to the size or terms and conditions of a Share Award in any year require it to approve the grant of a Share Award of the same size or with the same terms and conditions to any Service Provider in any other year. The Committee shall not be precluded from approving the grant of a Share Award to any Service Provider solely because such Service Provider may previously have been granted a Share Award under the Plan or any other similar compensation arrangement of the Corporation or an Affiliate. No Service Provider has any claim or right to be granted a Share Award.

Share Awards may only be granted to employees, Executives or Consultants of the Corporation or any Affiliate, who are providing services to the Corporation or any Affiliate on an on-going basis, or have provided or are expected to provide services to the Corporation or any Affiliate (individually, a “Service Provider” and collectively, “Service Providers”); provided, however, that the participation of a Service Provider in the Plan is voluntary.

In determining the Service Providers to whom Share Awards may be granted (individually, a “Grantee” and collectively, “Grantees”) and the number of Reference Shares to be covered by each Share Award, the Committee shall take into account such factors as it shall determine in its absolute discretion including, if so determined by the Committee, any one or more of the following factors:

Any Common Shares to be delivered to Grantees of Share Awards settled by delivery of Common Shares (as determined by the Board in its sole discretion) shall be, in the sole discretion of the Board, either:

Each Share Award granted under the Plan and this Appendix shall be subject to the terms and conditions of the Plan and this Appendix and evidenced by a written agreement between the Corporation and the Grantee (an “Award Agreement”), which agreement shall (i) specify that each Share Award is subject to ‘double trigger’ Change of Control vesting provisions substantially similar to the double trigger provisions of the Corporation’s executive employment agreements requiring a Change of Control and termination of employment by the Corporation or by the employee or Executive for good reason (in each case within a specified number of days) (a “Double Trigger”); and (ii) comply with, and be subject to, the requirements of the Exchange and, subject to Section 6(f), the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of the Plan and this Appendix as the Committee or the Board, in its discretion, shall establish):

provided, however: (1) that in the event of the occurrence of a Double Trigger prior to any Vesting Date determined in accordance with provisions of this Section 6(b)(ii), that number of Reference Shares underlying either a Performance Based Award or a Restricted Time Based Award equal to all Reference Shares credited to the Grantee’s Share Award Account (as adjusted by the Adjustment Ratio (as set forth in Section 6(a)), and, if applicable, for changes to FTE status (as set forth in Section 6(e)) shall vest on the earlier of: (i) the next applicable Vesting Date determined in accordance with the above provisions, or (ii) the Date of Termination, and be settled in accordance with Sections 6(c) and 6(d) and, in the case of a Performance Based Award, the Board shall determine the applicable Performance Factor for all Performance Based Awards in accordance with the LTIP Scorecard in effect prior to the Change of Control applied in a manner consistent with its application prior to the Change of Control; or (2) that in the event of the occurrence of an Unsolicited Bid prior to any Vesting Date determined in accordance with provisions of this Section 6(b)(ii), that number of Reference Shares underlying either a Performance Based Award or a Restricted Time Based Award equal to all Reference Shares credited to the Grantee’s Share Award Account (as adjusted by the Adjustment Ratio (as set forth in Section 6(a)), and, if applicable, for changes to FTE status (as set forth in Section 6(e)) that have not yet vested at such time shall vest on the earlier of: (i) the next applicable Vesting Date determined in accordance with the above provisions, or (ii) immediately prior to the effective time of the Unsolicited Bid and be settled in accordance with Sections 6(c) and 6(d) and, in the case of a Performance Based Award, the Board shall in its sole discretion, determine the applicable Performance Factor for all Performance Based Awards having regard to the LTIP Scorecard in effect prior to the Unsolicited Bid.

For greater certainty, the occurrence of a Double Trigger in respect of a particular Grantee shall be governed by and determined in accordance with the applicable Award Agreement.

APPENDIX B - DSUs

In addition to the provisions of the Plan, the provisions of this Appendix shall apply to DSUs.

DSUs form an integral component of the Plan as specified in Section 1 of the Plan.

Capitalized terms referred to in this Appendix and not otherwise defined in the Plan have the following meanings:

In addition to, and without limiting, Section 3 of the Plan, the Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan and this Appendix, to administer this Appendix and to exercise all the powers and authorities either specifically granted to it under the Plan and this Appendix or necessary or advisable in the administration of this Appendix, including, without limitation:

The recommendations and determinations of the Committee pursuant to this Appendix shall be subject to review and approval by the Board pursuant to Section 3 of the Plan.

Each DSU granted under the Plan and this Appendix shall be subject to the terms and conditions of the Plan and this Appendix (and where the Designated Participant is a U.S. Participant, the U.S. Terms and Conditions), and shall comply with and be subject to the requirements of the Exchange and the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of the Plan and this Appendix as the Committee or the Board, in its discretion, shall establish):

SCHEDULE B1

VERMILION ENERGY INC.

OMNIBUS INCENTIVE PLAN

DSU ELECTION NOTICE

Vermilion Energy Inc. (the “Corporation”) pays an Annual Retainer (as defined in the Vermilion Energy Inc. Omnibus Incentive Plan (the “Plan”)) to each member of the board of directors (the “Board”) of the Corporation and other Designated Participants.

Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Plan.

Subject to certain election restrictions set out in the Plan, the undersigned may elect to receive his or her Annual Retainer in the form of DSUs or cash or a combination thereof. A similar election may be made in respect of Meeting Fees if and to the extent Meeting Fees are payable from time to time.

In order to receive the election set forth herein, a completed Election Notice must be received no later than the last Business Day prior to the end of the calendar year preceding the calendar year in which such election is to apply. In the case of a newly appointed or elected Director or other new Designated Participant, an Election Notice must be completed, signed and delivered to the Corporation as soon as possible, and, in any event, no later than 30 days after the Designated Participant’s appointment or election, with such Election Notice to be effective as of the appointment or election date and shall continue in effect until the last day of the calendar year in which such new Designated Participant is appointed or elected.

I,                                   , the undersigned Designated Participant acknowledge that:

1.             I have received and reviewed a copy of the Plan and agree to be bound by the terms and conditions thereof.

2.             I hereby confirm that:

3.             I hereby elect to receive my Annual Retainer for 20 as follows:

Total:            100% (i+ii+iii)

Total:             100%

SCHEDULE B2

VERMILION ENERGY INC.

OMNIBUS INCENTIVE PLAN

DSU REDEMPTION NOTICE
(FOR DESIGNATED PARTICIPANTS OTHER THAN U.S. PARTICIPANTS)

Vermilion Energy Inc. (the “Corporation”) pays an Annual Retainer (as defined in the Vermilion Energy Inc. Omnibus Incentive Plan (the “Plan”)) to each non-employee member of the board of directors (the “Board”) of the Corporation and other specified non-employee service providers, a percentage of which is paid in DSUs. Similarly, Meeting Fees, if and to the extent Meeting Fees are payable from time to time, may be paid in DSUs in accordance with an election to receive Meeting Fees in the form of DSUs.

Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Plan.

In order to redeem the DSUs as set out in this Redemption Notice, a completed Redemption Notice must be received on a timely basis and, in any event, no later than 30 days following the Designated Participant’s Date of Termination.

I,                                      , the undersigned Designated Participant:

Note:

acknowledge that, if the Redemption Date that I have elected falls within a Black-Out Period that commenced prior to my Date of Termination (excluding a Black-Out Period imposed due to a cease trade order), the Redemption Date shall be the date that is the earlier of (i) ten (10) Business Days from the date such Black-Out Period ends, and (ii) the Redemption Deadline; and

SCHEDULE B3

VERMILION ENERGY INC.

OMNIBUS INCENTIVE PLAN

TERMS AND CONDITIONS FOR U.S. PARTICIPANTS

The Board of Directors (the “Board”) of Vermilion Energy Inc. (the “Corporation”) established the Omnibus Incentive Plan (including Appendix B thereto) (the “Plan”) to provide for the issuance of Deferred Share Units (“DSUs”) to non-employee directors and other specified non-employee service providers of the Corporation and its Affiliates. In accordance with Section 10 of the Plan, the Board has determined it is necessary and appropriate to adopt additional terms and conditions under the Plan applicable to Designated Participants (as such term is defined in the Plan) who are citizens or residents of the United States (“U.S. Participants”) in order that the Plan comply with the applicable provisions of Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”), and United States federal and state securities laws. These “Terms and Conditions for U.S. Participants” (the “U.S. Terms and Conditions”) set forth additional terms and conditions for U.S. Participants eligible to participate in the Plan and shall supersede and override any conflicting provision in the Plan to the extent such provision affects a U.S. Participant.

The Plan is hereby incorporated by reference in its entirety into the U.S. Terms and Conditions, subject to and as modified by the supplemental terms and conditions set forth herein. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Plan.

Initially capitalized terms used in the U.S. Terms and Conditions (and not defined in this Section 2 or in the Preamble), will have the meanings ascribed to such terms in the Plan. For the purposes of these U.S. Terms and Conditions, the following words and phrases will have the meanings indicated:

The Plan, as modified and supplemented by these U.S. Terms and Conditions, shall apply to each U.S. Participant who is eligible to participate in the Plan.

DSUs credited under the Plan to U.S. Participants are intended to comply with Section 409A and the Plan (including Appendix B) will be construed and administered accordingly. Notwithstanding any other provision of the Plan, payments provided under the Plan may be made only upon an event and in a manner that complies with Section 409A or an applicable exemption. The applicable provisions of Section 409A are hereby incorporated by reference into the Plan with respect to DSUs credited to the DSU Accounts of U.S. Participants and shall control over any provision in conflict therewith. Nothing in the Plan or these U.S. Terms and Conditions is or contains a representation to any U.S. Participant regarding the tax consequences of the grant, settlement, or sale of any DSU (or the Common Shares underlying such DSU), and should not be interpreted as such. In no event shall the Corporation or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a U.S. Participant on account of non-compliance with Section 409A.

The Common Shares issuable under the Plan will be issued in compliance with all applicable laws, including, without limitation, the U.S. Securities Exchange Act of 1934, as amended, the U.S. Securities Act, and any other applicable U.S. laws. Any resale or transfer of Common Shares issued to a U.S. Participant under the Plan must also comply with all applicable laws governing the resale or transfer of the Common Shares. The Corporation may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any sales of Common Shares issued to a U.S. Participant under the Plan or other subsequent transfers by a U.S. Participant of any such Common Shares, including without limitation (a) restrictions that may be necessary in the absence of an effective registration statement under the U.S. Securities Act, and (b) restrictions as to the use of a specified brokerage firm or other agent for such sales or transfers.

Without limiting Section 9 of the Plan, the Corporation retains the right to amend these U.S. Terms and Conditions and/or any DSU issued to a U.S. Participant to the extent necessary or appropriate to comply with U.S. law.

SCHEDULE B3

EXHIBIT A

VERMILION ENERGY INC.

OMNIBUS INCENTIVE PLAN

REDEMPTION NOTICE
(FOR DESIGNATED PARTICIPANTS WHO ARE U.S. PARTICIPANTS)

Vermilion Energy Inc. (the “Corporation”) pays an Annual Retainer (as defined in the Vermilion Energy Inc. Omnibus Incentive Plan (the “Plan”)) to each non-employee member of the board of directors (the “Board”) of the Corporation and other specified non-employee service providers, a percentage of which is paid in DSUs. Similarly, Meeting Fees, if and to the extent Meeting Fees are payable from time to time, may be paid in DSUs in accordance with an election to receive Meeting Fees in the form of DSUs.

Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Plan, as modified by the U.S. Terms and Conditions.

In order to redeem the DSUs as set out in this Redemption Notice, a completed Redemption Notice must be received prior to a Designated Participant’s Date of Termination.

I,                         , the undersigned Designated Participant:

Note:

SCHEDULE B4

VERMILION ENERGY INC.

OMNIBUS INCENTIVE PLAN

CERTIFICATE OF U.S. PARTICIPANT

This Certificate is delivered pursuant to Section 10 of the Omnibus Incentive Plan of Vermilion Energy Inc. (the “Corporation”), and evidences that the undersigned,                                                , being the holder (the “DSU Holder”) of “deferred share units” (the “DSUs”) which may entitle the DSU Holder to receive certain shares (the “Common Shares”) of the capital stock of the Corporation upon such term, conditions and price as set forth in the Plan, hereby represents, warrants, acknowledges and affirms as follows:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF VERMILION ENERGY INC. (“THE CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE LAWS; (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, (D) WITHIN THE UNITED STATES IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT, FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION, PRIOR TO SUCH OFFER, SALE OR TRANSFER UNDER (D) OR (E) ABOVE. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

SUBJECT TO APPLICABLE CANADIAN LAW, AND PROVIDED THAT THE FOLLOWING PROCEDURE COMPLIES WITH U.S. SECURITIES LAWS AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO U.S. RESTRICTIVE LEGENDS MAY BE OBTAINED FROM THE CORPORATION’S REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT.”

Provided that, if the Common Shares bearing such legend are being sold outside the United States in compliance with Rule 904 of such Regulation S and in compliance with applicable local laws and regulations, the Corporation shall use its reasonable best efforts to cause the legend to be timely removed upon delivery of the certificate and a duly executed declaration to the Corporation’s registrar and transfer agent in the form attached hereto as Exhibit 1 to this Schedule B4 (or as the Corporation may reasonably prescribe from time to time); provided, further, that if any such Common Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the Corporation’s registrar and transfer agent of an opinion of U.S. counsel of recognized standing in form and substance satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws.

Please issue a certificate for the Common Shares (if any) being issued pursuant to my DSUs as follows:

Signature of DSU Holder:

SCHEDULE B4

EXHIBIT 1

VERMILION ENERGY INC.

OMNIBUS INCENTIVE PLAN

DECLARATIONS FOR REMOVAL OF U.S. RESTRICTIVE LEGEND

The undersigned (A) acknowledges that the sale of                                         common shares of the Corporation, represented by certificate number                 , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405 under the 1933 Act) of the Corporation, or is an “affiliate” solely by virtue of being an officer and/or director thereof; (2) the offer of such securities was not made to a “US Person” or to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) in the case of the undersigned being an officer and/or director of the Corporation, no selling concession, fee or other remuneration will be paid in connection with such offer and sale other than the usual and customary broker’s commission; and (4) neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such securities. Terms used herein have the meanings given to them by Regulation S.

Affirmation by Seller’s Broker-Dealer

We have read the foregoing representations of our customer with regard to the sale of shares described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange and (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities. Terms used herein have the meanings given to them by Regulation S.

APPENDIX C – EMPLOYEE BONUSES

In addition to the provisions of the Plan, the provisions of this Appendix shall apply to employee bonuses.

Employee bonuses form an integral component of the Plan as specified in Section 1 of the Plan.

Capitalized terms referred to in this Appendix and not otherwise defined in the Plan have the following meanings:

Participants may be selected by the Board from time to time from among the employees of the Corporation and any Affiliate. A Participant must be an Active Employee on the date of payment in order to be eligible for a Bonus. A Participant whose employment is terminated by the Corporation for any reason shall cease to be entitled to the payment of a bonus as of the Date of Termination.

On an annual basis, the Board will assess the performance of the Corporation and its employees and designate Participants in the bonus component of the Plan. The Board may then allocate to a Participant a bonus in such amount as the Board determines appropriate in its sole discretion. In the event of a Change of Control, the Corporation shall, if approved by the Board, pay to each Participant a final bonus in such amount as the Board determines appropriate immediately prior to the Change of Control.

Subject to this Section 5, payment of bonuses shall be made as soon as is reasonably practicable after the end of each calendar year following determination by the Board of the bonus amount payable to a Participant, by way of: (a) subject to Section 4 of the Plan and the Insider Participation Limit, delivery to a Participant of Common Shares issued by the Corporation from treasury, in which case the number of Common Shares shall be limited as specified in Section 4 of the Plan and the Insider Participation Limit and shall be priced at the Fair Market Value on the day of the determination by the Board of a bonus; (b) a cash payment to the Participant equal to the bonus amount; or (c) a combination thereof as may be determined by the Board in its sole discretion. In the event that (i) the determination by the Board of a bonus occurs within a Black-Out Period, then the Common Shares issuable under any bonus payment shall be priced at the Fair Market Value on the fifth (5th) Business Day immediately following the end of the Black-Out Period; or (ii) the Corporation is unable to issue Common Shares from treasury as payment of a Bonus for any reason, the bonus shall be paid in cash.

APPENDIX D – EMPLOYEE SHARE SAVINGS

In addition to the provisions of the Plan, the provisions of this Appendix shall apply to employee share savings.

Employee share savings for Canadian employees form an integral component of the Plan as specified in Section 1 of the Plan.

Capitalized terms referred to this Appendix and not otherwise defined in the Plan have the following meanings:

Unless otherwise determined by the Corporation, a newly hired Employee will be enrolled as a Participant in employee savings as of the second pay period after that Employee’s start date.

in each case by filing the necessary documents as required or requested by or on behalf of the Administrative Agent and RBC, as applicable, from time to time, and indicating the portion of such contributions allocated to the TFSA, the RRSP or spousal RRSP, or non-registered account, as applicable. In the event that a Participant should wish to transfer any such investments into another TFSA, RRSP or spousal RRSP, or non-registered account, as applicable, or such Common Shares into another RRSP or spousal RRSP, or non-registered account, as applicable, he or she may do so by authorizing the Administrative Agent or RBC, as applicable, to transfer the specified number of Common Shares or investments into such TFSA, RRSP or non-registered account.

The Administrative Agent shall establish a Personal Account (segregated on a registered and non-registered account basis) for each Participant and shall record in each Personal Account:

Where a Participant’s entitlement to make further Personal Contributions and Excess Contributions and to receive Employer Contributions in respect thereof terminates pursuant to Section 11(a)(ii), such termination shall be effective as of the Date of Termination.

Termination of a Participant’s entitlement to make further Personal Contributions and Excess Contributions and to receive Employer Contributions in respect thereof constitutes termination of that Participant’s participation in employee savings pursuant to the Plan.

All notices received and approved by the Corporation will be forwarded to the Administrative Agent.

Thereupon, all Personal Contributions and Excess Contributions by such terminating Participant shall cease from the next pay cheque following receipt of the notice by the Corporation.

Where a Participant continues to be an Employee but is not in receipt of Earnings from the Corporation, that Participant’s entitlement to make further Personal Contributions and Excess Contributions and to receive Employer Contributions shall be suspended effective as of the Contribution Period immediately following the month in which the Employee was not in receipt of Earnings. Such Employee’s entitlement to participate in employee savings pursuant to the Plan shall be reinstated effective as of the first Contribution Period immediately following the month in which the Employee resumed receiving Earnings from the Corporation.

All rights of participation in employee savings pursuant to the Plan are personal to the Participant and no assignment or transfer of any interest in the Common Shares held by the Administrative Agent or investments held by RBC under the Plan will be permitted or recognized other than in respect of a withdrawal in accordance with Section 10 or termination in respect of a withdrawal in accordance with Section 11 or Section 12.

All Common Shares and other investments acquired with the Personal Contributions, Excess Contributions and Employer Contributions of, or on behalf of, a Participant and all of the dividends from such Common Shares and investments, including any dividends from any additional Common Shares or investments purchased, including pursuant to a DRIP, shall at all times be vested in such Participant.

In the event that, at any time, a bona fide offer to purchase is made to all holders of Common Shares, notice of such offer shall be given by the Administrative Agent to each Participant to enable a Participant to tender his or her Common Shares should he or she so desire.

Subject to Section 12(b) of the Plan, in the event that the Common Shares are subdivided, consolidated, converted or reclassified, or any action of a similar nature affecting such Common Shares shall be taken, then the Common Shares held by the Administrative Agent for the benefit of the Participants shall be appropriately adjusted.

The Administrative Agent shall hold the office of administrative agent until otherwise determined by the Board. In the event of the resignation of the Administrative Agent, its successor shall be appointed by the Board. Any successor Administrative Agent shall be vested with all the powers, rights, duties and immunities of the Administrative Agent hereunder to the same extent as if originally named as the Administrative Agent.

SCHEDULE D1

Personal Contribution, Employer Contribution and Excess Contribution Limits in effect as of the Effective Date shall be as set forth below:

Personal Contribution Limit - 7% of a Participant’s Earnings.

Employer Contributions - an amount equal to 0.33 times the Participant’s Personal Contribution.

Excess Contributions - shall not exceed Participant’s Net Earnings.

Exhibit 99.2

VERMILION ENERGY INC.

DEFERRED SHARE UNIT PLAN

The board of directors (the “Board”) of Vermilion Energy Inc. (the “Corporation”) has established this Vermilion Deferred Share Unit Plan (the “Plan”) governing the issuance of DSUs (as defined herein) of the Corporation to non-employee directors and other specified non-employee service providers of the Corporation and its Affiliates (as defined herein).

1.            Purposes

The principal purposes of the Plan are as follows:

2.            Definitions

As used in this Plan, the following words and phrases shall have the meanings indicated:

(f)            “Black-Out Period” has the meaning set forth in Section 5(g);

(h)            “Change of Control” means the occurrence of any of:

(ii)            approval by the Shareholders of the Corporation of:

but for certainty shall not include an Unsolicited Bid;

(i)            “Committee” means a committee of the Board;

(j)            “Common Shares” means common shares in the capital of the Corporation;

62-104 – Take-Over Bids and Issuer Bids and, where the Common Shares are listed and posted for trading on a stock exchange, not exempt from the formal bid requirements of the Securities Act (Alberta), by a person who neither the Board nor management of the Corporation solicited, sought out or otherwise arranged for the offeror party to make such offer;

3.            Administration

The Plan shall be administered by the Board or a Committee of the Board as the Board considers appropriate from time to time. The composition of the Committee shall at all times comply with any applicable requirements of the Exchange.

The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation:

The recommendations and determinations of the Committee shall be subject to review and approval by the Board. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, including without limitation delegation to a third-party agent or trustee the authority to acquire Common Shares for delivery to Designated Participants in accordance with the Plan, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan.

4.            Elections

in either case on a quarterly basis in arrears determined as of the last day of each calendar quarter (except in the case of the last calendar quarter, where such determination shall be made as of December 15) and, in respect of a particular Designated Participant, prorated in and for the calendar quarter in which that particular Designated Participant was newly appointed or elected or ceased to be a Designated Participant (for the period during that quarter such Designated Participant served as a Designated Participant).

5.            Terms and Conditions of DSUs

Each DSU granted under the Plan shall be subject to the terms and conditions of the Plan (and where the Designated Participant is a U.S. Participant, the U.S. Terms and Conditions), and shall comply with and be subject to the requirements of the Exchange and the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of this Plan as the Committee or the Board, in its discretion, shall establish:

(a)            DSU Account

(b)            Number of Common Shares Issuable Pursuant to DSUs

(ii)            No Redemption Date elected by a Designated Participant pursuant to Section 5(d)(i) shall:

6.            Adjustments

(a)            Effect of Certain Changes – In the event:

then, in any such case and subject to the prior approval of the Exchange, if required, the Board may make such adjustments to the Plan and to any DSUs outstanding under the Plan as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent substantial dilution or enlargement of the rights granted to Designated Participants hereunder.

7.            Rights as a Shareholder

Unless and until Common Shares are delivered to a Designated Participant pursuant to any DSU or any election to receive Market-Purchased Shares, as applicable, in accordance with the Plan, that Designated Participant shall not possess any incidents of ownership of such Common Shares including, for greater certainty and without limitation, the right to receive dividends on such Common Shares and the right to exercise voting rights in respect of such Common Shares. Where the Board exercises its discretion to settle a DSU by way of delivery of Common Shares, such Designated Participant shall only be considered a Shareholder in respect of such Common Shares when the issuance or receipt of such Common Shares has been entered upon the applicable share register(s).

8.            Non-Transferability

Common Shares, if any, or cash payments deliverable pursuant to the Plan shall only be delivered to a Designated Participant personally except that if a Designated Participant dies, Common Shares, if any, or cash payments may be delivered to the Designated Participant’s estate. Except for the foregoing and as otherwise provided in this Plan, no assignment, sale, transfer, pledge or charge of a DSU, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such DSU whatsoever in any assignee or transferee and, immediately upon any assignment, sale, transfer, pledge or charge or attempt to assign, sell, transfer, pledge or charge, such DSU shall terminate and be of no further force or effect.

9.            Amendment and Termination of Award Plan

The Corporation retains the right to amend from time to time or to suspend, terminate or discontinue the terms and conditions of the Plan and the DSUs granted hereunder by resolution of the Board. Any amendments shall be subject to the prior consent of any applicable regulatory bodies, including the Exchange, as may be required. Any amendment to the Plan shall take effect only with respect to DSUs granted after the effective date of such amendment, provided that it may apply to any outstanding DSUs with the mutual consent of the Corporation and the Designated Participants to whom such DSUs have been granted. The Board of Directors shall have the power and authority to approve amendments relating to the Plan or to DSUs, without further approval of the Shareholders, to the extent that such amendment:

provided that in the case of any alteration, amendment or variance referred to in this Section 9 the alteration, amendment or variance does not:

10.            Provisions for Foreign Participants

The Corporation may, without amending the Plan, modify the terms of DSUs granted to Designated Participants who are foreign nationals or who provide services to the Corporation or any Affiliate from outside of Canada in order to comply with the applicable laws of such foreign jurisdictions.

11.            Withholding Taxes

When a Designated Participant or other person becomes entitled to receive payment in respect of any DSU pursuant to the Plan, the Corporation shall have the right to and shall withhold on behalf of the Designated Participant or such other person an amount sufficient to satisfy any withholding tax requirements relating thereto and the Corporation shall remit, on behalf of the Designated Participant or such other person, an amount of cash sufficient to satisfy any withholding tax requirements relating thereto. Unless otherwise prohibited by applicable law, satisfaction of the withholding tax obligation shall be accomplished by (as applicable): (i) the withholding of a cash amount sufficient to satisfy the total withholding tax obligation; or (ii) the withholding and automatic sale of a number of Common Shares (from any Common Shares otherwise deliverable to the Designated Participant in accordance with the terms of the Plan) having a Fair Market Value, determined as of the date the withholding tax obligation arises, sufficient to satisfy the total withholding tax obligation.

12.            Miscellaneous

13.            Governing Law

The Plan shall be governed by and construed in accordance with the laws in force in the Province of Alberta.

14.            Effective Date

The Plan is made effective as of January 1, 2019 (the “Effective Date”), as amended and restated effective as of February 27, 2019, January 8, 2020, March 5, 2021 and August 12, 2021.

SCHEDULE “A”

VERMILION ENERGY INC.
DEFERRED SHARE UNIT PLAN

ELECTION NOTICE

Vermilion Energy Inc. (the “Corporation”) pays Annual Remuneration and Meeting Fees (each as defined in the Vermilion Energy Inc. Deferred Share Unit Plan (the “Plan”)) to each member of the board of directors (the “Board”) of the Corporation and other Designated Participants.

Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Plan.

Subject to certain election restrictions set out in the Plan, the undersigned may elect to receive his or her Annual Remuneration and Meeting Fees in the form of DSUs, cash or Market-Purchased Shares or a combination thereof.

In order to receive the election set forth herein, a completed Election Notice must be received no later than the last Business Day prior to the end of the calendar year preceding the calendar year in which such election is to apply. In the case of a newly appointed or elected Director or other new Designated Participant, an Election Notice must be completed, signed and delivered to the Corporation as soon as possible, and, in any event, no later than 30 days after the Designated Participant’s appointment or election, with such Election Notice to be effective as of the appointment or election date and shall continue in effect until the last day of the calendar year in which such new Designated Participant is appointed or elected.

I, ____________________, the undersigned Designated Participant acknowledge that:

1.            I have received and reviewed a copy of the Plan and agree to be bound by the terms and conditions thereof.

2.            I hereby confirm that:

3.            I hereby elect to receive my Annual Remuneration for 20 as follows:

Total:            100%

4.            I hereby elect to receive my Meeting Fees for 20 as follows:

Total:            100%

or lower than the value of the DSU at the time it was credited to my DSU Account under the Plan.

10.            I am receiving DSUs solely in my capacity as a Designated Participant.