Notice of Annual Meeting

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GOODWOOD CAPITAL
LIMITED




NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS

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GOODWOOD CAPITAL LIMITED
PO Box 42 258
Orakei
Auckland, 1745


25 August 2022


Dear Shareholder,

The Board of Goodwood Capital Limited (GWC) is pleased to invite you to the 2022 Annual
Meeting to be held on Thursday, 15 September at 10.00 a.m.

The Board has previously announced that it will be seeking shareholder approval for the
implementation of a significant operational and capital restructure which has been negotiated
and endorsed by the Board relating to the conditional acquisition of WasteCo Holdings NZ
Limited (WasteCo), subject to shareholder approval (Restructure).

The Board had hoped to be in a position to table the proposed Restructure to shareholders at
the forthcoming Annual Meeting, but unfortunately due to reasons which have been
previously announced to the market, the materials required to be submitted to shareholders
will not be available for distribution prior to the date of the Annual Meeting.

The Board anticipates that a Special Meeting of GWC shareholders (Special Meeting) will be
held prior to the end of November to consider the WasteCo acquisition.

In the interim, the Board has arranged for representatives of WasteCo to attend the Annual
Meeting with a view to presenting an introduction to the commercial operations of WasteCo
to GWC shareholders.

The Board encourages you to attend to the Annual Meeting to learn more about the potential
WasteCo acquisition and the business operations of WasteCo.

Yours sincerely



Sean Joyce
Chairman

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GOODWOOD CAPITAL LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of Goodwood Capital Limited
(the "Company”) will be held at the offices of Link Market Services Limited, Level 30, PwC
Tower, 15 Customs Street West, Auckland 1010, on Thursday, 15 September 2022
commencing at 10:00am.

BUSINESS OF THE MEETING
1. Remuneration of Auditors – Ordinary resolution

To authorise the Board to fix the remuneration of the Company’s auditors for the
forthcoming year.

NOTES

1. PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled
to appoint a proxy to attend and vote for them instead. A proxy need not be a
shareholder of the Company.

A proxy form is enclosed and to be effective must be lodged with the Company’s Share
Registrar, Link Market Services Limited by either mailing to Link Market Services Limited
at PO Box 91976, Auckland 1142, by sending your proxy appointment to
meetings@linkmarketservices.com or vote online at
https://investorcentre.linkmarketservices.co.nz/voting/GWC (in each case), so as to be
received by no later than 48 hours before the meeting is due to begin (ie before 10:00am
Tuesday, 13 September 2022).

If you wish to appoint an independent director or the Chairman as your proxy, Sean Joyce
(Chairman of GWC) is willing to act on your behalf.

If you return this Proxy Form without directing the proxy how to vote on any particular
matter, the proxy will vote as he or she thinks fit.

2. VOTING RESTRICTIONS
There are no voting restrictions.


By Order of the Board of Directors



Sean Joyce
CHAIRMAN

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EXPLANATORY NOTES

NZX Listing Rules (“Listing Rules”) and Companies Act 1993 (“Act”)

The Company is listed on the NZX Main Board and must comply with the Listing Rules and the
Act. In addition, various provisions of the Listing Rules are included in the Constitution. The
Act, the Constitution and the Listing Rules contain specific requirements which are relevant to
the resolutions comprised in this Notice.

The implications of the Listing Rules, the Act and the Constitution, insofar as they relate to
each resolution, are addressed in the Explanatory Notes to each resolution.

Nature of Resolutions
The resolution which is to be considered at the Meeting is an ordinary resolution. An ordinary
resolution is a resolution passed by a simple majority of votes of shareholders of the
Company, entitled to vote and voting.

RESOLUTION 1 – REMUNERATION OF AUDITORS – ORDINARY RESOLUTION

Baker Tilly Staples Rodway is automatically reappointed at the annual meeting as the auditor
of the Company under section 207T of the Companies Act. This resolution authorises the
Board to fix the fees and expenses of the auditor.

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GOODWOOD CAPITAL LIMITED
LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/GWC

Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD GOODWOOD CAPITAL LIMITED ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of shareholders of Goodwood Capital Limited (the Company) will be held at the offices of Link Market Services
Limited, Level 30, PwC Tower, 15 Customs Street West, Auckland 1010, on Thursday, 15 September 2022 commencing at
10:00am.
Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement
instructions above) to be received by Link Market Services (the share registry), no later than 10am Tuesday, 13 September 2022. You
can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/GWC or by scanning the QR code above with your smartphone. Your proxy need
not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy by entering “Chairman” in the relevant
space on the reverse of this form.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business.
If you return this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain
from voting (providing the proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose
of that form, but only to vote to the extent of the voting instructions provided.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a
corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal
of the corporate shareholder (if it has one).
Go online to https://investorcentre.linkmarketservices.co.nz/voting/GWC to appoint your proxy

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Goodwood Capital Limited.

hereby appoint _____________________________________________of________________________________________________
(Full Name) (Full Address)

Or failing
him/her____________________________________________of________________________________________________
(Full Name) (Full Address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 10am on Thursday, 15
September 2022 and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not
to vote on your behalf during a poll and your votes will not be counted computing the required majority, for that item and to vote
on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the
meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she
sees fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
To consider and, if thought fit, pass the following ordinary resolution:

Tick () in box to vote

For Against Abstain Discretion


1.
Remuneration of Auditors
To authorise the Board to fix the remuneration of the Company’s
auditors for the forthcoming year.

   
STEP 3: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Signed this_______________________________________________day_______________________________________________2022

Signature _______________________________________________________________________________________________________


Contact Name: Daytime contact number:

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