WasteCo acquisition shareholder approvals

GOODWOOD CAPITAL LIMITED
Special Meeting of
Shareholders
5 December 2022

Agenda
2
1.Chairman’s address
2.Presentation –WasteCo Holdings NZ Limited
3.Resolutions
4.Closing

Chairman’s address
3
1.Welcome
2.Summary of the WasteCo Transaction
•The purchase price for the WasteCo Shares is $25.2 million. To satisfy the payment of the
purchase price, GWC will issue 504 million fully paid ordinary GWC shares at an issue price of
NZ$0.05 per share to the existing shareholders of WasteCo (Consideration Shares).
•GWC will issue 80 million fully paid ordinary GWC shares at an issue price of NZ$0.05 per
share to the holders of $4 million of Mandatory Convertible Notes previously issued by
WasteCo (MCN Shares).
•$531,803 of the principal indebtedness of GWC to Mounterowen Limited (currently
amounting to circa $550,000) will be capitalised into 10,636,073 fully paid ordinary GWC
shares at an issue price of NZ$0.05 per share (Debt Capitalisation Shares).
•GWC will issue a further 80,000,000 fully paid ordinary shares (at an issue price of $0.05 per
share) to wholesale investors to raise $4 million of new capital for GWC post completion of
the transaction (Placement Shares).
•Shane Edmond, Carl Storm, and James Redmayne will be appointed as directors of the
Company, to join Roger Gower and Angus Cooper on the Board going forward.
•An increase of the sum of directors fees payable to directors of the Company by $228,000
from the current pool of $72,000 per annum, to an aggregate sum not exceeding $300,000
per annum;

4
•Goodwood Capital will change its name to “WasteCo Group Limited”.
•The ticker code of the Company will change to “WCO”
•Post completion of the transaction, the share capital will look as follows:
Nature of Shares on issue, or to be
issued
Ordinary Shares
% of Total Share Capital following
Restructure
Current shares on issue 13,363,927 1.942%3
Consideration Shares to be issued 504,000,000 73.256%
MCN Shares to be issued 80,000,000 11.628%
Debt Capitalisation Shares to be issued 10,636,073 1.546%
Placement Shares to be issued 80,000,000 11.628%
Total 688,000,000 100%
Chairman’s address

5
3. Board’s recommendation
•The WasteCo business operations are both profitable and are experiencing year on year
growth since the date of their inception.
•WasteCo is led by a team of passionate and experienced executives committed to the
ongoing growth and success of the business.
•The Board considers that the Reverse Listing Transaction and collateral capital raising
represents an exciting opportunity for the Company and its shareholders and strongly
recommends that all shareholders vote in support of the resolutions tabled at the Special
Meeting.
Chairman’s address

Presentation
WasteCo Holdings NZ
Limited

WasteCo Holdings NZ Limited
Corporate Profile
Goodwood Capital Limited –Special Meeting Update

Important Notice and Disclaime
r



This presentation has been prepared by WasteCo Holdings NZ Limited (
WasteCo
) solely to provide
interested parties with further information about WasteCo and its activities as at the date of this
presentation.

The information is of a general nature and does not purport to be complete nor does it
contain all of the information whic
h a prospective investor may require in evaluating a possible
investment in WasteCo or that would be required to be provided to potential investors by law
.



This information is for presentation purposes only and is not an invitation or offer of securities for
subscription, purchase or sale.


It does not constitute legal, financial, tax, financial product or
investment advice.


It may contain forward look ing st
atements that reflect WasteCo's current views
with respect to future events.


Forward look ing statements by their very nature involve inherent risk s
and uncertainties.


Actual results, performance or achievements are lik ely to vary from any future
results,

performance or achievements expressed or implied by this forward
-
look ing information and
variances may be material. Accordingly, no express or implied representations or warranties are, or
will be, made by WasteCo, its directors or any other person as to
the accuracy or completeness of
this forward
-
look ing information or the reasonableness of the underlying assumptions. Recipients are
cautioned not to place undue reliance on such forward
-
look ing information
.



Recipients should also note that past performa
nce cannot be relied upon as an indicator of (and
provides no guidance as to) the future performance, including future financial position, of
WasteCo.

Nothing contained in this presentation should be construed as a promise of any return on
investment from,

or the profitability of, WasteCo, and no return or profitability of any nature is
guaranteed by any person
.



This presentation has been prepared in good faith but the information contained with it has not been
independently verified
.



None of WasteCo, i
ts associated companies and businesses nor any of their directors, officers,
associate or employees mak e any representation or warranty as to the accuracy, completeness or
reliability of any statements, estimates or opinions or other information contained
in this presentation
and any liability is excluded to the maximum extent permitted by law
.

8
Disclaimer

The WasteCo ‘YES’
Answering every question with a ‘Yes’
Partnering with our customers to find innovative solutions
Sustainability
Striving to minimisethe environmental impacts of waste
Global diversion of waste from landfill over 50%
Only Waste company in NZ with Enviro-mark Diamond certification
People
Health and Safety a number one focus –“Everyone has the right to return home safe
and healthy every day.”
Do what you LOVE and you’ll LOVE what you do
Respect, Honesty, Integrity –100% of the Time
We’re all part of the WasteCo Family
YES
A Snapshot of WasteCo Holdings NZ Limited
9

Company Vision
“WasteCo aims to be NZ’s leading waste collection,
recycling and industrial services business with a focus on
people, the environment, innovation and service.
Diversion of waste from landfill is at the core of our social
licence to operate.”
10

A Timeline of WasteCo Holdings NZ Limited
11
AUG 2013WasteCo NZ Limited incorporated
SEP 2013Purchased CHCH Sweeping
FEB 2014First Gantry Bin purchased
FINANCIAL YEAR 2014: 4 employees
FINANCIAL YEAR 2015: 8 employees
NOV 2013First additional Sweeper Truck purchased
MAR 2016WC Port Services incorporated, Cement Ship cleaning
MAY 2015Second additional Sweeper Truck purchased
FINANCIAL YEAR 2016: 10 employees

A Timeline of WasteCo Holdings NZ Limited
12
APR 2016HEB/SDC Partnership on road maintenance contract, 5 years
OCT 2016First FEL Truck purchased
SEP 2017WC Southern incorporated, included Clutha DC and Waitaki DC contracts to 2023
FINANCIAL YEAR 2018: 45 employees
MAY 2018Industrial Services kickstarted
FINANCIAL YEAR 2017: 20 employees
DEC 2017Move to 421 Blenheim Road, consolidating 5 sites to 1, first Sort Centre operation
FINANCIAL YEAR 2019: 50 employees
MAR 2020Mainly Waste gantry business acquisition in CHC

A Timeline of WasteCo Holdings NZ Limited
13
DEC 2020HEB/ADC Roading Maintenance Contract, 5 years
AUG 2021Kilronan Sort Centre (3,600m2) opened, SortCo incorporated
JUN 2021Duffy’s Skips acquisition in Dunedin
OCT 2021Otago Skip Hire acquisition in Dunedin
FINANCIAL YEAR 2020: 55 employees
DEC 2020WasteCo Holdings incorporated
FINANCIAL YEAR 2021: 80 employees
JUN 2021HEB/SDC Roading Maintenance Contract renewal, 5 years
AUG 2021SafeCoincorporated, internal and external STMS training

A Timeline of WasteCo Holdings NZ Limited
14
DEC2021Medical and Quarantine facility commissioned
OCT 2021City Care acquisition CCC/TDC/BP Roading Maintenance Sub Contract, 1/4/5 year
April2022Total Waste Solutions acquisition
FINANCIAL YEAR 2022: 180 employees
ASPIRATIONS:
SOUTH ISLAND : 18 –24 Months
Largest Independent Waste Operator
Largest Sweeping Services Operator
Largest Industrial Services Operator
EXPAND TO THE NORTH ISLAND

Environmental
Services Waste
Environmental
Services
Sweeping
Industrial Services
x 60
Vacuum and
specialised blast
vehicles
x 90
Waste recycling
and collection
vehicles
x 40
Sweepers
scrubbers and
support vehicles
x 190 People x 6 South Island Locations

Environmental Services
Waste Collection Skips
Waste collected through wheelie bins, front load bins, hook bins, skip bins
Enough resources to have same day service in Christchurch, Timaru, Oamaru
and Dunedin
Mixture between private and commercial customers
2000 gantry bins
Front load cardboard cages for recycling and plastic lidded bins for waste
Over 900 cardboard cages lifted weekly for recycling
Long term contract with OjiFS worlds 4
th
largest recycler just signed.
900 front loader bins
16

Environmental Services
17
Council Collections
Waste collected through wheelie bins, recycling and refuse
Purposefully not a major focus due to lower margins
Recognise stable income with lower margin is ok if a relatively small
percentage of revenue
3000+ wheelie bins
Road sweeping for councils and commercial customers
Significant resources available in the South Island to assist all councils for
special one off events
Major clients: HEB, Higgins, Downer, Fulton Hogan, Councils (MDC, TDC,
ADC, CCC, BP, SDC)
20+ sweepers including new EV sweepers
Sweeping

Environmental Services
18
Sorting and Diversion SortCo Kilronan
3,600 m2 sorting facility in Christchurch processing in excess of 30,000
tonnes per annum
Only major player to sort all waste types in South Island
Currently achieving high levels of diversion away from landfill
Kilronanhas potential to be replicated near other waste streams
Future revenue possibilities from new technologies around waste to energy
plants
Medical and Quarantine
Brand new facility to collect and treat medical and quarantine waste
Only the second company in New Zealand with this capability
Target customers include: Doctors, DHB’s, Dentists, Vets, Private Hospitals
Airports and Ports

Industrial Services
Vacuum, Urgent Spill Response, High pressure Blasting, Septic Cleaning
Variety of services offered 24/7/365
Largest offering of industrial services in the South Island
Key customers include: Fonterra, Synlait, Ravensdown, Goodman Fielder
Port Services
From bilge waste removal to cleaning cement ships through to fishing tank
cleaning
South Island wide mobilisation for all tasks at short notice
Key customers include: La FargeHolcim, Sanfords, Sealord, Pacific Basin
19

Opportunities
20
What’s Next: Projects Tendered for
Other milestones:
Technical Services –Start up in Christchurch
Liquid Waste Remediation
Used Oil Processing
Port a Loos start up
1
st
Electric Sweeper working
In the last 3 months we have tendered for a number of Council contracts and other projects,
some with durations of 5+ years. These amount to in excess of $10m and while we don’t
expect to be successful with all we will keep the market updated as these are decided.
These opportunities are predominantly South island while we continue to get one off
opportunities presented to us in the North Island.

Event Specific Opportunities
21
Recently completed a very technical waste project -Christchurch City
Council Bromley waste water treatment plant 25,000m3 of hazardous waste
safely removed to landfill on time and through innovative solution being
developed
Mobilised a dozen vac trucks for recent Christchurch flooding event
resulting in 24hr a day logistics of staff and existing clients.
Recent flooding in Nelson/Marlborough region has teams currently
assisting in the area

Leadership Team
22
Carl Storm
James Redmayne
Leadership Expansion:
Sam VanderpylCFO
Jasmine Etherington Waste Division Manager
Dave OberholzerHealth and Safety Manager(HSQCE)
Lyall Grant Sales Manager
Misty Soper Sweeping Division Manager
Kelvin LintonFleet / Workshop Manager (CHCH)
Hamish Sheppard Industrial Division Manager
Rik West Industrial Technical Services Manager
Alan Langley Special Projects Manager
Graeme WilsonOtago Regional Manager
Mark RoaTimaru Team Leader(IS)
Dean FieldTimaru Team Leader(ES)
Rodney White SortCoWaste Division Manager
WilbaKanara CHCH team leader (IS)
Hermann RombkeFleet Manager-Projects Timaru
Malcolm BrenssellWaitaki Team Leader(ES)
Michael Bennett Balclutha Team Leader(ES)

Directors -On Completion of Transaction
23
•Shane Edmond -Chairman/Non-Executive –Shane was a shareholder and director of WasetCo
prior to the transaction. Extensive experience in financial markets in NZ and the UK and is
currently an executive director of Forsyth Barr Limited
•Roger Gower ( Independent) –existing director Goodwood Capital, Me Today Ltd and Chairman of
PrimePortTimaru Ltd. Roger has wide experience in Food and Beverage(ex Chairman Charlies)
and Transport and Logistics.
•Angus Cooper (Independent) –existing director Goodwood Capital and 30 years experience in the
public company arena. The majority of this was in strategic roles within EbosGroup. Broad
experience across range of sectors.
•James Redmayne –founding shareholder WasteCoand existing director
•Carl Storm –founding shareholder WasteCoand existing director

Current operating environment
The inflationary pressures across New Zealand have been evident at WasteCo
In particular wages and fuel have the most impact
We have been able to pass on a portion of this through pricing changes and we continue to
review the operating environment
Some protection from longer term contracts that have CPI adjustments, even though they
may be in arears, this has been beneficial
Margins held up in the first half and we will ensure pricing and costs are aligned to ensure
this continues into the second half
New business opportunities and customer growth remains strong and we have not seen
any decline year to date. Revenue growth continues at the similar rate as 2022 financial
year
Most of our revenue streams are very defensive through any economic decline in particular
the longer term sweeping and industrial services business
We will look to capitaliseon opportunities that arise from some competitors that are
experiencing margin decline and price pressures
24

Growth Strategy
Waste sector controlled by 2 international waste management
companies with a national footprint in the key centres
Significant opportunities for specialist waste services in targeted
sectors (e.g. B&D) with a focus on sustainability and service
WasteCo’sstrategy is to actively target new contracting opportunities in
regions where the incumbent has underperformed or where we can
leverage our unique skills and can do YESdriven attitude
Listing on NZX provides options for access to new capital from vendors
or new investors
Significant existing acquisition opportunities including several under
active review
Consolidation opportunities likely to provide significant scalability and
synergy value
A number of other large independent NZ waste businesses considering
their succession options
WasteCo is well positioned to target a number of attractive growth opportunities in existing and adjacent
industry segments and geographies in our target to achieving $100m revenue over the next 5 years
Continued Organic
Growth in Waste and
Industrial Services
1
Further Investment in
Plant and
Infrastructure
2
Geographic Expansion
3
Targeted and
Disciplined Acquisition
Strategy
4
Economic growth and
increased waste volumes
Pipeline of waste
contracting opportunities
Expansion into adjacent
services
Significant opportunity to
obtain additional market
share in industrial services
(particularly industrial
cleaning across the rural
sector)
New investment in
medical and quarantine
equipment
Increased investment in
recycling capabilities –
including to service new
contract wins
Expansion of
Christchurch sorting
facility
Establish further network
of strategically located
sorting facilities to
support growth
opportunities
New high pressure water
blasting investment
New hydro excavation
Significant further
opportunities within South
Island which remains the
core focus
Central Otago and upper
South Island areas
identified
Collections across South
Island with sorting in
Christchurch
Fragmented industry
presents significant
number of consolidation
opportunities
Identified a number of
strategic acquisition
targets across both waste
and industrial services
Track record of
successfully integrating
acquisitions
Established acquisition
criteria with expectation
that acquisitions will
deliver significant
synergies
25

Resolutions

Resolution 1
29
Acquisition of 100% of the shares on issue in WasteCo Holdings NZ Limited (“WasteCo”)
–Special Resolution
"The Reverse Listing Agreement entered into between the Company and the shareholders of
WasteCo Holdings NZ Limited (WasteCo) (Sale Agreement), pursuant to which the Company has
agreed to acquire 100% of the shares on issue in WasteCo (WasteCo Shares) for $29.2 million,
which consideration will be satisfied by the issue of:
a)504 million new ordinary fully paid shares in the Company, at an issue price of $0.05 cents per
share, to the shareholders of WasteCo (or their nominees); and
b)80 million new ordinary fully paid shares in the Company, at an issue price of $0.05 cents per
share, to the holders of Mandatory Convertible Notes issued by WasteCo,
and the transactions described in the Sale Agreement are approved, and that the Directors be
authorised to take all actions, do all things and execute all documents and agreements necessary
or considered by them to be expedient to give effect to such transactions."

Resolution 2
30
Issue of 504 million ordinary fully paid shares to the shareholders of WasteCo
(“Consideration Shares”) –Ordinary Resolution
"The Directors of the Company are authorised to issue 504 million ordinary fully paid shares in
the Company to the shareholders of WasteCo as specified in the Explanatory Notes to resolution
2, at an issue price of $0.05 per share in satisfaction of the purchase price payable under the
Sale Agreement (“Consideration Shares”) on the date of the completion of the Acquisition of the
WasteCo Shares, and are further authorised to take all actions, do all things and execute all
documents and agreements necessary or considered by them to be necessary or expedient to
issue the Consideration Shares, such Consideration Shares when issued, shall rank pari passu
(equally) with all existing ordinary shares of the Company."

Resolution 3
31
Issue of 80 million ordinary fully paid shares to the holders of Mandatory Convertible
Notes previously issued by WasteCo (“MCN Shares”) –Ordinary Resolution
"The Directors of the Company are authorised to issue 80 million ordinary fully paid shares in
the Company to the holders of Mandatory Convertible Notes previously issued by WasteCo as
specified in the Explanatory Notes to resolution 3, at an issue price of $0.05 per share in
satisfaction of the Company’s obligations under the Sale Agreement (“MCN Shares”) on the date
of the completion of the Acquisition of the WasteCo Shares, and are further authorised to take
all actions, do all things and execute all documents and agreements necessary or considered by
them to be necessary or expedient to issue the MCN Shares, such MCN Shares when issued,
shall rank pari passu (equally) with all existing ordinary shares of the Company."

Resolution 4
32
Issue of 80 million new ordinary fully paid shares to wholesale investors (“Placement
Shares”) –Ordinary Resolution
"The Directors of the Company are authorised to:
a)issue 80 million ordinary fully paid shares in the Company to wholesale investors
(“Placement Shares”) at an issue price of $0.05 per Placement Share; and
b)take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to issue the Placement Shares,
such Placement Shares when issued, shall rank pari passu (equally) with all existing ordinary
shares of the Company."

Resolution 5
33
Issue of 10,636,073 new ordinary fully paid shares to Mounterowen Limited (“Debt
Capitalisation Shares”) –Ordinary Resolution
"The Directors of the Company are authorised to:
a)issue 10,636,073 ordinary fully paid shares in the Company to Mounterowen Limited (“Debt
Capitalisation Shares”) at an issue price of $0.05 per Debt Capitalisation Share; and
b)take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to issue the Debt Capitalisation Shares,
such Debt Capitalisation Shares when issued, shall rank pari passu (equally) with all existing
ordinary shares of the Company."

Resolution 6
34
Appointment of Shane Edmond as Director –Ordinary Resolution
"Shane Edmond be appointed as a director of the Company with effect from completion of the
Restructure."

Resolution 7
35
Appointment of James Redmayne as Director –Ordinary Resolution
"James Redmayne be appointed as a director of the Company with effect from completion of the
Restructure."

Resolution 8
36
Appointment of Carl Storm as Director –Ordinary Resolution
"Carl Storm be appointed as a director of the Company with effect from completion of the
Restructure."

Resolution 9
37
Approval of Directors’ Fees –Ordinary Resolution
"That the aggregate maximum amount of fees which can be paid to the Directors be increased
by $228,000 from the current pool of $72,000 per annum to an aggregate sum not exceeding
$300,000 in respect of each financial year, where such amount (or lesser amount determined by
the Directors for a financial year) will be divided among the Directors in such proportion and in
such manner as they may agree."

Resolution 10
38
Issue of up to 35,200,000 Options to Employees, Contractors, and Non-executive
Directors -Ordinary Resolution
"The Directors of the Company are authorised to:
a)issue up to 35,200,000 options to acquire ordinary shares in the Company, to employees,
contractors, and to non-executive Directors of the Company on the terms set out in the
Explanatory Notes accompanying this Notice of Meeting; and
b)take all action, do all things, and execute all documents and agreements necessary or
considered by them to be expedient to give effect to the issue of the options.”

Resolution 11
39
Issue of up to 126,560,000 new ordinary fully paid shares to wholesale investors
(“Post Completion Shares”) –Ordinary Resolution
"The Directors of the Company are authorised to:
a)issue up to 126,560,000 new ordinary fully paid shares in the Company to wholesale
investors (“Post Completion Shares”) at an issue price of not less than $0.05 per Post
Completion Share, at any time during the course of the 12 month period following the date
of the Special Meeting; and
b)take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to issue the Post Completion Shares,
such Post Completion Shares when issued, shall rank pari passu (equally) with all existing
ordinary shares of the Company."

Closing