Results of special meeting – WasteCo

GOODWOOD CAPITAL LIMITED
Meeting Results Announcement


5 December 2022

Results of Goodwood Capital Limited Special Meeting of Shareholders

At Goodwood Capital Limited’s Special meeting of Shareholders, held in Auckland today, shareholders were asked
to vote on 11 resolutions, which were supported by the Board.

As required by NZX Listing Rule 6.1, all voting was conducted by a poll.

The resolutions passed by shareholders were:

1. 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.
2. 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.
3. 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.

4. 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."

5. 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.

6. Shane Edmond be appointed as a director of the Company with effect from completion of the Restructure.

7. James Redmayne be appointed as a director of the Company with effect from completion of the
Restructure.

8. Carl Storm be appointed as a director of the Company with effect from completion of the Restructure.

9. 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.

10. 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.

11. 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.

Details of the total number of votes cast in person or by a proxy holder are:
Resolution For Against Abstain
1. 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
6,586,157
100.00%
0
0.00%
33,840

all things and execute all documents and
agreements necessary or considered by them
to be expedient to give effect to such
transactions.
2. 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.
6,937,024
99.52%
33,407
0.48%
693
3. 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.
6,585,897
99.50%
33,407
0.50%
693
4. 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.
6,249,024
99.47%
33,407
0.53%
693
5. The Directors of the Company are
authorised to:
(a) issue 10,636,073 ordinary fully paid shares
in the Company to Mounterowen Limited
3,852,237
99.14%
33,407
0.86%
2,500,693

(“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.
6. Shane Edmond be appointed as a director
of the Company with effect from completion of
the Restructure.
6,921,244
99.52%
33,147
0.48%
16,733
7. James Redmayne be appointed as a
director of the Company with effect from
completion of the Restructure.
6,921,244
99.52%
33,147
0.48%
16,733
8. Carl Storm be appointed as a director of the
Company with effect from completion of the
Restructure.
6,921,244
99.52%
33,147
0.48%
16,733
9. 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.
6,544,767
99.29%
46,936
0.71%
27,387
10. 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.
6,905,726
99.43%
39,271
0.57%

26,127
11. 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
6,916,519
99.44%
38,818
0.56%
15,787

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.

Company Secretary