Completion of WasteCo acquisition / reverse listing

Capital Change Notice

Updated as at 17 October 2019



Section 1: Issuer information
Name of issuer Goodwood Capital Limited
NZX ticker code GWC
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZSNKE0001S9
Currency NZD
Section 2: Capital change details
Number issued 674,636,073
Nominal value (if any) N/A
Issue price per security $0.05
Nature of the payment (for example, cash or other consideration) Cash, and capitalisation of debt
as detailed below
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued (calculated on
the number of Financial Products of the Class, excluding any
Treasury Stock, in existence)
5,048.187%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion price and
Conversion date and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option (for example, the
exercise price and exercise date)
N/A
Reason for issue and specific authority for issue (the reason for
change must be identified here)
Issue of 504,000,000 shares
(“Consideration Shares”) to the
vendors of WasteCo Holdings NZ
Limited.
Issue of 80,000,000 shares to the
holders of $4 million of mandatory
convertible notes previously
issued by WasteCo Holdings NZ
Limited.
Issue of 80,000,000 shares to
subscribers in wholesale
placement.
Issue of 10,636,073 ordinary
shares to Mounterowen Limited to
capitalise principal indebtedness.
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
688,000,000
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Shareholder resolutions 1, 2, 3, 4,
5, passed at the special meeting
of shareholders held on 5
December 2022, and directors’
resolutions.

Terms or details of the issue (for example: restrictions, escrow
arrangements)
All shares will rank equally with
fully paid ordinary shares
currently on issue.
Additionally, the recipients of the
Consideration Shares will be
restricted from trading 80% for the
Consideration Shares for a lock
up period which ends on the first
business day after the date on
which WasteCo releases its
preliminary result to the market for
the financial year ending 31
March 2023.
Certain exceptions apply to this
lock up arrangement, as
summarised on page 21 of the
Listing Profile released to the NZX
on 16 November 2022
Date of issue 5 December 2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Sean Joyce
Contact person for this announcement Sean Joyce
Contact phone number +64 21 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP

5 December 2022

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LISTING PROFILE
Goodwood Capital Limited
REVERSE LISTING OF THE WASTECO GROUP
Date: 18 November 2022
Prepared pursuant to Listing Rule 7.3.1(b)
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CONTENTS
PAGE
1. KEY INFORMATION SUMMARY1
2. LETTER FROM CHAIRMAN OF GOODWOOD CAPITAL LIMITED4
3. BACKGROUND5
4. THE WASTECO GROUP AND WHAT IT DOES7
5. KEY FEATURES OF THE SHARES24
6. FINANCIAL INFORMATION25
7. RISKS TO THE WASTECO GROUP’S BUSINESS AND PLANS28
8. TAX32
9. WHERE YOU CAN FIND MORE INFORMATION33
10. CONTACT INFORMATION34
11. GLOSSARY OF TERMS35

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WasteCo Group
1
- Road sweeping for Councils and commercial
customers. WasteCo operates an extensive
sweeping operation in the South Island.
- Waste sorting and diversion. WasteCo
operates a 3,600 square metre dedicated
sorting facility in Christchurch with a strong
focus on diversion from landfill. WasteCo is
currently achieving global diversion in excess
of 50% of waste away from the landfill.
- A new specialised facility for the collection
and treatment of medical and quarantine
waste, which has recently been implemented
by WasteCo.
- Training services. WasteCo provides internal
and external training courses, both to its own
staff and to third party organisations.
• Industrial services, which comprise the
following operations:

- High pressure water blasting, urgent spill
response services, vacuum loading, septic
tank cleaning and portaloos. These services
are offered on a 24/7/365 basis. WasteCo
is one of the largest providers of industrial
services in the South Island.
- Port services. WasteCo provides
maintenance, cleaning and auxiliary services
to several ports and shipping companies in
the South Island.
WasteCo commenced its business operations in
2013, and has continued to grow progressively
and consistently since its inception:
WHAT IS THIS ?
This document is a Listing Profile to support
a Reverse Listing of WasteCo. If the Reverse
Listing completes, you will retain your
Shares. Shares give you an ownership stake
in the ownership of the Company, which
on completion of the Reverse Listing will
effectively become an ownership interest in the
WasteCo Group.
You may receive a future return if the Company
pays dividends or if your Shares increase in
value and you are able to sell them at a higher
price than you paid for them.
If the Company runs into financial difficulties
and is wound up, as a Shareholder you will be
paid only after all creditors have been paid.
You may lose some or all of your investment.
ABOUT WASTECO GROUP
The WasteCo Group (WasteCo) owns and
operates a range of business activities
associated with waste and refuse collection,
recycling and disposal, street cleaning, and
other industrial services.
The business operations of WasteCo comprise:
• Environmental services, which comprise the
following operations:

- Waste collection via front load bins, hook
bins, skip bins and wheelie bins from both
commercial and private customers.
- A large gantry collection operation in
Christchurch.
FY ended 31 March
2020 (unaudited)
FY ended 31 March
2021 (audited)
FY ended 31 March
2022 (audited)
Annual revenue$8.4m$10.3m$18.8m
EBITDA$2.0m$2.7m $3.2m
Number of Employees 5196166
Further information regarding the business activities of the WasteCo Group, in addition to what is
contained in this Profile, can be viewed at www.wasteco.co.nz.
HOW WASTECO WAS VALUED
The Company negotiated the purchase price for 100% of the shares in WasteCo on a commercial
arms-length basis with the Vendors.
1. KEY INFORMATION SUMMARY

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The $25.2 million purchase price for 100% of
the shares in WasteCo was agreed based on the
Company’s board’s evaluation of the historical
revenues and EBITDA produced by the WasteCo
Group, the WasteCo Group’s potential to
generate revenue in the future, gross margins,
brand strength and future growth potential,
together with the face value of the $4 million
of mandatory convertible notes issued by
WasteCo recently – presenting an aggregate
acquisition price of $29.2 million.
More detail on the valuation of the WasteCo
Group is contained in section 4 (The WasteCo
Group and what it does), on page 7 of this
Profile.
HOW YOU CAN GET YOUR MONEY OUT
Shares are quoted on the NZX Main Board. This
means you may be able to sell them on the NZX
Main Board if there are interested buyers. You
may get less than you invested. The price will
depend on the demand for Shares.
KEY DRIVERS OF RETURN
The WasteCo Group has established key
partnerships with both commercial and local
body organisations as well as thousands of
private individuals, and the diversity in its
offerings ensure highs and lows are smoothed
across the different sectors it operates in.
Waste and waste diversion are core
components of the WasteCo business and
continue to be a driver for innovation in the
industry. The recent opening of WasteCo’s
large (3,600m
2
) sorting facility in Christchurch
has incurred-setup costs, as anticipated and
budgeted for, which has impacted the financial
results for the WasteCo Group. The facility is
well ahead of target to reach breakeven.
Sweeping and industrial services are offered
across both local body and commercial
platforms with both divisions offering services
that stand out in terms of delivery, quality,
safety and innovation.
The recent addition of medical and quarantine
waste treatment and disposal facilities in
WasteCo’s main Christchurch location has been
welcomed by the industry that utilises these
types of facilities. WasteCo is only the second
operator in both the South Island, and New
Zealand, to offer such treatment and disposal
options.
Further expansion on treatment, remediation
and disposal of other types of industrial waste
are an open door offering for WasteCo, with very
few players in this market currently. The barriers
to entry are such that it takes a considerable
amount of time to generate a “waste stream”
to enable productive and efficient utilisation of
these types of facilities. WasteCo is well placed
with the “waste streams” it has nurtured and
grown over the past 9 years to launch in this
market.
Revenues generated from “business as usual”
activities
The most significant opportunity immediately
available to the WasteCo Group is the continued
provision of WasteCo Group’s services to
customers throughout the South Island of New
Zealand, recognising the size of the waste, refuse
and industrial services market in New Zealand.
In addition, the Vendors consider that the
growing global trend for corporate and
retail consumers to focus on recycling and
sustainability presents significant opportunities
for WasteCo to launch into complementary
vertical markets.
The New Zealand Market
The New Zealand waste market has traditionally
been dominated by two large, internationally
owned players. The WasteCo Group has an
opportunity, as a relative newcomer to the
sector, with its unique brand identity, to grow
vertical markets and to increase its existing
market share. The Vendors consider that this
can be achieved through an extensive brand and
marketing campaign that promotes the brand
ethos and the focus on the provision of a quality
timely service, as well as continuing to establish
a premium brand across the waste, refuse and
industrial services sectors.
Innovation & Vertical Expansion
WasteCo has further opportunities to expand
its brand presence in the waste, refuse and
industrial services space through providing new
additional services and through innovation.
As further set out in Section 4 (The WasteCo
Group and what it does), WasteCo currently has
three (3) principal business divisions:

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WasteCo Group
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• Environmental services – waste
• Environmental services – sweeping
• Industrial services
Although not an immediate focus, the Vendors’
view is that WasteCo Group will be in a position
to innovate by leveraging the WasteCo platform
to both expand the existing business divisions,
and to enter into new complementary verticals
outside of its existing waste, refuse and
industrial services sectors.
Geographical Expansion
Currently, the WasteCo Group’s activities are
domiciled in the South Island – primarily in
Christchurch, Ashburton, Timaru, Oamaru,
Dunedin and Balclutha.
The Vendors believe there is opportunity to
launch the WasteCo Group’s services into
other regions within the South Island and also
potentially into the North Island market, which
represents a materially larger market than
the South Island, given the population and
industrial density in the North Island.
Efficiencies of Scale and improved Margin
with increased size
The Vendors’ view is that the business should
be able to increase its direct gross margins
as the volume of business generated by the
business operations increases.
Acquisition Opportunities
Since commencement of its business, the
WasteCo Group has acquired eight (8) new
businesses, with the acquisition size of the
businesses ranging from between $200,000 in
value up to $3.75 million.
The Vendors believe that there are many
complementary business acquisition
opportunities in the market and consider
that they are proficient in identifying suitable
acquisition targets, negotiating a “fair value”
acquisition, and integrating those new
businesses into WasteCo’s existing business
operations.
In addition, the Vendors believe that the ability
of the Company to offer shares in a listed
company as partial consideration to fund the
purchase price for future acquisitions (by way
of the Post Completion Shares being approved
by shareholders, as further detailed in the
Notice of Special Meeting) will also be attractive
to many vendors of suitable businesses who
still wish to retain some exposure to the waste
and refuse sector following the sale of their
business.
KEY RISKS AFFECTING THIS
INVESTMENT
Investments in shares are risky. You should
consider all of the information in this Profile,
and previously disclosed information about the
Reverse Listing and the WasteCo Group, when
deciding if the degree of uncertainty about the
Company’s future performance and returns
is suitable for you. The price of Shares should
reflect the potential returns and the particular
risks of Shares.
The Vendors consider the following risks to be
the most significant risk factors that could affect
the WasteCo Group, and by extension the value
of the Shares:
• Dependence on key personnel
• Loss of significant contracts
• Competition
• Management of growth opportunities
(including entry into new markets)
• Regulatory risk
• Environmental
• Health and safety
This summary does not cover all of the risks
which might affect the WasteCo Group, and
by extension an investment in Shares. You
should read section 7 of this Profile (Risks to the
WasteCo Group’s business and plans) and other
places in this Profile that describe risk factors
(for example, risks arising for investors from
the nature of the product), and the strategies
the Company has to mitigate those risks where
practicable.
WHERE YOU CAN FIND THE WASTECO
GROUP’S FINANCIAL INFORMATION
The financial position and performance of the
WasteCo Group are essential to an assessment
of this investment. You should also read section
6 of this document (Financial information).

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2. LETTER FROM CHAIRMAN OF GOODWOOD CAPITAL LIMITED
18 November 2022
Dear Goodwood Capital shareholders,
The Board of Goodwood Capital Limited (Company or GWC) is seeking shareholder approval for the
implementation of a significant operational and capital restructure which has been negotiated and
endorsed by the Board of the Company relating to the conditional acquisition of WasteCo Holdings
NZ Limited (WasteCo) which was announced to the market on 26 April 2022, subject to shareholder
approval (Restructure).
Principally the Restructure comprises the acquisition of WasteCo. WasteCo, through its wholly owned
subsidiaries, owns and operates a range of business activities associated with waste and refuse
collection, recycling and disposal, street cleaning, and other industrial services.
In the view of the GWC Board, the waste, refuse and industrial services sector is a particularly
attractive commercial vertical to be investing in. The sector is robust, growing and innovative, and I
believe represents a fantastic investment opportunity for the Company.
The WasteCo business operations are both profitable and are experiencing year on year growth.
WasteCo is led by a team of passionate and experienced executives committed to the ongoing growth
and success of the business.
The Restructure effectively values the equity of the WasteCo business at $25.2 million, plus an
additional $4 million to redeem the Mandatory Convertible Notes recently issued by WasteCo. The
total $29.2 million acquisition price will be satisfied by the issue of 504 million shares in the Company
to the Vendors for the $25.2 million purchase price, and the issue of an additional 80 million shares in
the Company to redeem the Mandatory Convertible Notes, with all such new shares having an issue
price of $0.05 per share.
The issue price of $0.05 per share effectively values the intangible value of the Company as a “listed
shell” at approximately $668,000. In the Board’s opinion, this represents a fair valuation of the
Company.
As at 31 March 2022, the WasteCo Group had consolidated total assets of $34.45m, $32.16m total
liabilities, $16.71m borrowings, and total equity $2.28m. The Restructure will significantly strengthen
the Company’s financial position. Following the Restructure, the Company will have equity of
approximately $33.4m and cash of approximately $4m.
Board recommendation
Having regard to the business opportunity afforded to the Company by the acquisition of the
WasteCo Group, the exciting sector in which the WasteCo Group operates, the historical financial
performance and growth that the WasteCo Group is experiencing and the prospects for the WasteCo
Group in the future, the Board considers that the acquisition of the WasteCo Group represents an
exciting opportunity for the Company and its shareholders.
The Board recommends that all shareholders read this Profile together with the Independent
Advisor’s Report and Appraisal Report that accompany the Notice of Meeting.
The Board of Goodwood Capital Limited is very pleased to present the WasteCo acquisition to
shareholders for their consideration. We encourage shareholders to approve all of the resolutions at
the Special Meeting.
Yours sincerely
Sean Joyce
Chair
Goodwood Capital Limited

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WasteCo Group
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3. BACKGROUND
INTRODUCTION
Goodwood Capital Limited (Company) is
listed on the NZX Main Board. The Company
is currently a shell company, with no trading
activity or assets apart from a nominal amount
of cash.
On the date of completion of the Reverse
Listing, the Company will have debt not
exceeding $656,000, of which circa $550,000
is currently owed to Mounterowen Limited
(Mounterowen Indebtedness), a company
associated with Sean Joyce, a director of
the Company. Otherwise, the Company’s
liabilities are minor trade creditors relating to
maintaining its status as an NZX listed company.
In 2020, Mounterowen negotiated to acquire
all third party debt owed by the Company (then
Snakk Media Limited) whilst the Company
was in liquidation, as a pre-condition to
organising for the Company to be removed
from liquidation in October 2020. Since that
time, Mounterowen has continued to fund
the ongoing costs of the Company, i.e. NZX
listing fees, share registry fees, audit fees,
accounting fees, directors’ fees and other costs,
the intention being that the Company would
ultimately find a suitable business to merge
with, or acquire.
As previously advised to its shareholders
(Shareholders), the Company has been actively
seeking to find a business to invest in, or
to undertake a reverse listing of a business
seeking to list on the NZX Main Board.
On 26 April 2022, the Company announced
to NZX that it had reached a conditional
agreement to acquire 100% of WasteCo
Holdings NZ Limited (WasteCo) via a proposed
‘reverse listing’ (Reverse Listing). WasteCo
owns 100% of a number of operating subsidiary
companies that together undertake a range
of business activities associated with waste
and refuse collection, recycling and disposal,
street cleaning, and other industrial services
(together, the WasteCo Group) throughout the
South Island. As such, the WasteCo Group will
also be acquired by the Company if the Reverse
Listing goes ahead.
If the Reverse Listing completes, the Company
will be renamed WasteCo Group Limited, and
its NZX ticker code will be changed to ‘WCO’.
This document (Profile) has generally been
prepared as if the Reverse Listing had already
completed. When reading this document,
references to the Company should be read as if
it had acquired the WasteCo Group, unless it is
stated otherwise or the context requires.
This Profile should be read together with the
information contained in the Notice of Meeting
which it forms a part of.
OVERVIEW
In a ‘reverse listing’, a listed company (in this
case, the Company) acquires a private company
(in this case, WasteCo, and by extension the
WasteCo Group), and pays for the acquisition
by issuing shares in itself to the vendors of the
private company. The effect is that the private
company becomes a subsidiary of the listed
company and ‘reverse lists’, and the vendors of
the private company become shareholders of
the listed company.
If the Reverse Listing completes:
• The existing shareholders of WasteCo
(Vendors) will be issued 504,000,000
fully paid ordinary shares of the Company
(Consideration Shares) at an issue price of
NZ$0.05 per share as consideration for all
of the shares in WasteCo (and indirectly,
the WasteCo Group). The valuation for the
Consideration Shares is therefore $25.2
million. In addition, the Company will issue
80 million fully paid ordinary shares of the
Company to the holders of $4 million of
Mandatory Convertible Notes previously
issued by WasteCo. The Company therefore
proposes to acquire 100% of the shares in
WasteCo for an aggregate purchase price of
$29.2 million.
• $531,803 of the Mounterowen
Indebtedness shall be capitalised into
ordinary shares in the Company by issuing
10,636,073 fully paid ordinary shares in the
Company to Mounterowen (Capitalised
Debt Shares) at an issue price of NZ$0.05
per share. The balance of the indebtedness
of the Company to Mounterowen and

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others will be paid shortly after the date of
the completion of the transaction.
• Following completion of the transaction,
GWC will effectively acquire all the assets
and assume all the liabilities of WasteCo.
As at 31 March 2022, the WasteCo
Group had consolidated total assets of
$34.45m, $32.16m total liabilities, $16.71m
borrowings, and total equity $2.28m.
• The Company will additionally issue a
further 80 million new fully paid ordinary
shares in the Company (Placement Shares)
to certain wholesale investors (as that term
is defined in the Financial Markets Conduct
Act 2013) at an issue price of $0.05 per
share to raise $4 million of additional
new capital for the Company post
completion of the Reverse Listing. Due
to the regulatory framework associated
with reverse listing transactions, GWC
is restricted from raising new capital via
an offer to all existing shareholders of
GWC, or other members of the public, in
conjunction with the completion of the
transaction.
The Vendors will own approximately 74%
of the Company assuming that the Reverse
Listing completes, the Capitalised Debt
Shares are issued and the Placement Shares
are issued in full.

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OVERVIEW OF THE WASTECO GROUP
The WasteCo Group is comprised of WasteCo Holdings NZ Limited and six wholly owned subsidiary
companies – WasteCo NZ Limited, WasteCo NZ (Southern) Limited, WasteCo Port Services NZ Limited,
WasteCo Finance NZ Limited, SafeCo Training NZ Limited and SortCo NZ Limited, all of which are New
Zealand incorporated companies.
The following diagrams show the structure and ownership of the Company and of the WasteCo
Group, both before and after the Reverse Listing.
4. THE WASTECO GROUP AND WHAT IT DOES
WASTECO GROUP STRUCTURE
BEFORE REVERSE LISTING
Goodwood Capital Limited, NZX �cker "GWC"
GWC
Shareholders
COMPANY STRUCTURE
WasteCo Finance NZ LimitedSafeco Training NZ LimitedSortCo NZ Limited
WasteCo Port Services
NZ Limited
WasteCo NZ (Southern)
Limited
WasteCo NZ Limited
100%100%100%
100%100%100%
En��es associated with the Shareholders
and holders of MCN's
WasteCo Holdings NZ Limited

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AFTER REVERSE LISTING AND PLACEMENT
WasteCo Finance NZ LimitedSafeco Training NZ LimitedSortCo NZ Limited
WasteCo Port Services
NZ Limited
WasteCo NZ (Southern)
Limited
WasteCo NZ Limited
100%100%
100%
100%
100%100%100%
WasteCo Holdings NZ Limited
WasteCo Group Limited
NZX �cker - "WCO"
(formerly Goodwood Capital Limited)
Exis�ng GWC Shareholders
(1.94%)
WasteCo Shareholders, MCN Holders
and Mounterowen Limited
(86.43%)
New Shareholders
from placement
(11.63%)

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NATURE OF THE WASTECO GROUP’S
OPERATIONS AND MAIN ACTIVITIES
The business operations of WasteCo comprise:
• Environmental services, which comprise
the following operations:

- Waste collection via front load bins, hook
bins, skip bins and wheelie bins from both
commercial and private customers.
- A large gantry collection operation in
Christchurch.
- Road sweeping for Councils and
commercial customers. WasteCo operates
an extensive sweeping operation in the
South Island.
- Waste sorting and diversion. WasteCo
operates a 3,600 square metre dedicated
sorting facility in Christchurch with a strong
focus on diversion from landfill. WasteCo
is currently achieving global diversion in
excess of 50% of waste away from the
landfill.
- A new specialised facility for the
collection and treatment of medical and
quarantine waste, which has recently been
implemented by WasteCo.
• Industrial services, which comprise the
following operations:

- High pressure water blasting, urgent spill
response services, septic tank cleaning and
portaloos. These services are offered on
a 24/7/365 basis. WasteCo is one of the
largest providers of industrial services in
the South Island.
- Port services. WasteCo provides
maintenance, cleaning and auxiliary
services to several Ports and shipping
companies in the South Island.
- Training services. WasteCo provides
internal and external training courses,
both to its own staff and to third party
organisations.
In the financial year ended 31 March 2022,
the proportion of total revenues generated
from the two principal service sectors were
approximately as follows:
• Environmental services – 72%
• Industrial services – 28%
Description of business activities by division
ENVIRONMENTAL SERVICES - WASTE
Waste collection
WasteCo provides waste collection services
from Balclutha to Christchurch and everywhere
in between via front load bins, hook bins,
skip bins and wheelie bins for both council,
commercial and private customers.
It utilises a modern fleet of collection vehicles
that are all driven by highly skilled and industry
experienced drivers, many of them with over
30 years’ experience in the waste industry.
Waste sorting and diversion
WasteCo operates a 3,600 square metre
sorting facility in Christchurch and is currently
achieving global diversion in excess of 50% of
waste away from the landfill.
It was a dream of the WasteCo founders when
the business started collecting waste that the
company should be instrumental in diverting
that waste from landfill, and WasteCo has
spent the last 4 ½ years working towards
fulfilling this dream. The WasteCo business
has plenty of scope for further innovations
and opportunity to ensure it can replicate its
success in Christchurch at other centres where
it collects waste, including Dunedin where a
“Sort Centre” has been established to further
this diversion goal.
ENVIRONMENTAL SERVICES –
SWEEPING
Sweeping Services
WasteCo provides road sweeping, footpath
sweeping, dust free sweeping and scrubbing
services for both Councils and commercial
customers. It operates a large sweeping
operation in the South Island, currently
covering sweeping for councils from Mackenzie
District Council up through to Timaru District
Council and into Ashburton District Council,
then through to Selwyn District Council and in 3
locations for the Christchurch City Council, their
Northern & Central Contracts as well as Banks
Peninsula. WasteCo also provides sweeping,
and related services, for many commercial
customers and contracting firms covering
sweeping services as diverse as shopping
centre carparks to chip collection from roading
and re-sealing projects.

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Training services
WasteCo provides both internal and external
training courses, to its own staff and to third
party organisations. This training has initially
been largely focussed on traffic management
however it is intended that these training
services will expand to include training courses
for forklift and wheels, tracked and rollers
(WTR) endorsements, confined space entry and
working at heights.
INDUSTRIAL SERVICES
High pressure water blasting, urgent spill
response services, vacuum loading, septic
tank cleaning & portaloos
WasteCo provides a range of industrial services,
including high pressure water blasting, urgent
spill response services, vacuum loading, septic
tank cleaning and portaloo hire which due to
their nature are offered on a 24/7/365 basis.
WasteCo is one of the largest providers of
industrial services in the South Island with
customers that range from small dairy sheds
to large dairy product manufacturers and
everything in between.
Capacity in the water blasting arena means
that the WasteCo business is capable of small
blasting jobs through to hydro demolition jobs,
using gear with up to 20,000 psi of pressure.
Vacuum loading work is a key skill possessed
by the WasteCo Team, with councils and
commercial customers all over the South Island
utilising their services for everything from
sump cleaning to bitumen tank clean ups.
Port services
WasteCo provides maintenance, cleaning and
auxiliary services to several ports and shipping
companies in the South Island, providing skilled
men, women and machinery to assist with
cleaning in some of the harshest environments
possible; assisting fishing vessels, bulk
transport ships and cement carrying ships to
come in dirty and leave in a pristine condition.
Medical and Quarantine Waste
WasteCo has recently implemented a new
facility for the collection, treatment and
disposal of medical and quarantine waste in
Christchurch.
WasteCo is only the second provider of these
types of services in both the South Island and
New Zealand as a whole, which will ensure a
credible alternative is in the market to provide
these services to companies as small as a tattoo
parlour and as large as a District Health Board.
Key milestones in the history of WasteCo
The following tables illustrates the historical
timeline for the achievement of certain
milestones in the WasteCo operations since the
date of its incorporation in 2013:
DateNature of Milestone
August 2013WasteCo NZ Limited was incorporated
September 2013WasteCo purchased its Christchurch Sweeping operation
November 2013WasteCo acquires its first additional sweeper truck
February 2014WasteCo acquires its first gantry bin
31 March 2014WasteCo turns over $404,000 for the financial year (its first and only a partial
financial year), and has 4 employees
31 March 2015WasteCo turns over $1,135,000 for the financial year, and has 8 employees
May 2015WasteCo acquires its second additional sweeper truck
March 2016WasteCo forms its Port Services Division
31 March 2016WasteCo turns over $1,791,000 for the financial year, and has 10 employees
April 2016WasteCo secures an on road maintenance contract with HEB Construction/Selwyn
District Council, representing a 5 year contract

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October 2016WasteCo acquires its first front-end loader truck
31 March 2017WasteCo turns over $3,525,000 for the financial year, and has 19 employees
September 2017WasteCo secures Clutha District Council and Waitaki District Council curb-side
collection contracts through to 2023
December 2017WasteCo consolidates its five Christchurch based premises into one premises at
Blenheim Road, Christchurch, and commences its first waste sorting operation
31 March 2018WasteCo turns over $4,860,000 for the financial year, and has 31 employees
May 2018WasteCo launches its Industrial Services Division
31 March 2019WasteCo turns over $7,335,000 for the financial year, and has 41 employees
March 2020WasteCo acquires the “Mainly Waste” gantry business in Christchurch
31 March 2020WasteCo turns over $8,393,000 for the financial year, and has 51 employees
December 2020WasteCo secures HEB Construction/Ashburton District Council roading maintenance
contract for a five year term
December 2020WasteCo is formed and the WasteCo Group is restructured with WasteCo as the
ultimate parent company of the WasteCo Group
31 March 2021WasteCo turns over $10,334,000 for the financial year, and has 96 employees
June 2021WasteCo acquires “Duffy Bins” in Dunedin
June 2021WasteCo renews its on road maintenance contract with HEB/Selwyn District Council,
for a further 5 year term
August 2021WasteCo opens its 3,600 square metre Kilronan Sort Centre in Christchurch
August 2021WasteCo launches its STMS (site traffic management supervisor) training division
October 2021WasteCo acquires “Otago Skip Hire” assets
October 2021WasteCo acquires “City Care” – as part of this acquisition it secures the Christchurch
City Council (Northern) roading maintenance sub contract
WasteCo secures Timaru District Council roading maintenance sub-contract
WasteCo secures Bank’s Peninsula roading maintenance sub-contract with
Christchurch City Council
November 2021WasteCo opens its medical and quarantine waste processing facility in Christchurch
WasteCo secures Mackenzie District Council roading maintenance sub-contract
31 March 2022WasteCo turns over $18,777,000 for the financial year and has 166 employees
WasteCo acquires “Total Waste Solutions” assets
As is apparent from the key milestones outlined
above WasteCo has grown both organically
and by acquisition of assets. Acquisition of
assets, and arranging funding for those assets
is a core part of the ordinary course of business
activities of WasteCo. This Profile does not
contain particular financial disclosures of the
acquisitions. However note 20 to WasteCo’s
audited group financial statements for the
period ending 31 March 2022 sets out a
summary of the identifiable assets acquired by
WasteCo from four acquisitions made in the
financial year ended 31 March 2022, including
assets relating to “Total Waste Solutions” and
“City Care”.
While the Board of GWC does not consider
it material information, GWC notes both
the “Total Waste Solutions” and “City Care”
acquisitions involved purchases of tangible
assets, including gantry skip trucks, front loader

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Key Values of WasteCo
WasteCo aims to be one of New Zealand’s
leading specialised waste collection, recycling
and industrial services businesses with a focus
on people, the environment, innovation and
service.
People
• WasteCo’s mission statement is that
“everyone has the right to return home safe
and healthy every day”
• WasteCo’s operations are focused
on maximising safety and minimising
environmental harm
• WasteCo works with its customers to
reduce their operating costs and improve
their business sustainability
• WasteCo prides itself on a very engaged
and satisfied employee and customer base,
built around a strong culture of delivering
the “YES” and “doing what we say we will
do”
• WasteCo has a senior leadership team with
significant sector experience, supported
by a team that is provided with extensive
ongoing safety and training opportunities
Environment
• WasteCo strives to minimise the
environmental impacts of waste
management, including reducing landfill
requirements, greenhouse gas emissions,
toxic and hazardous waste, water and air
pollution
• WasteCo is a large service provider in
Canterbury and is currently the only waste
provider offering intensive sorting of
building and demolition waste
• WasteCo is also a member of WasteMINZ
(the New Zealand representative body of
waste, resource recovery and contaminated
land sectors) and has achieved a Diamond
Level Toitū Enviro-Mark Certification
• WasteCo’s recycled commodities reduce
demand for primary raw materials and, in
turn, the associated impacts of producing
new materials
• WasteCo actively helps its customers and
partners to achieve their sustainability
goals
• WasteCo’s Christchurch sorting facility
diverts more than 8,000 tonnes of waste
per annum from the Kate Valley landfill,
with the business continually seeking
new technology and methods to divert
or reduce waste to landfill and transfer
stations including sorting, shredding,
compaction and bailing
Service and Innovation
• WasteCo focuses on exceeding client
delivery expectations with a proven track
record of providing innovative solutions
and the highest standards of work and
services reliably and consistently
• WasteCo has developed a reputation for
trust, demonstrated through strong and
growing customer relationships built on
WasteCo’s service offering – the business
has a dedicated and nimble team
• WasteCo is constantly looking for new ways
to implement smarter business through
collaborative relationships with customers
and end users
• WasteCo is implementing a digitisation
strategy as a key enabler of value creation
including the use of apps, GPS tracking
and process automation which also allows
increased service communication with
customers
trucks, skips, sweepers and water blasting
trucks, with minimal goodwill. The acquisitions
were also consistent with the approach taken
to similar acquisitions undertaken in the
ordinary course of business of WasteCo for
several years.
To see the additional detail in note 20, see
the audited consolidated financial statements
available for viewing at https://www.nzx.com/
companies/GWC/documents.
The WasteCo Group currently has a team of
approximately 199 full time employees. James
Redmayne, Chief Executive Officer and Carl
Storm, Chief Operating Officer are responsible
for managing the overall business operations of
the Group and have between them more than
47 years’ experience in the industry.

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Sustainability / Green / Environmental Focus
Since day one, WasteCo has been focussed on
the steps it can take to have a positive effect
on the environment. The WasteCo vision,
before it had even collected 1kg of waste, was
to divert waste from landfill, something that
is now being achieved in spades, with over
8,000 tonnes currently diverted from landfill
each year through WasteCo’s waste sorting
operations.
Waste doesn’t just come from a building site or
someone’s garage, it also comes from cleaning
and is a significant by-product from WasteCo’s
industrial services offering, which gives
WasteCo a range of opportunities to remediate
and treat waste to ensure that the business is
reducing all waste to its most minimalist form
before it is finally deemed non-divertible. A
working example of this is WasteCo’s treatment
of used oil and diesel, retrieved from vessel
(ship) cleaning and also from service stations
and garages. WasteCo takes this oil and diesel
waste and processes it in such a way that any
water is removed (reused) and contaminants
are filtered out so that the end product can be
used as a boiler fuel or, in some cases, sold to
end producers of bio diesel.
As the WasteCo business expands into other
areas and diversifies into larger contracts,
it has been able to grow its vehicle and
machinery fleet using the most modern Euro
rated engines available for its larger trucks
and take advantage of the benefits available
from utilising electric vehicle technology as it
has emerged. These benefits are expected to
speed up and intensify in the coming years with
the emergence of hydrogen powered vehicles,
in addition to increased capabilities of electric
vehicles.
The WasteCo leadership recognised at a very
early stage that being certified and audited
against various industry standards was an
opportunity to provide added comfort to its
customers and partners, and more importantly,
to demonstrate that the business both walked
the walk and talked the talk. To this end,
WasteCo has established a specific compliance
officer role, with a specialised employee
(Dave Oberholzer) having key responsibilities
for health, safety, environment, quality and
compliance across the business. This role is
all about people and the environment and
Dave has been instrumental in putting in place
processes and procedures needed to ensure
that WasteCo could meet the high standards of
a Toitū Enviromark audit, which has seen them
come out at the very top of their class with a
Diamond accreditation. WasteCo is currently
the only waste / industrial company in New
Zealand to have achieved this level of Toitū
environmental certification.
WasteCo has more recently recognised a key
need in its sustainability drive with the addition
of a role very specific to sustainability and
education. This role is all about education;
education of its (WasteCo’s) people, its
customers and its events organisers, to
facilitate actions that they can take in
conjunction with the business to make a
difference to the world we live in.
WasteCo is at the forefront of events based
waste management in Canterbury and through
this avenue it is able to be part of initiatives
that see the business sorting waste on site at
events and diverting upwards of 85% of events
based waste from landfills.
Our resources are precious, WasteCo
understands that 100% and the business is
committed to using its skills and expertise to
ensure that is an educator, influencer and a
game changer in sustainability.
MATERIAL PURCHASES OF ASSETS BY
WASTECO GROUP
WasteCo has undertaken a number of
acquisitions since its inception in 2013 which
are detailed in the table on pages 10-11.
However, given the frequency and the modest
size of those acquisitions, WasteCo considers
that each of these acquisitions comprise a
purchase carried out in the ordinary course of
its business and as such, they are not material
to the WasteCo business as a whole.
SECTOR OVERVIEW
Environmental services - Waste and Refuse
The waste and refuse sector in New Zealand
comprises primarily the collection, processing
and disposal of waste and refuse.
The two largest participants in the New

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Zealand industry are overseas owned. These
operators have significant footprints nationally.
Aside from these large players, there are
a number of significant, but much smaller
market participants, most of which do not have
nationwide coverage.
There are also a multitude of smaller market
participants in various regions and cities within
New Zealand. WasteCo has a meaningful
footprint across the major city centres in the
South Island.
Industrial Services
Industrial services primarily comprise the
cleaning, maintenance and servicing of
commercial and infrastructure assets in New
Zealand.
There are three large national market
participants, and a significant number of
smaller operators in this market.
CURRENT AND FUTURE KEY ASPECTS
OF THE WASTECO GROUP’S BUSINESS
The current and future aspects of the WasteCo
Group’s business that will have the most
impact on the financial performance of the
WasteCo Group are:
Continued Market Penetration
The ability to continue to achieve market
penetration in South Island markets will be of
significant importance to the WasteCo Group’s
success in those markets.
Innovation & Category Expansion
The waste and refuse industry is always
changing. WasteCo will therefore need to
be focused on understanding, and investing
in, new trends and innovation. Prioritising
investment into understanding what could
be next for the WasteCo’s existing operations
through new service development, recycling
and sustainability will be important to the
ongoing growth and success of the business.
People & Knowledge
A critical aspect of the success of the WasteCo
brand will be WasteCo’s ability to continue to
provide an excellent service to its customers,
and in turn to support and foster the financial
performance of its business.
Channel Development & Coverage
A key focus of the WasteCo Group is growing
its existing geographical network in the South
Island. WasteCo Group considers there are
a number of opportunities outside of its
existing regions which may be of interest to the
WasteCo Group in the future. Resources within
the business are able to be flexibly deployed
to cater to growth from existing and to enable
new channel opportunities.
KEY STRATEGIES AND PLANS FOR KEY
ASPECTS OF THE BUSINESS
Revenues generated from “business as
usual” activities
The most significant opportunity immediately
available to the WasteCo Group is the
continued provision of WasteCo’s services to
its customers throughout the South Island of
New Zealand, recognising the size of the waste,
refuse and industrial services market in New
Zealand.
In addition, the Vendors consider that the
growing global trend for corporate and
retail consumers to focus on recycling and
sustainability presents significant opportunities
for WasteCo to launch into complementary
verticals.
The WasteCo Group has an exciting
opportunity, as a relative newcomer to the
sector and with its strong brand identity, to
grow verticals and to increase its existing
market share. The Vendors consider that this
can be achieved through an extensive brand
and marketing campaign that promotes the
brand ethos and the focus on the provision of
a quality timely service as well as continuing to
establish a premium brand across the waste,
refuse and industrial services sectors.
The Company has current plans to:
• Expand its pipeline of waste contracting
opportunities;
• Obtain additional market share in industrial
services (particularly cleaning across the
rural sector).
Innovation & Vertical Expansion
WasteCo has identified further opportunities
to expand its brand presence in the waste,
refuse and industrial services space, through

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the provisions of additional services and by
continued innovation.
As further set out in Section 4 (The WasteCo
Group and what it does), the WasteCo brand
currently has a range of business divisions.
Although not an immediate focus, the Vendors’
view is that WasteCo Group will be able to
innovate by leveraging the WasteCo platform
and entering into new complementary verticals
outside of the existing waste, refuse and
industrial services sectors.
Geographical Expansion
Currently, the WasteCo Group’s activities are
domiciled in the South Island – primarily in
Christchurch, Ashburton, Timaru, Oamaru,
Dunedin and Balclutha.
The Vendors believe that there is opportunity
to launch the WasteCo Group’s services into
other regions within the South Island, and
while not presently a focus for the WasteCo
Group, also potentially into the North Island,
which represents a materially larger market
given the population and industrial density in
the North Island.
Efficiencies of Scale and improved Margin
with increased size
The Vendors’ view is that WasteCo should be
well placed to increase its direct gross margins
as the volume of business generated by its
operations grows.
Acquisition Opportunities
Since the commencement of its business, the
Waste Co Group has acquired a total of 8 new
businesses, varying in size from circa $200,000
to $3.75 million (on acquisition). WasteCo
believes that it has established a track record of
successfully integrating such acquisitions into
its existing operations.
The Vendors consider that there continue to
be many complementary business acquisition
opportunities in the market, in part due to the
fragmented nature of the waste and refuse
industry in New Zealand. They believe that
they have the necessary skills and expertise to
identify suitable acquisition targets, negotiate
a “fair value” acquisition, and integrate those
new businesses into the WasteCo operations.
In addition, the Vendors believe that, if the
Reverse Listing completes, the ability of
WasteCo going forward to offer shares in a
listed company (WCO) as partial consideration
to fund the acquisition price for future
acquisitions, will also be attractive to many
vendors of suitable businesses who still wish to
retain some exposure to the waste and refuse
sector following the sale of their business.
Further investment in plant and
infrastructure
As part of its overall growth strategy, WasteCo
considers that it will need to continue to invest
in its plant and infrastructure assets, and in
particular the following:
• New investment in medical and quarantine
equipment;
• Increased investment in recycling
capabilities;
• Expansion of its existing Christchurch
sorting facility;
• Establishment of a further network of
strategically located sorting facilities to
support growth opportunities;
• New sweeping equipment;
• New high pressure blasting equipment;
• New hydro excavation equipment.
POST-COMPLETION BOARD OF
DIRECTORS
If the Reverse Listing completes, James
Redmayne, Shane Edmond and Carl Storm,
who are currently the directors of WasteCo,
will all become directors of the Company.
Existing director of the Company, Sean Joyce,
will step down. Existing independent directors,
Angus Cooper and Roger Gower, have agreed
to continue as directors. From the time
of completion of the Reverse Listing, Shane
Edmond will be appointed as non-executive
chair of the Company.
Both James Redmayne and Carl Storm, who
will continue in their roles as CEO and COO
of the Company respectively, are subject to
non-solicitation clauses incorporated in their
employment agreements with WasteCo. These
non-solicitation clauses come into effect for six
months from the date of the cessation of their

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employment with WasteCo Group. The other
proposed directors will not be subject to any
such restrictions.
A brief biography of each of the post-
completion directors follows:
Shane Edmond
Shane became a shareholder of WasteCo in
December 2020. Shane has had extensive
experience in the financial markets having
worked in London and New Zealand for over 30
years. Shane is currently an executive director
of Forsyth Barr Limited.
He was previously a member of the Financial
Market Authority’s Code Committee for
Financial Advisers for seven years. Shane has a
number of private investments in New Zealand.
James Redmayne
James had 18 years of Cost and Management
Accounting experience under his belt before
embarking on the WasteCo journey, working
in industries as diverse as banking, foreign
exchange, broadcasting and pharmaceuticals
as well as manufacturing entities involved in
carpets, food and engineering.
James loves getting to know the numbers and
understanding what can be done operationally
and from a process point of view to positively
influence results; he understands that people
are the most precious resource any company
can have and gets a real kick out of helping
them understand what influence they have on
the numbers from their actions. James, like
Carl, is a key member of the Senior Leadership
Team for WasteCo.
Working in the waste, sweeping & industrial
services arena has given James lots of
opportunity to work with some amazing people
from a very broad spectrum of the community
and industry; an opportunity that has definitely
become a passion that revolves around
the “family” of WasteCo and the amazing
opportunities that he and the team are able to
take advantage of to positively influence our
community.
James works in the WasteCo business with
his wife Sam. They are supported by two
astute young men, Mitch who is in year 11 at
high school and Haz who is in his first year of
university studying engineering.
Carl Storm
Carl is an extremely motivated, highly
energised, and focused leader who thrives
on finding solutions to challenges. Carl has
a lifetime of experience in the waste and
recycling sector starting his first company at
16 while still at school. Carl is an inspirational
leader of people and highly skilled in crisis
management. He is an experienced Company
Director and a valuable part of the WasteCo
Senior Leadership Team.
Carl has worked for himself since an early
age when he was recognised as an innovator
and entrepreneur. After selling two start-up
companies he went on to work for Fulton
Hogan / EnviroWaste, Metro Waste and Veolia
where he developed the skills to run larger
companies and the disciplines required to
succeed in all conditions and environments.
During his time in Auckland he studied part
time at the University of Auckland.
Carl works in the WasteCo business with his
wife Dawn and they have 3 grown up children,
Sarah (& Tim) who themselves have 4 children
and run their own landscaping business, Harry
who is a Police Officer in South Auckland and
Jack who recently started an apprenticeship in
the building industry.
Carl and Dawn Storm were adjudicated
bankrupt in 2010 after some property deals
were adversely affected by the GFC.
Angus Cooper, Independent Director
Angus has 30 years of commercial experience
in the public company arena — the majority of
which being in strategic General Management
roles within EBOS Group Limited. He was also
GM of Mergers and Acquisitions for over 10
years, completing 25 acquisitions and five
divestments for the group.
More recently, Angus has worked in an advisory
capacity for Synlait Milk, assisting with its
acquisition of Dairyworks and Talbot Forest
Cheese and its divestment of Deep South

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CORPORATE GOVERNANCE
On completion of the Reverse-listing, the
Company will continue with the corporate
governance policies available to view at
https://goodwoodcapital.co.nz/corporate-
governance/. The Company will substantially
apply with the recommendations of the NZX
Corporate Governance Code, except that the
chair, Shane Edmond, will be a non-executive
director rather than an independent director
(as defined in the NZX Listing Rules), as a
consequence of the material shareholding held
by his interests.
PROPOSED KEY EXECUTIVE
MANAGERS
Post completion, James Redmayne will
continue in the role of Chief Executive Officer
and Carl Storm will continue in the role of Chief
Operating Officer (in addition to their roles as
executive directors of the Company).
The following personnel will hold senior
management positions within the Company
post completion of the Reverse Listing:
Sam Vanderpyl – Chief Financial Officer and
Company Secretary
Sam has worked in finance over the past
8 years gaining experience across a range
of industries. Currently the CFO, Sam is
responsible for overseeing the finance and
accounting function of the WasteCo Group.
The role includes forecasting, risk management,
acquisitions, analytical review, group financial
statement reporting, as well as looking to the
future in updating and implementing systems
and processes to continue to enable WasteCo’s
growth.
Prior to WasteCo, Sam spent time as a
Consultant at Deloitte, working with a
number of New Zealand businesses providing
accounting and business support. Post
Deloitte, Sam spent a number of years
working for the Mike Pero Group as a Financial
Accountant, and then Business Analyst.
These roles involved implementing various
system and process changes, introducing
new analytical reporting tools, and helping
to manage the transition of the real estate
business into the wider Mike Pero Group.
Sam holds a Bachelor of Commerce degree in
Accounting, and Finance from the University
of Canterbury, and is a qualified Chartered
Accountant (CA).
Hamish Sheppard: Heavy Industrial –
Operations Leader
Hamish joined WasteCo in 2018 to kick start
its industrial services offering. He came to
WasteCo with a wealth of knowledge and
depth of experience in both hands-on tasking
but also people management and contract
leadership that is hard to match in the industry.
Hamish is an ambitious manager and leader
that strives to always do things better than
the last person; he doesn’t believe in failure.
Ice Cream. Complimenting his executive and
management experience, Angus was a director
of Animates Pet Stores for over seven years.
He has broad experience across a range of
sectors including: retail, healthcare products,
pharmaceuticals, FMCG, scientific, dairy
logistics, automotive, engineering, print / pre-
press and animal care.
Roger Gower, Independent Director
Roger Gower, has wide experience as a
company executive, director and Chairman
in both public and private companies. Roger
has been a director of the Company since 19
October 2020.
He is currently also Chairman of PrimePort
Timaru Limited and New Zealand Food
Innovation Auckland Limited (the Food Bowl).
Roger is also an independent director of NZX-
listed Me Today Limited and the Chief Executive
of New Zealand’s Best Food & Beverage Limited
(which has developed wellbeing products
under the Douglas Nutrition brand). He was
also Chairman at the juice company Charlie’s
which listed in 2005 and, prior to that, had a
corporate career in logistics and transportation.
Roger has a BCom from the University of
Auckland, an MBA from Massey University and
an MPhil from the University of Cambridge.

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He is client focussed and believes that you
need to lead from the front to have a great
team. He has a passion for industrial services
and contract management, giving him the
motivation to excel at every project he faces.
Hamish has over 15 years’ experience in the
industrial services sector.
Hamish leads a team of 30 very hard working
and focussed individuals, who together gel to a
fantastic team; he is responsible for operations
in both Christchurch and Timaru and also
oversees Dunedin operations in relation to
portaloo services and the businesses start up
industrial Dunedin branch.
Misty Soper: ES Sweeping – Sales &
Operations Manager
Misty leads the WasteCo Sweeping Division
and is a self-driven leader with a passion for
what she does, her philosophy being to “Drive
Success with Passion”. Misty leads a crew of
over 30 people spread across Christchurch,
Ashburton & Timaru. She oversees 17 road
sweepers and numerous smaller sweepers
and scrubbers as well as being the Contract
Manager for all of WasteCo’s roading and
maintenance contracts.
Misty started her career in the hospitality
sector before moving into maintenance with
City Care where she commenced as a labourer
on the back of a sweeping truck and ended up
involved with running operations. Misty joined
WasteCo to further her career and take up the
new challenges that the business offered.
Misty is an invaluable member of the WasteCo
Group’s Senior Leadership team.
Jasmine (Jaz) Etherington: ES Waste –
Operations Manager (Canterbury)
Jaz is another example of excellence in
leadership, drive and passion. She heads up the
Waste Division and is responsible for over 30
people in Christchurch, including the call centre
and dispatch operations.
Jaz also began her career in the hospitality
sector before moving into a waste focussed role
with New Zealand’s largest waste management
company, initially as a call centre operator. She
worked her way up to a dispatcher role and
from there into a commercial customer service/
operations support role, and is currently jointly
responsible for delivering the waste collections
contract for the Christchurch City Council.
Jaz also joined WasteCo with an eye on
the future of her career, recognising the
opportunities that a dynamic company like
WasteCo has to offer.
Jaz leads her teams with passion, drive and a
very level head, and is a key member of our
Senior Leadership team.
Rodney White: SortCo - Manager
Rodney is a high energy manager and has
proven success in building and motivating
dynamic teams.
Rodney is able to cultivate a company culture in
which team members feel comfortable voicing
questions and concerns, as well as contributing
new ideas that will drive company growth.
Rodney has spent a large portion of his working
career in the logistics industry, with a number
of his early years also working in a startup
recycling firm. Throughout his career, he has
worked with and developed highly motivated
and successful teams and is doing the same at
WasteCo, leading the sorting team at its SortCo
Kilronan site in Christchurch.
Graeme Wilson: ES Manager – Dunedin &
Balclutha
Graeme is an extremely motivated and focused
leader who thrives on finding solutions to
challenges. Graeme has a lifetime of experience
in the transport and general freight sector. He
is an experienced company owner, running all
of his own sales and is now a valuable part of
the WasteCo Senior Leadership Team.
After selling his own start-up company, he
went on to become a Branch Manager in Otago
for a period of 11 months and then became a
Regional Manager for companies aligned to the
service industry.
Graeme is Waste’s Otago manager and looks
after Balclutha and Dunedin waste operations

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(including WasteCo’s start up sorting facility
in Dunedin). His background also includes
the establishment of a portaloo business in
Dunedin, along with a startup in the industrial
services sector.
David Oberholzer: Health, Safety, Quality,
Compliance & Environment Manager
Dave hails from South Africa where he worked
in the railway industry, focussing on health and
safety. Since moving to New Zealand, he has
worked predominantly in the waste industry
with a health and safety focus that has also
incorporated environmental matters. He loves
process and ensuring there is a way to do
everything that everyone can understand, he is
very forthright in his views on recycling and the
environment and is an excellent implementer
of ideas.
Kelvin Linton: WasteCo Group Fleet Manager
Kelvin is a competitive and achievement
orientated person. He has a thirst for
knowledge and constantly strives, not only to
gain new skills but, to excel at them. He has a
strong sense of loyalty and believes in abiding
by the company philosophy. He is a methodical
and systems-oriented person and likes to have
a place for everything, and everything in its
place.
He is always ready to accept new challenges
and overcome obstacles. He enjoys problem
solving and looking for improvements.
Kelvin is WasteCo’s Fleet Manager and has his
hands and eyes on every bit of kit that WasteCo
runs, whether personally in Christchurch
(where he is based) or from a supervisory point
of view at any of WasteCo’s other locations.
Hermann Rombke: Timaru Workshop + R&D
Manager
Hermann is a motivated and adaptable
manager, with a forward-thinking approach.
He exhibits a reasoned, methodical and flexible
style with a can-do attitude. This has been
tested and proven in the most complex and
demanding circumstances worldwide, where
his background and training in engineering and
mechanics were put to the test whilst working
in the British Armed Forces in many live arenas.
Hermann heads up our R&D and development
team in Timaru where he runs a workshop of
3 people and is instrumental in ensuring any
older gear is brought back up to scratch. He
also works with the businesses operational
teams to develop new, more efficient ways of
doing what they do.
HOW WASTECO WAS VALUED
The Company negotiated the purchase
price for100% of the shares in WasteCo on
a commercial arms-length basis with the
Vendors.
The $25.2 million purchase price for 100%
of the shares in WasteCo was agreed based
on the Company’s board’s evaluation of
WasteCo Group’s historical revenues and
EBITDA generated for the financial year ended
31 March 2022, and the WasteCo Group’s
potential to increase its revenues in the future,
gross margins, brand strength and future
growth potential. The sum of $25.2 million
was then aggregated with the $4 million of
Mandatory Convertible Notes previously issued
by the WasteCo Group to raise new capital, to
derive a total acquisition price of $29.2 million.
The Company’s Board is very comfortable with
this valuation methodology having regard to
the following factors:
• WasteCo Group is a well-established
business with more than eight years of
trading history;
• The earnings for WasteCo Group have
shown a steady growth trajectory since the
inception of the business operations;
• The business sectors in which WasteCo
Group operates are relatively stable and
non-volatile;
• The Company’s Board considers that
WasteCo Group has lots of opportunity to
continue to grow both organically and via
acquisitions in the future; and
• WasteCo Group has an experienced
executive team well entrenched in the
waste, refuse and industrial services
sectors.

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SUBSTANTIAL SHAREHOLDERS AND RELEVANT INTERESTS HELD BY DIRECTORS
AND SENIOR MANAGERS, ETC
Current substantial shareholders of the Company
As at 18 November 2022 the following shareholders currently have a relevant interest in 5% or more
of the shares in the Company.
Substantial product holders prior to the Reverse Listing
Product holders with
relevant interests in 5%
or more of a class of
relevant securities
Legal ownership or other
nature of the interest
Number of relevant
securities held
% of relevant securities
held (to 2 decimal
places)
Mounterowen LimitedLegal and beneficial owner2,499,99918.70%
Derek Handley and Far
East Associated Traders
Limited
Derek Handley is the legal
and beneficial owner of
500,000 shares personally.
Derek Handley is also a
shareholder of Far East
Associated Traders Limited,
which is the registered
holder of an additional
815,452 Shares. Derek
Handley has effective
control over Far East
Associated Traders Limited.
1,315,4529.84%
Total3,815,45128.54%
Substantial Shareholders of the Company if the Reverse Listing completes
If the Reverse Listing completes, the persons specified in the following table are likely to have a
relevant interest in 5% or more of the shares in the Company.
The information used to determine the particulars in the tables below is based on the following
assumptions:
• prior to raising any additional capital in the period between announcement and completion of
the Reverse Listing, the Company has 13,363,927 Shares on issue (post consolidation);
• in order to capitalise the sum of $531,803 of the existing indebtedness of the Company to
Mounterowen Limited, the Company will, at completion of the Reverse Listing, issue 10,636,073
Shares to Mounterowen Limited; and
• in order to satisfy the consideration payable to entities associated with the Vendors for the shares
in WasteCo Group, the Company will, at completion of the Reverse Listing, issue 504,000,000
Shares to the Vendors and 80 million Shares to the holders of the Mandatory Convertible Notes
previously issued by WasteCo; and
• the Company issues 80 million Shares to raise $4 million at an issue price of $0.05 per Share
before completion of the Reverse Listing.
Based on those assumptions, there will be 688,000,000 Shares on issue immediately following
completion of the Reverse Listing.

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21
Substantial product holders immediately following completion of the Reverse Listing
Product holders with
relevant interests in 5%
or more of Shares
Legal ownership or other
nature of the interest
Number of Shares held% of Shares held (to 2
decimal places)
Cullinane Steele
Trustees (2003)
Limited, Laurence
James Redmayne
and Samantha Jane
Redmayne
Legal & Beneficial Owner165,564,00024.06
C&F Trustees 35776
Limited, Carl Stephen
Storm and Dawn
Margaret Storm
Legal & Beneficial Owner158,004,00022.96
Gleneig Holdings
Limited
Legal & Beneficial Owner50,400,0007.32
Glendarvie Holdings
Limited
Legal & Beneficial Owner54,432,0007.91
Shane David Edmond
(together with
Ashvegas Limited &
Belinda Edmond)
Shane Edmond Legal &
Beneficial Owner of 50.76
m shares.
Ashvegas Legal & Beneficial
owner of 20.160m shares.
Belinda Edmond Legal &
beneficial Owner of 10.08m
shares.
81,000,00011.77
Total509,400,00074.02%
Current shareholdings held by proposed
directors and senior managers
As of the date of this Profile, the only proposed
director or senior manager that has a relevant
interest in any Shares in GWC is Shane Edmond,
who through his investment company Ashvegas
Limited, holds 400,000 GWC shares.
Shareholdings of proposed directors and
senior managers following the Reverse
Listing
Apart from those Vendors listed in the table
above, and Roger Gower who holds 2,267
GWC through an investment vehicle of his,
no proposed director or senior manager is
expected to hold any Shares immediately
following completion of the Reverse Listing.
Lock up arrangements
The Vendors have agreed that they shall
be restricted from trading 80% of the
Consideration Shares for the period
commencing on the date of the completion of
the acquisition of WasteCo Group, and ending
on the first business day after the date on
which the Company releases its preliminary
result to the market for the financial year
ending 31 March 2023 (Restricted Period). The
escrow restriction will not apply:
• When a Vendor transfers all or part of
their respective Consideration Shares to an
affiliate of theirs, provided that the affiliate
enters into a Restricted Security Deed
with GWC in relation to the Consideration
Shares transferred on the same terms as
agreed to by the Vendors for the remainder
of the Restricted Period;
• When a transfer arises directly because of
the security interest over the Consideration
Shares being enforced by a bona fide

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lender to a Vendor; or
• In relation to any full or partial takeover
offer made under the Takeovers Code or
similar scheme of arrangement, provided
that any such takeover offer or similar
scheme of arrangement is not made,
whether directly or indirectly, by a Vendor
or any affiliate of a Vendor. For clarity, if
a full or partial takeover offer is made or
proposed to be made during the Restricted
Period, directly or indirectly by a person
who is not a Vendor or an affiliate of it,
then a Vendor may sell, or agree, or offer
to sell all or any part of the Consideration
Shares to the offeror under that offer.
Options to acquire shares in the Company
In the event that the Reverse Listing completes,
it is proposed that up to a maximum of
35,200,000 new options to acquire shares
in the Company (Options) may be issued to
non-executive directors, senior executives, and
current and future employees of the WasteCo
Group during the course of the 12 month
period immediately following the completion
of the Reverse Listing.
The principal terms of the Options are as
follows:
• Nature of security: An Option to acquire
one ordinary fully paid share in the
Company;
• Exercise Price: Not less than $0.05 per
Option exercised, which shall be payable
in cash on the date of the exercise of the
Option;
• Vesting: The Options shall vest in the
Option holder over three years in equal
one third tranches – one-third on the
date of their issue, one-third on the first
anniversary of the date of their issue, and
one-third on the second anniversary of the
date of their issue.
• Term of Option: The Options must be
exercised within three years from relevant
vesting date, after which date the Option
shall lapse (unless the Option holder
ceases to be employed or engaged by the
Company or one of its subsidiaries, other
than due to death or illness, in which case
the Options that have not vested at that
time will terminate and any vested, but
unexercised Options will lapse. In the case
of death or illness, any unvested Options
will lapse and any vested but unexercised
Options must be exercised within 30 days
of the holders death or illness or those
Options will lapse).
The parties to whom the Options are to be
issued, and the amounts in which they are to
be allotted have not been finalised as at the
date of this Profile.
Director remuneration and benefits
The directors will receive the remuneration set out below.
Director or proposed
director
Director feesExpected remuneration and
value of other benefits
Nature of services
provided
James Redmayne Nil$250,000 annual salary and
$100,000 bonus, subject
to satisfying certain key
performance indicators (KPI’s)
Services commensurate
with that of a Chief
Executive Officer
Carl Storm Nil$250,000 annual salary and
$100,000 bonus, subject
to satisfying certain key
performance indicators (KPI’s)
Services commensurate
with that of a Chief
Operating Officer
Shane Edmond$85,000 per annumNilNon-Executive Chair
Angus Cooper$65,000 per annumNilIndependent Director
Roger Gower$65,000 per annumNilIndependent Director

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23
Employee remuneration over $100,000 per annum
Following completion of the Reverse Listing, the WasteCo Group expects to have 20 employees with
total remuneration in excess of $100,000 as follows.
Remuneration rangeNumber of employees
$250,000 +2
$180,000 - $189,9993
$160,000 - $ 169,9992
$140,000 - $149,9991
$130,000 - $139,9992
$120,000 - $129,9992
$110,000 - $119,9993
$100,000 - $109,9995

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Shares following Reverse Listing
Following completion of the Reverse Listing,
the Company will have 688,000,000 Shares on
issue (assuming the issue of 80 million Shares
to wholesale investors under the Placement),
which will all be quoted on the NZX Main
Board. Each Share gives the holder the right to:
• attend and vote at a meeting of the
Company, including the right to cast one
vote per Share on a poll (subject to any
voting prohibitions under the NZX Listing
Rules);
• an equal share with other Shares in any
dividends authorised by the Board;
• an equal share with other Shares in
the distribution of surplus assets in any
liquidation of the Company; and
• be sent certain information by the
Company,
in addition to other rights as a shareholder
conferred by the Companies Act 1993 and the
Company’s Constitution.
Dividend policy
WasteCo has paid minimal dividends since its
incorporation. The Vendors have no current
plans for the Company to pay dividends
following the Reverse Listing. Any profits will
be reinvested to promote the growth of the
WasteCo Group’s business. If this strategy is
successful, shareholders may benefit from an
increase in the price of Shares.
There is no guarantee that Shares will return
a dividend. Any dividends will be declared
and paid at the discretion of the Company’s
directors from time to time, and will only be
declared subject to the Company meeting
appropriate solvency requirements.
5. KEY FEATURES OF THE SHARES
No guarantee of Shares
No person or entity guarantees or undertakes
any liability in respect of the Shares or the
future value or performance of them.
Consequences of insolvency
No Shareholder will be liable to pay any further
amounts to the Company or any other person
in respect of those Shares if the Company
becomes insolvent.
In a liquidation of the Company, the claims of
Shareholders will rank equally with the claims
of other Shareholders, and after the claims of:
• persons to whom preferential payments
must be made;
• secured creditors; and
• unsecured creditors.
Alteration of Shares
The rights attaching to the Shares are
governed by the Company’s constitution, the
Companies Act 1993 and the terms under
which they have been issued. The constitution
may only be altered by special resolution of
shareholders subject to the rights of interest
groups under the Companies Act 1993, or in
certain circumstances by Court Order. A special
resolution of shareholders must be approved
by 75% of eligible shareholders voting on
that resolution. In certain circumstances, a
Shareholder whose rights are affected by a
special resolution may require the Company to
purchase their Shares.
Restriction on “same class” offer
The Company has agreed with NZX as part
of its conditions of listing that, following the
Reverse Listing, it will not undertake a capital
raising which relies on the “same class offer”
exclusion in clause 19 of Schedule 1 of the
Financial Markets Conduct Act 2013, until after
the release of audited financial statements by
the Company for the financial year ended 31
March 2023.

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WasteCo Group
25
This section contains the following financial
information about the Company and the
WasteCo Group:
• select financial information from the
audited financial statements for WasteCo
for the financial year ended 31 March
2021;
• select financial information from the
audited financial statements for WasteCo
for the financial year ended 31 March
2022;
• select financial information about the
Company (GWC) from its two most
recent audited financial reporting periods
(years ended 31 March 2021 and 2022).
Full audited financial statements for the
Company are available at
http://www.goodwoodcapital.co.nz; and
There is no financial information available in
respect of the WasteCo Group apart from the
information provided below.
If you do not understand this financial
information, you can seek advice from a
financial adviser or an accountant.
6. FINANCIAL INFORMATION
IMPORTANT INFORMATION
The information used to prepare the financial
information relating to the WasteCo Group
has been derived from the audited financial
statements prepared by the WasteCo Group.
As at the date of this Profile, the WasteCo
Group is not required to have its financial
statements audited.
The financial information below has been
prepared in accordance with NZ IFRS
accounting standards, and is GAAP (Tier 2)
compliant.
Following completion of the transaction, the
Company will prepare, and have audited,
group financial statements for WasteCo group
under Tier 1 International Financial Reporting
Standards (IFRS). To date, as a privately owned
company, the financial statements prepared for
WasteCo group have been prepared under Tier
2 IFRS standards. While there is not expected
to be any material differences in the amounts
disclosed under each tier, Tier 1 IFRS requires
greater detail in the notes to the financial
statements and certain reduced disclosure
concessions do not apply.
WasteCo Group consolidated selected financial information
WasteCo Group: Selected financial information
Financial information12 months to 31 March
2022 (audited)
12 months to 31 March
2021 (audited)
12 months to 31 March
2020 (audited)
Revenue$ 18.777m$ 10.334m$ 8.322m
EBITDA$ 3.223m$ 2.717m$ 1.958m
Net profit after tax($ 0.004)$ 0.742m$ 0.412m
Dividends on all equity
securities of the issuer
$ -$ -$ -
Total assets$ 34.445m$ 15.319m$ 9,564m
Cash and cash
equivalents
$ 0.698m$ 0.616m$ 0.247m
Total liabilities$ 32.162m$ 13.070m$ 8.584m
Total debt$ 16.713m$ 7.061m$ 5.068m
Net cash flows from
operating activities
$ 3.744m$ 3.813m$ 1,949

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The audited consolidated financial statements for WasteCo Group for FY 2022 and FY 2021 will be
available for viewing at https://www.nzx.com/companies/GWC/documents.
Note 16 of the consolidated financial statements for FY 2022 contains more detail about the
composition, interest cost and term of debt facilities of WasteCo Group as at 31 March 2022. Once
listed, WasteCo intends to seek releases of certain personal guarantees given in respect of the group’s
debt facilities.
Asset finance is ordinary in the course of WasteCo’s business, and is typical for a company such as
WasteCo.
Unaudited consolidated revenue, and EBITDA, derived from management accounts for the six month
period ended 30 September 2022 is $17.3m and $3.45m respectively. The EBITDA margin of 19.9%
for the six month period ended 30 September 2022 is similar to the previous financial year. The
Board is conscious of recent inflationary pressures, including staff and vehicle related costs, and is
actively looking to manage these where possible.
Selected financial information of the Company - GWC
Goodwood Capital: Selected financial information
Financial informationFY ended 31 March 2022
(audited)
6 months to 30 September
2021 (unaudited)
FY ended 31 March
2020 (audited)
Revenue---
EBITDA(162,928)(87,118)(316,863)
1
Net profit (loss) after tax(168,408)(89,259)(319,289)
Dividends on all equity
securities of the issuer
---
Total assets38,87350,93798,673
Cash and cash
equivalents
14,41317,11051,368
Total liabilities338,852271,767244,645
Total debt313,701260,361218,063
Net cash flows from
operating activities
(141,335)(88,658)(127,960)
Explanatory note to selected financial information of the Company:
1. The financial information for FY20, FY21 and the six months to 30 September 2021 has been
sourced from the Company’s published financial statements.
1.
Includes $(12,083) loss from discontinued operations and $(130,610) transfer from foreign currency reserve on wind up of subsidiary.

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WasteCo Group
27
Reverse Listing Agreement – contracted cash
position at completion of the Reverse Listing
Under the reverse listing agreement between
the Company and the Vendors, the Company
has certain completion obligations.
These obligations include:
• the Company having no more than
$125,000 of liabilities on the completion
date; and
• the Company, in conjunction with the
Vendors, undertaking a placement to
certain wholesale investors prior to the
completion date, from which the Company
has advised that it expects to raise $4
million.
Accordingly, if those completion obligations are
satisfied as is expected, the Company and the
WasteCo Group will together have not less than
$4 million of cash, or undrawn finance facilities
available immediately following completion of
the Reverse Listing.
At completion, the Company is required to
have no external debt (save for creditors in the
ordinary course up to a maximum of $125,000).
It is a condition of the reverse listing agreement
that at completion the WasteCo Group does
not have any related party debt (i.e debt to the
Vendors or their associates).
More information about the conditions in the
reverse listing agreement can be found on
pages 15-16 of the Notice of Special Meeting.
No future period prospective financial
information
The Vendors and the Company have resolved
to not include prospective financial statements
for the financial year to 31 March 2023.

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This section sets out a description of the key circumstances that the Vendors are aware of that exist
or are likely to arise that significantly increase the risk to the WasteCo Group’s financial position,
financial performance or stated plans.
The table below contains information which the Vendors consider relevant to an assessment of the
likelihood, nature and potential magnitude of the impact of the risks. These risks are based on the
knowledge and assessment of the directors as at the date of this Profile. It is possible that other risks
may emerge or develop over time.
Dependence on key personnel
What is the risk?The WasteCo Group’s operations are heavily reliant on certain key personnel,
including James Redmayne and Carl Storm.
If any of the key personnel were to leave the WasteCo Group, its operations and
financial performance could be adversely affected.
Why is it significant to
the WasteCo Group?
WasteCo Group is particularly dependent on its key personnel. While it is not
anticipated, if the Company loses the services of key individuals this could have a
material adverse effect on its future performance until the skills that are lost are
adequately replaced.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
If the Reverse Listing completes, each of James Redmayne and Carl Storm, through
their related trusts, will hold (collectively) approximately 47.03% of the Company
(assuming the Company raises $4 million through the Placement).
Accordingly, Messrs Redmayne and Storm are incentivised to deliver business
growth and achieve the WasteCo Group’s goals, which reduces the likelihood
that they will leave the WasteCo Group. Messrs Redmayne and Storm have also
entered into lock up arrangements with respect to their shareholdings which will
apply until such time as the Company releases audited its preliminary result for
the financial year ended 31 March 2023.
WasteCo holds a policy of insurance on each of the lives of Messrs Storm and
Redmayne. The redemption value for the each policy is circa $1m.
Reliance on significant contracts
What is the risk?The success of the WasteCo business is largely reliant on the ability of the business
to retain and grow existing customer relationships and develop new business.
There is no guarantee that the existing significant business contracts will be
renewed at the end of the contract terms, or if they do, that these contracts will
continue to be successful.
Why is it significant to
the WasteCo Group?
In the event that any significant contracts are not renewed or extended, this
event would have an adverse impact on the ongoing cashflow and revenues to be
generated by WasteCo.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The reliance of WasteCo on its existing significant customer relationships is in part
mitigated by the diversification of its business operations (both geographically and
with new divisions) which it intends to grow further by the continued acquisition
of complementary businesses as and when identified.
7. RISKS TO THE WASTECO GROUP’S BUSINESS AND
PLANS

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WasteCo Group
29
Competition
What is the risk?The waste, refuse and industrial services sectors in New Zealand are highly
competitive.
One or more of the WasteCo Group’s competitors could seek to offer comparable
services at lower prices, which might cause downward pressure on the WasteCo
Group’s pricing and ability to create margin and revenue. One or more
competitors could also offer comparable services which are preferred by the
market leading to reduced demand for the WasteCo Group’s services, or may be
successful in securing major new contracts or developing new technologies. New
competitors may also enter the market in the future.
Why is it significant to
the WasteCo Group?
The actions of, and emergence of new competitors, may impact the prices that the
WasteCo Group can charge for its services or reduce the level of its business, both
of which could negatively impact on the Company’s business, financial condition
and results.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The WasteCo brand has positioned itself with a point of difference in the verticals
in which it operates with respect to service quality, excellence, sustainability
and “look and feel” and considers it is well placed to stand out against the
competition.
The Vendors expect that they will be able to mitigate this risk given their
experience in the industry, understanding of the WasteCo Group’s sectors, and
with assistance from WasteCo’s experienced Senior Leadership Team.
Management of growth opportunities
What is the risk?As the WasteCo Group continues to expand organically and through strategic
acquisitions, it may not successfully identify the right acquisition opportunities
or manage its growth, which could lead to adverse operational and financial
performance.
While WasteCo conducts thorough due diligence as part of each proposed
acquisition, it is possible that one or more material issues or liabilities may not
have been identified, or may be more significant than expected and that WasteCo
may not be adequately compensated or protected for such issue or liability in
relation to the representations, warranties and indemnities provided by the
vendor of the relevant business.
There is also no assurance that WasteCo will be successful in continuing to secure
future acquisitions to further its future growth, nor that any historic acquisition
will continue to improve its competitiveness and profitability.
Why is it significant to
the WasteCo Group?
The WasteCo Group is always seeking to pursue substantial new growth initiatives,
including expansion into new commercial verticals and new markets within the
South Island. If the WasteCo Group succeeds, the number of customers it serves
and the operating complexities it faces will increase.
The WasteCo Group also needs to carefully and seamlessly manage the integration
of new employees from businesses acquired into their own business operations.
The WasteCo Group expects that significant growth and increased operating
complexity will place additional demands on its operating systems as well as
personnel. If the WasteCo Group’s operating systems, personnel or distribution
networks are unable to keep pace with these demands, the Company’s business,
operating results and financial condition may be materially adversely affected.

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Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The Vendors have a track record of managing the growth of their existing business
operations, and of also successfully identifying and integrating recently acquired
businesses into their own existing business operations which they intend to
continue, however there is no guarantee that WasteCo will be successful in
obtaining its operational and strategic goals through such acquisitions.
Entry into new geographic markets and new verticals
What is the risk?Expansion into new geographical markets and new verticals is difficult, and there
is a risk that the WasteCo Group will fail to successfully execute its strategy in new
markets and new verticals.
Why is it significant to
the WasteCo Group?
The WasteCo Group believes there are significant opportunities in promoting its
services in new targeted South Island and potentially North Island markets, and
also in launching new services into new verticals associated with waste, refuse and
industrial services, in which WasteCo Group does not currently participate.
Accordingly, the WasteCo Group has medium and long term ambitions to expand
into other geographical markets and other market verticals.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The Vendors believe they have sufficient previous experience operating in
the WasteCo Group’s target markets, which they believe they can leverage to
successfully execute the WasteCo Group’s strategy.
The WasteCo Group’s existing capital, and additional capital to be raised by the
Company prior to completion of the Reverse Listing, will enable the WasteCo
Group to fund growth opportunities, and to employ further staff to manage
growth in these new markets and to take advantage of the contacts that the
Vendors have already established in these markets.
Regulatory Risk
What is the risk?As a large part of the WasteCo Group’s business comprises the collection, recycling
and disposal of waste and refuse, it is possible that the undertaking of those
operations may be subject to new or amended regulation, including employment,
health and safety and environmental regulation, which impose additional costs or
restrictions on WasteCo group.
There is also risk regarding potential government intervention in the manner in
which certain recycling/diversion is subsidised. This may have an impact upon the
revenues that WasteCo may ultimately derive from a particular contract.
Why is it significant to
the WasteCo Group?
The WasteCo Group believes that it complies with all applicable regulations in the
markets in which it operates. However, in the event of the introduction of new
or amended regulations, the WasteCo Group might be required to change the
manner in which it undertake is operations commercially.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The WasteCo Group has a long history of expertise with respect to regulatory
compliance in the waste, refuse and industrial services sectors.
Environmental Risk
What is the risk?WasteCo’s operations are subject to significant environment regulation. Non
compliance with these regulatory requirements can have a material adverse
impact on WasteCo’s operations from both a reputational perspective (through
negative publicity associated with non-compliance) and from an economic
perspective through the imposition of fines, or restrictions on the commercial
operations of WasteCo.

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WasteCo Group
31
Environmental Risk
Why is it significant to the
WasteCo Group?
There are various laws and regulations which impact WasteCo, particularly in
relation to its waste collection, sorting and diversion operations are part of
its environmental services. These laws and regulations seek to minimise the
impact of waste management activities on the environment as well as human
health.
Unforeseen issues may affect WasteCo in relation to the operation of its
waste facilities, and there is a risk for example that a waste facility may be
contaminated, now or in the future.
If these risks eventuate, there is a risk that the WasteCo Group may face fines
or other regulatory action from local or government authorities, which may
be substantial. WasteCo may also be required to undertake remediation at
its own cost. If WasteCo is not able to remediate such issues successfully or
at a reasonable cost, this may impact on the business, financial condition and
profitability of its business.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The WasteCo Group has a long history of expertise with respect to compliance
with environmental protection requirements and regulations in the context of
the waste, refuse and industrial services sectors.
Health and Safety Risk
What is the risk?WasteCo is a business which involves the operation of heavy machinery, and
often on public roads and industrial sites.
When operating such equipment in such environments there is a risk of
injury or even death to the members of the WasteCo staff who operate such
equipment, or to members of the public or third party contractors in the event
of an accident occurring.
WasteCo is required to comply with laws and regulations relating to protecting
the safety of, and mitigating the risk of workplace injuries, occurring to its
employees and other persons in the course of its business activities.
Why is it significant to the
WasteCo Group?
WasteCo treasures each and every one of its employees and contractors as
part of the wider WasteCo family. It would be a devastating occurrence for any
member of the WasteCo staff, to be involved in an incident which resulted in
the injury or death of that staff member, or a member of the public.
In the event of a health and safety incident, there is a risk that the WasteCo
Group may face fines or other regulatory action from government authorities,
which may be substantial. Such fines or regulatory action may have a
significant impact on the business, financial condition and profitability of its
business.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
WasteCo has developed an extensive training and health and safety protocol to
ensure that the safety of each staff member and members of the community
are protected during the day to day operations of the WasteCo business.
Regular training seminars, audits of health and safety protocols are undertaken
by WasteCo to ensure that the risk of a possible accident or incident are
reduced as far as possible in the circumstances.
General risks, such as changes in general economic conditions, new legislation, tax reform, changes in
interest and inflation rates may also have an adverse impact on WasteCo’s business and activities, and
on its ability to fund its ongoing business operations.

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Tax can have significant consequences for investments. If you have queries relating to the tax
consequences of investing in Shares, you should obtain professional advice on those consequences.
8. TAX

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WasteCo Group
33
Further information relating to the WasteCo Group can be found at www.WasteCo.co.nz
The New Zealand Companies Office register also contains information about WasteCo Group and the
Subsidiaries, which can be viewed at www.business.govt.nz/companies under company numbers
8144096 (WasteCo Holdings NZ Limited), 4608661 (WasteCo NZ Limited), 5909612 (WasteCo Port
Services NZ Limited), 5005020 (WasteCo Finance NZ Limited), 8214997 (SafeCo Training NZ Limited),
6462572 (WasteCo NZ (Southern) Limited) and 8215515 (SortCo NZ Limited).
The Company is required to make half yearly and annual announcements to NZX as well as certain
other announcements required by the NZX Listing Rules from time to time. Following completion
of the Reverse Listing, you will be able to obtain this information by searching www.nzx.com for the
ticker code ‘WCO’.
9. WHERE YOU CAN FIND MORE INFORMATION

Z
34
ASTEC
Goodwood Capital Limited
Address
84 Coates Avenue
Orakei
Auckland 1070
Contact personSean Joyce
Email
sean@corporate-counsel.co.nz
Website
www.goodwoodcapital.co.nz
WasteCo Group
Address
421 Blenheim Road
Upper Ricarton
Christchurch 8041
Contact personShane Edmond
Emailshaneedmond24@gmail.com
Phone021 995 519
Website
www.WasteCo.co.nz
Share registrar – Link Market Services Limited
Address
Level 30
PwC Tower
15 Customs Street West
Auckland 1010
Email
enquiries@linkmarketservices.co.nz
Phone09 375 5999
Company’s legal adviser (Chapman Tripp)
Contact PersonRoger Wallis
WasteCo Group legal adviser (Anderson Lloyd)
Contact PersonBen Johnston
10. CONTACT INFORMATION

Z
WasteCo Group
35
CompanyGoodwood Capital Limited
Mandatory Convertible NotesThe $4 million mandatory convertible notes issued by WasteCo
Reverse ListingThe acquisition by the Company of 100% of WasteCo (and by extension,
the WasteCo Group for consideration of an issue of 504,000,000 Shares
to the Vendors, and 80 million Shares to the holders of the Mandatory
Convertible Notes.
ShareholdersShareholders of the Company
SharesFully paid ordinary shares of the Company
VendorsCullinane Steele Trustees (2003) Limited, Laurence James Redmayne and
Samantha Jane Redmayne
C&F Trustees 35776 Limited, Carl Stephen Storm and Dawn Margaret
Storm
Glendarvie Holdings Limited
Gleneig Holdings Limited
Shane David Edmond
Ashvegas Limited
Belinda Anne Edmond
WasteCo WasteCo Holdings NZ Limited
WasteCo GroupWasteCo Holdings NZ Limited, WasteCo NZ Limited, WasteCo Port Services
NZ Limited, WasteCo Finance NZ Limited, SafeCo Training NZ Limited,
WasteCo NZ (Southern) Limited and SortCo NZ Limited.
11. GLOSSARY OF TERMS

ASTEC

---

For the purposes of section 33 of the Companies Act 1993, this
document is the constitution of WasteCo Group Limited as at 3pm
on 5 December 2022

Constitution of
WasteCo Group
Limited

100440643/4662031.8
1

CONSTITUTION OF WASTECO GROUP LIMITED
INTERPRETATION
1 Defined terms
1.1 In this constitution the following expressions have the following meanings:
Act means the Companies Act 1993;
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by
ASX Limited, as the context requires;
ASX Listing Rules means the listing rules of ASX and any other rules of ASX which
are applicable if the Company is admitted to the official list of ASX, each as
amended or replaced from time to time, except to the extent of any express written
waiver by ASX;
Company means WasteCo Group Limited;
constitution means this constitution as it may be altered from time to time in
accordance with the Act;
Director means a person appointed as a director of the Company in accordance with
this constitution;
NZX means NZX Limited, its successors and assigns and, as the context permits,
includes any duly authorised delegate of NZX;
NZX Listing Rules means the Listing Rules applying to the NZX Main Board as
altered from time to time by NZX;
NZX Main Board means the NZX Main Board financial product market operated by
NZX (or any successor to that market);
Rules means each of the NZX Listing Rules and the ASX Listing Rules;
Share means a share in the Company; and
written or in writing in relation to words, figures and symbols includes all modes of
presenting or reproducing those words, figures and symbols in a tangible and visible
form.
1.2 Subject to clause 1.1, expressions:
(a) which are defined in the Rules (whether or not expressed with an initial
capital letter) have the meanings given by the Rules.
(b) which are defined in the Act (whether generally or for the purposes of one or
more particular provisions) have the meanings given to them by the Act.
Where an expression is defined in the Act more than once and in different

CONSTITUTION OF WASTECO GROUP LIMITED

contexts, its meaning will be governed by the context in which it appears in
this constitution.
2 Construction
In this constitution:
2.1 headings appear as a matter of convenience and do not affect the
interpretation of this constitution;
2.2 the singular includes the plural and vice versa, and words importing one
gender include the other genders;
2.3 a reference to an enactment or any regulations is a reference to that
enactment or those regulations as amended, or to any enactment or
regulations substituted for that enactment or those regulations;
2.4 a reference to a Rule or the Rules includes that Rule or the Rules as from time
to time amended or substituted;
2.5 a reference to permitted by the Act or permitted by the Rules means not
prohibited by the Act or not prohibited by the Rules; and
2.6 the Schedules form part of this constitution.
RELATIONSHIP BETWEEN CONSTITUTION AND RULES
3 Incorporation of Rules while listed by NZX
3.1 For so long as the Company is listed by NZX:
(a) this constitution is deemed to incorporate all provisions of the NZX Listing
Rules required under the NZX Listing Rules to be contained or incorporated by
reference in this constitution, as those provisions apply from time to time
(and as modified by any waiver or ruling relevant to the Company);
(b) shareholders must not cast a vote if prohibited from doing so by the NZX
Listing Rules; and
(c) Directors must not cast a vote if prohibited from doing so by the NZX Listing
Rules.
To the extent that any provision of this constitution is expressed as being subject to
the Rules or requires compliance with the Rules, such provision will only be subject
to, or require compliance with, the Rules for so long as the Company is listed on the
relevant market.
4 NZX waivers or rulings
If NZX has granted a waiver or ruling in relation to the Company authorising any act
or omission which in the absence of that waiver or ruling would be in contravention
of the Rules or this constitution that act or omission will, unless a contrary intention

CONSTITUTION OF WASTECO GROUP LIMITED

appears in this constitution, be deemed to be authorised by the Rules and by this
constitution.
5 Failure to comply with Rules has limited effect in some cases
Any failure to comply with:
(a) the relevant Rules; or
(b) A clause of this constitution corresponding with a provision of the relevant
Rules (whether such provision is set out in full in this constitution or
incorporated in it pursuant to clause 3,
by the Company or shareholders does not affect the validity or enforceability of any
transaction, contract, action, decision or vote taken at a meeting of shareholders or
other matter entered into by, or affecting, the Company, except that a party to a
transaction or contract who knew of the non-compliance is not entitled to enforce
that transaction or contract. This clause does not limit the rights of shareholders
against the Company or the Directors.
6 Company must comply with Rules while listed
6.1 For so long as the Company is listed by NZX, the Company must comply with the
NZX Listing Rules. Subject to clause 4, if this constitution contains any provision
inconsistent with the NZX Listing Rules, then the NZX Listing Rules prevail.
6.2 If at any time the Company is admitted to the official list of ASX:
(a) notwithstanding anything contained in this constitution, if the ASX Listing
Rules prohibit an act being done, the act shall not be done;
(b) nothing in this constitution prevents an act being done that the ASX Listing
Rules require to be done;
(c) if the ASX Listing Rules require an act to be done or not to be done, authority
is given for that act to be done or not to be done (as the case may be);
(d) if the ASX Listing Rules require this constitution to contain a provision and it
does not contain such a provision, this constitution is deemed to contain that
provision;
(e) if the ASX Listing Rules require this constitution not to contain a provision and
it contains such a provision, this constitution is deemed not to contain that
provision; and
(f) if any provision of this constitution is or becomes inconsistent with the ASX
Listing Rules, this constitution is deemed not to contain that provision to the
extent of the inconsistency.
To the extent that any provision of this constitution is expressed as being subject to
the Rules or requires compliance with the Rules, such provision will only be subject

CONSTITUTION OF WASTECO GROUP LIMITED

to, or require compliance with, the Rules for so long as the Company is listed on the
relevant market.
SHARES AND SHAREHOLDERS
7 Board need not comply with statutory pre-emptive rights
Section 45 of the Act does not apply to the Company.
8 Further issues of Shares do not affect rights of existing shareholders
Subject to this constitution, the Board may issue Shares that rank as to voting or
distribution rights, or both, equally with or in priority to any existing Shares. Any
such issue will not be treated as an action affecting the rights attached to those
existing Shares unless the terms of issue of those Shares expressly provide
otherwise.
9 Consolidation and subdivision
The Board may:
9.1 consolidate and divide Shares or any class of Shares in proportion to those
Shares or the Shares in that class; or
9.2 subdivide Shares or any class of Shares in proportion to those Shares or the
Shares in that class.
10 Share register may be divided
The Share register may be divided into 2 or more registers kept in different places.
11 Record date for shareholder voting
The Board may determine in a notice of meeting for the purpose of voting at that
meeting that those registered shareholders as at 5 p.m. on a day not more than
2 working days before the meeting will be the only persons entitled to exercise the
right to vote at that meeting.
12 Registration of separate parcels
A shareholder or a transferee may request the Company to register the Shares held
by that person in two or more separately identifiable parcels. Where the Company
agrees to such a request, the Company may, so far as it considers convenient,
communicate with the shareholder, pay dividends and otherwise act in respect of
such parcel, as if the separately identifiable parcels belonged to different persons.
13 Board may refuse or delay transfer
The Board may in its absolute discretion refuse or delay the registration of any
transfer of Shares (subject to their terms of issue) if permitted to do so by the Act
or the Rules.
14 Compulsory sale of less than Minimum Holdings
14.1 The Company may at any time give notice to a shareholder holding less than a
Minimum Holding (as defined in the NZX Listing Rules) that if, at the expiration of 3
months after the date the notice is given, Shares then registered in the name of the

CONSTITUTION OF WASTECO GROUP LIMITED

shareholder are less than a Minimum Holding the Company may sell those Shares on
market (including through a broker acting on the Company’s behalf).
14.2 The Board may authorise the transfer of the Shares sold by the Company under this
clause 14, and the shareholder is deemed to have authorised the Company to act on
behalf of the shareholder and to sign all necessary documents relating to the sale.
The purchaser of Shares sold by the Company under this clause 14 shall have no
obligation to ensure the proceeds of the sale of those Shares is applied in
accordance with this clause 14, nor shall the title to the Shares be affected by any
irregularity or invalidity in the procedures under this constitution relating to the sale.
The remedy of any person aggrieved by the sale is in damages only and against the
Company exclusively.
14.3 The proceeds of the sale of any Shares sold under this clause must be applied as
follows:
(a) first, in payment of any reasonable sale expenses.
(b) second, in satisfaction of any unpaid calls or any other amounts owing to the
Company in respect of the Shares.
(c) the residue, if any, must be paid to the person who was the holder
immediately before the sale or his or her executors, administrators or assigns.
14.4 A certificate, signed by a Director that records that a power of sale under this clause
has arisen and is exercisable by the Company is conclusive evidence of the facts
stated in that certificate.
15 Board may make calls on Shares
The Board may make calls on any shareholder for any money that is unpaid on that
shareholder’s Shares and not otherwise payable at a specified time or times under
this constitution or the terms of issue of those Shares or any contract for the issue
of those Shares. The First Schedule governs calls on Shares.
16 Forfeiture of Shares where calls or other amounts unpaid
The Board may exercise the rights set out in the First Schedule for forfeiture of any
Shares if the holder of those Shares fails to pay:
16.1 a call, or an instalment of a call, on those Shares; or
16.2 any amount that is payable under this constitution or the terms of issue of
those Shares or any contract for the issue of the Shares.
17 Company’s lien
The Company has a lien on Shares and dividends in respect of such Shares on the
terms set out in the First Schedule.

CONSTITUTION OF WASTECO GROUP LIMITED

18 Company may acquire and hold Shares
Subject to this constitution and the Rules, the Company may:
18.1 purchase or otherwise acquire Shares issued by the Company and may hold
Shares as treasury stock; and
18.2 make an offer to one or more holders of Shares to acquire Shares issued by
the Company in such number or proportions as it thinks fit,
in accordance with the Act and the Rules.
19 Company may issue and redeem Shares
Subject to this constitution and the Rules, the Company may:
19.1 issue or redeem redeemable Shares; and
19.2 exercise an option to redeem redeemable Shares issued by the Company in
relation to one or more holders of redeemable Shares,
in accordance with the Act and the Rules.
20 Board deductions from distribution
The Board may, at its discretion, deduct from any dividend or other distribution
payable to a shareholder any amount owed by the shareholder to the Company in
respect of which the Company has a lien over the specific Shares on which the
dividend or other distribution is payable. The Board must deduct from any dividend
or other distribution payable to any shareholder any amount it is required by law to
deduct, including withholding and other taxes.
21 Distributions do not bear interest
No dividend or other distribution shall bear interest against the Company unless the
applicable terms of issue expressly provide otherwise.
22 Unclaimed moneys
All dividends and other distributions, and any other moneys payable to any
shareholder or former shareholder in respect of Shares, unclaimed for one year after
the due date for payment may be invested or otherwise made use of by the Board
for the benefit of the Company until claimed. The Company shall be entitled to
mingle the distribution with other money of the Company and shall not be required
to hold it or to regard it as being impressed with any trust but, subject to
compliance with the solvency test, shall pay the distribution to the person producing
evidence of entitlement.
23 Proceedings at meetings of shareholders and interest groups
The Second Schedule governs the proceedings at meetings of shareholders. The
Second Schedule also governs the proceedings of meetings of any interest group
required to be held by the Act, the Rules, or this constitution, with all necessary
consequential modifications, except that the quorum shall be the members of the
interest group holding 5% or more of the total number of Shares held by all
members of that group having the right to vote at the meeting.

CONSTITUTION OF WASTECO GROUP LIMITED

DIRECTORS
24 Composition
24.1 The Company shall comply with minimum Board composition requirements of the
relevant Rules.
25 Appointment of Directors
25.1 Any natural person who is not disqualified under the Act and, if required under the
Rules, who has been nominated within the time limits under the Rules, may be
appointed as a Director by an ordinary resolution of shareholders.
25.2 The Board may appoint any person who is not disqualified under the Act to be a
Director to fill a vacancy or as an addition to the existing Directors. Any Director
appointed under this clause (including any person who subsequent to his or her
appointment as a Director becomes an executive Director) may hold office only until
the next annual meeting, and is then eligible for election.
25.3 The persons holding office as directors of the Company on adoption of this
constitution continue in office and are deemed to have been appointed as Directors
pursuant to this constitution. Similarly the chairperson of the Board continues in
office and is deemed to have been appointed as chairperson pursuant to this
constitution.
26 Rotation of Directors
26.1 Each Director shall retire from office when required to do so by the relevant Rules,
but, subject to the Rules, shall be eligible for re-election (including at any meeting at
which the Director retires).
26.2 A Director retiring at a meeting of shareholders continues to hold office:
(a) until he or she is re-elected; or
(b) if he or she is not re-elected, until the end of the meeting of shareholders at
which he or she retires (or any adjournment of that meeting).
27 Election of chairperson of the Board and term of office
27.1 The Directors may elect one of their number as chairperson of the Board.
27.2 The chairperson of the Board holds that office until he or she vacates that office or
the Directors elect a chairperson in his or her place.
28 Office of Director vacated in certain cases
The office of Director is vacated if the person holding that office:
28.1 dies; or
28.2 becomes disqualified from being a director pursuant to the Act; or
28.3 retires from office and is not re-elected or deemed to have been re-elected
under this constitution.

CONSTITUTION OF WASTECO GROUP LIMITED

29 Meetings of the Board
The Third Schedule governs the proceedings at meetings of the Board, except where
otherwise agreed by all Directors in relation to a particular meeting or meetings.
The third schedule to the Act does not apply to proceedings of the Board.
30 Written resolutions of Board permitted
A written resolution signed or assented to by a majority of the Directors then
entitled to receive notice of a meeting of the Board and who together would
constitute a quorum at a meeting is as valid and effective as if it had been passed at
a meeting of the Board duly convened and held. Within 5 working days of a
resolution being passed in accordance with this clause, the Company must send a
copy of the resolution to every Director who did not sign the resolution or on whose
behalf the resolution was not signed.
31 Written resolutions may be in counterparts
Any written resolution may consist of several copies of the resolution, each signed or
assented to by one or more of the Directors. A copy of a written resolution, which
has been signed and is sent by email or any similar means of communication
(including PDF counterparts), will satisfy the requirements of this clause.
32 Board delegates to comply with regulations
In exercising the Board’s delegated powers, any committee of Directors, Director,
employee, or any other person must comply with any regulations that the Board
may impose.
33 Committee proceedings
The provisions of this constitution relating to meetings and proceedings of the Board
also apply to meetings and proceedings of any committee of Directors, except to the
extent the Board determines otherwise.
34 Reimbursement of expenses
A Director may be reimbursed for reasonable travelling, accommodation and other
expenses incurred in the course of performing duties or exercising powers as a
Director without requiring the prior approval of shareholders.
35 Directors may appoint and remove alternate Directors
Every Director may:
35.1 appoint any person who is not a Director and is not disqualified by the Act or
this constitution from being a Director, and whose appointment has been
approved in writing by a majority of the other Directors, to act as an alternate
Director in his or her place either for a specified period, or generally during
the absence or inability to act from time to time of such Director; and
35.2 remove his or her alternate Director from that office,
by giving written notice to that effect to the Company. A majority of the other
Directors may similarly remove an alternate of a Director from that office.

CONSTITUTION OF WASTECO GROUP LIMITED

36 Alternate Director has powers of appointer
While acting in the place of the Director who appointed him or her, an alternate
Director:
36.1 has, and may exercise and discharge, all the powers, rights, duties and
privileges of that Director (including the right to receive notice of, be counted
as part of the quorum of, and participate in a meeting, of the Board, and to
sign any document, including a written resolution, and to act as chairperson
of the Board, but excluding the right to appoint an alternate Director); and
36.2 is also subject to the same terms and conditions of appointment as that
Director, except that he or she is not entitled to receive remuneration other
than such proportion (if any) of the remuneration otherwise payable to his or
her appointer as the appointer may direct by notice in writing to the
Company.
37 Termination of appointment of alternate Director
The appointment of an alternate Director terminates automatically if the Director
who appointed him or her ceases to be a Director or if an event occurs which would
cause him or her to vacate office if he or she were a Director. A Director retiring by
rotation and being re-elected is not to be treated as having ceased to be a Director
for the purposes of this clause.
GENERAL
38 Company indemnification of directors and employees for certain liabilities
The Company shall indemnify a director of the Company, and may indemnify an
employee of the Company or a director or employee of a related company, for any
liability or costs for which a director or employee may be indemnified under the Act.
The Board may determine the terms and conditions of such an indemnity.
39 Company may effect insurance for directors and employees
The Company may, with the prior approval of the Board, effect insurance for a
director or employee of the Company or a related company for any liability or costs
for which a company may effect insurance for a director or employee under the Act.
The Board may determine the amounts and the terms and conditions of any such
insurance.
40 Manner of execution of deeds
An obligation which, if entered into by a natural person, would, by law, be required
to be by deed, may be entered into on behalf of the Company in writing signed
under the name of the Company by a Director, or any other person authorised by
the Board, whose signature must be witnessed, or as otherwise permitted by the
Act.

CONSTITUTION OF WASTECO GROUP LIMITED

41 Distribution of surplus assets in kind
If the Company is liquidated the liquidator may, with the approval of shareholders
by special resolution, but subject to any other sanction required by the Act:
41.1 divide among the shareholders in kind the whole or any part of the surplus
assets of the Company and for that purpose the liquidator may:
(a) fix such values for surplus assets as the liquidator considers to be
appropriate, and
(b) determine how the division will be carried out as between shareholders
or different classes of shareholder;
and
41.2 vest the whole or any part of any such surplus assets in trustees upon such
trusts for the benefit of such of those shareholders as the liquidator thinks fit,
but so that no shareholder is compelled to accept any shares or other securities on
which there is any liability.

CONSTITUTION OF WASTECO GROUP LIMITED

FIRST SCHEDULE: CALLS, FORFEITURE AND LIENS
INTERPRETATION
1 Construction
Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
CALLS ON SHARES
2 Shareholders must pay calls
Every shareholder on receiving at least 10 working days’ notice specifying the time
or times and the place of payment must pay, in accordance with that notice, the
amount called to be paid in respect of any Shares that shareholder holds. The Board
may revoke or postpone a call, or require a call to be paid by instalments.
3 Call made when Board resolution passed
A call is regarded as having been made at the time when the Board resolution
authorising the call was passed.
4 Joint holders are jointly and severally liable
The joint holders of a Share are jointly and severally liable to pay all calls for that
Share.
5 Unpaid calls will accrue interest
If an amount called is not paid in full at the time specified for payment, the person
from whom the amount is due must pay the Company interest on the amount that
remains unpaid at a rate determined by the Board and calculated from the time
specified for payment until the day of actual payment. Subject to the Rules, the
Board may waive some or all of the payment of that interest.
6 Amounts payable under terms of issue treated as calls
Any amount that becomes payable on issue or at any specified date under this
constitution or under the terms of issue of Shares or under a contract for the issue
of Shares, will be regarded as being a call duly made and payable on the specified
date. If the payment is not made, the relevant provisions of this constitution will
apply as if the amount had become payable by virtue of a call made in accordance
with this constitution.
7 Board may differentiate between shareholders as to calls
On the issue of Shares, the Board may differentiate between shareholders as to the
amount of calls to be paid and the times of payment.
8 Board may accept payment in advance for calls
8.1 Where a shareholder is willing to advance some or all of the money unpaid and
uncalled on any Share of that shareholder, the Board may accept the amount
advanced on the Company’s behalf. The Board may pay interest on that amount at
a rate agreed between the Board and that shareholder for the period between the
date that the amount is accepted and the date that the amount becomes payable
pursuant to a call or the date specified for its payment.

CONSTITUTION OF WASTECO GROUP LIMITED

8.2 The Board may at any time repay to any shareholder the whole or any portion of
any money so advanced upon giving that holder at least 10 working days’ notice in
writing and as from the date of such repayment interest (if any) shall cease to
accrue on the money so repaid.
8.3 A shareholder is not entitled as of right to any payment of interest on any amount so
paid in advance and the Board may decline to pay any interest. Any amount so paid
in advance must not be taken into account in ascertaining the amount of any
dividend or other distribution payable upon the Shares concerned.
FORFEITURE OF SHARES
9 Board may by notice require forfeiture of Shares if calls unpaid
The Board may during the time that a call, instalment, or other amount remains
unpaid on a Share, serve a notice on the holder of that Share requiring payment of
the unpaid call, instalment, or other amount, together with any accrued interest and
any expenses incurred by the Company by reason of non-payment.
10 Notice of forfeiture must satisfy certain requirements
The notice served on a shareholder under clause 9 must specify a date not earlier
than 10 working days after the date the notice is served by which the payment is to
be made. The notice must also state that in the event of non-payment by the
appointed time, the Shares to which the call, instalment, or other amount relates,
will be liable to be forfeited by the shareholder.
11 Failure to comply with notice may lead to forfeiture
Where a valid notice under clause 9 is served on a shareholder and the shareholder
fails to comply with the notice, then the Board may resolve that any Share for which
that notice was given and all distributions authorised and not paid before the notice
was served be forfeited.
12 Board may deal with forfeited Share
A forfeited Share may be sold or otherwise disposed of on such terms and in such
manner as the Board thinks fit. However, the Board may cancel the forfeiture at
any time before the sale or other disposition on such terms as the Board thinks fit if
the call, instalment or other amount which remains unpaid on the Share is paid.
13 Shareholder whose Shares are forfeited loses rights
A person whose Shares have been forfeited immediately ceases to be a shareholder
in respect of those Shares notwithstanding any other provision of this constitution,
and remains liable to pay the unpaid amount that the shareholder owes the
Company, but that liability shall cease if the Company receives payment in full of all
money owing for those Shares.
14 Evidence of forfeiture
A certificate signed by a Director that a Share has been duly forfeited on a stated
date is conclusive evidence of the facts stated in that certificate.

CONSTITUTION OF WASTECO GROUP LIMITED

15 Company may sell forfeited Share
The Company may receive the consideration, if any, given for a forfeited Share
following a sale or disposition, and may execute a transfer of the Share in favour of
the person to whom the Share is sold or disposed of, and register that person as the
holder of the Share. That person is not bound to see to the application of the
purchase money, if any, nor is the title to the Share affected by any irregularity or
invalidity in the procedures under this constitution in respect of the forfeiture, sale
or disposal of that Share. Any residue after satisfaction of unpaid calls, instalments,
premiums or other amounts and interest, and expenses, shall be paid to the
previous holder, or to his or her executors, administrators or assigns.
LIEN ON SHARES
16 Company’s lien
The Company has a lien, ranking in priority over all other equities, on:
16.1 all Shares registered in the name of a shareholder; and
16.2 all dividends authorised in respect of such Shares; and
16.3 the proceeds of sale of such Shares,
for:
16.4 unpaid calls and instalments payable in respect of any such Shares; and
16.5 interest on any such calls or instalments; and
16.6 sale expenses owing to the Company in respect of any such Shares; and
16.7 any amounts that the Company may be called on to pay under any statute,
regulation, ordinance or other legislation in respect of the Shares of that
shareholder, whether the period for payment has arrived or not.
17 Waiver of lien
Registration of a transfer of Shares on which the Company has any lien will operate
as a waiver of the lien, unless the Company gives notice to the contrary to the
transferee prior to registration.
18 Company may sell Share on which it has a lien
The Company may sell a Share on which it has a lien in such manner as the Board
thinks fit, where:
18.1 the lien on the Share is for a sum which is presently payable; and
18.2 the registered holder of the Share, or the person entitled to it on his or her
death or bankruptcy, has failed to pay that sum within 10 working days after
the Company has served that registered holder written notice demanding
payment of that sum.

CONSTITUTION OF WASTECO GROUP LIMITED

19 Company may transfer Share and apply proceeds
19.1 The Company may receive the consideration given for a Share sold under clause 18,
and may execute a transfer of the Share in favour of the person to whom the Share
is sold, and register that person as the holder of the Share discharged from all calls
due prior to the purchase.
19.2 The purchaser is not bound to see to the application of the purchase money, and the
purchaser’s title to the Share is not affected by any irregularity or invalidity in the
proceedings relating to the sale. The remedy of any person aggrieved by the sale
shall be in damages only and against the Company exclusively.
19.3 The Company must apply the sale proceeds in payment of the sum presently
payable on the lien, and the balance, if any, shall (subject to a like lien for sums not
presently payable that existed upon the Share before the sale) be paid to the person
who held the Share immediately before the date of sale or to his or her executors,
administrators or assigns.

CONSTITUTION OF WASTECO GROUP LIMITED

SECOND SCHEDULE: PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
INTERPRETATION
1 Construction
1.1 This Schedule is to be read together with Schedule 1 of the Act.
1.2 Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
1.3 A reference in this Schedule to a shareholder present at a meeting or entitled to
vote at a meeting includes a reference to a proxy of a shareholder, a representative
of a corporate shareholder, an attorney of a shareholder, and any person who may
lawfully act on behalf of a shareholder.
QUORUM
2 Quorum for shareholders’ meeting
A quorum for a meeting of shareholders is present if 3 or more shareholders are
present having the right to vote at the meeting are present in person or by proxy.
CHAIRPERSON
3 Chairperson of Board to be chairperson of meeting
The chairperson of the Board, if one has been elected by the Directors and is present
at a meeting of shareholders, will chair the meeting.
4 Directors may elect chairperson if chairperson of Board not available
If no chairperson of the Board has been elected or, if at any meeting of shareholders
the chairperson of the Board is not present within 15 minutes of the time appointed
for the commencement of the meeting or is unwilling to act, the Directors present
may elect one of their number to be chairperson of the meeting.
5 As a last resort shareholders may elect chairperson
If at any meeting of shareholders, no Director is willing to act as chairperson or if no
Director is present within 15 minutes of the time appointed for the commencement
of the meeting, the shareholders present may elect one of their number to be
chairperson of the meeting.
6 Chairperson’s power to adjourn meeting
The chairperson of a meeting at which a quorum is present:
6.1 may adjourn the meeting with the consent of the shareholders present who
are entitled to attend and vote at that meeting; and
6.2 must adjourn the meeting if directed by the meeting to do so.
The only business that may be transacted at any adjourned meeting is the business
left unfinished at the meeting from which the adjournment took place.

CONSTITUTION OF WASTECO GROUP LIMITED

7 Chairperson may dissolve or adjourn unruly meetings
The chairperson may adjourn or dissolve the meeting if in his or her opinion the
meeting has become so unruly, disorderly or inordinately protracted, that the
business of the meeting cannot be conducted in a proper and orderly manner. The
chairperson may exercise this power without the consent of the meeting and without
giving reasons.
8 Dissolved meetings - unfinished business
If the chairperson proposes to dissolve a meeting pursuant to clause 7, and there is
any item of unfinished business of the meeting which in his or her opinion requires
to be voted upon, then that item shall be dealt with by the chairperson directing it to
be put to the vote by a poll without further discussion.
VOTING
9 Chairperson allowed casting vote
In the case of an equality of votes, whether on a show of hands, voice vote or on a
poll, the chairperson has a casting vote.
POLLS
10 Voting at meetings to be by poll
As required by the NZX Listing Rules, all voting at meetings of shareholders must be
conducted by a poll.
11 Time at which polls to be taken
A poll demanded on the election of a chairperson of a meeting or on a question of
adjournment must be taken immediately. A poll demanded on any other question is
to be taken at such time as the chairperson of the meeting directs. The meeting
may proceed to deal with any business other than that upon which a poll has been
demanded pending the taking of the poll.
12 Declaration of poll result
12.1 The chairperson of the meeting may declare the result of a poll either at or after the
meeting, and when the outcome of the poll is known, may do so regardless of
whether all votes have been counted.
12.2 The result of a poll declared by the chairperson of the meeting will be treated as the
resolution of the meeting at which the poll was demanded on the issue for which the
poll was taken.
PROXIES
13 Form of notice of proxy
A notice appointing a proxy shall be in such form as the Board may direct.

CONSTITUTION OF WASTECO GROUP LIMITED

14 Vote by proxy valid where no notification before meeting of disqualified
proxy
Where:
14.1 the shareholder has died or become incapacitated; or
14.2 the proxy, or the authority under which the proxy was executed, has been
revoked; or
14.3 the Share in respect of which the notice of proxy is given has been
transferred,
before a meeting at which a proxy exercises a vote in terms of a notice of proxy but
the Company does not receive written notice of that death, incapacity, revocation, or
transfer before the start of the meeting, the vote of the proxy is valid.
POSTAL VOTES
15 Postal votes permitted at Board’s option
15.1 A shareholder may exercise the right to vote at a meeting by casting a postal vote
only if the Board, prior to the giving of notice of a meeting, has so determined and,
if the Board so determines, the provisions of clause 7 of the first schedule to the Act
shall apply. To avoid doubt, a postal vote may be cast using electronic means
permitted by the Board.
OTHER PROCEEDINGS
16 Chairperson may regulate other proceedings
Except as provided in Schedule 1 of the Act as modified by this Schedule, the
chairperson of a meeting of shareholders may regulate the proceedings at the
meeting.

CONSTITUTION OF WASTECO GROUP LIMITED

THIRD SCHEDULE: PROCEEDINGS OF THE BOARD
NOTICE OF MEETING
1 Director’s power to convene meetings
A Director, or any other person at the request of a Director, may convene a meeting
of the Board by giving notice in accordance with this Schedule.
2 Notice to be sent to Director’s address
The notice of meeting must be a written notice delivered by hand to the Director, or
sent to the address, or an electronic mail message sent to the electronic mail
address, which the Director provides to the Company for that purpose, or if an
address, or electronic mail address, is not provided, then a written notice to his or
her last place of employment or residence known to the Company.
3 Notice to contain certain details
The notice of meeting must include the date, time and place of the meeting and the
matters to be discussed.
4 Period of notice required to be given to Directors
At least two days’ notice of a meeting of the Board must be given unless the
chairperson (or, in the chairperson's absence from New Zealand, the deputy
chairperson (if any), and in the deputy chairperson’s absence, any other Director)
believes it is necessary to convene a meeting of the Board as a matter of urgency, in
which case shorter notice of the meeting of the Board may be given, so long as at
least two hours’ notice is given. Any such shorter notice may be given by telephone
communication to each Director at the telephone number provided to the company
by each Director provided that written notice shall be given to the Directors within
the shorter notice period where it is practicable to do so.
5 Absent Directors
If a Director, who is for the time being absent from New Zealand, supplies the
Company with an electronic mail address to which notices are to be sent during his
or her absence, then notice must be given to that Director. Otherwise notice need
not be given to any Director for the time being absent from New Zealand. However,
if he or she has an alternate Director who is in New Zealand, then notice must be
given to that person.
6 Directors may waive irregularities in notice
Any irregularity in the notice of a meeting, or failure to comply with clauses 1 to 5 of
this Schedule is waived if all Directors entitled to receive notice of the meeting
attend the meeting without protest as to the irregularity or failure, or if all Directors
entitled to receive notice of the meeting agree to the waiver.

CONSTITUTION OF WASTECO GROUP LIMITED

MEETING AND QUORUM
7 Methods of holding meetings
A meeting of the Board may be held:
7.1 by a number of Directors who constitute a quorum, being assembled together
at the place, date and time appointed for the meeting;
7.2 by means of audio, or audio and visual, communication by which all Directors
participating and constituting a quorum can simultaneously hear each other
throughout the meeting; or
7.3 by a combination of the methods described in clauses 7.1 and 7.2 of this
Schedule.
8 Quorum for Board meeting
Unless otherwise determined by the Board, the quorum necessary for the
transaction of business at a meeting of the Board is a majority of the Directors. No
business may be transacted at a meeting of the Board unless a quorum is present.
9 Meeting adjourned if no quorum
If a quorum is not present within 30 minutes after the time appointed for a meeting
of the Board, the chairperson will adjourn the meeting to a specified day, time and
place. If no such adjournment is made the meeting will be adjourned automatically
until the following working day at the same time and place. If at the adjourned
meeting a quorum is not present within 30 minutes from the time appointed for the
meeting, the Directors present will constitute a quorum.
CHAIRPERSON
10 Chairperson to chair meetings
The chairperson of the Board will chair all meetings of the Board. If no chairperson
is elected, or if at a meeting of the Board the chairperson is not present within
15 minutes after the time appointed for the commencement of the meeting, then
the Directors present may elect one of their number to be chairperson of the
meeting.
VOTING
11 Voting on resolutions
Each Director has one vote. A resolution of the Board is passed if it is agreed to by
all Directors present without dissent or if a majority of the votes cast on it are in
favour of it. A Director must not vote where that Director is not permitted to vote
by the Rules or this constitution. A Director present at a meeting of the Board may
abstain from voting on a resolution, and any Director who abstains from voting on a
resolution will not be treated as having voted in favour of it for the purposes of the
Act.

CONSTITUTION OF WASTECO GROUP LIMITED

12 Chairperson has a casting vote in some cases
The chairperson of the Board has a casting vote, except cases where two Directors
form a quorum, in which case the chairperson does not have a casting vote at a
meeting at which only two Directors are present.
MINUTES
13 Board must keep minutes of proceedings
The Board must ensure that minutes are kept of all proceedings of meetings of the
Board. Minutes which have been signed correct by the chairperson of the meeting
are evidence of the proceedings at the meeting unless they are shown to be
inaccurate.
OTHER PROCEEDINGS
14 Board may regulate other proceedings
Except as set out in this Schedule, the Board may regulate its own procedure.