Capital Change Notice

Capital Change Notice

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Section 1: Issuer information
Name of issuer WasteCo Group Limited
NZX ticker code WCO
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZSNKE0001S9
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 31,850,353
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security $0.06923 per share, being a total value of
$2,205,000
Nature of the payment (for example, cash or
other consideration)
Cash consideration, to be satisfied by way of
set off against part of the purchase price for
the acquisition by WasteCo of the
businesses of Cleanways (2003) Limited and
its related companies, Enviro South (2015)
Limited and Wastech Services (Central
Otago) Limited (Cleanways Acquisition)
Amount paid up (if not in full) Paid in full
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
4.6294%
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)
Not applicable
Reason for issue/acquisition/redemption and
specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue to shareholders of Cleanways in
connection with the Cleanways Acquisition
Total number of Financial Products of the Class
after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number
of Financial Products of the Class held as
Treasury Stock after the
issue/acquisition/redemption.
719,850,353
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable

Capital Change Notice

2304686 | 7944003v1
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 1 June 2022.
Ordinary resolution of shareholders dated 5
December 2022 and Listing Rule 4.2.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Refer to the voluntary escrow arrangements
which affect some of the new shares, as
described in the appendix to this notice
The new ordinary shares will otherwise rank
equally in all respects with the ordinary
shares already on issue
Date of issue/acquisition/redemption 1 June 2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Shane Edmond, Chair
Contact person for this announcement Shane Edmond
Contact phone number 021995519
Contact email address shane@wasteco.co.nz
Date of release through MAP

1 June 2023

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APPENDIX: VOLUNTARY ESCROW ARRANGEMENT SUMMARY

WasteCo Group Limited (WCO) has entered into voluntary escrow arrangements with the holder of the
shares, being shareholders of Cleanways (Escrowed Holder) in respect of 25,480,282 fully paid ordinary
shares in WCO (representing 80% of the shares issued to the Escrowed Holder in connection with the
Cleanways Acquisition
1
) (Escrowed Shares).

The Escrow Shares are subject to escrow for the period commencing on the issue date (1 June 2023,
being the date of the completion of the Cleanways Acquisition) and ending on the trading day following
the date that WCO releases to the market its audited financial statements for the year ending 31 March
2024 (Escrow Period).

The restrictions on dealing under the escrow arrangements are broad and prevent the Escrowed Holder
from doing any of the following during the Escrow Period (without the prior written approval of WCO):

(a) selling, transferring, assigning or otherwise disposing of the Escrowed Shares, offering or agreeing
to sell, transfer assign or otherwise dispose of, their right and title to, and beneficial interest in, the
Escrow Shares in the Escrow Period, otherwise than by way of granting a security interest in favour
of any bona fide lender to the Escrowed Holder;

(b) doing, or omitting to do, any act if the act or omission would have the effect of transferring effective
ownership or control of the Escrowed Shares during the Escrow Period otherwise than pursuant to
enforcement of any loan and/or security interest granted to a bona fide lender to the Escrowed
Holder.

The escrow restrictions described above will not apply:

(a) where the Escrowed Holder suffers a personal hardship, and the Issuer agrees in writing to release
some or all of the Escrowed Shares from the escrow restrictions on such terms and conditions as it
thinks fit;

(b) a transfer arises directly because of a security interest over the Escrowed Shares being enforced
by a bona fide lender to the Escrowed Holder;

(c) in certain circumstances where there would be no change in the beneficial ownership of the
Escrowed Shares;

(d) to allow the Escrowed Holder to sell, or agree, or offer to sell all or any part of the Escrowed
Shares to an offeror in relation to 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 the Escrowed Holder or its affiliates.

1
WasteCo NZ Limited's acquisition of the Cleanways was announced to the NZX on 18 May 2023 and announced as unconditional on 29 May 2023.