WasteCo – Notice of 2023 Annual Shareholders Meeting

page 1





NOTICE OF 2023 ANNUAL SHAREHOLDERS’ MEETING

Notice is hereby given that the 2023 Annual Shareholders’ Meeting of WasteCo Group
Limited will be held at PwC Centre, Level 3, 60 Cashel Street, Christchurch Central City,
Christchurch on Friday, 8 September 2023, commencing at 11am.


Dear Shareholder,
WasteCo Group Limited (Company or WasteCo) invites you to join us at our Annual
Shareholders’ Meeting on Friday 8 September 2023, commencing at 11am. This will be held
at PwC Centre, Level 3, 60 Cashel Street, Christchurch Central City, Christchurch.
A copy of the WasteCo Annual Report for the financial year ended 31 March 2023 is available
on our website: https://wasteco.co.nz/wp-content/uploads/2023/06/WasteCo-Annual-Report-
2023-electronic.pdf.
If you are unable to attend, we encourage you to complete and lodge the proxy form in
accordance with the instructions on the back of that form.
We look forward to welcoming you to the Annual Meeting.
Yours sincerely



Shane Edmond, Chairman





Important Dates and Times
Latest time for receipt of proxy forms and questions: 11am on Wednesday 6 September 2023
Time for determining voting entitlement at the Meeting: 11am on Wednesday 6 September
2023

page 2

AGENDA
1. Chairman, CEO and Executive Presentations

2. Shareholder Discussion

3. Resolutions

To consider, and if thought fit, pass the following Resolutions:

Resolution 1: That Angus Cooper, who retires by rotation and is eligible for re-
election, be re-elected as a Director of the Company.
Resolution 2: That Roger Gower, who retires by rotation and is eligible for re-election,
be re-elected as a Director of the Company.
Resolution 3: To record the re-appointment of Baker Tilly Staples Rodway as auditor
of the Company and to authorise the Directors to fix the auditors’ remuneration for the
ensuing year.
Resolution 4: That the Directors of the Company are authorised to issue up to
118,025,000 new ordinary fully paid shares in the Company to wholesale investors
(New Shares) at an issue price of not less than 6.5 cents per New Share, at any time
during the course of the 12 month period following the date of the Annual Meeting,
such New Shares when issued, shall rank pari passu (equally) with all existing ordinary
shares of the Company.

Further information relating to the Resolutions is set out in the Explanatory Notes.
4. To consider any other ordinary business which may properly be brought before the
Meeting.

WasteCo's Board and Management invite attendees to join them for light refreshments at the
end of the Meeting.
A copy of the Annual Meeting presentations will be available to view on the Company’s website
www.wasteco.co.nz under the 'Investor Centre' section.
By Order of the Board of Directors
Shane Edmond

Chairman
24 August 2023

page 3

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules.
The Resolutions to be put before Shareholders are Ordinary Resolutions and require approval
by a simple majority (greater than 50%) of the votes of those shareholders entitled to vote and
voting on the Resolution.
DIRECTOR ELECTIONS AND RE-ELECTION
WasteCo regularly reviews its Board membership to ensure that the appropriate skills,
capabilities, experience, and knowledge are in place to provide effective oversight of the
Company’s strategy and commercial progress.
The Board has identified the skills it believes are important to support the Company’s strategy
and continued momentum and the Board believes that the current Directors offer valuable and
complementary skill sets.
NZX Listing Rule 2.1.1(c) requires that at least two of the Directors are Independent Directors
within the requirements of the Listing Rules.
RESOLUTION 1: RE-ELECTION OF ANGUS COOPER AS A DIRECTOR
Board Responsibilities: Non-Executive Independent Director, member of the Audit, Finance
and Risk Committee and member of the Remuneration, Nominations and Health and Safety
Committee
The Listing Rules provide that a Director must not hold office (without re-election) past the
third Annual Meeting after his or her appointment or re-election, or for three years, whichever
is longer. Accordingly, Angus Cooper retires by rotation and being eligible, has offered himself
for re-election.
Angus has 30 years of commercial experience in public companies, mostly in general
management roles within EBOS Group. He was General Manager of Mergers and Acquisitions
at EBOS for more than 10 years, completing 25 acquisitions and five divestments for the group
in that time.
More recently, Angus has advised Synlait Milk on its acquisition of Dairyworks and Talbot
Forest Cheese, and its divestment of Deep South Ice Cream. Angus 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.
He was a director of Goodwood Capital and remained a director of WasteCo following the
reverse listing in December 2022. Prior to that he was a director of the retail chain Animates
for seven years.
The Board has determined that Angus Cooper is an Independent Director for the purposes of
the Listing Rules and unanimously supports his re-election.
RESOLUTION 2: RE-ELECTION OF ROGER GOWER AS A DIRECTOR
Board Responsibilities: Non-Executive Independent Director, Chair of the Audit, Finance
and Risk Committee, and member of the Remuneration, Nominations and Health and Safety
Committee
The Listing Rules provide that a Director must not hold office (without re-election) past the
third Annual Meeting after his or her appointment or re-election, or for three years, whichever

page 4

is longer. Accordingly, Roger Gower retires by rotation and being eligible, has offered himself
for re-election.
Roger Gower is an experienced executive, director and chairman in public and private
companies. He is currently Chairman of PrimePort Timaru and New Zealand Food Innovation
Auckland (the Food Bowl). Roger is also an independent director of NZX-listed Me Today and
the Chief Executive of New Zealand’s Best Food & Beverage. He previously had a corporate
career in logistics and transportation.
Roger was a director of Goodwood Capital and remained a director of WasteCo following the
reverse listing in December 2022.
The Board has determined that Roger Gower is an Independent Director for the purposes of
the Listing Rules and unanimously supports his re-election.
RESOLUTION 3: AUDITORS’ REMUNERATION
Under section 207T of the Companies Act 1993, Baker Tilly Staples Rodway is automatically
reappointed at the Annual Meeting as auditor of the Company. The Resolution authorises the
Board to fix the remuneration of Baker Tilly Staples Rodway as the Company’s auditor.
RESOLUTION 4: ISSUE OF UP TO 118,025,000 NEW ORDINARY FULLY PAID SHARES
TO WHOLESALE INVESTORS (NEW SHARES) – ORDINARY RESOLUTION – LISTING
RULE 4.1.1
The Directors wish to seek the approval of shareholders to enable them to issue up to a further
118,025,000 new fully paid ordinary shares in the Company (New Shares) to wholesale
investors at an issue price of not less than 6.5 cents per New Share, to assist with ongoing
funding requirements of the WasteCo Group. The New Shares will be the same class of share
as the existing ordinary shares on issue in the Company.

The New Shares would be required to be issued within 12 months from the date of the Annual
Meeting. In the event that they were not issued within this timeframe, the approval to issue the
New Shares would lapse.

The purpose of seeking approval to potentially issue the New Shares would be to provide the
Board of the Company with maximum flexibility to issue the New Shares with a view to:

• raising new capital to apply towards funding the cash component of any acquisition of any
new business;
• be used as consideration to partially fund a potential acquisition of a new business through
the issue of new shares in the Company, in lieu of the payment of cash;
• raise new capital to assist with purchase any additional capital plant and equipment
required to satisfy the Company’s obligations under any new contractual arrangement(s)
entered into.

The New Shares will each have an issue price of not less 6.5 cents per share. The expectation
would be that the Board would seek to issue the New Shares at a share price reflective of the
prevailing current market price for the Company’s shares at the time of the issue of the New
Shares.

The New Shares would represent 15% of the total number of shares on issue in the Company
as at the date of this notice (being 786,834,353 ordinary shares). If all of the New Shares were
issued, then based on the total number of shares on issue in the Company as at the date of
this notice, the total number of shares on issue would increase to 904,859,353 and the

page 5

percentage shareholdings of existing shareholders would be diluted by 13.04%. For example,
if a shareholder held ordinary shares equal to 1.00% of all ordinary shares in the Company
before the issue of the New Shares, and assuming that all of the New Shares were issued,
then that shareholder's shareholding would equal approximately 0.87% of all ordinary shares
in the Company after the issue of the New Shares.

Note that the above does not take into account any additional dilution which may occur if
WasteCo was to issue further new shares in accordance with other provisions of the Listing
Rules, including under Listing Rule 4.5.1 (which permits the issue of ordinary shares
representing up to 15% of the total number of shares on issue in any 12-month period without
shareholder approval.)

As at the date of this Notice, the Company has not yet entered into any formal subscription
agreements for any New Shares.

The Board believes that the issue price of not less than 6.5 cents for each of the New Shares
represents fair value to the Company.

Requirement for Resolution
Listing Rule 4.1.1 requires that the issue of the New Shares be approved by an ordinary
resolution of the existing shareholders of the Company in accordance with Listing Rule 4.2.1.

Voting restrictions

Each of the Directors of the Company and their Associated Persons (as defined in the Listing
Rules) are prohibited from voting on this resolution in accordance with Listing Rule 6.3.1.

Consequences if resolution is not approved

If the resolution to approve the issue of the New Shares is not approved the Company will
seek alternative funding to assist with financing acquisition and growth opportunities, and may
seek further shareholder approval in the future by way of a vote at a special meeting or future
annual meeting.

page 6

IMPORTANT INFORMATION
ATTENDING THE ANNUAL MEETING
Shareholders will be able to attend the Meeting in person in Christchurch..
If you are attending the Meeting, please bring the proxy form or your CSN/Holder number with
you to help make registration quick and simple with the Link Market Services team.
VOTING
The only persons entitled to vote at the Annual Meeting are registered shareholders (or their
proxies or representatives) as at 11am on Wednesday 6 September 2023. Only the shares
registered in those shareholders’ names at that time may be voted at the Annual Meeting.
Voting can be done in two ways: By attending the Annual Meeting and submitting your vote;
or by appointing a proxy to vote on your behalf at the Meeting.
PROXIES, CORPORATE REPRESENTATIVES AND POWER OF ATTORNEY
Any shareholder may appoint another person or persons as proxy to attend, and vote on their
behalf at the Meeting. If a shareholder wishes to appoint a proxy to attend and vote in their
place, that shareholder should complete the proxy form which is enclosed with this Notice of
Meeting or follow the instructions on the proxy form. Either of the joint holders of a share may
sign the proxy form. A proxy does not have to be a shareholder in the Company.
The Chairman, the Directors and Chief Executive Officer offer themselves as proxy to
shareholders and, if given discretion, will vote in favour of the Resolutions.
A proxy is able to vote on motions from the floor and/or any resolutions put before the meeting
to amend the resolutions stated in this notice.
A corporation that is a shareholder may appoint a representative to attend the Meeting on its
behalf in the same manner as that which it could appoint a proxy. Corporate representatives
should bring along to the Meeting evidence of their authority to act for the relevant corporation.
Any person representing a shareholder(s) by virtue of a power of attorney must bring evidence
of their authority to vote on behalf of the shareholder(s) and power of attorney.
Proxy forms and corporate representatives must be received by Link Market Services by 11am
on Wednesday 6 September 2023 (being 48 hours before the commencement of the Meeting).
Proxy forms can be lodged by:
• Online at https://investorcentre.linkmarketservices.co.nz/voting/WCO
• Post to Link Market Services Limited, PO Box 91976, Auckland 1142, New Zealand
• Deliver in person to Link Market Services Limited, Level 30, PwC Tower, 15 Customs
Street West, Auckland 1010
• Email to meetings@linkmarketservices.com

VOTING RESTRICTIONS
Each of the Directors of the Company (including the Chairman) and their respective
Associated Persons (as that term is defined in the Listing Rules) are disqualified from voting
on Resolution 4 (Approval to issue further shares) in accordance with Listing Rule 6.3. Those
persons are also restricted from acting as discretionary proxies (but can act as non-
discretionary proxy).

page 7

The Chairman, each Director and Chief Executive Officer will not vote on any proxy which
does not include express voting instructions in relation to Resolution 4 given they are
disqualified from voting.
SHAREHOLDER QUESTIONS
WasteCo offers the facility for shareholders to submit questions to the Board in advance of
the Meeting. Questions should be relevant to matters at the Annual Meeting, including matters
arising from the financial statements, general questions regarding the performance of
WasteCo, and questions with regard to the Resolutions. There will also be an opportunity for
shareholders to ask questions online during the Meeting.
Please submit questions by completing the section on the Proxy Form or by email to
meetings@linkmarketservices.com by 11am on Wednesday 6 September 2023. Please write
‘WCO Questions from Shareholders’ in the subject line of the email.
PRESENTATIONS AND WASTECO's FY 23 ANNUAL REPORT
The Meeting presentations and voting results will be released to the NZX and published on
the Company's website at www.wasteco.co.nz under the 'Investor Centre' section.
A copy of WasteCo's latest Annual Report is publicly available, and copies of future
Shareholder Reports will be available, on the Company's website at: https://wasteco.co.nz/wp-
content/uploads/2023/06/WasteCo-Annual-Report-2023-electronic.pdf
You may, at any time, request a free copy of the most recent and future Annual Reports. If
you wish to do so, please update your communication preferences by visiting the Link Investor
Centre at:
www.linkmarketservices.co.nz.
Alternatively, your request can be emailed to operations@linkmarketservices.co.nz (Please
use “WCO Report” as the subject line for easy identification) or by contacting Link using the
phone details set out in this letter.

---

LODGE YOUR PROXY

Online: https://investorcentre.linkmarketservices.co.nz/voting/WCO

Scan & email:
meetings@linkmarketservices.com

Deliver:
Link Market Services
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010

Mail:
Link Market Services Limited
PO Box 91976
Auckland 1142
General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com






PROXY FORM FOR THE 2023 ANNUAL SHAREHOLDERS' MEETING

The Annual Shareholders' Meeting (Annual Meeting) of WasteCo Group Limited (WasteCo) will be held on Friday 8 September
2023 at 11am at PwC Centre, Level 3, 60 Cashel Street, Christchurch Central City, Christchurch.

If you propose NOT to attend the Annual Meeting physically but wish to vote by appointing a proxy please complete and return this form
(please keep it intact) to Link Market Services no later than 11am on Wednesday 6 September 2023 (being 48 hours before the
commencement of the Annual Meeting). Please read the instructions overleaf before completing this form.


APPOINTMENT OF PROXY
A shareholder entitled to attend and vote at the Annual Meeting
is entitled to appoint a proxy or, in the case of a corporate
shareholder, a representative to attend and vote on behalf of
them and that proxy or representative need not also be a
shareholder of WasteCo. A proxy appointment may be completed
in accordance of one of the methods listed above. If you do not
name a person as your proxy but have indicated on this form how
you wish to vote, the Chair of the Meeting will vote in accordance
to your express instructions only. A proxy is able to vote on
motions from the floor and/or any resolutions put before the
meeting to amend the resolutions stated in this form.

Appointing the Chair of the Meeting or a Director
as your
proxy
If you wish, you may appoint the Chair of the Meeting, any of the
Directors or the Chief Executive Officer as your proxy. To do so,
please write their position in the box marked “full name of proxy”
e.g. “Chair of Meeting”. If given discretion, they will vote in favour
of the resolutions. If you return this form without directing the
proxy how to vote on any particular resolution, you will be deemed
to have given your proxy discretion as to whether and how to vote
on that resolution, unless specifically restricted from voting.

Each Director (including the Chairman and the Chief Executive
Officer) together with their Associated Persons (as defined in the
Listing Rules) are disqualified from voting on Resolution 4. Those
persons are also restricted from acting as discretionary proxies
(but can act as non-discretionary proxies). The Chair, each
Director and the Chief Executive Officer will not vote any proxies
which do not include express voting instructions in relation to
Resolution 4 given that they are disqualified from voting.

ATTENDING THE MEETING
If you propose to attend the Annual Meeting without
appointing a proxy, please still bring this Proxy Form intact to
the Annual Meeting, as the barcode is required for registration
at it.

SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
This Proxy Form must be signed by the shareholder or his/ her/
its attorney duly authorised in writing.
Joint holding
This Proxy Form may be signed by, or on behalf of, either of
the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form is signed under a power of attorney, a copy
of the power of attorney and a signed certificate of non-
revocation of the power of the attorney, under which it is signed,
must be produced to WasteCo with this Proxy Form (but cannot
be done online).
Company
This Proxy Form must be signed by a Director or a duly
authorised Officer acting under the express or implied authority
of the shareholder, or an attorney duly authorised by the
shareholder







Turn over to complete the Proxy Form



Go online to https://investorcentre.linkmarketservices.co.nz/voting/WCO to appoint your proxy
Scan this QR code with
your smartphone and
vote online

page 2

PROXY FORM


STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder of WasteCo Group Limited

Hereby appoint ____________________________________ of ________________________________________

(e-mail address)

or failing him/her ____________________________________ of ________________________________________

(e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders' Meeting of WasteCo Group Limited to be held at PwC Centre,
Level 3, 60 Cashel Street, Christchurch Central City, Christchurch at 11am on Friday 8 September 2023, and at any adjournment of that meeting.
Please indicate with a tick in the appropriate boxes below how you wish
your proxy to vote. If you wish, you may appoint as your proxy the
Chair of the Meeting, any other Director or the Chief Executive Officer.


STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS

Tick () in box to vote
ORDINARY RESOLUTIONS For Against Proxy Abstain
Discretion

1. That Angus Cooper, who retires by rotation and is eligible for re-
election, be re-elected as a Director of the Company.

2. That Roger Gower, who retires by rotation and is eligible for re-
election, be re-elected as a Director of the Company.

3. To record the re-appointment of Baker Tilly Staples Rodway as auditor
of the Company and to authorise the Directors to fix the auditors’
remuneration for the ensuing year.

4. That the Directors of the Company are authorised to issue up to
118,025,000
new ordinary fully paid shares in the Company to
wholesale investors (New Shares) at an issue price of not less than
6.5 cents per New Share, at any time during the course of the 12 month
period following the date of the Annual Meeting, such New Shares
when issued, shall rank pari passu (equally) with all existing ordinary
shares of the Company.






STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders' Meeting physically will have the opportunity to ask questions during the
meeting. Questions will need to be submitted by 11am on Wednesday 6 September 2023. The Board will address and answer
questions at the Annual Meeting.








STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed.

Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name _________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.

Question: