Annual General Meeting – Chairmans Speech and presentation
WasteCo Group Limited
Annual General Meeting
8 September 2023
Agenda
•Welcome and introductions
•Chairman’s Speech
•CEO Speech
•COO Speech
•Shareholder discussion
•Resolutions
•General business
Chairman’s Speech
3
CEO Speech
4
A Leading Independent Waste Services Provider in the
South Island
5
WasteCo is a leading South Island waste solution company, processing and diverting solid waste from landfill. It
provides comprehensive solutions for household, commercial, industrial and local authority customers.
RegionServices
Nelson / Marlborough•Sweeping
•Industrial Services
Canterbury•Waste Collection
•Bin & Skip Rentals
•Sweeping
•Industrial Services
•Event & General Waste Sorting & Diversion
•Medical & Quarantine Services
•Waste Audits & Training
South Canterbury•Waste Collection
•Bin & Skip Rentals
Otago•Waste Collection
•Bin & Skip Rentals
•Industrial Services
•General Waste Sorting & Diversion
•Medical & Quarantine Services
•Waste Audits & Training
•Landfill Management
Central Otago•Waste Collection
•Bin & Skip Rentals
•Industrial Services
Southland •Industrial Services
Nelson / Marlborough
Canterbury
South Canterbury
Otago
Southland
Central Otago
Solid Waste Services
6
WasteCo provides a full suite of solid waste services from collections for Councils to waste solutions for the
commercial and industrial sectors
Hook Bins
Primarily used for large quantities of
general and demolition waste and
hardfill
Gantry Bins
Open top waste bins for large
volumes of waste in various sizes,
for building sites, home clearances
and various other uses
Front Load Bins
Secure bins which are protected
from pests and wind. Easy to use
and transport on site
Wheelie Bins
Compact bins for smaller spaces,
indoor use and high frequency of
emptying
Event Services
WasteCo serves hundreds of events across the South Island,
helping organisations improve their waste diversion by up to
80%+ with our waste collection and diversion process
Sort Centre
The purpose-built sorting facility on 15 Kilronan Place
operates almost 24/7 in Christchurch and can process up to
170 tonnes per day. This facility undergoes constant
development and changes to improve diversion and take
advantage of technology and new partners
Liquid Waste Services
7
Professional, certified and trusted, WasteCo’s team of specialists take on the toughest industrial cleaning and
environmentally hazardous jobs, whilst ensuring hazardous waste is appropriately treated and disposed.
Sweeping, Scrubbing and
Spills
•Road Sweeping
•Dust-free Sweeping
•Concrete Floor Scrubbing
•24hr Spill Response
Jetting, Blasting &
Demolition
•Specialist Industrial High
Pressure Water Jetting
•Hydro Demolition
•Critical Hygiene High
Pressure Water Jetting
•Dry Ice Blasting
Suction and Other Cleaning
Services
•Hydro-excavation
•Vacuum Loading
•Sump Cleaning
•Air Excavation
Quarantine Biosecurity
Waste
•The steam sterilisation
autoclave in Christchurch
treats medical, clinical &
controlled waste for the
medical industry
•MPI approved treatment for at-
risk quarantine goods
•One of the only two providers
in NZ
YES
WasteCo prides itself on saying “yes” and finding sustainable solutions for customer challenges which are both commercially viable and
good for the environment. A recent example:
•Following the fire at Christchurch City Council’s Bromley waste water treatment plant, WasteCo safely removed 25,000m
3
of
hazardous waste to landfill on time and through innovative solutions developed.
CEO Update
8
•Provided solutions to thousands of customers both inside and outside the box.
❑Successfully cleaned up the Bromley Waste Treatment Plant, delivering environmentally excellent outcomes
for the Christchurch City Council (CCC) ahead of schedule.
•Secured two further long-term council contracts in Christchurch, the CCC Northern and Central contracts, through
an extension of our partnership with HEB / Vinci.
•Continuing our journey in diverting waste from landfill.
❑The Kilronan Sort Centre is as a leading example in the South Island of what can be done to ensure
sustainable outcomes in the waste journey.
9
CEO Update
•First full year of trading in medical and quarantine waste treatment with a growing customer base.
•Ranked 9th in the Deloitte Fast 50 "Masters of Growth" category in 2022.
❑Experienced 281% revenue growth over a five-year period.
•Turnover topped $34 million for the year ended 31 March 2023.
•Opened first trading base north of Christchurch, in Nelson, through the acquisition of Central Suction Cleaners in
March 2023.
10
CEO Update
•Acquired the Cleanways Group in Southland and Central Otago in June 2023.
❑Extending reach and coverage in the solid and liquid waste arena.
❑Largest acquisition to date.
•Extended our contract in the Clutha District for waste collection and landfill management until late 2026.
11
CEO Update
•Secured two significant contracts in the quarantine waste arena, each starting second half of Q3 2024.
•Transitioning, with FY24 the first year WasteCo will have two senior executives who are not the founders.
❑This is a fantastic opportunity for new growth and focus for the company.
•WasteCo business is celebrating its 10th anniversary this year and is well-positioned for future growth.
12
WasteCo NZ Limited (WasteCo NZ) has signed a conditional agreement to acquire the waste collection
business of Bond Contracts Limited, for a total consideration of $8,775,000.
BCL holds the kerbside collection, transfer station operation and transport to landfill operation for the
Invercargill City Council, Gore District Council and Southland District Council via WasteNet
It also has residential and commercial customers that it services directly.
The acquisition is conditional on approval from the WasteNet Councils to the transfer of the contract to
WasteCo NZ and other usual conditions.
Bond Contracts Limited (“BCL”)
COO speech
WasteCo intends to proactively engage with the WasteNet Councils and participate in
subsequent negotiations and tender opportunities for the WasteNet Councils contract beyond
2027.
Key benefits of BCL acquisition
13
Servicing a Southland
population of 100,000 +
60% of the purchase price
supported by the value of
plant and equipment being
acquired.
Contract to mid 2027
Opportunities for
synergies include:
•Addition of other
current WasteCo
Services
•Management
•Back office
consolidation
•Transport
77,000 household bins
across Invercargill,
Southland and Gore. Safely
lifting 3 million + wheelie
bins per year
Potential for glass collection
to be added to the contract
Shareholder discussion
15
Resolutions
16
Resolution 1
17
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
18
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
19
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
20
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.
General business
21
Board and Senior Management
Senior management team with considerable sector expertise supported by Board comprising directors with
significant capital markets, governance and acquisition expertise.
22
Shane Edmond
Chairman &
Executive Director
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.
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. Complementing his executive and management experience, Angus was a director of
Animates Pet Stores for over seven years and has broad governance experience across a range of sectors.
Roger Gower
Independent
Director
Roger Gower, has wide experience as a company executive, director and Chairman in both public and private companies. 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. Roger
has a BCom from the University of Auckland, an MBA from Massey University and an MPhil from the University of Cambridge
James Redmayne
Chief Executive
Officer
James had 18 years of financial leadership and general management 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 prides himself on a being a highly effective people leader, fostering a culture of
trust and empowering individuals to reach their full potential by leveraging their unique strengths and cultivating a supportive and inclusive
environment.
Carl Storm
Chief Operating
Officer
Carl is an extremely motivated, highly energised, and focused leader who thrives on finding solutions to challenges. Carl hasa lifetime of
experience in the waste and recycling sector starting his first company at 16 while still at school. Carl is an inspirationalleader of people
and highly skilled in crisis management. He is an experienced Company Director and a valuable part of the WasteCo Senior Leadership
Team.
Sam Vanderpyl
Chief Financial Officer
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 systemsand
processes to continue to enable WasteCo’s growth.
Nigel Franklin
Director-Finance
A highly experienced CFO/CEO and qualified CA with extensive financial and people management exposure. With a proven ability to
effectively manage a multi-national, multi-million-dollar group of companies that encompasses a variety of business operations. Expertise
includes governance, strategy planning and implementation, financial reporting and project management.
Disclaimer
23
This presentation contains summary information about WasteCo and its activities that is current as at the date of this presentation. This disclaimer
applies to this document and the verbal or written comments of any person presenting it.
Information general in nature
The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a
prospective investor may require in evaluating a possible investment in WasteCo or that would be required in a product disclosure statement for
the purposes of the New Zealand Financial Markets Conduct Act 2013 (FMCA). WasteCo is subject to a disclosure obligation that requires it to
notify certain material information to NZX Limited (NZX) for the purpose of that information being made available to participants in the market and
that information can be found by visiting www.nzx.com/companies/WCO. This presentation should be read in conjunction with WasteCo's other
periodic and continuous disclosure announcements released to NZX.
Not financial product advice
This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation to acquire WasteCo
securities, and has been prepared without taking into account the objectives, financial situation or needs of investors. Before making an investment
decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and
needs and consult a financial adviser, solicitor, accountant or other professional advisor if necessary.
Forward-looking statements
This presentation may contain forward-looking statements that reflect WasteCo’s current views with respect to future events. Forward-looking
statements, by their very nature, involve inherent risks and uncertainties. Many of those risks and uncertainties are matters which are beyond
WasteCo's control and could cause actual results to differ from those predicted. Variations could either be materially positive or materially
negative. The information is stated only as at the date of this presentation. Except as required by law or regulation (including the NZX Listing
Rules), WasteCo undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. To the maximum extent permitted by law, the directors of WasteCo, WasteCo and any of its related bodies corporate and
affiliates, and their respective officers, partners, employees, agents, associates and advisers do not make any representation or warranty, express
or implied, as to the accuracy, reliability or completeness of such information, or the likelihood of fulfilment of any forward-looking statement or any
event or results expressed or implied in any forward-looking statement, and disclaim all responsibility and liability for these forward-looking
statements (including, without limitation, liability for negligence).
---
Chairman's Speech for the 2023 Annual Shareholders' Meeting of
WasteCo Group Limited
Slide [2] – Agenda
Slide [3] – Chairman’s Speech
Good morning, shareholders, members of the board, executives, and
distinguished guests. Thank you for joining us for the first Annual Shareholders'
Meeting of WasteCo Group Limited since our reverse listing. This is a significant
milestone for us all.
My name is Shane Edmond and I am the Chair of WasteCo. I will begin by
introducing the board and senior management team.
Joining me this morning are my fellow directors, James Redmayne, who is also
our Chief Executive Officer, Carl Storm, our Chief Operating Officer and
independent directors, Angus Cooper and Roger Gower. Also joining are Nigel
Franklin, Director-Finance and Sam Vanderpyl, Chief Financial Officer.
On behalf of the Board, I'd like to thank you all for attending this annual
meeting. Your presence, either physically or by proxy, is an integral part of our
commitment to transparent governance and open dialogue.
We have an important agenda today. The meeting today will follow the agenda
set out in the Notice of Meeting, sent to shareholders on 24 August. After my
speech and presentations from our CEO and COO, we will then have the
opportunity for shareholder discussion before moving on to the formal
resolutions for consideration today.
We will then move on to general business before the meeting closes.
I am advised that with the shareholders present and the proxy votes held we
have a quorum and the meeting is properly constituted.
Proxies have been received for the purposes of this meeting in respect of
approximately 300m, representing approximately 36% of the total shares.
We have not received any apologies.
I'd like to thank shareholders for participating in today's meeting.
As set out in the Notice of Meeting, all directors unanimously support each
resolution being considered by the meeting.
My fellow directors and I will vote all discretionary proxies we have received in
favour of the resolutions as set out in the notice of meeting, except in relation to
Resolution 4 where the directors and the associated persons are prohibited from
voting in accordance with the NZX Listing Rules.
Business Overview
WasteCo has had an extraordinary year. We've navigated our reverse listing on
the NZX and have captured new opportunities, while remaining steadfast in our
commitment to providing valuable services to our customers and the wider
community as stakeholders. The waste management industry is undergoing
transformation, supported by technology and an increasing awareness of
sustainability. We are well placed, especially in the South Island, to support
these initiatives.
Our strategy has been to continue to grow the company by providing waste
related services and to acquire like-minded organisations in the waste sector
when the correct opportunity arises. We remain committed to balance growth,
risk management, and the long-term vision of the company.
In our recent SPP presentation we highlighted the positive impact that the
acquisitions already announced will have on our long-term revenues and
EBITDA, and while the first half will be impacted largely by the acquisition costs
and management structure changes, we expect the second half performance to
benefit greatly from the integration of the businesses. In particular the inclusion
for the full six months of all announced acquisitions will be positive.
We are developing a long term strategic plan to assist the business to achieve
some lofty goals. Part of that has been a review of the organisation and the
management team to ensure we are well placed to achieve success.
As advised to the market recently Nigel Franklin has taken up the role of
Director-Finance maintaining his strategy and acquisition functions and taking
overall responsibility for the finance function.
In addition, a key outcome of our strategic leadership review signed off
yesterday by the board has been our CEO electing to transition from the CEO
role with day-to-day leadership to a strategic executive role as the Director of
Business Development.
The primary focus of this role will be James leveraging his knowledge of our
business and his expertise in sales and customer management; specifically
focussing on our top customers and high-value sales leads.
James will also continue in his role as a director on the board of WasteCo.
We are advising today that we will begin the search for a CEO to join WasteCo to
provide the leadership, experience and insights to drive the business forward
and would expect this process to be completed by the first quarter 2024. James
will continue in his role as CEO until a new chief executive is appointed which
provides the opportunity to ensure we have a successful transition for the new
person.
We’re dedicated to working with James through this pivotal period, ensuring we
maximise his strengths, consolidate acquisitions, and position WasteCo for future
success. These are exciting times.
I'd like to extend my gratitude to our management team, employees, and the
board of directors, for their tireless efforts to make this possible.
We will now have presentations from our CEO, James Redmayne and Carl Storm
our Chief Operating Officer.
Slide [4-11] – CEO speech
Slide [12-14] – COO speech
[Shane]
Thank you James and Carl for those presentations.
Slide [15] - Shareholder Discussion
I would now like to give shareholders the opportunity to ask questions – whether
related to the presentations, our annual report and financial statements or the
management of the company.
Our annual report for the year ended 31 March 2023 has been sent to
shareholders and is also available online on the investor section of our website
and on the NZX.
We will also answer questions that have been submitted by shareholders who
have completed proxy forms.
If you are asking a question from the floor, please state your name, whether you
are a shareholder, or if you are a proxy holder, the name of the shareholder you
are representing.
Do we have any questions in the room?
Slide [16] - Resolutions
We will now move to the formal business of the meeting and will consider four
resolutions:
1. Re-election of Angus Cooper as a Director.
2. Re-election of Roger Gower as a Director.
3. Re-appointment of Baker Tilly Staples Rodway as our auditor.
4. An Authorisation to issue up to 118,025,000 new ordinary fully paid shares to
wholesale investors as and when a suitable opportunity arises.
Voting will be by way of a poll for each of today's four resolutions. For those of
you who have not already submitted a proxy, you will be voting using your
voting form. If you require assistance with this, please see Link [outside the
room]. Link will act as scrutineers of the voting process.
Please mark your voting intention for each resolution and have your voting form
ready for collection at the conclusion of the meeting. The results of the vote will
be announced via NZX.
Each resolution is an ordinary resolution which requires approval by a simple
majority of the votes cast by shareholders entitled to vote and voting on the
question.
The outcome of proxy votes will be displayed for your information after voting on
all of the resolutions.
There will be an opportunity for shareholders to ask questions on each resolution
being put to shareholders and I ask that questions raised should relate directly
to the resolution being considered.
When I call for questions, can shareholders present in the room please wait until
you are called to speak and clearly state your name, whether you are a
shareholder, or if you are a proxy holder, state the name of the shareholder you
are representing.
Turning now to the Resolutions.
As advised these resolutions have been circulated in the Notice of Meeting.
I will go through each resolution and invite any shareholder who wishes to ask a
question on that resolution to raise their hand and we will attempt to answer it.
Following each resolution, you will be asked to record your vote on your voting
form if you have not already done so.
Slide [17] - Resolution 1 – Re-election of Angus Cooper
Turning to Resolution 1, being the re-election of Angus Cooper as a director.
Under NZX Listing Rule 2.7.1 a director must not hold office without re-election
past the third annual meeting following that director's appointment or for more
than 3 years, whichever is longer.
Angus was last elected as a director by shareholders at the annual meeting of
what was then Goodwood Capital on 9 December 2020. Angus continued as a
director following the reverse listing of WasteCo in December 2022. The board
considers that Angus is an independent director.
Angus accordingly retires by rotation and offers himself for re-election. He
brings a wealth of experience in mergers and acquisitions.
[Shane]
Are there any questions for Angus or the board concerning this resolution from
shareholders?
I now propose that Angus Cooper be re-elected as a director of the company.
Do I have a seconder?
Thank you – please mark your voting form in the way you wish to vote on
resolution 1 by ticking "For", "Against" or "Abstain" in the appropriate place on
your voting form.
Slide [18] - Resolution 2 – Re-election of Roger Gower
Turning now to Resolution 2, being the re-election of Roger Gower as a director.
Roger was last elected as a director by shareholders at the annual meeting of
what was then Goodwood Capital on 9 December 2020. He continued as a
director following the reverse listing of WasteCo in December 2022. The board
considers that Roger is an independent director.
Roger therefore also retires by rotation pursuant to Listing Rule 2.7.1 and offers
himself for re-election.
The Board considers that Roger's corporate career in logistics and transportation
is invaluable.
[Shane]
Are there any questions for Roger or the board concerning this resolution from
shareholders?
I now propose that Roger Gower be re-elected as a director of the company.
Do I have a seconder?
Thank you – please mark your voting form in the way you wish to vote on
resolution 2 by ticking "For", "Against" or "Abstain" in the appropriate place on
your voting form.
Slide [19] - 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.
Now for resolution 3.
Pursuant to section 207T of the Companies Act 1993, Baker Tilly Staples Rodway
is automatically reappointed as the auditor of WasteCo. The reappointment of
Baker Tilly Staples Rodway as our auditor assures continuity and oversight in our
financial reporting.
The proposed resolution is to authorise the directors to fix the remuneration of
the auditor for the ensuing year pursuant to section 207S of the Companies Act.
Are there any questions from shareholders for the board concerning this
resolution?
I now propose that the board is authorised to fix the auditors remuneration.
Do I have a seconder please?
Thank you – please mark your voting form in the way you wish to vote on
resolution 3 by ticking "For", "Against" or "Abstain" in the appropriate place on
your voting form.
Slide [20] - Resolution 4 – Authorisation for the Board to issue further
new shares
Finally, resolution 4 being the authorisation for the board to issue up to
118,025,000 new shares in WasteCo to wholesale investors.
If approved, this further share capacity will provide the board with the flexibility
to raise new capital, which can be applied towards acquisitions, capital plant,
and equipment, or fulfilling new contractual obligations. We have no proposals at
the moment for the issue of further these shares, but instead capacity is being
sought by the board to provide maximum flexibility to assist with ongoing
funding requirements for the company. The expectation is that if we as the
board decide to issue new shares under this approval, it will be to strengthen
WasteCo's financial position and drive future growth.
It's worth noting that the approval is on the basis that the issue price for the
new shares will not be less than 6.5 cents for each new share. The board will
determine an appropriate issue price when considering any opportunity to issue
further shares under this approval, if granted, but the issue price will not be less
than 6.5 cents per share.
As I mentioned previously, the directors and their associated persons are
prohibited on voting on this resolution under the NZX Listing Rules. This means
that the directors are also restricted from voting any discretionary proxies in
relation to this resolution 4.
Are there any questions from shareholders for the board concerning this
resolution?
I now propose that the that the directors of the company be authorised to issue
up to 118,025,000 new ordinary fully paid shares in the company to wholesale
investors 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 this annual
meeting, such new shares when issued, shall rank pari passu (equally) with all
existing ordinary shares of the company.
Do I have a seconder?
Thank you – please mark your voting form in the way you wish to vote on
resolution 4 by ticking "For", "Against" or "Abstain" in the appropriate place on
your voting form.
That concludes the formal resolutions to be considered by the meeting. Please
remember to have your voting form ready to be collected by the representative
from Link.
Slide [21] – General Business
Are there any items of general business to put before the meeting?
Slide [22] – Board and Senior Management
Slide [23] – Disclaimer
Closing Remarks
If that is the end of the questions, on behalf of WasteCo's Board and
Management, I would like to thank you for your continued support and trust.
I now declare the meeting closed and invite you to stay for light refreshments at
the end of the meeting. For those unable to attend, a copy of today's
presentations are available on our website under the 'Investor Centre' section.
Thank you.
Shane Edmond
Chairman
WasteCo Group Limited
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