NOTICE OF 2024 ANNUAL SHAREHOLDERS’ MEETING

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NOTICE OF 2024 ANNUAL SHAREHOLDERS’ MEETING

Notice is hereby given that the 2024 Annual Shareholders’ Meeting of WasteCo Group
Limited will be held at PwC Centre, Level 3, 60 Cashel Street, Christchurch Central City,
Christchurch on Thursday, 12 September 2024, commencing at 2pm.

Dear Shareholder,
WasteCo Group Limited (Company or WasteCo) invites you to join us at our Annual
Shareholders’ Meeting on Thursday, 12 September 2024, commencing at 2pm. 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 2024 is available
on our website: https://wasteco.co.nz/wp-content/uploads/2024/07/WasteCo-Annual-Report-
2024-Final-260624-v2.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: 2pm on Tuesday 10 September 2024
Time for determining voting entitlement at the Meeting: 2pm on Tuesday 10 September 2024

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AGENDA
1. Chairman, CEO and Executive Presentations

2. Shareholder Discussion

3. Resolutions

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

Resolution 1: To record the re-appointment of Deloitte as auditor of the Company and
to authorise the Directors to fix the auditors’ remuneration for the ensuing year.
Resolution 2: That the Directors of the Company are authorised issue up to
33,934,911 options to acquire ordinary shares in the Company (Options), to
employees, contractors, and non-executive Directors of the Company and its
subsidiaries on the terms set out in the Explanatory Notes accompanying this Notice
of Meeting.

Resolution 3: That the Directors of the Company are authorised to issue up to
127,255,915 new ordinary fully paid shares in the Company to wholesale investors
(New Shares) each at an issue price equal to the Volume Weighted Average Price
("VWAP") of the Company's shares traded on the NZX during the 20 trading days up
to the issue date of the New Shares, 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
19 August 2024

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EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules.
The Resolutions to be put before Shareholders is an Ordinary Resolution and requires
approval by a simple majority (greater than 50%) of the votes of those shareholders entitled
to vote and voting on the Resolutions.
RESOLUTION 1: AUDITORS’ REMUNERATION
Under section 207T of the Companies Act 1993 (Companies Act), the current auditor of the
Company, Deloitte, is automatically reappointed at the Annual Meeting as auditor of the
Company. As announced on 2 February 2024, Deloitte was appointed as the auditor of the
Company with immediate effect, following the resignation of the previous auditor, Baker Tilly
Staples Rodway.
Under section 207S of the Companies Act, the auditor's fees and expenses must be fixed in
the manner that is determined at the Annual Meeting of the Company. The Resolution
therefore authorises the Board to fix the remuneration of Deloitte as the Company’s auditor
for the current financial year.
RESOLUTION 2: ISSUE OF OPTIONS TO EMPLOYEES, CONTRACTORS, AND NON
EXECUTIVE DIRECTORS
The Board seeks approval to issue up to 33,934,911 options to acquire ordinary shares in the
Company (Options) to employees, contractors and non-executive directors of the Company,
and its subsidiaries (Group).
If approved, the Options must be issued by the Board within 12 months following the date of
this annual meeting otherwise such approval will then lapse, unless extended by further
shareholder approval by ordinary resolution.
General
Each Option, once issued, permits the holder of an Option to give notice to the Company of
his or her intention to exercise the Option and to be issued one new ordinary share in the
Company for every Option exercised.
The Option can only be exercised during the exercised period (referred to below), and upon
the payment by the holder of each Option of the exercise price for each Option, to the
Company.
The Board considers that it is beneficial for the Company to offer and to subsequently issue
Options to certain current and future employees, contractors, and non-executive directors of
the Group, for the following reasons:
• the issue will encourage recipients of the Options to hold shares in the Company
assisting in encouraging a high level of commitment and retention, and aligning their
interests with those of external investors;

• the Options will only be issued to targeted recipients who are considered to be
particularly valuable to the growth and development of the Company;

• the structure of the issue of the Options will assist the Company in retaining the key
people of the Group for the future;

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• the opportunity to offer Options to both current and prospective new employees and
non-executive directors will assist the Company in retaining and securing the services
of those parties as part of the package available to be offered to those parties;

• the offer of Options provides an appropriate way to incentive employees and non-
executive directors without the Company incurring a direct cash cost.

The Options are proposed to be allocated and issued by the Board to certain existing or future
employees and non-executive directors of the Group as determined by the Board.
It is the intention of the Board that the vast majority of the Options will be granted to employees
of the Group, and not to non-executive directors of the Company - with a maximum of 20% of
the Options to be issued to be granted to non-executive directors.
The Dilutionary impact of exercise of Options
The total pool of Options proposed to be approved by shareholders represents 4% of the total
share capital on issue as at the date of this notice.
In the event that all 33,934,911 Options were issued and all 33,934,911 Options were then
exercised, the holders of those Options would hold 33,934,911 shares in the Company,
representing approximately 3.85% of the total number of shares on issue post the exercise of
the Options.
A worked example showing the dilutionary impact on the exercise of the Options is as follows:
• Example shareholder percentage currently: 5.00%

• Example shareholder percentage after share issue if all Options are exercised: 4.81%

Terms of issue of the Options
The principal terms of the Options are as follows:
• each Option entitles the holder to acquire one ordinary share in the Company;

• the exercise price payable in respect of each Option will be the Volume Weighted
Average Price ("VWAP") of the Company's shares traded on the NZX during the 20
trading days up to the issue date of each Option;

• the Options shall vest in the holder over three years in equal one third tranches as
follows (a) one-third shall vest on the date of their issue, (b) one-third shall vest on the
first anniversary of the date of their issue, and (c) one-third shall vest on the second
anniversary of the date of their issue;

• the Options must be exercised in the period commencing on the relevant vesting date
and ending on that date being 3 calendar years after the vesting date (Exercise
Period);

• should the services of the holder of an Option cease to be retained by the Group prior
to a tranche of Options vesting in the holder, other than due to death or illness, then
those 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
holder’s death or illness those Options will lapse;

• any Options which are not exercised during the Exercise Period shall lapse;

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• shares issued upon exercise of an Option shall be credited as fully paid and rank
equally in all respects with shares on issue at the relevant exercise date (except for
any dividend or other entitlement where the entitlement date occurs prior to the
exercise date);

• the Options are not transferable without the prior approval of the Company in writing;

• the Options shall not confer on the holder the right to participate in rights issues
undertaken by the Company;

• the holders of the Options will not be entitled to vote at any meeting of the shareholders
of the Company;

• on any consolidation, subdivision or other reconstruction of shares the number of
shares over which each Option is exercisable will be adjusted in proportion to the
reconstruction, and the aggregate exercise price will remain unchanged,

and otherwise on the terms set out in the Option Agreement to be entered into between the
Company and each holder of the Options.
When the Options are exercised, the option holder will pay the exercise price in cash to
WasteCo and in return will be issued one ordinary Share in WasteCo for every Option
exercised (subject to any adjustment set out in the option agreement).
Requirement for Resolution
Listing Rules 4.1.1 and 4.2.1 require, in general terms, that shareholder approval by ordinary
resolution must be obtained for any issue of Equity Securities (which includes the Options) by
the Company and, accordingly, shareholder approval by ordinary resolution is being sought in
accordance with Listing Rule 4.2.1. In approving the issue of the Options, Shareholders are
also effectively approving the issue of new ordinary shares to the holders of the Options
following the exercise of an Option by a holder of an Option.
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, other
than where the vote is cast by a Director or Associated Person as proxy for a person who is
entitled to vote, in accordance with the express directions given by that person in the Proxy
Form to vote for or against the resolution.

Consequences if Resolution is not passed

If this Resolution is not passed this may impact WasteCo from being able to retain and attract
high quality employees, contractors and independent directors.

RESOLUTION 3: ISSUE OF UP TO 127,255,915 NEW ORDINARY FULLY PAID SHARES
TO WHOLESALE INVESTORS (NEW SHARES)
The Directors wish to seek the approval of shareholders to enable them to issue up to a further
127,255,915 new fully paid ordinary shares in the Company (New Shares) to wholesale
investors, to assist with ongoing funding requirements of the WasteCo Group, including
funding the expansion of existing business operations and potential new business
acquisitions. The New Shares will be the same class of share as the existing ordinary shares
on issue in the Company.

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The New Shares would each have an at an issue price equal to the Volume Weighted Average
Price ("VWAP") of the Company's shares traded on the NZX during the 20 trading days up to
the issue date of the New Shares.

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.

A placement to wholesale investors will allow WasteCo to move quickly and with relative
certainty of funding to help fund a potential acquisition or growth of existing operations as may
be required. Prior to undertaking a placement the Board would consider whether the
placement should be undertaken in tandem with a share purchase plan or pro-rata entitlement
offer allowing existing investors to also participate.

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 848,372,765 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 975,628,680.

A worked example showing the dilutionary impact of the issue of the New Shares is as follows:
• Example shareholder percentage currently: 5.00%

• Example shareholder percentage if all New Shares are issued: 4.35%

If all New Shares are issued and all Options are issued and exercised (as contemplated under
Resolution 2) then the combined dilutionary impact would be as follows:
• Example shareholder percentage currently: 5.00%

• Example shareholder percentage if all New Shares are issued and Options are
exercised: 4.20%

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). WasteCo currently has capacity to issue up to a further 7.298% of

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equity securities under Listing Rule 4.5.1, based on the total number of its shares on issue as
at the date of this notice.

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

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.

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, other
than where the vote is cast by a Director or Associated Person as proxy for a person who is
entitled to vote, in accordance with the express directions given by that person in the Proxy
Form to vote for or against the resolution.

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.

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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 team at MUFG Pension & Market
Services (previously known as Link Market Services).
VOTING
The only persons entitled to vote at the Annual Meeting are registered shareholders (or their
proxies or representatives) as at 2:00pm on Tuesday 10 September 2024. 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 Resolution.
A proxy is able to vote on motions from the floor and/or any resolutions put before the meeting
to amend the resolution 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 MUFG Pension & Market
Services by 2pm on Tuesday 10 September 2024 (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 MUFG Corporate Markets, PO Box 91976, Auckland 1142, New Zealand
• Deliver in person to MUFG Pension & Market Services, Level 30, PwC Tower, 15
Customs Street West, Auckland 1010
• Email to meetings@linkmarketservices.com

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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 Resolution. 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 2pm on Tuesday 10 September 2024. Please write
‘WCO Questions from Shareholders’ in the subject line of the email.
PRESENTATIONS AND WASTECO's FY24 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/2024/07/WasteCo-Annual-Report-2024-Final-260624-v2.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 MUFG
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 MUFG by phone:
09 375 5998 ( or +64 9 375 5998 for international calls).

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LODGE YOUR PROXY
Online


Scan & Email
meetings@linkmarketservices.com

Deliver in person
MUFG Pension & Market
Services
Level 30, PwC Tower
15 Customs Street West,
Auckland 1010






Mail
Address to:
MUFG Corporate Markets
PO Box 91976
Auckland 1142
New Zealand










PROXY FORM FOR THE 2024 ANNUAL SHAREHOLDERS' MEETING

The Annual Shareholders' Meeting (Annual Meeting) of WasteCo Group Limited (WasteCo) will be held on Thursday 12 September
2024 at 2.00pm 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 MUFG Corporate Markets (previously known as Link Market Services) no later than 2.00pm on Tuesday 10
September 2024 (being 48 hours before the commencement of the Annual Meeting). Please read the instructions overleaf before
completing this form. Alternatively you can go online to https://investorcentre.linkmarketservices.co.nz/voting/WCO to appoint
your proxy.

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.

VOTING RESTRICTIONS
Each of the Directors of the Company and their Associated
Persons (as defined in the Listing Rules) are prohibited from
voting on resolutions 2 and 3 in accordance with Listing Rule
6.3.1, other than where the vote is cast by a Director or
Associated Person as proxy for a person who is entitled to vote,
in accordance with the express directions given by that person in
this Proxy Form to vote for or against the resolution.

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



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

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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 2.00pm on Thursday 12 September 2024, 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. To record the re-appointment of Deloitte as auditor of the Company
and to authorise the Directors to fix the auditors’ remuneration for the
ensuing year.

2. That the Directors of the Company are authorised issue up to
33,934,911 options to acquire ordinary shares in the Company
(Options), to employees, contractors, and non-executive Directors of
the Company and its subsidiaries on the terms set out in the
Explanatory Notes accompanying this Notice of Meeting.

3. That the Directors of the Company are authorised to issue up to
127,255,915 new ordinary fully paid shares in the Company to
wholesale investors (New Shares) each at an issue price equal to the
Volume Weighted Average Price ("VWAP") of the Company's shares
traded on the NZX during the 20 trading days up to the issue date of
the New Shares, 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 2.00pm on Tuesday 10 September 2024. 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: