Capital Change Notice - Issue of Share Options

Capital Change Notice

81511 | 3447-8936-2224-2


Section 1: Issuer information
Name of issuer WasteCo Group Limited (WasteCo)
NZX ticker code WCO
Class of financial product Options to acquire ordinary shares
ISIN (If unknown, check on NZX website) NZSNKE0001S9
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed A total of 18,500,000 options to acquire
ordinary shares (Options), issued to certain
employees and non-executive directors of
WasteCo (Option Holders) on the terms set
out below.
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Options are issued for nil consideration.
Exercise price of NZD$0.0233 per Share
payable on exercise of the underlying
Options.
Nature of the payment (for example, cash or
other consideration)
Cash consideration of NZ$0.0233 per Share
is payable on exercise of the Options.
Amount paid up (if not in full) Not applicable
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)
WasteCo currently has a total of
1,098,372,765 ordinary shares on issue.
This issue of Options represents 1.6843% of
the total ordinary shares on issue (being the
percentage should all Options vest and be
exercised).
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)
Subject to the continuous employment (or
engagement, in the case of a non-executive
director) of the Option Holder with WasteCo
or a subsidiary, one third of the Options
available to the relevant Option Holder will
vest in the Option Holder on the issue date,
with the remaining two tranches vesting on
each anniversary of the issue date.
If the Option Holder ceases to be employed
by or provide services to WasteCo or a
subsidiary (other than due to death or
permanent disability) then all Options that
have not vested, and all Options that have
vested by have not been exercised, as at that
date will be cancelled without compensation.
If the Option Holder ceases to be employed
by or provide services to WasteCo or a
subsidiary by reason of death or permanent
disability, then all Options that have not
vested as at that date will be cancelled
without compensation, but any Options that

Capital Change Notice

81511 | 3447-8936-2224-2
have vested as at that date but have not
been exercised must be exercised prior to
the 30 days after that date, and any Options
not exercised in that period will lapse.
Options must be exercised within 3 years of
the relevant vesting date, unless the option
holder ceases to be an employee of
WasteCo or a subsidiary as a result of death
or permanent disability in which case all
Options that have vested must be exercised
within 30 days of the date on which the
Options ceases to be employed, as above.
Cash consideration payable on issue of the
resulting shares on exercise of the Options
as set out above.
Any shares issued on exercise of the Options
will rank pari passu with the existing ordinary
shares in WasteCo.
Reason for issue/acquisition/redemption and
specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of options in connection with
WasteCo's employee option scheme.
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.
Total ordinary shares on issue:
1,098,372,765
Total options to acquire ordinary shares on
issue: 29,000,000
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable
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 12 March 2025,
ordinary resolution of shareholders dated 12
September 2024 and Listing Rule 4.2.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
New ordinary shares issued upon exercise of
the Options will rank equally in all respects
with the ordinary shares already on issue.
Date of issue/acquisition/redemption 11 March 2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Nigel Franklin, CFO
Contact person for this announcement Nigel Franklin, CFO
Contact phone number +64 29 983 3871
Contact email address nigel.franklin@wasteco.co.nz
Date of release through MAP

13 March 2025