NOTICE OF 2025 ANNUAL SHAREHOLDERS’ MEETING

LODGE YOUR PROXY
Online: https://nz.investorcentre.mpms.mufg.com/voting/WCO

Scan & email:
meetings.nz@cm.mpms.mufg.com

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

Mail:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
General Enquiries

+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com










PROXY FORM FOR THE 2025 ANNUAL SHAREHOLDERS' MEETING

The Annual Shareholders' Meeting (Annual Meeting) of WasteCo Group Limited (WasteCo) will be held on Friday 26 September 2025 at
1pm 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 Pension & Market Services no later than 1pm on Wednesday 24 September 2025 (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.


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





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 1pm on Friday 26 September 2025, 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 Shane Edmond, who retires by rotation pursuant to NZX Listing Rule
2.7.1 and has offered himself for re-election, be re-elected as a Director of
the Company.

3. That Simon Herbert, who was appointed by the Board since the
Company’s last annual meeting and retires pursuant to NZX Listing Rule
2.7.1 and, being eligible, has offered himself for election, be elected as a
Director of the Company.

4. That Sean Joyce, who was appointed by the Board since the Company’s
last annual meeting and retires pursuant to NZX Listing Rule 2.7.1 and,
being eligible, has offered himself for election, be elected as a Director of
the Company.

5. That Sara Lunam, who was appointed by the Board since the Company’s
last annual meeting and retires pursuant to NZX Listing Rule 2.7.1 and,
being eligible, has offered herself for election, be elected as a Director of
the Company.

6. That James Redmayne, who retires by rotation pursuant to NZX Listing
Rule 2.7.1 and has offered himself for re-election, be re-elected as a
Director 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 1pm on Wednesday 24 September 2025. 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:

---

page 1


NOTICE OF 2025 ANNUAL SHAREHOLDERS’ MEETING

Notice is given that the 2025 Annual Shareholders’ Meeting of WasteCo Group Limited will
be held at PwC Centre, Level 3, 60 Cashel Street, Christchurch Central City, Christchurch
on Friday, 26 September 2025, commencing at 1pm.

Dear Shareholder,
WasteCo Group Limited (Company or WasteCo) invites you to join us at our Annual
Shareholders’ Meeting on Friday, 26 September 2025, commencing at 1pm. 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 2025 is available
on our website: https://wasteco.co.nz/wp-content/uploads/2025/05/WasteCo-NZ-Ltd-Annual-
Report-FY25.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


Roger Gower
Chairman



Important Dates and Times
Latest time for receipt of proxy forms and questions: 1pm on Wednesday 24 September 2025
Time for determining voting entitlement at the Meeting: 1pm on Wednesday 24 September
2025

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: 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 Shane Edmond, who retires by rotation pursuant to NZX Listing Rule 2.7.1
and has offered himself for re-election, be re-elected as a Director of the Company.

Resolution 3: That Simon Herbert, who was appointed by the Board since the Company’s last
annual meeting and retires pursuant to NZX Listing Rule 2.7.1 and, being eligible, has offered
himself for election, be elected as a Director of the Company.
Resolution 4: That Sean Joyce, who was appointed by the Board since the Company’s last
annual meeting and retires pursuant to NZX Listing Rule 2.7.1 and, being eligible, has offered
himself for election, be elected as a Director of the Company.
Resolution 5: That Sara Lunam, who was appointed by the Board since the Company’s last
annual meeting and retires pursuant to NZX Listing Rule 2.7.1 and, being eligible, has offered
herself for election, be elected as a Director of the Company.
Resolution 6: That, James Redmayne, who retires by rotation pursuant to NZX Listing Rule
2.7.1 and has offered himself for re-election, be re-elected as a Director of the Company.
Further information relating to the Resolutions is set out in the Explanatory
Notes. For the reasons set out further in the Explanatory notes, the Board
recommends shareholders vote in favour of resolutions 1 to 6.
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


Roger Gower
Chairman
11 September 2025

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 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.
AUDITORS
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.
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.
Under NZX Listing Rule 2.7.1 a director previously elected by shareholders must not hold
office past the third annual meeting following appointment or three years, whichever is longer,
without being re-elected by shareholders.
Also under Listing Rule 2.7.1 any person who is appointed as an additional director by the
Board during the year must retire at the next annual meeting, but is eligible for election.
Under NZX Listing Rule 2.3.2, WasteCo was required to announce to NZX a closing time for
nomination of additional directors by shareholders. WasteCo did this on 22 August 2025,
setting a closing date of 4pm on 5 September 2025.
RESOLUTION 2: RE-ELECTION OF SHANE EDMOND AS A DIRECTOR
Board Responsibilities: Independent Director, Chair of the Audit, Finance and Risk
Committee and member of the Remuneration, Nominations and Health and Safety Committee.
Shane Edmond retires by rotation and, being eligible, offers himself for re-election. The Board
unanimously supports his re-election.
Shane has extensive experience in financial markets, having worked in London and New
Zealand for more than 30 years. He was previously a member of the Financial Market

page 4
Authority’s Code Committee for Financial Advisers for seven years. Shane became a
shareholder and a director of WasteCo Holdings NZ in December 2020 (prior to the reverse
listing) and served as Chair from December 2022 to December 2024.
The Board has determined that Shane Edmond is an Independent Director for the purposes
of the Listing Rules.
RESOLUTION 3: ELECTION OF SIMON HERBERT AS A DIRECTOR
Board Responsibilities: Non-Independent Director.
Simon Herbert was appointed as an additional director by the Board in December 2024 and
retires from office at the meeting. Simon offers himself for election. The Board unanimously
supports his election.
Simon brings more than 25 years of experience in business and property investment,
combined with an 18 year legal career in major New Zealand law firms. As principal of Empire
Capital, Simon has spearheaded transformative projects, including acquisitions across
marine, residential, industrial and commercial property, and technology sectors. Notable
achievements include the acquisition of three of Auckland’s privately owned marinas and
associated waterfront land holdings and businesses into thriving enterprises.
Lesser known is his investment in technological infrastructure, reflecting his strategic vision
and entrepreneurial leadership. His proven expertise, experience, and forward-thinking
leadership will be valuable as WasteCo continues on its aggressive growth trajectory.
The Board has determined that Simon Herbert is an Non-Independent Director for the
purposes of the Listing Rules, as he was appointed to the Board by a substantial product
holder of the Company, Empire Waste Technology Limited, under the terms of a convertible
note agreement.
RESOLUTION 4: ELECTION OF SEAN JOYCE AS A DIRECTOR
Board Responsibilities: Non-Independent Director.
Sean Joyce was appointed as an additional director by the Board in December 2024 and
retires from office at the meeting. Sean offers himself for election. The Board unanimously
supports his election.
Sean has more than 30 years’ experience in the corporate sector as a corporate lawyer and
a market participant. Sean has a particular focus on the capital markets and securities laws in
New Zealand. This includes regulatory compliance, initial public offerings, compliance listings,
reverse listings, takeovers, fundraising and offerings of various types of securities in New
Zealand.
Sean is a Chartered Member of the Institute of Directors (CMinstD) and holds a Bachelor of
Arts and a Bachelor of Laws (Hons) from Auckland University. Sean is a director of a number
of private and listed companies.
The Board has determined that Sean Joyce is an Non-Independent Director for the purposes
of the Listing Rules, as he was appointed to the Board by a substantial product holder of the
Company, Empire Waste Technology Limited, under the terms of a convertible notes
agreement.

page 5
RESOLUTION 5: ELECTION OF SARA LUNAM AS A DIRECTOR
Board Responsibilities: Independent Director.
Sara Lunam was appointed as an additional director by the Board in July 2025 and retires
from office at the meeting. Sara offers herself for election. The Board unanimously supports
her election.
Sara brings more than three decades of governance and executive leadership experience
across New Zealand and Australia. She has held senior roles in the transport, logistics,
agriculture and energy sectors, including as a key member of the executive team at Port of
Tauranga, where she was involved in major joint ventures and operational integrations.
Sara currently serves as Chair of the Waipuna Hospice Foundation and has held numerous
governance positions, including with New Zealand Post, Genesis Energy, New Zealand
Merino and The Employers & Manufacturers Association. Sara’s appointment is part of
WasteCo’s ongoing board refresh and brings further depth in infrastructure, logistics, and
strategic transformation.
The Board has determined that Sara Lunam is an Independent Director for the purposes of
the Listing Rules.
RESOLUTION 6: RE-ELECTION OF JAMES REDMAYNE AS A DIRECTOR
Board Responsibilities: Non-Independent Director and member of the Audit, Finance and
Risk Committee.
James Redmayne retires by rotation and being eligible, offers himself for re-election. The
Board unanimously supports his re-election.
James is one of WasteCo’s founders. Before launching WasteCo with Carl Storm, James had
18 years cost and management accounting experience in banking, foreign exchange,
broadcasting, manufacturing and pharmaceuticals.
The Board has determined that James Redmayne is an Non-Independent Director for the
purposes of the Listing Rules. He is a substantial product holder of the Company as a joint
trustee of a family trust.
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 1pm on Wednesday 24 September 2025. 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.

page 6
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 1pm on Wednesday 24 September 2025 (being 48 hours before the
commencement of the Meeting).
Proxy forms can be lodged by:
• Online at https://nz.investorcentre.mpms.mufg.com/voting/WCO
• Post to MUFG Pension & Market Services, 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.nz@cm.mpms.mufg.com

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@mpms.mufg.com by 1pm on Wednesday 24 September 2025. Please write ‘WCO
Questions from Shareholders’ in the subject line of the email.
PRESENTATIONS AND WASTECO'S FY25 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/2025/05/WasteCo-NZ-Ltd-Annual-Report-FY25.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
Pension & Market Services Investor Centre at: nz.investorcentre.mpms.mufg.com

page 7
Alternatively, your request can be emailed to meetings.nz@cm.mpms.mufg.com (Please use
“WCO Report” as the subject line for easy identification) or by contacting MUFG Pension &
Market Services by phone: 09 375 5998 ( or +64 9 375 5998 for international calls).