WasteCo - $700,000 Convertible Note annoucement

18 August 2026

Issue of $700,000 Convertible Notes
WasteCo Group Limited (“WasteCo”) advises that several third-party wholesale investors have
agreed to subscribe for $700,000 in unsecured Convertible Notes in WasteCo (“new Notes”).
The new Notes mature on 14 August 2027 (“Maturity Date”).
The holder has the flexibility to redeem the new Notes for cash, or to convert them to WasteCo
shares at an effective conversion price of $0.05833 each (“Conversion Price”) by notice in
writing to WasteCo prior to the Maturity Date.
The annual interest rate is 8%, payable quarterly.
In the event of a material capital raising occurring after the issue of the new Notes, and prior to
the Maturity Date, the new Notes mandatorily convert in new ordinary fully paid shares at the
Conversion Price. WasteCo signalled its intention to raise further equity capital in the next three
months in its announcement of 5 August 2026, so anticipates the new Notes will mandatorily
convert then.
One of the third-party investors in the new Notes currently holds $2 million of existing
convertible notes issued in October 2025 (“existing Notes”), which have a maturity date of
15 October 2027 and carry an annual interest rate of 10% (as also described in WasteCo’s
announcement on 24 September 2025). WasteCo has agreed to vary the conversion price for
these existing Notes from $0.02 to $0.007 per share, and to extend the maturity date for these
existing Notes to 14 August 2028.
The funds raised from the issue of the new Notes will be used by the WasteCo group for its
general corporate purposes.
Summary of all key terms of classes of convertible notes on issue
Following the new Note issue, WasteCo therefore has the following convertible notes on issue:
- $15 million principal amount of secured convertible notes, carrying a 6% annual interest
rate. These notes are convertible at the option of the holder into equity at $0.02 per share at
any time during a 5 year term ending 19 December 2029. Shareholders approved the issue
of these notes to Empire Waste Technology Limited at a special meeting of shareholders
held on 13 December 2024.
- $700,000 principal amount of unsecured convertible notes, carrying an 8% annual interest
rate, and convertible at the option of the holder by 14 August 2027, or mandatorily earlier, as
described above.
- $2 million principal amount of unsecured convertible notes, carrying a 10% annual interest
rate, and convertible at the option of the holder by 14 August 2028.

Under the terms of all classes of convertible notes, if, prior to conversion, WasteCo’s quoted
ordinary shares are consolidated, subdivided, or similarly reconstructed, the number of shares
to be issued will be adjusted in the manner necessary to reflect the consolidation, subdivision
or reconstruction, so as to preserve the existing rights and entitlements of the holder relative to
the rights and entitlements of holders of quoted ordinary shares or notes immediately prior to
the consolidation, subdivision or reconstruction.
Under the terms of issue of the secured convertible notes issued to Empire Waste Technology
Limited (“Empire”) in December 2024, WasteCo agreed to use its best endeavours to offer
Empire the right to participate in future capital raisings to the extent that, immediately following
the capital raising, Empire could maintain the same percentage interest in WasteCo it would
hold on conversion of its Notes (had it converted the notes immediately prior to that capital
raise), subject to compliance with all applicable laws (such as the takeovers code and the NZX
Listing Rules).
Contact:
Sean Joyce
Chair
M: +64 21 865 704
E: sean@corporate-counsel.co.nz

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Capital Change Notice



Section 1: Issuer information
Name of issuer WasteCo Group Limited
NZX ticker code WCO
Class of financial product Unlisted convertible notes
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued $700,000 principal amount
Nominal value (if any) $1.00 per note
Issue price per security $1.00 per note
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued (calculated on the number of Financial
Products of the Class, excluding any Treasury
Stock, in existence)
100% of this class of notes
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)
The notes may be converted by the holder
on 10 business days prior written notice if
received by WasteCo at any time prior to
maturity of the notes on 14 August 2027.
The notes convert into quoted ordinary
shares in WasteCo at an effective
conversion price of $0.05833 each.
In the event of a material capital raising
occurring after the issue of the notes, prior
to the maturity date, the notes mandatorily
convert into quoted ordinary shares in
WasteCo at $0.05833 each
Reason for issue and specific authority for issue
(the reason for change must be identified here)
To raise funds for WasteCo’s general
corporate purposes
Total number of Financial Products of the Class
after the issue (excluding Treasury Stock) and the
total number of Financial Products of the Class
held as Treasury Stock after the issue.
$700,000 principal amount of unsecured
convertible notes of this class (with a
maturity date of 14 August 2027, and a
coupon of 8% per annum payable
quarterly)
None held as treasury stock
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A

Specific authority for the issue, including a
reference to the rule pursuant to which the issue,
acquisition, or redemption is made
The notes were issued in accordance with
NZX Listing Rule 4.5.1 to selected
wholesale investors, so that on any
Conversion NZX Listing Rule 4.9.1(b)(i)
would apply
Terms or details of the issue (for example:
restrictions, escrow arrangements)
N/A
Date of issue 17 August 2026
Section 3: Disclosure required for Placements made under Rule 4.5.1
Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
No placement offer has been made – the
subscribers are wholesale investors
Section 4: 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 029 983 3871
Contact email address nigel.franklin@wasteco.co.nz
Date of release through MAP

18/08/2026