WCO - 2026 Notice of annual meeting

A LETTER FROM THE NEW CHAIR OF WASTECO

4 September 2026
Dear Shareholder,
I was appointed Chair of the WasteCo Board with effect from 17 July 2026. It has been a very busy six
weeks since my appointment.
I would like to introduce myself to those of you who do not already know me.
My Background
I have a Bachelor of Arts and a Bachelor of Laws with Honours from Auckland University. I am a
Chartered Member of the New Zealand Institute of Directors.
I spent the first 30 years of my career practising corporate law in Auckland. The focus of my practice
was capital markets, securities laws, NZX transactions, financing arrangements and acquisitions.
During the course of the last ten years, I have also been actively involved as a participant in the New
Zealand capital markets as a principal in a capital markets advisory firm – raising new capital for the
firm’s clients and facilitating the listing of numerous companies on the NZX Main Board.
I hold, and have held, several non-executive directorships of a number of NZX listed companies and
hold, or have held, numerous non-executive directorships with other significant privately held
businesses.
I am an executive director of Empire Capital - an Auckland based family office that invested $15 million
in WasteCo via a convertible note in December 2024 to assist with the funding WasteCo’s purchase of
Civic Waste Limited.
In conjunction with the investment by Empire Capital Limited, I was appointed to the Board of
WasteCo in December 2024 and attended my first Board meeting in January 2025.
My interest in WasteCo and the waste industry
During my legal career, I advised one of the largest New Zealand waste companies. During that time, I
assisted that business with the acquisition of multiple waste businesses, the development of joint
ventures with market participants and the securing of a significant landfill development.
During this role I learned a lot about the waste industry and the commercial opportunities, strengths
and positive attributes associated with the industry.
As my career pivoted into the capital markets, I always sought an opportunity to be involved in bringing
a waste business to the New Zealand stock market.
In 2022, I was the Chair of Goodwood Capital, an NZX listed company that was looking for a new
initiative to invest into.
I was introduced to WasteCo in 2022 by an investor in WasteCo and ultimately facilitated the purchase
of WasteCo by Goodwood Capital (which subsequently changed its name to WasteCo Group Limited).
I also facilitated the investment of new equity into the business (including my own investment) in
conjunction with the listing of WasteCo on the NZX Main Board.
Following the completion of the acquisition of WasteCo in 2022, I stepped down from the Board and
the new Board and the founders operated the business from that time.
To date, I have facilitated the investment of circa $25 million of new equity or debt into WasteCo.

2



My family interests, my friends and my colleagues are heavily invested in WasteCo.
My personal interests are aligned with the shareholders and other stakeholders of WCO.
I am bitterly disappointed with the performance of the business since its listing.
I rejoined the Board of WasteCo 18 months ago in conjunction with the investment of a $15 million
convertible note by Empire Capital Limited.
In July, I assumed the role of Chair of the Board and have taken a progressively more hands-on role in
the operations of the business, with a view to turning the business around aggressively.
Why are we where we are?
The business faces several major challenges which have led to the disappointing financial
performance of the Company since the listing of the business on the NZX:
1. Over the past decade, WasteCo expanded quickly through acquisitions. Acquisition-led growth
outpaced WasteCo’s business systems and operational discipline; as the business grew
across regions, operations became more complex and performance became inconsistent.
2. WasteCo has high debt levels and high financing costs for a company of its size, with
approximately NZ$40million of bank funding and convertible notes resulting in finance costs of
NZ$5.5 million during FY26. Quite simply, in my view, the business borrowed too much debt at
low interest rates to acquire plant and equipment and fund acquisitions, and was not able to
generate sufficient returns on those funds borrowed to retire debt quickly enough, especially
when our effective rates of interest we were paying climbed significantly over the last few
years. The required debt repayment obligations and servicing costs have had a material
adverse impact upon the free cash available to the Company for utilisation as working capital
during that period. WasteCo continues to pay down its loans to its bankers on a prompt basis.
WasteCo repaid NZ$7.3 million of debt principal during FY26, with further debt reduction
planned during FY27.
3. Our corporate overhead is too large for the size of WasteCo’s current business operations. I
believe that we have a structure that is more appropriate for a business with a much larger
scale of operations.
4. WasteCo’s operational and financial performance needs to be optimised and improved
significantly. Revenue increased to NZ$70.2 million from NZ56.4million in FY25. Despite that
revenue growth, the company recorded a net loss. The business was bringing in more
revenue, but it was costing too much to run.We must focus on improving labour and asset
utilisation.
5. We operate a number of profitable business divisions. However, we also operate several
legacy business divisions that are not core to our fundamental business operations and are
not profitable.
6. WasteCo has grown its revenue significantly since listing, from $19 million to $70 million for
FY 2026. However, during this period of sustained growth, the Company did not integrate well
nor manage productivity and therefore margins effectively. We grew businesses and revenue
streams that were not profitable. As the saying goes “Increased revenue is for vanity, whilst
net profit is for sanity”.
7. The business owns a significant number of non-productive assets, which we are addressing
through an asset realisation programme.
8. We are undercapitalised as a business.
The Board’s key objectives
The Board’s key objectives are to:
1. Establish trust and confidence in WasteCo and the Board.

3



2. Make our stakeholders feel proud, excited and confident about their investment in WasteCo.
3. Work with our key suppliers and customers and foster trust, and collaborative working
relationships.
4. Implement a rigid and robust turnaround strategy.
5. Improve operational performance and productivity.
6. Improve labour and asset utilisation within our business.
7. Improve bottom line profitability.
8. Continue to challenge WasteCo’s long-term strategy while management develops and
executes it.
9. Innovate, creating new solutions for our customers.
10. Continue to improve our health and safety systems and frameworks.
11. Continue to build a strong, committed and focused WasteCo team.
12. Divest non-productive or non-core business divisions and assets.
13. Continue to reduce debt.
14. Build a strong, focused, resilient and successful organisation.
My commitment to WasteCo
My personal interests are aligned with the shareholders of WasteCo.
My personal commitment is that I will move heaven and earth to ensure the above key
objectives are achieved through a focused and single-minded implementation of our turn
around strategy.
Our Board and our leadership team are equally committed to this process and to making WasteCo a
force to be reckoned with in the New Zealand waste sector!
We have already made some very positive progress in implementing the above objectives.
If you would like to discuss anything in this update, please feel free to reach out to me at
sean@corporate-counsel.co.nz or call me on +64 21 865 704.
Yours sincerely


Sean Joyce
Chair

NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING

Notice is given that the 2026 Annual Shareholders’ Meeting of WasteCo Group Limited will
be held at PwC Centre, Level 5, 60 Cashel Street, Christchurch Central City, Christchurch
and online at www.virtualmeeting.co.nz/wco26 on Tuesday, 22 September 2026,
commencing at 10am.

Dear Shareholder,
WasteCo Group Limited (Company or WasteCo) invites you to join us at our Annual
Shareholders’ Meeting on Tuesday, 22 September 2026, commencing at 10am. This will be
held at PwC Centre, Level 5, 60 Cashel Street, Christchurch Central City, Christchurch and
online at www.virtualmeeting.co.nz/wco26.
A copy of the WasteCo Annual Report for the financial year ended 31 March 2026 is
available on our website: https://www.wasteco.co.nz/investors. WasteCo also recently made
a market update announcement to NZX on its funding and turnaround plan, which is
available at https://www.nzx.com/companies/WCO/announcements?year=2026
If you are unable to attend in person, we encourage you to complete and lodge the proxy
form in accordance with the instructions on the back of that form, or attend the meeting
virtually at www.virtualmeeting.co.nz/wco26.
We look forward to welcoming you to the Annual Meeting.
Yours sincerely


Sean Joyce
Chair



Important Dates and Times
Latest time for receipt of proxy forms and questions: 10am on Sunday 20 September 2026
Time for determining voting entitlement at the Meeting: 5pm on Monday 21 September 2026

page 5
AGENDA
1. Chair, CEO and Executive Presentations

2. Shareholder Discussion

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

Resolution 1: To record the re-appointment of Deloitte as auditor of the Company and to
authorise the Directors to fix the auditor’s remuneration for the ensuing year.
Resolution 2: That Justin Marshall, having nominated himself for election under NZX Listing
Rule 2.3.1, be elected as an additional Director of the Company.
Resolution 3: To ratify, confirm and approve entry into the PIF Funding Facility (as defined in
the Explanatory Notes accompanying the notice of annual meeting) between WasteCo and
PFNZ Limited to $10 million, under NZX Listing Rule 5.1.1(b).
Resolution 4: That the Directors of the Company are authorised to issue up to 20 million
unlisted options to acquire ordinary shares in the Company (“Options”), to employees,
contractors, and non-executive Directors of the Company and its subsidiaries (but excluding
Sean Joyce and Simon Herbert given restrictions in the takeovers code) on the terms set out
in the Explanatory Notes accompanying the notice of annual meeting.
Resolution 5: That the Directors of the Company are authorised to issue up to 165 million
new ordinary fully paid shares in the Company to selected 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 10 trading days up to the application date for 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, to 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. For
the reasons set out further in the Explanatory Notes, the Board unanimously
recommends shareholders vote in favour of resolutions 1 to 5.
4. Any General Business
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

Sean Joyce
Chair
4 September 2026

page 6
EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules.
The Resolutions to be put before Shareholders are Ordinary Resolutions which require approval by a
simple majority (greater than 50%) of the votes of those shareholders entitled to vote and voting on the
Resolutions in person or by proxy.
AUDITORS
RESOLUTION 1: AUDITOR’S 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.
Under section 207S of the Companies Act, the auditor's fees and expenses must be fixed in the manner
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
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 2.3.2, WasteCo was required to announce to NZX a closing time for nominations
of additional directors by shareholders. WasteCo did this on 24 July 2026, setting a closing date of 5pm
on 10 August 2026 (the Nomination Period). During the Nomination Period, the Company received
one nomination from shareholders, as discussed further below at resolution 2.
RESOLUTION 2: ELECTION OF JUSTIN MARSHALL AS ADDITIONAL INDEPENDENT
DIRECTOR

A shareholder, Justin Marshall, has nominated himself for consideration as an additional director of the
Company. He has provided the following statement in support of his nomination:
I am an experienced senior executive and operational leader with extensive experience across
freight, transport, logistics, warehousing and complex multi-site operations in New Zealand and
Australia.
My most recent senior executive role was with MOVe Logistics, where I held responsibility for
national freight operations and served as Chief Operating Officer. I managed a large national
operating network encompassing significant workforce, fleet, warehouse and financial
responsibilities. My experience includes operational strategy, financial performance, fleet and
asset management, health and safety, customer relationships, business development and
organisational transformation.
A key strength I bring is extensive business integration and operational transformation experience.
I have led the integration of acquired businesses into larger operating groups, identifying
duplication, under-utilised assets and labour inefficiencies and implementing changes to improve
productivity, utilisation and financial performance. This has included restructuring operations,

page 7
rationalising assets and workforce requirements, and leading teams through significant
organisational change.
I have considerable experience working with Boards, executive teams, shareholders, financial
institutions and other key stakeholders, providing practical operational insight to support strategic
and financial decision-making. I have spent much of my career working in businesses
experiencing significant commercial and operational pressure and am comfortable operating in
environments where decisive action, financial discipline and strong execution are required.
My operational expertise includes fleet optimisation, asset utilisation, route and network efficiency,
labour productivity, cost management and performance improvement. I have a strong
understanding of the relationship between operational performance, cash generation, balance sheet
strength and long-term shareholder value.
I am strongly committed to health and safety and people leadership, with a leadership philosophy
centred on accountability, respect, transparency and ensuring employees have a safe and
supportive environment in which to work. I believe sustainable business performance is built
through strong leadership, engaged people and disciplined execution.
I believe my combination of senior executive leadership, business integration, fleet and asset
optimisation, operational turnaround and governance experience would allow me to make a
practical contribution to WasteCo's Board as the Group progresses its current turnaround
strategy.
In particular, I believe my experience is highly relevant to WasteCo's current focus on improving
labour and asset utilisation, rationalising the cost base, disposing of surplus and non-core assets,
and improving operational performance.
Based on responses to a questionnaire completed by Justin, the board considers that, if elected, Justin
Marshall would be an independent director of the Company for the purposes of the Listing Rules and
having regard to the factors in the NZX Corporate Governance Code.
Board’s view on Justin’s nomination: Having regard to the current composition of the board of
WasteCo, and the skillsets of the existing directors including in operational management and logistics,
the Board considers that Justin would add additional capability to the Board.
Accordingly, the Board recommends that shareholders vote in favour resolution 2.
RESOLUTION 3: TO RATIFY, CONFIRM AND APPROVE ENTRY INTO THE PIF FUNDING
FACILITY
WasteCo recently entered into a working capital funding arrangement with PFNZ Limited, trading as
Pacific Invoice Finance (PIF), as announced to the NZX on 12 June 2026 (the PIF Funding Facility) to
provide a flexible source of working capital and support growth while improving cashflow.
The PIF Funding Facility provides funding of up to $10 million for a minimum 9-month term.
At 31 March 2026, the Group overall debt was approximately NZ$40.1 million of asset finance and
convertible notes, resulting in finance costs of NZ$5.5 million. The Group repaid NZ$7.3 million of debt
principal during FY26 and plans further debt reduction during FY27.
WasteCo currently 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.

page 8
• $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
• $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.

Against this backdrop, the PIF Funding Facility forms part of the Group’s strategy to address working-
capital pressures, strengthen the Group’s balance sheet, improve liquidity management and support
future growth initiatives, while the Group continues its focus on reducing debt.
General Terms
The terms of the PIF Funding Facility are as follows:
• the borrowers are WasteCo Group Limited, WasteCo NZ Limited, and Civic Waste Limited
(together, the Borrowers and each a Borrower);
• the Borrowers assign unpaid invoices (accounts receivable) as collateral to PIF, to obtain
immediate cash from PIF from time to time (generally monthly, so the size of the utilised facility
can fluctuate) month to month;
• the Borrowers can draw down 80% of the value of each approved debt, on request;
• each Borrower has granted PIF a general security interest over all its assets, including a first
ranking interest in respect of all receivables;
• PIF has a first charge over the receivables of the Borrowers ahead of Kiwibank Limited and
Empire Waste Technology Limited pursuant to a deed of priority, with a priority figure of
$12.5 million (plus interest and fees);
• PIF charges the Borrowers a monthly administration fee of $6,000 (plus GST);
• the interest rate payable by the Borrowers is currently 9% p/a;
• the PIF Funding Facility has a minimum term of 9 months and may be terminated by either
the Borrowers or PIF by giving 3 months’ notice after the minimum period has expired (i.e. 12
months); and
• PIF only advances funds against unpaid invoices that are “Approved Debts”. PIF will classify a
debt as a “Non-Approved Debt” if it has not been paid within 90 days of the last calendar day of
the month in which the invoice was issued and may classify other unpaid invoices as “Non-
Approved Debts” at its discretion including if:
o a Borrower or the debtor under the invoice have suffered an insolvency event;
o the debt, when aggregated with all other debts of that relevant debtor, would amount to
30% (percentage may be adjusted from time to time) or more of all debts owing to the
Borrowers;
o the amounts owing and payable between the Borrowers and PIF exceed the facility limit;
or
o a financing statement has not been registered in respect of the relevant debt.
The key benefit of the PIF Funding Facility is the ability for WasteCo to access cash when it is
invoiced, rather than paid.
Requirement for the Resolution
Shareholder approval is required under Listing Rule 5.1.1(b) by ordinary resolution, to enable
WasteCo to ratify, confirm, and approve WasteCo’s continuing access to $10 million under the PIF
Funding Facility.
Rule 5.1.1(b) provides that, except with the prior approval by an ordinary resolution, WasteCo may not
enter into any transaction or related series of transactions to acquire, sell, exchange, or otherwise
dispose of assets of WasteCo in respect of which the gross value is in excess of 50% of the average
market capitalisation of WasteCo.

page 9
For the purposes of Rule 5.1.1(b), the PIF Funding Facility constitutes a sale of assets on each
assignment (generally monthly) because invoices are assigned to PIF. The full $10 million facility
available to WasteCo under the PIF Funding Facility currently exceeds 50% of the average market
capitalisation of WasteCo and also exceeded full threshold as at 12 June 2026 (being the date
WasteCo advised shareholders on the NZX it was in the process of entering into the PIF Funding
Facility with PIF).
For completeness, entry into the PIF Funding Facility does not constitute a “major transaction” for the
purposes of section 129 of the Companies Act.
Consequences if Resolution is not passed
Should shareholders not approve this Resolution, WasteCo would need to consider alternative
sources of working capital funding as it would not be permitted to fully draw on the facility. For
example, if WasteCo’s average market capitalisation is $7.8m, at the time of a monthly assignment of
debtors, only $3.9 million of invoices could be subject to the facility.
This could restrict WasteCo’s ability to access capital funding and strengthen the Group’s balance
sheet, improve liquidity management and support future growth initiatives.
RESOLUTION 4: ISSUE OF OPTIONS TO EMPLOYEES, CONTRACTORS, AND NON-
EXECUTIVE DIRECTORS
The Board seeks approval to issue up to 20 million options to acquire ordinary shares in the Company
(“Options”) to employees, contractors, and non-executive Directors of the Company (but excluding
Sean Joyce and Simon Herbert given restrictions in the takeovers code), and its subsidiaries
(“Group”).
WasteCo seeks shareholder approval, rather than relying on NZX Listing Rule 4.6.1 (issue to
employee of up to 3% of WasteCo’s equity securities in a 12-month period without shareholder
approval) because the resolution covers employees and non-executive directors under NZX Listing
Rule 4.6.1 (except Sean Joyce or Simon Herbert). No options had been issued under NZX Listing
Rule 4.6.1.
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).
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 shareholders
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 exercise 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;

page 10
• the structure of the issue of the Options will assist the Company in retaining the key people of the
Group for the future;
• 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 incentivise 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 50% 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 1.68% of the total
share capital on issue as at the date of this notice.
In the event that all 20 million Options were issued and all 20 million Options were then exercised, the
holders of those Options would hold 20 million shares in the Company, representing approximately
1.79% 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%
• Example shareholder percentage after share issue if all Options are exercised: 4.91%
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 10 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 or otherwise at the discretion of
the Board, 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, failing which those Options will lapse unless the Board in its discretion determines
otherwise;
• any Options which are not exercised during the Exercise Period shall lapse;
• 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;

page 11
• 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 any 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 the 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),
(other than Sean Joyce and Simon Herbert) 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 5: ISSUE OF UP TO 165 MILLION NEW ORDINARY FULLY PAID SHARES
TO SELECTED INVESTORS
The Directors also seek approval of shareholders to authorize them to issue up to a further 165 million
new fully paid ordinary shares in the Company (New Shares) to selected investors, to assist with
ongoing funding requirements of the Group, including funding the expansion of existing business
operations and potential new growth opportunities. The New Shares will be the same class of share as
the existing ordinary shares on issue in the Company. The New Shares would each have an issue price
equal to the Volume Weighted Average Price ("VWAP") of the Company's shares traded on the NZX
during the 10 trading days up to closing of application date(s) for 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;
• raising new capital to assist with the purchase of any additional capital plant and equipment
required to satisfy the Company’s obligations under any new contractual arrangement(s) entered
into.

page 12
A placement to selected investors will allow WasteCo to move quickly and with relative certainty of
funding to help fund 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 15.02% of the total number of shares on issue in the Company as at
the date of this notice (being 1,098,372,765 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 1,263,372,765.
A worked example showing the dilutionary impact of the issue of the New Shares is as follows:
• Example shareholder percentage currently: 5%
• 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 4) then the combined dilutionary impact would be as follows:
• Example shareholder percentage currently: 5%
• Example shareholder percentage if all New Shares are issued and Options are exercised: 4.28%
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 15% of 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. On August 2026, the Company
issued $700,000 unlisted convertible notes (Notes), convertible at a conversion price of $0.05833
each share, or 12,000,686. Under the terms of the Note, the Notes will mandatorily convert in the
event of a material capital raise. In the event that occurred in the 12 month period following allotment
of the Notes, WasteCo’s 15% capacity would reduce by approximately 1.08%.
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 growth opportunities, and may seek further shareholder approval in
the future by way of a vote at a special meeting or future annual meeting.
IMPORTANT INFORMATION
ATTENDING THE ANNUAL MEETING
Shareholders will be able to attend the Meeting in person in Christchurch and online at
www.virtualmeeting.co.nz/wco26.
If you are attending the Meeting in person, please bring the proxy form or your CSN/Holder number
with you to help make registration quick and simple for the team at MUFG Pension & Market Services.

page 13
VOTING
The only persons entitled to vote at the Annual Meeting are registered shareholders (or their proxies or
representatives) as at 5pm on Monday 21 September 2026. 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 either in person or virtually 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 Chair, the Directors and Chief Executive Officer offer themselves as proxy to shareholders and, if
given discretion, will vote in favour of the Resolutions.
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
10am on Sunday 20 September 2026
(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 a 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 Resolutions. There will also be an opportunity for shareholders to ask questions online
during the Meeting.
Please submit questions by either completing the section on the Proxy Form or virtually at
https://nz.investorcentre.mpms.mufg.com/voting/WCO by 10am on Sunday 20 September 2026 .
Please write ‘WCO Questions from Shareholders’ in the subject line of the email.
PRESENTATIONS AND WASTECO'S FY26 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://www.wasteco.co.nz/investors.
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: https://nz.investorcentre.mpms.mufg.com .

page 14
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).

---

Go online to https://nz.investorcentre.mpms.mufg.com/voting/WCO to appoint your proxy

LODGE YOUR PROXY

















Proxy Form/Admission Card for WasteCo Group Limited 2026 Annual Shareholders’ Meeting

Notice is given that the Annual Shareholders’ Meeting of WasteCo Group Limited (“the Company”) will be held at PwC Centre, Level 5, 60 Cashel Street,
Christchurch Central City, Christchurch, New Zealand, and online through the MUFG Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/wco26 at 10am (New Zealand time) on Tuesday, 22 September 2026. You will require your CSN/Holder Number for verification
purposes.
If you will not attend the meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to WasteCo Group Limited’s share registry, MUFG Pension & Market Services, by no later than 10am (New Zealand time) on Sunday, 20
September 2026 (being 48 hours before the commencement of the Annual Meeting). You can also appoint your proxy and vote on the resolutions on
the reverse of this form online by going to https://nz.investorcentre.mpms.mufg.com/voting/WCO or by scanning the QR code above with your smartphone.


Tuesday, 22 September 2026 at 10am (New Zealand time)




PwC Centre, Level 5, 60 Cashel Street, Christchurch Central
City, Christchurch

www.virtualmeeting.co.nz/wco26

Appointing the Chair of the Meeting or a Director as your proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If you wish, you may appoint the
Chair of the Meeting, any Director 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 the Meeting”. If given discretion, they will vote in favour
of the resolutions.

Voting of your holding
Direct your proxy on how to vote by making the appropriate election, either
online or on this Proxy Form, in respect of each resolution. If you return this
form without directing the proxy on how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting. If you make more
than one election in respect of a resolution your vote on that resolution will
be invalid. If this Proxy Form is returned duly signed by a shareholder and
includes voting instructions but does not specify a person to be appointed
as proxy, the Chair of the Meeting will be deemed to be the proxy for the
purposes of that form, but only to vote to the extent of the voting instructions
provided.

Voting restrictions
In accordance with Listing Rules 6.3.1, the Company will disregard any
votes cast in favour of:
• resolution 4 by any Director of the Company and any of their
Associated Persons (as defined in the Listing Rules) (other than
Sean Joyce and Simon Herbert); and
• resolution 5 by any Director of the Company and any of their
Associated Persons (as defined in the Listing Rules),

unless the vote is cast by a Director of Associated Person as a proxy for a
person who is entitled to vote, in accordance with an express direction on
this form.


Attending the meeting
If you plan to attend the meeting in person, please bring this Admission
Card/Proxy Form intact as the barcode will assist with your registration.

If you plan to attend the meeting virtually, you can join via the MUFG
Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/wco26
. You will require your CSN/Holder
Number for verification purposes.
A corporation may appoint a person as its representative to attend and
vote at the meeting in the same manner as it could appoint a proxy. That
person need not also be a shareholder.

Signing instructions for this form
Individual
Where the holding is in one name, the shareholder must sign the Proxy
Form.

Joint Holding
Where the holding is in more than one name, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.

Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director
must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or
implied authority.



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

Scan & email
meetings.nz@cm.mpms.mufg.com
Scan this QR code with
your smartphone and
vote online





Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
General Enquiries

Email
enquiries.nz@cm.mpms.mufg.com

Phone
+64 9 375 5998

Step 1 Appoint a Proxy / Corporate Representative

I/We being a shareholder/s of WasteCo Group Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email 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 5, 60
Cashel Street, Christchurch Central City, Christchurch at 10am (New Zealand time) on Tuesday, 22 September 2026, 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

Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on a resolution, tick the
box “Proxy’s discretion”. Please note that, for each resolution, you must tick one box.





Step 3 Shareholder Questions

Shareholders attending the Annual Shareholders’ Meeting virtually, or in person, will have the opportunity to ask questions during the meeting. If you cannot
attend the Annual Shareholders’ Meeting but would like to ask a question, you can submit it online by going to
https://nz.investorcentre.mpms.mufg.com/voting/WCO and completing the online validation process, or by completing the question section below and returning
it to MUFG Pension & Market Services in the envelope enclosed. Questions will need to be submitted by 10am (New Zealand time) on Sunday, 20 September
2026. The Board will endeavour to address and answer questions at the Annual Shareholders’ Meeting.

Question:

Step 4 Signature of Shareholder(s) This section must be completed


Shareholder 1
or duly authorised officer or attorney

Shareholder 2
or duly authorised officer or attorney

Shareholder 3
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:


To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. To record the re-appointment of Deloitte as auditor of the Company and to authorise the
Directors to fix the auditor’s remuneration for the ensuing year.



2. That Justin Marshall, having nominated himself for election under NZX Listing Rule 2.3.1,
be elected as an additional Director of the Company.

3. To ratify, confirm and approve entry into the PIF Funding Facility (as defined in the
Explanatory Notes accompanying the notice of annual meeting) between WasteCo and PFNZ
Limited to $10 million, under NZX Listing Rule 5.1.1(b).

4. That the Directors of the Company are authorised to issue up to 20 million unlisted options
to acquire ordinary shares in the Company (Options), to employees, contractors, and non-
executive Directors of the Company and its subsidiaries (but excluding Sean Joyce and
Simon Herbert given restrictions in the takeovers code) on the terms set out in the
Explanatory Notes accompanying the notice of annual meeting.

5. That the Directors of the Company are authorised to issue up to 165 million new ordinary
fully paid shares in the Company to selected 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 10 trading days up to the application date for 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, to rank pari passu (equally) with all existing ordinary shares of the
Company.