Share Purchase Plan

NZX Market Release
11 September 2026


NZ SHARE PURCHASE PLAN
WasteCo Group Limited (NZX: WCO) (WasteCo) is pleased to announce the formal terms of a share
purchase plan to its eligible shareholders (SPP).
A total of $750,000 is being sought under the SPP, with the ability to accept oversubscriptions at
WasteCo’s discretion.
The SPP is available to those existing shareholders recorded in WasteCo’s share register as having a
New Zealand address as at 5.00pm (NZST) on 10 September 2026 (Eligible Shareholders).
Eligible Shareholders may apply for up to a maximum of $50,000 of new shares. There is no minimum
application amount for the SPP. The SPP is not underwritten.
If WasteCo receives applications for more than $750,000 of new shares in aggregate, scaling may be
applied by reference to accepting Eligible Shareholders’ shareholdings at 5.00pm (NZST) on 10
September 2026.
Important dates
1

Record Date for determining eligibility of
shareholders for the SPP
5.00pm (NZST) on 10 September 2026
Opening Date of SPP 11 September 2026
Closing Date of SPP (last day for online applications
with payment)

5.00pm (NZST) on 24 September 2026, unless
extended by WasteCo
Allotment and issue of new shares 30 September 2026, and weekly thereafter if
the SPP is extended
Statements mailed By 7 October 2026, and weekly thereafter if
the SPP is extended

Additional information
Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors
are encouraged to seek appropriate professional advice before making any investment decision.
For any questions in respect of the SPP, please contact MUFG Pension & Market Services at +64 9
375 5998 or email applications.nz@cm.mpms.mufg.com. For other questions, investors should
contact their broker, financial, investment or other professional advisor.


1
Dates are subject to change and are indicative only. WasteCo reserves the right to amend this timetable
(including by extending the Closing Date) subject to applicable laws and the NZX Listing Rules. WasteCo
reserves the right to withdraw the SPP and the issue of new shares at any time before the Issue Date in
its absolute discretion.

For further information on the content of this announcement, please contact:
Sean Joyce
Chair
WasteCo Group Limited

Not for release or distribution in the United States
This market release has been prepared for publication in New Zealand and may not be released or
distributed in the United States. This market release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which
such an offer would be illegal. The securities referred to in this release have not been, and will not
be, registered under the US Securities Act of 1933 as amended (the US Securities Act) or the
securities laws of any state or other jurisdiction of the United States and may not be offered or sold,
directly or indirectly, in the United States or to persons acting for the account or benefit of a person
in the United States except in transactions exempt from, or not subject to, the registration
requirements of the US Securities Act and the securities laws of any state or other jurisdiction of the
United States. The securities to be offered and sold in the SPP may only be offered and sold outside
the United States in “offshore transactions” (as defined in Rule 902(h) under the US Securities Act) in
reliance on Regulation S under the US Securities Act.
You must not send copies of this announcement or any other material relating to the SPP to any
person in the United States or elsewhere outside New Zealand. The release, publication or
distribution of this announcement (including an electronic copy) outside New Zealand may be
restricted by law. If you come into possession of this announcement, you should observe such
restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Important Notice
This announcement does not constitute investment or financial product advice, nor is it a
recommendation to acquire new shares. It is not intended to be used as the basis for making a
financial decision, nor is it intended to constitute legal, tax, accounting or other advice. You should
make your own enquiries and investigations regarding any investment, and should seek your own
professional advice on the legal, financial, accounting, taxation and other consequences of investing
in WasteCo.
This announcement is not a prospectus, product disclosure statement or any other disclosure or
offering document under New Zealand law or any other law. This announcement is for information
purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any
jurisdiction and neither this announcement nor anything in it shall form any part of any contract for
the acquisition of new shares.

---

WasteCo Group Limited
Share Purchase Plan Offer Document
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES.
This is an important document. You should read the whole document before
deciding whether to subscribe for shares. If you have any doubts about what
you should do, please consult your broker, financial, investment or other
professional adviser.
ASTEC
Dated 11 September 2026
Apply online at wco.capitalraise.co.nz by 5:00pm (NZST) on 24 September 2026, unless extended

WasteCo Group
2
TABLE OF CONTENTS
Important information 1
Letter from the Chair about the Offer 3
Summary of Offer 4
Important Dates 5
Letter from the Chair about WasteCo 6
WasteCo – this is what we do 8
Our geographic spread of operations 9
Appointment of our new chief executive officer 10
Profitability and operational performance 11
Our turnaround plan 13
Objectives of the plan 14
WasteCo Group debt profile and intended refinancing 15
Terms and conditions 16
Directory 19

WasteCo Group
1
General information
This Offer Document has been prepared by
WasteCo Group Limited (WCO or WasteCo) in
connection with an offer of new ordinary shares in
WCO to Eligible Shareholders (New Shares) under
a share purchase plan (SPP) with the ability for
WCO to accept oversubscriptions at its discretion
(Offer).
This Offer Document is prepared in reliance upon,
and the SPP is made under, the exclusion in clause
19 of Schedule 1 of the Financial Markets Conduct
Act 2013.
This Offer Document is not a product disclosure
statement, prospectus, or other disclosure
document and does not contain all of the
information which may be required in order to
make an informed investment decision about the
Offer or WCO.
Additional information available
under continuous disclosure obligations
WCO is subject to continuous disclosure
obligations that require it to notify certain
material information to NZX for the purpose
of that information being made available to
participants in the NZX Main Board financial
product market operated by NZX.
Announcements released by WCO, including
its most recent annual report and financial
statements, are available at nzx.com under ticker
code “WCO” or at the website
wasteco.co.nz.
WCO may, during the period of the Offer,
make additional announcements to the NZX.
To the maximum extent permitted by law, no
announcement by WCO to the NZX will permit an
applicant to withdraw any previously submitted
application without WCO’s prior consent, whether
or not there has been any permissible variation of
the Offer.
WCO encourages you to read this Offer Document
and to seek investment advice from a suitably
qualified professional adviser before you consider
investing.
The market price for the New Shares may change
between the opening date, the date you apply
for New Shares under the SPP and the Issue Date.
Accordingly, the price paid for New Shares issued
IMPORTANT INFORMATION
under the SPP may be higher or lower than the
price at which Shares are trading on the NZX Main
Board at the time the New Shares are issued under
the SPP. The market price of Shares following
allotment may be higher or lower than the Issue
Price.
Offering restrictions
This Offer Document is intended for use only in
connection with the Offer to Eligible Shareholders
with a registered address in New Zealand. This
Offer Document does not constitute an offer or
invitation in any place in which, or to any person to
whom, it would not be lawful to make such an offer
or invitation.
No action has been taken to permit a public
offering of the New Shares in any jurisdiction
outside New Zealand.
The Offer may also be made and accepted in such
other places where a Shareholder satisfies WCO
that the Offer can lawfully be made and accepted.
However, shareholders in the United States are
not eligible to participate in the Offer. Similarly,
shareholders (including trustees, Custodians and
nominees) who hold Shares on behalf of persons
in the United States, or are acting for the account
or benefit of persons in the United States, are not
eligible to participate in the Offer on behalf of
those persons.
The distribution of this Offer Document (including
an electronic copy) in a jurisdiction outside New
Zealand may be restricted by law and persons who
come into possession of it (including nominees,
trustees or Custodians) should seek advice on and
observe any such restrictions.
No person may subscribe for, purchase, offer,
sell, distribute or deliver New Shares, or be in
possession of, or distribute to any other person,
any offering material or any documents in
connection with the New Shares, in any jurisdiction
unless in compliance with all applicable laws and
regulations. Without limiting the foregoing, this
Offer Document may not be sent to, distributed or
released in the United States.
This Offer Document does not constitute an offer
to sell, or a solicitation of any offer to buy, any New
Shares in the United States or in any place in which,
or to any person to whom, it would not be lawful to
make such an offer or solicitation.
Apply online at wco.capitalraise.co.nz by 5:00pm (NZST) on 24 September 2026, unless extended.

2
The offer and sale of the New Shares referred
to in this Offer Document have not been, and
will not be, registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities
Act”), or the securities laws of any state or other
jurisdiction of the United States, and, accordingly,
such New Shares may not be offered, sold or
otherwise transferred, directly or indirectly, in
the United States or to any person acting for
the account or benefit of a person in the United
States (to the extent such person is acting for
the account or benefit of a person in the United
States).
The New Shares will only be offered and sold to
persons who are not in the United States and
who are not acting for the account or benefit
of a person in the United States, in “offshore
transactions” (as defined in Rule 902(h) under
the U.S. Securities Act) in reliance on Regulation S
under the U.S. Securities Act.
WCO may refuse any application received from
a person that it does not consider eligible to
participate in the Offer.
No Guarantee
No guarantee is provided by any person in relation
to the New Shares to be issued under the Offer, or
that the Offer will proceed. Likewise, no warranty
is provided with regard to the future performance
of WCO or any return on any investment made
under this Offer Document.
Decision to participate in the Offer
The information in this Offer Document does
not constitute financial product advice or a
recommendation to acquire New Shares. This
Offer Document has been prepared without taking
into account the investment objectives, financial,
or taxation situation or particular needs or
circumstances of any applicant or investor.
Forward Looking Statements
This Offer Document contains certain statements
that relate to the future. Such forward looking
statements are not a guarantee of future
performance and involve known and unknown
risks, uncertainties, assumptions and other
factors, many of which are beyond the control
of WCO and which may cause the actual results,
performance or achievements of WCO to differ
materially from those expressed or implied by
such statements.
Under no circumstances should you regard
the inclusion of forward looking statements in
this Offer Document as a guarantee of future
performance.
The statements, although made in good faith,
involve known and unknown risks, uncertainties
and assumptions, many of which are beyond
WCO’s control.
Privacy
Any personal information provided by Eligible
Shareholders online will be held by WCO and/
or the Share Registrar at the addresses set out in
the Directory. This information will be used for
the purposes of administering your investment
in WCO and will be disclosed to third parties only
with your consent or if required by law. Under the
Privacy Act 2020, you have the right to access and
correct any personal information held about you.
Dilution effects of the Offer
Shareholders not participating in the Offer will
experience dilution to their current percentage
holding in WCO.
Changes to the dates
Subject to the Listing Rules and applicable laws,
WCO reserves the right to alter the dates set out
in this Offer Document.
Withdrawal of Offer
WCO reserves the right to cancel the Offer at
any time prior to the Issue Date, in which case
all application monies will be refunded within 5
business days of the Offer being withdrawn. No
interest will be payable on amounts refunded.
Enquiries
Enquiries about the Offer can be directed to
an NZX Firm or your financial, legal, or other
professional adviser. If you have any questions
about your entitlement, or how to apply online,
please contact the Share Registrar.
Times
All references to time in this Offer Document are
to New Zealand time.
Dollar amounts
All dollar amounts referenced in this Offer
Document are in New Zealand dollars.
Defined terms
Capitalised terms used in this Offer Document
have the specific meaning given to them in the
Glossary at the back of this Offer Document or in
the relevant section of this Offer Document.

3
Dear Shareholder,
WasteCo Group Limited (WasteCo) announced on 2 September 2026 that it was undertaking an offer of
new ordinary fully paid shares in WasteCo by a placement to selected investors, which is not underwritten
(Placement). The Placement is for up to $2,000,000 new shares (representing 285,714,285 shares) of the
same class as already quoted on the NZX Main Board of NZX Limited at a price of NZ$0.007, with the right
for WasteCo to accept a further $1,000,000 of oversubscriptions (representing 142,857,142 shares) at its
discretion.
On behalf of the Directors of WasteCo, we are pleased to offer all eligible shareholders in New Zealand the
opportunity to subscribe for new shares under a share purchase plan (SPP) and participate in WasteCo’s
growth. Eligible shareholders are invited to invest up to $50,000 in new WasteCo shares, at an issue price
of $0.007 per new share.
A total of $750,000 is being sought under the SPP, with the ability to accept oversubscriptions at
WasteCo’s discretion.
The funds raised under both the Placement and the SPP will be applied towards:
• Funding the vehicle and infrastructure required to support the new nine year, $40 million life time
value kerbside collection contract with Ashburton District Council which commences in September
2026.
• Part funding the implementation costs associated with the Turnaround Plan referenced in this
document.
• Growth capital for WCO’s existing business operations.
• General working capital needs of the group.
The SPP will be available to all shareholders registered as at 10 September 2026 as a holder of shares
in WasteCo and with an address recorded in WasteCo’s share register that is in New Zealand. Eligible
shareholders are entitled to apply for up to $50,000 of new shares under the SPP.
Eligible shareholders have until 5.00pm (NZST) on 24 September 2026 (unless extended) to apply at the
following link: wco.capitalraise.co.nz
Before making your investment decision, I encourage you to read this Offer Document which includes all
the formal terms for the SPP, as well as recent information released by WasteCo to NZX available at
nzx.com under the ticker code “WCO”.
If you are in doubt as to what you should do, you should consult your financial or professional adviser or a
NZX Broker.
Yours sincerely,
Sean Joyce
Chair
WasteCo Group Limited
LETTER FROM THE CHAIR ABOUT THE OFFER

4
SUMMARY OF OFFER
The Offer
An offer of up to NZ$50,000 of New Shares per Eligible Shareholder.
There is no minimum application amount for the Offer. The Offer is not underwritten.
Eligibility
You may participate in the Offer if at 5.00pm (NZST) on the Record Date of 10
September 2026 you are recorded in WCO’s share register as a registered holder of
Shares with a New Zealand address. You may not participate in the Offer if you are in
the United States, or to the extent you are acting for the account or benefit of a person
in the United States in relation to the Offer. Similarly, if you hold Shares on behalf of
a person who resides outside New Zealand, you may not participate in respect of that
person.
Transferability
The Offer is personal to you. It cannot be transferred to another person.
Application
amount
If you wish to participate in this Offer, you will apply for a dollar amount of New Shares,
not for a certain number of New Shares.
Eligible Shareholders can apply for New Shares up to a maximum amount of NZ$50,000.
You will receive the number of New Shares equal to the dollar amount of New Shares
you have applied for divided by the Issue Price (subject to scaling as described below).
If, once divided by the Issue Price, the dollar amount of New Shares you have applied
for (or are allocated) does not equal a whole number of New Shares, the number of
New Shares allotted to you will be rounded down to the nearest New Share. Refunds
will not be paid for any difference arising solely due to rounding or where the aggregate
amount of the refund payable to you is less than NZ$5.00.
Issue Price
NZ$0.007 per New Share.
New Shares
New Shares issued will be of the same class as (and rank equally with) existing quoted
Shares on the Issue Date.
Amount of New
Shares being
offered
WCO is accepting applications for up to 107,142,857 New Shares under the Offer,
with an ability to accept oversubscriptions at its discretion (see ‘Offer size and scaling’
below).
When to apply
Applications must be received by 5.00pm (NZST) on the Closing Date (24 September
2026, unless extended).
How to apply
Application is to be made online at wco.capitalraise.co.nz. Payment instructions will
be provided.
You should read the instructions in this Offer Document carefully.
Eligible Shareholders should make payment for the exact dollar amount applied for on
the application.
Payment for applications made online must be made by direct debit. Alternatively
Eligible Shareholders due any debt from WCO may offer to set-off some or all of their
subscription obligation against some or all of the debt due to them by notice in writing
to WCO.
To be valid, your application (and, if applicable, Custodian Certificate) and payment
must be received by the Share Registrar by 5.00pm (NZST) on 24 September 2026
(unless extended). Applications or payment received after that date will only be
accepted at WCO’s discretion. If a Custodian Certificate is required, it should be
returned in the following manner:
BY EMAIL: applications.nz@cm.mpms.mufg.com
(Please use “WCO SPP” as the subject of the email)

5
5
Receiving your
New Shares
You will receive your New Shares on or about 30 September 2026 and weekly thereafter
if the Offer is extended.
Offer size and
scaling
WCO is accepting applications for up to $750,000 of New Shares under this Offer, with
an ability to accept oversubscriptions at its discretion. If WCO receives applications for
more than this amount of New Shares in aggregate, applications may be scaled down.
If applications are scaled, WCO will scale back applications by reference only to the
number of fully paid existing Shares held by those Eligible Shareholders accepting the
Offer on the Record Date.

IMPORTANT DATES
Record Date for eligibility
5.00 pm (NZST), 10 September
2026
The date on which Eligible
Shareholders are determined.
Opening date
11 September 2026SPP opens.
Closing date
5.00pm (NZST) 24 September 2026
(unless extended)
SPP closes. Applications and
payments (by direct debit) must
be received by no later than
5.00pm.
Allotment and Issue of New
Shares
30 September 2026 (and weekly
thereafter if the Offer is extended)
Shares are allotted.
Statements mailed
By 7 October 2026 (and weekly
thereafter if the Offer is extended)
Allotment statements are
despatched to participating
shareholders within 5 business
days of the Issue Date.
Dates are subject to change and are indicative only. WCO reserves the right to amend this timetable
(including by extending the Closing Date) subject to applicable laws and the Listing Rules. WCO reserves
the right to withdraw the Offer and the issue of New Shares at any time before the Issue Date in its
absolute discretion.

WasteCo Group
6
Dear Shareholder,
I was appointed Chair of the WasteCo Board with
effect from 17 July 2026. It has been a very busy 2
months 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
Limited - an Auckland based family office that
invested $15 million in WasteCo via a convertible
note in December 2024 to assist with funding
WasteCo’s purchase of Civic Waste Limited.
In conjunction with the investment by Empire
Capital, I was appointed to the Board of WasteCo
in December 2024 and attended my first 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,
LETTER FROM THE CHAIR ABOUT WASTECO
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 let the new Board and the founders operate
the business.
To date, I have facilitated the investment of circa
$25 million of new equity or debt into WasteCo.
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 the $15
million convertible note by Empire Capital Limited.
In August, 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:
• We are carrying too much debt for a company
of its size. Quite simply, the business

7
borrowed too much 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.
• Our corporate overhead is too large for the
size of WasteCo’s business operations. I
believe that we have a structure that is more
appropriate for a business with a much larger
scale of operations.
• Our operational and financial performance
needs to be optimised and improved
significantly. We must focus on productive
labour and asset utilisation.
• We operate some very profitable business
divisions. However, we also operate several
legacy business divisions that are not core to
our fundamental business operations and are
not profitable.
• We have grown our 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”.
• Our business owns a significant number
of non-productive assets, which we are
addressing
• We are undercapitalised as a business.
The Board’s key objectives
The Board’s key objectives are to:
• Establish trust and confidence in WasteCo and
the Board.
• Make our stakeholders feel proud, excited and
confident about their investment in WasteCo.
• Work with our key suppliers and customers
and foster trust, and collaborative working
relationships.
• Implement our rigid and robust Turnaround
Plan.
• Improve operational performance and
productivity.
• Improve labour and asset utilisation within
our business.
• Improve bottom line profitability.
• Continue to challenge our long-term strategy
while management develops and executes it.
• Innovate, creating new solutions for our
customers.
• Continue to improve our health and safety
systems and frameworks.
• Continue to build a strong, committed and
focused WasteCo team.
• Divest non-productive or non-core business
divisions and assets.
• Continue to reduce debt.
• 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 plan.
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
WasteCo Group Limited

WasteCo Group
8
WasteCo Group Limited (“WCO” and “the Company”) is a diversified national waste solutions and
industrial services company. WCO provides comprehensive waste management solutions for household,
commercial, industrial and local Government customers.
Our website is at wasteco.co.nz
WCO’s earnings base is largely underpinned by the provision of essential waste services, including a
significant proportion secured by long term contracts, with geographic and sector diversification across
councils, healthcare, infrastructure, commercial and industrial customers.
With a strong emphasis on minimising the environmental impacts of waste, WCO has a successful track
record of diverting waste from landfill in Christchurch and South Canterbury.
WCO is New Zealand’s only waste solutions investment opportunity listed on the NZX.
Since listing:
• WCO has completed the acquisitions of Cleanways and related companies (“Cleanways”), Central
Suction Cleaners (“CSC”), the waste division of Bond Contracts Limited (“BCL”) and most recently Civic
Waste Limited (“Civic”).
• The Civic Waste acquisition has been transformative for WCO in that it has provided the Company
with exposure to the North Island waste and industrial services market. Previously, WCO’s operations
had been restricted to the South Island.
• WCO has grown its revenues from $19 million in FY 2022 to $70.3 million in FY 2026.
Diverse geographic spread and revenue streams
A strength of WCO is its geographic presence throughout New Zealand together with the diversity of
revenue streams through the different waste management and industrial solutions WCO provides to its
customers.
WCO is a leading boutique provider of essential waste services in New Zealand with a significant portion of
the WCO group’s income derived from long-term contracts and is recurring.
It is also noted that:
• Many of WCO’s customers are considered essential and include local Government and large corporate
customers which have consistent waste solution requirements.
• WCO operates one of only a few medical and quarantine waste treatment, remediation, and disposal
services in New Zealand.
WASTECO – THIS IS WHAT WE DO

9
WCO has the following operations throughout New Zealand:
OUR GEOGRAPHIC SPREAD OF OPERATIONS
Auckland, Hamilton and Wellington
(via the Civic acquisition in December 2024)
• Waste collection and industrial services
to commercial, industrial and municipal
clients
Nelson / Marlborough
• Sweeping
• Industrial Services
Canterbury
• Waste Collection
• Bin & Skip Rentals
• Sweeping
• Industrial Services
• Event & General Waste Sorting & Diversion
• Medical & Quarantine Services
South Canterbury
• Waste Collection
• Bin & Skip Rentals
• Industrial Services
• Ship Hold Cleaning Specialists
Otago
• Waste Collection
• Bin & Skip Rentals
• Industrial Services
• Medical & Quarantine Services
• Landfill Management
Central Otago
• Waste Collection
• Bin & Skip Rentals
• Industrial Services
Southland
• Industrial Services
• Residential and Commercial Waste
• Liquid Waste
• Delivery of Fresh Water
• Transfer Station Management
The opportunity
The New Zealand waste and industrial services market is a fragmented sector. There are many small and
medium-sized enterprises participating in this market. Often these businesses are generating revenues of
between $5 and $20 million. Among these businesses will be perfect acquisition targets for WCO.
WCO is well positioned to acquire small and medium sized enterprises in the waste, refuse and industrial
services sector, where they are identified as suitable targets. Being listed on the NZX Main Board provides
WCO with an opportunity not afforded to many potential buyers, given WCO is able to source investment
capital readily, and also enables WCO to offer vendors of businesses the opportunity to take scrip issued
by WCO as part payment for the purchase price of any new businesses acquired.
There is an immediate opportunity for WCO to grow in part through a focused and disciplined acquisition
strategy. WCO’s short term goal is to have grown its revenues (on an annualised basis) to $85 million by
the end of FY 2028.
Acquisition opportunities offer WCO significant scalability and synergy value.

WasteCo Group
10
Critical to the implementation of the improvement of our operational and financial performance is the
appointment of a new permanent CEO.
We are delighted to advise that we have just appointed Brian Cohalan as our new permanent CEO. Brian
brings with him a deep understanding of, and experience within the waste industry and the collateral
skill sets that the WasteCo Board believes will complement the WasteCo senior leadership team and add
enormous value to WasteCo from both an operational and financial perspective.
Brian’s experience in the waste sector runs deep through his work in the Australian waste industry which is
directly transferable to the New Zealand waste sector.
During a period of 17 years Brian held senior roles with the following significant waste and environmental
solutions businesses in Australia:
• Sita Environmental Solutions State General Manager for Queensland and Northern Territories.
• Sita/CEC Environmental Solutions Joint Venture Chief Executive Officer.
• Cleanaway (a division of Brambles Australia) - State Manager for South Australia and Northern
Territories, together with other senior leadership roles.
Most recently Brian has held the role of Managing Director at Glidepath, and subsequently as Vice
President of Alstef Group for the APAC Region following Alstef’s acquisition of Glidepath in 2023.
The WasteCo Board is delighted to have secured the services of Brian and are proud to have Brian lead the
WasteCo team on its transformation and turnaround.
APPOINTMENT OF OUR NEW CHIEF EXECUTIVE OFFICER

11
OUR FOCUS IS ON IMPROVING PROFITABILITY AND
OPERATIONAL PERFORMANCE
What have we achieved during this challenging period?
During the last 12 months:
• WCO has commenced a sweeping operational and commercial restructure and “cut its cloth”
according to the “new” economy we find ourselves operating within. There is still more work to be
done in refining the operational and financial structure of the business, but good progress has been
made. Significant savings will be achieved through this restructure.
• WCO started the replacement of specialised vehicles in the hydro-excavation/industrial services
sector by obtaining new or near new operating equipment. We operate these at higher margins due
to higher productivity being achieved.
• WCO set up a new state of the art Medical and Quarantine (“M&Q”) waste transfer facility in
Cromwell. This MPI approved secure facility increases WCO’s capacity to handle M&Q waste in a
core growth region of New Zealand.
• We secured a long term (nine year) contract with the Ashburton District Council to deliver waste
management services across the district. This will commence in September 2026.
• WCO has invested in modernising technology and computing systems in order to automate many
processes, reduce cost and enhance business operations.
WCO grew the size and scale of the business revenues significantly from $48 million in FY 2024 to
$56 million in FY 2025 and then to $70.3 million in FY 2026. This growth was achieved through a
combination of organic business growth and acquisitions.
Why is our financial performance below par?
Notwithstanding that our revenue growth was pleasing, the underlying financial performance of
the business was very disappointing as we incurred a significant loss in FY 2026. Much of this poor
performance can be put down to:
• The difficult prevailing economic market conditions in New Zealand.
• A combination of increased interest rates, holding too much debt on the books, increased labour
and fuel costs, a failure to fully optimise the utilisation of WCO’s business assets, delays in passing
on increased costs to WCO customers, and poor labour and asset utilisation.
• Failure to recognise the economic issues that WCO was facing and were too slow to move to arrest
some of the negative trends that were developing within the economy generally and within WCO’s
own business specifically.
• Reliance on too many external advisers.
• The costs associated with having to reboot our entire health and safety system due to several
terrible health and safety events that occurred during the last 12 months.
• A lack of discipline in reigning in costs and exiting non-productive/loss making business divisions and
assets.

WasteCo Group
12
What are we doing to optimise the operational and financial performance of the
Company?
We have adopted and are in the process of implementing an aggressive turnaround plan, details of which
are provided in the next section of this document.
The WCO Board and the senior executive team are absolutely focused on optimising the financial
performance of the Company.

13
During the course of the last calendar month the Board and the senior leadership team have developed a
comprehensive Turnaround Plan (“Plan”) as part of the transformation of the WasteCo business.
The focus of our Plan is as follows:
• The ruthless execution and implementation of the Plan.
• The appointment of a new Chair to lead the Board and to execute and ensure success of the Plan. This
initiative has been implemented with the appointment of Sean Joyce as our new Chair in July.
• Appointing a new permanent CEO. This initiative has been implemented with the appointment of
Brian Cohalan as our new CEO as of 31 August.
• Introducing new equity into the business.
• Implementing rigid cost controls within our business. This initiative is well underway and restructuring
has already commenced in the business within the last few weeks.
• Winding down poor performing business divisions and either disposing of those divisions as going
concerns (or asset sales) or reallocating those assets to other more profitable divisions within the
WasteCo group.
• Selling non-core and under-utilised equipment that is surplus to our core requirements.
• Developing strategic relationships with other industry players and competitors.
• Improving operational performance and in particular labour and asset utilisation.
• Increasing revenues whilst maintaining and/or improving margin.
• The provision of efficient, reliable and accountable operations to our customers and ensuring
customer retention.
• Continuing to improve our health and safety regime to ensure all of our staff go home safe and
healthy each day.
• Improving our labour and asset utilisation.
• Quietening the noise in the media and the market and improving relationships with our key
stakeholders including shareholders who have been vocal in their dissatisfaction of our performance,
customers and suppliers. Our new Chair has spent considerable time with one of our founder
shareholders who has previously expressed publicly their displeasure with WCO’s performance. Our
discussions have been constructive and pleasant to date, and we look forward to maintaining an
open channel of dialogue with this shareholder in the future. The “noise” in the media has subsided
consequently. Recent media regarding the appointment of our new CEO and the restructuring has
been quite favourable, fair and positive.
There is no singular silver bullet to turning around the fortunes of a business, but instead a vast number of
silver bullets that must be deployed to achieve a successful turnaround. The vast majority of the cost out
and divestment initiatives will be underway within 60 days.
OUR TURNAROUND PLAN

WasteCo Group
14
OBJECTIVES OF THE PLAN
The objectives of the Plan are to:
• Reduce the annualised cost base of WasteCo NZ Limited by circa $5 million through structural
rationalisation, contract exits, premises rationalisation, and less reliance on external professional
advisers.
• Proceed with the divestment of non-core business divisions and those assets that are surplus to our
commercial requirements which presents a strategic debt-reduction opportunity which we anticipate
will realise between $10 million and $12 million in sale proceeds.
• Introduce new equity into the business to be deployed for working capital for the business. We have
recently received several unsolicited approaches from significant third-party investor groups who have
expressed an interest in taking a meaningful interest in WCO. These discussions are at early stages
and cannot currently be quantified, or any assurance given that they will correlate to new investment
in the Company, but it is reassuring to be approached by investors wishing to explore a strategic
investment in our business.
We are focused intently on improving operational efficiencies and performance within our business.
The Board and the senior executive team are working collaboratively on this important workstream. We
believe that the implementation of this strategy will improve our financial performance and that improved
performance will ultimately be reflected in our share price.
THE ENGAGEMENT OF AN IMPLEMENTATION TEAM TO EXECUTE AND IMPLEMENT THE
PLAN
The key to the effectiveness of any plan or strategy is the execution of that plan or strategy. We are
singularly focused on the implementation and execution of our Plan.
The Board has formed an Implementation Team (“Team”) to execute the Plan.
This Team comprises a combination of internal resource and external resource with strategic skills to assist
the business in ensuring the Plan is successfully implemented in short order.
A FOCUS ON THE RUTHLESS EXECUTION AND IMPLEMENTATION OF THE PLAN
The focus of the Team is the ruthless implementation of the Plan, including:
• Laser like focus.
• No excuses.
• No delays.
• No obstacles.
• Implementation at all costs.

15
As at 31 March 2026, the WasteCo 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 group recently entered into a working capital funding arrangement with PFNZ Limited, trading
as Pacific Invoice Finance, 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.
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.
• $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.
WasteCo is currently actively managing its trade creditors while progressing its balance sheet restructure.
WasteCo continues to evaluate its optimum debt financing structure and is exploring a refinance of its
senior facilities and will consider further refinancing convertible note funding or variations thereto in due
course.
WASTECO GROUP DEBT PROFILE AND INTENDED
REFINANCING

WasteCo Group
16
1. Important Information and Important Dates
The Important Information and Important Dates
sections above form part of these terms and
conditions.
2. Eligible Shareholders
Joint holders of Shares are taken to be a single
registered holder of Shares for the purposes of
determining whether they are an Eligible Shareholder
and any certification provided is taken to have been
given by all of them.
If you are an Eligible Shareholder, your rights under
this Offer are personal to you and you may not
transfer them.
The Offer may be made and accepted in jurisdictions
outside of New Zealand where a Shareholder satisfies
WCO that the Offer can lawfully be made and
accepted.
WCO reserves the right not to extend the Offer
to Eligible Shareholders in a jurisdiction outside
New Zealand in circumstances where it considers
that so extending the Offer may breach the legal
requirements of that jurisdiction.
3. Issue Price and Number of Shares
The Issue Price for New Shares under the Offer is
NZ$0.007 per New Share.
If you are an Eligible Shareholder you may:
i. Full application: Subscribe for an amount of New
Shares that amount to NZ$50,000.
ii. Specified application: Subscribe for any amount
of New Shares as specified by you that does not
exceed NZ$50,000.
iii. No application: Do nothing and your ability to
apply for New Shares under this Offer will lapse.
The market price of the Shares may change between
the date this SPP opens, the date you apply for New
Shares under the SPP and the date on which New
Shares are allotted to you. As a result, the Issue Price
may be higher, equal to or lower than the price at
which WCO’s Shares are trading on the NZX Main
Board at the time the New Shares are allotted to you.
There is no certainty that New Shares will trade at
or above the Issue Price following the issue of New
Shares under the SPP. Therefore, you should seek
your own financial advice in relation to this SPP and
your participation under it. The current Share market
price is quoted on the NZX website: nzx.com.
Further information about WCO, including its most
recent financial statements, can be obtained from
TERMS AND CONDITIONS
WCO’s website: wasteco.co.nz. You may obtain,
free of charge, the most recent annual report and
financial statements of WCO by contacting WCO
(for details, please refer to the Directory). You
are also recommended to monitor WCO’s market
announcements through the NZX website.
4. Custodians
Any Eligible Shareholder that:
i. is a trustee corporation or a nominee company
and holds Shares in WCO by reason only of acting
for another person in the ordinary course of
business of that trustee corporation or nominee
company; or
ii. holds Shares in WCO by reason only of being a
bare trustee of a trust to which the Shares are
subject,
is a custodian (Custodian) under this Offer.
A separate application must be completed for each
beneficial owner for whom a Custodian is acting.
WCO will treat each such application as a separate
application despite them all being in the name of the
Custodian.
If a Custodian applies to purchase New Shares on
behalf of a beneficial owner, the Custodian must
certify to WCO in writing that:
a. the Custodian holds Shares directly or indirectly
as a Custodian for beneficial owners;
b. the beneficial owner on whose behalf the
Custodian is submitting the application is not
making an application themselves as an Eligible
Shareholder for New Shares under this Offer, and
no other Custodian is submitting an application
under this Offer for that beneficial owner;
c. the beneficial owner has instructed the
Custodian to apply for, and accept, under the
Offer the dollar amount of New Shares set out in
the application; and
d. the Custodian is not participating in the Offer
in respect of any beneficial owner in the United
States.
5. Applications
Eligible Shareholders may apply to purchase up to
$50,000 of New Shares under the Offer. There is
no minimum application under the Offer. Eligible
Shareholders may only make one application. This
applies to all Eligible Shareholders, including those
who receive more than one offer under the Offer (for
example, because they hold Shares in more than one
capacity).

17
Application monies received will be held in a
trust account with the Share Registrar until the
corresponding New Shares are allotted or the
application monies are refunded. All interest earned
on the application monies will be retained by WCO.
Any refunds of application monies will be made
within 5 business days of the Issue Date (or such
earlier date that the decision not to proceed with the
Offer is made).
6. Applying and paying for New Shares
To participate in the Offer you must complete an
application and provide payment in accordance with
the instructions on the online application platform.
You will require your CSN / Holder Number and
Entitlement Number to apply online.
7. Discretion to accept or reject applications
WCO has complete discretion to accept or reject your
application to purchase New Shares under the Offer,
including (without limitation) if:
• your direct debit is dishonoured;
• WCO believes that you are not an Eligible
Shareholder;
• your application is received after the Closing
Date; or
• WCO considers that your application does not
comply with these terms and conditions.
No interest will be paid on any application monies
returned to you. Any refunds for whatever reason
will be paid to you by direct credit to your bank
account within 5 business days of the Issue Date.
8. Significance of applying
If you apply to purchase New Shares under the Offer,
by completing and returning an application:
• your application, on these terms and conditions,
will be irrevocable and unconditional;
• you certify that you are an Eligible Shareholder
entitled to apply for New Shares;
• you acknowledge that the Offer may not
proceed;
• you certify that acceptance of your application
will not be, or cause, a breach of any law in any
jurisdiction;
• you authorise WCO (and its officers or agents)
to correct any error in, or omission from, your
application;
• you acknowledge that WCO may at any time
irrevocably determine that your application
is valid, in accordance with these terms and
conditions, even if the application is incomplete,
contains errors or is otherwise defective;
• you acknowledge that none of WCO, its advisers
or agents has provided you with investment
advice or financial product advice;
• you acknowledge that WCO is not liable for any
exercise of its discretions referred to in these
terms and conditions; and
• you irrevocably and unconditionally agree to
these terms and conditions.
9. The New Shares
New Shares issued under the Offer will rank equally
with, and have the same rights as, existing fully paid
Shares in WCO.
The New Shares have been accepted for quotation
on the NZX Main Board. However, NZX accepts
no responsibility for any statement in this Offer
Document.
The issue of New Shares under the Offer is
undertaken in accordance with the Listing Rules
on the basis that, for all Eligible Shareholders, in
accordance with the requirements in the Listing Rules
in respect of share purchase plans:
i. the consideration payable for the New Shares
issued under all of WCO’s share purchase plans
conducted in reliance on Listing Rule 4.3.1
(Pro-rata issues and Share Purchase Plans),
other than any share purchase plan that has
been ratified by an ordinary resolution of WCO’s
shareholders, does not in any 12 month period
exceed NZ$50,000 per registered holder (or, in
the case of Shares held through a Custodian,
each beneficial owner);
ii. the aggregate number of New Shares issued to
Eligible Shareholders in reliance on Listing Rule
4.3.1 (Pro-rata issues and Share Purchase Plans)
does not exceed 10% of the Shares already on
issue at the time of the Offer;
iii. the consideration payable for each New Share
offered does not exceed that payable by the
participants under the placement announced by
WCO on 2 September 2026; and
iv. if the SPP is oversubscribed, all oversubscriptions
are accepted (subject to paragraphs (i) and (ii)
above or such lower limits contained in this Offer
Document) or oversubscriptions will be scaled
according only to the number of fully paid Shares
carrying votes held by those accepting the Offer
on the Record Date.
10. Scaling
WCO is accepting applications for up to $750,000 of
New Shares in aggregate, with the ability to accept
oversubscriptions at WCO’s discretion.
If WCO receives applications that, in aggregate, are

WasteCo Group
18
for more than $750,000 of New Shares, applications
may be scaled down. Where scaling occurs, WCO
will scale back applications by reference only to the
number of fully paid existing Shares held by those
Eligible Shareholders accepting the Offer on the
Record Date.
If your application is scaled, your application monies
will be greater than the value of the New Shares you
will be allotted. The difference will be refunded to
you by direct credit to your bank account (held by the
Share Registrar) within 5 business days of the Issue
Date. If you have not provided your bank account,
the refund payment will be withheld until your bank
account details are provided. No interest will be paid
on any application monies returned to you. Refunds
will not be paid for any difference arising solely due
to rounding or where the aggregate amount of the
refund payable to you is less than NZ$5.00.
11. Amendments to Offer
Notwithstanding any other term or condition of the
Offer, WCO may, at its discretion:
• make non-material modifications to the Offer on
such terms and conditions as it thinks fit; and/or
• suspend or terminate the Offer at any time prior
to the issue of the New Shares under the Offer. If
the Offer is terminated, application monies will
be refunded to applicants without interest within
5 business days of the termination.
WCO reserves the right to waive compliance with any
provision of these terms and conditions, which will
be done in accordance with New Zealand law and the
Listing Rules.
WCO will notify NZX of any waiver, amendment,
variation, suspension, withdrawal or termination of
the Offer.
12. Quotation of New Shares
The New Shares will be quoted on the NZX Main
Board, and WCO will take any necessary steps
to ensure this occurs. The NZX Main Board is a
licensed market operated by NZX Limited, which
is a licensed market operator regulated under the
Financial Markets Conduct Act 2013. NZX accepts
no responsibility for any statement in this Offer
Document.
It is expected that you will be able to commence
trading the New Shares allotted to you under the SPP
on the NZX Main Board on the Issue Date (being 30
September 2026, and weekly thereafter if the Offer is
extended).
13. Governing Law
These terms and conditions shall be governed by
and construed in accordance with the laws of New
Zealand.
14. Dispute resolution
If any dispute arises in connection with the Offer, WCO
may settle it in any manner it thinks fit. It may do so
generally or in relation to any particular Shareholder,
applicant, application or Share. WCO’s decision will be
final and binding.
15. Glossary
“Closing Date” means 5.00pm (NZST) on 24 September
2026, unless extended.
“Custodian” has the meaning given to it in paragraph 4
of these terms and conditions.
“Eligible Shareholder” means a Shareholder who, at
5.00pm on the Record Date, was recorded in WCO’s
share register as a registered holder of Shares with a
New Zealand address, provided such Shareholder is not
in the United States and is not acting for the account or
benefit of a person in the United States (or, in the event
such Shareholder is acting for the account or benefit of
a person in the United States, it is not applying for or
acquiring New Shares for, or for the account or benefit
of, that person).
“Issue Date” means 30 September 2026 and weekly
thereafter if the Offer is extended.
“Issue Price” means NZ$0.007 per New Share.
“Listing Rules” means the NZX Main Board Listing
Rules.
“New Share” means an ordinary share in WCO offered
under the Offer and of the same class (and ranking
equally in all respects with) WCO’s quoted existing
Shares at the time of the issue of the New Shares.
“NZX” means NZX Limited.
“NZX Main Board” means the main board equity
security market operated by NZX.
“Offer” means the offer of New Shares under the SPP.
“Offer Document” means this document.
“Record Date” means 5.00pm (NZST) 10 September
2026.
“Share” means one ordinary fully paid share in WCO.
“Share Registrar” means MUFG Pension & Market
Services.
“Shareholder” means a registered holder of Shares on
issue.
“SPP” means the share purchase plan detailed in this
Offer Document.
“WCO” or “WasteCo” means WasteCo Group Limited
(NZX:WCO | NZBN: 9429031299855).
All references to time are to New Zealand time,
references to currency are to New Zealand dollars, and
any references to legislation are references to New
Zealand legislation unless stated or defined otherwise.

19
ENQUIRIES
Enquiries about this Offer should be directed
to an NZX Firm or your financial or legal
adviser.
WASTECO GROUP LIMITED
Registered Office:
c/- Nigel Franklin
16 Branston Street, Hornby
Christchurch, 8042
New Zealand
Website: wasteco.co.nz
DIRECTORS
Sean Joyce – Non-executive Chair
Neil McAra – Independent Director
Sara Lunam – Independent Director
DIRECTORY
1
Includes insurance proceeds of $210,000.
Apply online at wco.capitalraise.co.nz by 5:00pm (NZST) on 24 September 2026, unless extended
LEGAL ADVISERS
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
SHARE REGISTRAR
MUFG Pension & Market Services
Level 30
PwC Tower

15 Customs Street West
Auckland 1010
New Zealand
+64 9 375 5998
If you have any queries about your
entitlements, please contact the Share
Registrar at +64 9 375 5998
or email
applications.nz@cm.mpms.mufg.com
ASTEC