WasteCo Group – SPP

WasteCo Group Limited
Investor Presentation
August 2023

Important Notice and Disclaimer
2
This presentation contains summary information about WasteCo and its activities that is current as at the
date of this presentation.
Information of a general nature
The information in this presentation is of a general nature and does not purport to be complete nor does it
contain all the information which a prospective investor may require in evaluating a possible investment in
WasteCo or that would be required in a product disclosure statement for the purposes of the New Zealand
Financial Markets Conduct Act 2013 (FMCA). WasteCo is subject to a disclosure obligation that requires it
to notify certain material information to NZX Limited (NZX) for the purpose of that information being made
available to participants in the market and that information can be found by visiting
www.nzx.com/companies/
WCO. This presentation should be read in conjunction with WasteCo'sother
periodic and continuous disclosure announcements released to NZX.
Proposed Offer
This presentation has been prepared by WasteCo Group Limited (WasteCo) in relation to a proposed offer of
new shares in WasteCo by way of a share purchase plan under Listing Rule 4.3.1 (c) to New Zealand based
shareholders in reliance on clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (Offer).
Notwithstanding the proposed Offer, this presentation is for information purposes only and is not an invitation
or offer of securities for subscription, purchase or sale in any jurisdiction. WasteCo reserves the right not to
proceed with the Offer, to vary the dates of the Offer or to withdraw the Offer without prior notice.
Not financial product advice
This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a
recommendation to acquire WasteCo securities, andhas been prepared without taking into accountthe
objectives, financial situation or needs of investors. Before making an investment decision, prospective
investors should consider the appropriateness of the information having regard to their own objectives,
financial situation and needs and consult a financial adviser, solicitor, accountant or other professional
advisor if necessary.
Forward-looking statements
This presentation may contain forward-looking statements that reflect WasteCo’scurrent views with respect
to future events. Forward-looking statements, by their very nature, involve inherent risks and uncertainties.
Many of those risks and uncertainties are matters which are beyond WasteCo'scontrol and could cause
actual results to differ from those predicted. Variations could either be materially positive or materially
negative. The information is stated only as at the date of this presentation. Except as required by law or
regulation (including the NZX Listing Rules), WasteCo undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise. To the
maximum extent permitted by law, the directors of WasteCo, WasteCo and any of its related bodies
corporate and affiliates, and their respective officers, partners, employees, agents, associates and advisers
do not make any representation or warranty, express or implied, as to the accuracy, reliability or
completeness of such information, or the likelihood of fulfilment of any forward-looking statement or any
event or results expressed or implied in any forward-looking statement, and disclaim all responsibility and
liability for these forward-looking statements (including, without limitation, liability for negligence).
Financialdata
All dollar values are in New Zealand dollars unless otherwise stated.
This presentation should be read in conjunction with, and subject to, the explanations and views of future outlookon
market conditions, earnings and activities given in the announcements on 30 June 2023 relating to the financial
results for the year ended 31 March 2023.
Effectofrounding
Anumberoffigures,amounts,percentages,estimates,calculationsofvalueandfractionsinthis presentation
aresubjecttotheeffectofrounding.Accordingly,theactualcalculationofthesefiguresmaydifferfromthe
figuressetoutinthispresentation.
Past performance
Investors should note that past performance, including past share price performance, cannot be relied upon
as an indicator of (and provides no guidance as to) future WasteCo performance, including future financial
position or share price performance.
Investment risk
An investment in securities of WasteCo is subject to investment risk and other known and unknown risks,
some of which are beyond the control of WasteCo. WasteCo does not guarantee any particular returnor the
performance of WasteCo shares.
Distribution of presentation
This presentation may not be reproduced in any form or further distributed to any other person, passed on,
directly or indirectly, to other person, or published, in whole or in part, for any purpose. Additionally, this
presentation must not be distributed in any jurisdiction outside New Zealand in circumstances in which the
distribution of this presentation would be unlawful. The distribution of this presentation in jurisdictions outside
New Zealand maybe restricted by law, and persons into whose possession this presentation comes should
observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities
laws. None of WasteCo, any person named in this presentation or any of their affiliates accept or shall have
any liability to any person in relation to the distribution or possession of this presentation from or in any
jurisdiction.
No offer in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute
an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Any shares
described in this presentation have not been, and will not be, registered under the US Securities Act of 1933,
as amended, or the securities laws of any state or other jurisdiction of the United States, and may not be
offered or sold in the United States except in transactions exempt from, or not subject to, registration under
the US Securities Act of 1933, as amended, and applicable US state securities laws.
Disclaimer
None of WasteCo or WasteCo'sadvisers (including the lead manager for any offer of WasteCo securities) or
any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and
agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this
presentation and, except to the extent referred to in this presentation, none of them makes or purports to
make any statement in this presentation and there is no statement in this presentation which is based on any
statement by any of them.
To the maximum extent permitted by law, none of WasteCo and its advisers (including the lead manager for
any offer of WasteCo securities), affiliates, related bodies corporate, nor their respective directors, officers,
partners, employees and agents makes any representation or warranty, express or implied, as to the
currency, accuracy, reliability or completeness of information in this presentation and none of them shall
have any liability (including for negligence) for:
•any errors or omissions in this presentation; or
•any failure to correct or update this presentation, or any other written or oral communications provided
in relation to this presentation; or
•any claim, loss or damage (whether foreseeable or not) arising from the use of any information in, or
omitted from, this presentation or otherwise arising in connection with this presentation or the
information contained in, or omitted from, it.
Acceptance
By receiving this presentation, you acknowledge and accept the above terms.

•WasteCo Group Limited (“WasteCo”) is a leading South Island waste solution company, processing and diverting liquid and solid waste
from landfill. It provides comprehensive solutions for household, commercial, industrial and local authority customers.
•WasteCo’searnings base is largely underpinned by the provision of essential waste services, including a significant proportion securedby
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, WasteCo has a successful track record of diverting over40% of
waste from landfill and is currently the only NZ waste company certified with ToituEnviromarkdiamond certification.
•Following its reverse listing on the NZX in late 2022, WasteCo has grown to a current market cap of ~$53m and is New Zealand’s only
waste services investment opportunity listed on the NZX.
•Since listing, WasteCo has completed the acquisitions of Cleanwaysand related companies (“Cleanways”) and Central Suction Cleaners
(“CSC”).
•WasteCo has now entered into a conditional agreement to acquire the waste collection business of Southland-based Bond Contracts
Limited (“BCL”) for a total purchase price of $8.775m. BCL provides waste collection services and operates transfer stations under a
contract with the Invercargill City Council, Gore District Council and Southland District Council (together referred to as the “WasteNet
Councils”). The contract runs until June 2027.
•The BCL transaction remains conditional on WasteNet Councils’ approval for the transfer of the existing BCL contract to WasteCo as well
as other conditions usual for a transaction of this nature.
•Following the $4.3m private placement completed on 13 June 2023, WasteCo is now offering up to $2.5m of newly issued ordinary shares
to WasteCo’s existing New Zealand shareholders under an underwritten Share Purchase Plan (“SPP”) in conjunction with an additional
placement of $0.5m (together the “Equity Raising”).
•The issue price for the underwritten SPP is a fixed price of $0.065 per new share (the same price as under the June placement) with a
maximum application of up to $15,000 per shareholder. The WasteCo Board reserves the right to accept oversubscriptions under the SPP.
•The funds raised through the Equity Raising will provide WasteCo with the scope and flexibility to grow the existing business through the
various contract partnership and / or acquisition opportunities currently available, including partially funding BCL.
•On 30 June WasteCo reported its audited FY23 financial results for the year to 31 March 2023:
-FY23 Revenue of $34.4m, up 83% on FY22*.
-FY23 Operating EBITDA of $5.6m, up 73% on FY22*.
-Total assets of $43.1m and net debt of $20.3m.
•On a pro forma basis and assuming 12 months of ownership to 31 March 2023 for each of Cleanways, CSC and BCL, WasteCo would have
delivered revenue in excess of $50m and operating EBITDA of approximately $10m.
1
Overview
Capital
Raising
Financial
Summary
Executive Summary
3
* All comparative figures shown relate to the financial performance of the WasteCo business for the year ended 31 March 2022, which is prior to the reverse listing transaction.
1. See page 12 for how the FY23 pro forma financial information was determined.

Company Overview

A Leading Independent Waste Services Provider in the
South Island
5
WasteCo is a leading South Island waste solution company, processing and diverting solid waste from landfill. It
provides comprehensive solutions for household, commercial, industrial and local authority customers.
RegionServices
Nelson / Malborough•Sweeping
•Industrial Services
Canterbury•Waste Collection
•Bin & Skip Rentals
•Sweeping
•Industrial Services
•Event & General Waste Sorting & Diversion
•Medical & Quarantine Services
•Waste Audits & Training
South Canterbury•Waste Collection
•Bin & Skip Rentals
Otago•Waste Collection
•Bin & Skip Rentals
•Industrial Services
•General Waste Sorting & Diversion
•Medical & Quarantine Services
•Waste Audits & Training
•Landfill Management
Central Otago•Waste Collection
•Bin & Skip Rentals
•Industrial Services
Southland •Industrial Services
Nelson / Malborough
Canterbury
South Canterbury
Otago
Southland
Central Otago

Solid Waste Services
6
WasteCo provides a full suite of solid waste services from collections for Councils to waste solutions for the
commercial and industrial sectors
Hook Bins
Primarily used for large quantities of
general and demolition waste and
hardfill
Gantry Bins
Open top waste bins for large
volumes of waste in various sizes,
for building sites, home clearances
and various other uses
Front Load Bins
Secure bins which are protected
from pests and wind. Easy to use
and transport on site
Wheelie Bins
Compact bins for smaller spaces,
indoor use and high frequency of
emptying
Event Services
WasteCo serves hundreds of events across the South Island,
helping organisations improve their waste diversion by up to
80%+ with our waste collection and diversion process
Sort Centre
The purpose-built sorting facility on 15 Kilronan Place
operates almost 24/7 in Christchurch and can process up to
170 tonnes per day. This facility undergoes constant
development and changes to improve diversion and take
advantage of technology and new partners

Liquid Waste Services
7
Professional, certified and trusted, WasteCo’s team of specialists take on the toughest industrial cleaning and
environmentally hazardous jobs, whilst ensuring hazardous waste is appropriately treated and disposed.
Sweeping, Scrubbing and
Spills
•Road Sweeping
•Dust-free Sweeping
•Concrete Floor Scrubbing
•24hr Spill Response
Jetting, Blasting &
Demolition
•Specialist Industrial High
Pressure Water Jetting
•Hydro Demolition
•Critical Hygiene High
Pressure Water Jetting
•Dry Ice Blasting
Suction and Other Cleaning
Services
•Hydro-excavation
•Vacuum Loading
•Sump Cleaning
•Air Excavation
Quarantine Biosecurity
Waste
•The steam sterilisation
autoclave in Christchurch
treats medical, clinical &
controlled waste for the
medical industry
•MPI approved treatment for at-
risk quarantine goods
•One of the only two providers
in NZ
YES
WasteCo prides itself on saying “yes” and finding sustainable solutions for customer challenges which are both commercially viable and
good for the environment. A recent example:
•Following the fire at Christchurch City Council’s Bromley waste water treatment plant, WasteCo safely removed 25,000m
3
of
hazardous waste to landfill on time and through innovative solutions developed.

Defensive Earnings Characteristics
8
WasteCo is a leading provider of essential waste services in the South Island with a significant portion of the Group’s
income derived from long-term contracts with Councils and large commercial customers.
Some of our trusted clients include:
Over 40% of FY23 revenue was contracted and
recurring.
A combined weighted average contract term of
5+ years.
Many of WasteCo’s customers are considered
essential and include local authorities and
large corporate customers which have
consistent waste solution requirements.
WasteCo operates as one of only a few
medical and quarantine waste treatment,
remediation and disposal providers in New
Zealand.

WasteCo is a leader in the diversion of waste from landfill and provides continuously improving outcomes for both
Council and Commercial customers. WasteCo’s purpose-built sorting facility in Christchurch has capacity to process
up to 170 tonnes of waste per day.
Prioritising of Sustainable Outcomes
9
Over 20,000T p.a. of waste
diverted from landfill
Continuous development and
use of new waste
management technology
Over 40% of WasteCo’s
incoming waste is diverted
from landfill
WasteCo is proud to be New
Zealand’s only diamond certified Toitū
Enviromarkwaste solutions provider,
consistently delivering sustainable
outcomes and pioneering
environmental stewardship.
3,600m
2
Sorting facility
in Christchurch

Growth Strategy
10
WasteCo is well positioned to target a number of attractive growth opportunities in existing and adjacent industry
segments and geographies in our target to achieving $100m revenue by the end of 2027. Consolidation opportunities
continue to offer significant scalability and synergy value.
Continued Organic Growth in
Waste Services
1
Further Investment in Plant
and Infrastructure
2
Geographic Expansion
3
Targeted and Disciplined
Acquisition Strategy
4
•Economic growth and
increased waste volumes.
•Pipeline of waste contracting
opportunities.
•Expansion into adjacent
services.
•Significant opportunity to
obtain additional market share
in industrial services across
the rural sector.
•Increased investment in
diversion capabilities –
including ability to service
new contract wins.
•Expansion of Christchurch
sorting facility.
•Establish further network of
strategically located sorting
facilities to support growth
opportunities.
•New high pressure water
blasting investment.
•Industry leading hydro-
excavation.
•Significant further
opportunities within South
Island which remains the core
focus.
•Expansion into Central Otago,
Southland and upper South
Island now completed.
•Collections across South
Island with diversion in
Christchurch.
•Longer-term expansion goal
into the North Island, through
acquisition or organically.
•Fragmented industry presents
significant number of
consolidation opportunities.
•Value arbitrage between
private transaction multiples
and listed multiples supported
by strong infrastructure
investor sector interest due to
defensive earnings.
•Identified a number of
strategic acquisition targets
across both liquid and solid
waste services.
•Track record of successfully
integrating acquisitions.
•Established acquisition criteria
with expectation that
acquisitions will deliver
significant synergies.

Completed Acquisitions
11
WasteCo has completed over 10 acquisitions since the business was established in 2013 with a demonstrable track
record of identifying, executing and integrating complementary businesses. The WasteCo Group is dedicated to
accelerating growth via acquisitions and continues to actively pursue a range of additional opportunities.
Settled 1
st
June 2023
Completed Acquisition of Cleanwaysand related entities, Enviro
South and WastechServices (Central Otago) for NZ$7.35m
Cleanways, Enviro South are based in Invercargill. Wastech (Central
Otago) is based in Cromwell and operates throughout the Central Otago
Region providing the following services:
Settled 1
st
March 2023
Completed Acquisition of Nelson-based Central Suction Cleaners
business and assets
CSC delivers a broad range of innovative and sustainable sweeping and
waste management solutions. They have a long-standing reputation for
providing high quality sweeping and liquid waste solutions and WasteCo
is committed to preserving that legacy and expanding capabilities.
The acquisition will enable WasteCo to leverage CSC's extensive
experience in street sweeping, road chip recovery, industrial yard
sweeping, catch-pit cleaning, hydro vac excavation, concrete/asphalt
dish channel cleaning, and plant resource management.
•Liquid Waste
•Rapid Water Delivery
•Surface Oiling Services
•Vacuum Trucks
•Hydro Excavation
•Water Blasting Services
•Contracted Spraying and
Mowing
•Front load truck
•Rear load truck

Including recent acquisitions and the conditional agreement to acquire BCL, WasteCo’s pro forma revenue and
operating EBITDA for the year ending 31 March 2023 would have been approximately $50m and $10m respectively.
NZ$m
WasteCo
FY23
Pro-forma impact
of Acquisitions
and Funding
1,2
Consolidated
Pro-forma FY23
AuditedUn-auditedUn-audited
Revenue34.415.950.3
Operating EBITDA5.64.410.0
Operating EBITDA Margin16%27%20%
Net Debt
3
20.36.626.9
1.FY23 contributions from CSC, Cleanways and BCL reflect normalised unaudited FY23 financial results established during due diligence and reviewed by a third-party adviser. Cleanways FY23 contribution represents 12
months of actual results (31 March year-end) with the BCL FY23 contribution based on 12 months to June 2023 including 7 months actual results and 5 months budget. Pro forma results are for illustrative purposes, are no
indication of future performance and include an allocation of assumed overheads under WasteCo ownership.
2.Includes impact of recently completed $4.32m private placement, $2.2m of shares issued to the vendors of Cleanways and assumes the $3.0 million of additional equity (including through the SPP). Incremental net debt of
$6.6m represents the debt funded component of the acquisitions.
3.Net Debt = total borrowings less cash and cash equivalents.
Conditional Acquisition
WasteCo has entered into a conditional agreement to acquire the waste
collection business of BCL for a total purchase price of NZ$8.775m. BCL
holds the waste collection services and transfer station operation contract for
WasteNet Councils, collectively servicing Invercargill City Council, Gore
District Council and Southland District Council.
The WasteNet Councils contract represents a significant majority of BCL’s
revenue and expires in mid-2027. The transaction remains conditional on
WasteNet Councils approving the transfer of the contract to WasteCo (and
certain other conditions usual for a transaction of this nature). WasteCo
intends to proactively engage with the WasteNet Councils and participate in
subsequent negotiations and tender opportunities for the WasteNet Councils
contract beyond 2027.
If the transaction proceeds, the BCL business would significantly increase the
proportion of contracted revenue for the WasteCo Group and provides a
complementary asset base with more than 60% of the purchase price
supported by the value of plant and equipment being acquired.
Conditional Acquisition of BCL & Pro Forma Impact
Summary Pro-Forma FY23 Financial Information
The recently completed acquisitions of Cleanways (settled 1 June 23) and
CSC (settled 1 March 23) as well as the conditional BCL acquisition
(estimated settlement of 2 October), are expected to deliver meaningful
financial contributions and earnings accretion to WasteCo shareholders.
In aggregate and assuming they had been owned by WasteCo for the full 12
months ending 31 March 2023, the acquisitions would result in consolidated
WasteCo Group pro forma revenue of $50.3m and operating EBITDA of
$10.0m as summarised below.
1
Pro forma FY23 net debt following settlement
of BCL, the recent equity placement and assuming $3.0m raised under the
current equity capital raising, increases to $26.9m (~2.7x pro forma FY23
operating EBITDA).
1
Although not an indication of future performance, the historical FY23 pro
forma financial information demonstrates WasteCo’s progress towards its
target of achieving $100m of revenue by the end of 2027.
Should the conditional acquisition of the BCL business not proceed, WasteCo
continues to assess contract partnership and / or acquisition opportunities that
would deliver on WasteCo’s growth strategy.
12

Financial Summary & Outlook
WasteCo is amongst New Zealand’s largest independent waste providers with FY23 revenue and operating EBITDA
of $34.4m and $5.6m respectively with a strong growth outlook.
13
Significant opportunities for continued revenue growth:
•New contract partnerships with existing and new customers with a
strong focus on finding sustainable waste solutions;
•Organic growth in existing and new services;
•Earnings contributions from recently completed acquisitions of
CSC (March 2023) and Cleanways(June 2023) expected to be
evident in the second half of FY24; and
•The conditional agreement to acquire the BCL business (targeting
settlement 2 October 2023).
WasteCo continues to take advantage of the considerable
opportunities available with our target of achieving $100m of revenue
by the end of 2027.
Costs incurred for acquisition and capital raising related expenses in
the first half and the timing of the acquisition of the Cleanways and
BCL businesses (assuming settlement conditions are met) will result
in WasteCo’s earnings being heavily weighted to the second half of
FY24.
Our ability to provide innovative waste solutions in partnership with
our customers is a key driver. WasteCo prides itself on exceeding the
expectations of our customers and the public with our efforts to deal
with waste as sustainably and responsibly as possible. This means
constantly challenging ourselves to find more solutions to remove as
much volume from landfill as possible.
NZ$000’sAudited FY22Audited FY23% Change
Revenue18,77734,392+83%
Operating EBITDA3,2235,586+73%
Operating EBITDA Margin17%16%
Non-recurring & transaction costs
1
-(1,642)
Reported EBITDA3,2233,944+22%
1. Includes NZX RTO costs and share-based payments.
NZ$000’sAudited FY22Audited FY23
Cash & Cash Equivalents698873
Trade & Other Receivables3,6975,038
PPE & ROU Assets29,83136,716
Other Assets219487
Total Assets34,44543,114
Trade Payables and Other5,5275,203
Lease Liabilities5,9996,675
Borrowings16,71321,176
Payable for Business Acquisition3,562115
Other Liabilities36186
Total Liabilities32,16233,255
Total Equity2,2839,859
* The FY22 figures shown relate to the financial performance of the WasteCo business prior to the
reverse listing and comparative figures are calculated on that basis.

Board and Senior Management
Senior management team with considerable sector expertise supported by Board comprising directors with
significant capital markets, governance and acquisition expertise.
14
Shane Edmond
Chairman &
Executive Director
Shane became a shareholder of WasteCo in December 2020. Shane has had extensive experience in the financial markets having
worked in London and New Zealand for over 30 years. Shane is currently an executive director of Forsyth Barr Limited. He was previously
a member of the Financial Market Authority’s Code Committee for Financial Advisers for seven years.
Angus Cooper
Independent
Director
Angus has 30 years of commercial experience in the public company arena — the majority of which being in strategic General
Management roles within EBOS Group Limited. He was also GM of Mergers and Acquisitions for over 10 years, completing 25
acquisitions and five divestments for the group. Complementing his executive and management experience, Angus was a director of
Animates Pet Stores for over seven years and has broad governance experience across a range of sectors.
Roger Gower
Independent
Director
Roger Gower, has wide experience as a company executive, director and Chairman in both public and private companies. He is currently
also Chairman of PrimePort Timaru Limited and New Zealand Food Innovation Auckland Limited (the Food Bowl). Roger is also an
independent director of NZX-listed Me Today Limited and the Chief Executive of New Zealand’s Best Food & Beverage Limited. Roger
has a BCom from the University of Auckland, an MBA from Massey University and an MPhil from the University of Cambridge
James Redmayne
Chief Executive
Officer
James had 18 years of financial leadership and general management experience under his belt before embarking on the WasteCo
journey, working in industries as diverse as banking, foreign exchange, broadcasting and pharmaceuticals as well as manufacturing
entities involved in carpets, food and engineering. James prides himself on a being a highly effective people leader, fostering a culture of
trust and empowering individuals to reach their full potential by leveraging their unique strengths and cultivating a supportiveand inclusive
environment.
Carl Storm
Chief Operating
Officer
Carl is an extremely motivated, highly energised, and focused leader who thrives on finding solutions to challenges. Carl has a lifetime of
experience in the waste and recycling sector starting his first company at 16 while still at school. Carl is an inspirational leader of people
and highly skilled in crisis management. He is an experienced Company Director and a valuable part of the WasteCo Senior Leadership
Team.
Sam Vanderpyl
Chief Financial Officer
Sam has worked in finance over the past 8 years gaining experience across a range of industries. Currently the CFO, Sam is responsible
for overseeing the finance and accounting function of the WasteCo Group. The role includes forecasting, risk management, acquisitions,
analytical review, group financial statement reporting, as well as looking to the future in updating and implementing systems and
processes to continue to enable WasteCo’s growth.
Nigel Franklin
Head of Strategy &
Investment
A highly experienced CFO/CEO and qualified CA with extensive financial and people management exposure. With a proven ability to
effectively manage a multi-national, multi-million-dollar group of companies that encompasses a variety of business operations. Expertise
includes governance, strategy planning and implementation, financial reporting and project management.

Equity Raising Details

Offer Details
16
•WasteCo is offering up to $2.5m
1
of newly issued ordinary shares to WasteCo’s existing New Zealand shareholders under a Share
Purchase Plan (“SPP”).
•The SPP issue price is a fixed price of $0.065 per new share (the same price as under the placement completed on 13 June 2023) and is
fully underwritten by existing shareholders of WasteCo.
•Each shareholder with a registered address in New Zealand may apply for up to $15,000 in new shares under the SPP with the ability to
apply for oversubscriptions.The WasteCo Board reserves the right to accept oversubscriptions.
•Details of the SPP and how to subscribe will be included in the SPP Offer Booklet to be sent to shareholders.
•In conjunction with the SPP, WasteCo has also undertaken a placement of $0.5m at the same issue price of $0.065 per share to two
shareholder directors (CEO and Chair), increasing the total capital expected to be raised, including through the underwrittenSPP, to a
minimum of $3.0m. The placement shares will be issued on the same date as the new shares under the SPP.
•The new equity will provide WasteCo with the scope and flexibility to grow the existing business through the various contract partnership
and / or other acquisition opportunities currently available and support the acquisition of BCL.
•All Shares issued under the SPP will be of the same class as, and rank equally with, all shares in WCO on issue at the Allotment Date.
•WasteCo has agreed with certain existing shareholders that they will underwrite the SPP (“Underwriters”). The Underwriters will
subscribe for Shares (at the issue price of $0.065 per Share) that are not subscribed for under the SPP. Oversubscription applications (if
accepted by WasteCo) will be allocated prior to any remaining Shares under the SPP being allocated to the Underwriters.
•Each Underwriter will be paid an agreed underwriting fee for their services in connection with the SPP. The underwriting agreements
contain termination events, representations, warranties and indemnities that are customary for an offer of this nature.
Offer Size &
Structure
Ranking
1Subject to the Listing Rules and applicable laws, WCO reserves the right to alter the SPP offer size and dates.
Record date
5pm (NZT), 10 August 2023
SPP opens and documentation sent to shareholders
14 August 2023
SPP closes
23 August 2023
SPP settlement, shares allotted and commencement of trading on NZX
30 August 2023
Key Dates
1
Underwriting

Key Risks
17
Risk Factors
Before investing in WasteCo, you should be aware that an investment has a number of risks, some of which are specific to WasteCo and some of which relate to
listed securities generally, and many of which are beyond the control of WasteCo. Additionally, some risks may be unknown and other risks, currently believed to
be immaterial, could turn out to be material. This section identifies some of the key risks that WasteCo has identified in connection with the SPP. Further detail in
respect of those risks can be found in WasteCo's November 2022 Listing Profile. Whilst the section below aims to highlight some of the key risks, it is not
exhaustive. Investors should also refer to WasteCo’s previous NZX disclosures, including its most recent Annual Report.
WasteCo’s business and its ability to grow relies on its ability to retain existing customer relationships and develop new ones. This is particularly relevant to
WasteCo’s revenue with its contracted customers. There is no guarantee that these relationships will continue beyond the terms of contracts or if they do continue,
that these relationships will be successful.
The performance of WasteCo may be subject to conditions beyond the control of management, and these conditions may reduce sales of its services and/or
increase costs of both current and future operations. There are things that may cause disruptions to business operations, higher operating costs or deterioration in
WasteCo’s ability to provide collections and other transport solutions to an adequate standard that satisfies customer requirements. These circumstances may
adversely affect WasteCo’s reputation, profitability and growth.
In accordance with its growth strategy, WasteCo has undertaken a number of acquisitions. At the time of each acquisition, WasteCo conducted sufficient due
diligence enquiries. Notwithstanding this due diligence, it is possible that one or more material issues or liabilities may not have been identified, or are of an amount
that is greater than expected, and that the standard protections (in the form of representations, warranties and indemnities) negotiated by WasteCo prior to the
relevant acquisition are inadequate in the circumstances. Such issues or liabilities could adversely affect WasteCo’s financial performance, position and future
prospects.
There may be relatively few potential buyers or sellers of the shares on the NZX at any time. This may increase the volatility of the market price of shares. It may
also affect the prevailing market price at which shareholders are able to sell their shares. This may result in shareholders receiving a market price for their shares
that is less or more than the price that shareholders paid.
Before deciding whether to invest in WasteCo shares, you must make your own assessment of the risks associated with the investment, including the inherent
risks from investing in shares and the uncertainties noted above, and consider whether such an investment is suitable for you having regard to all other publicly
available information, your personal circumstances and following consultation with your financial and other professional advisers.

---

11 August 2023
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
WASTECO GROUP LIMITED (NZX: WCO): SHARE PURCHASE PLAN
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 OF THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014
1. WasteCo Group Limited (WCO) intends to undertake a share purchase plan to offer new shares
in WCO to its eligible shareholders (Offer).
2. The Offer is for new fully paid ordinary shares in WCO of the same class as already quoted on
the NZX Main Board operated by NZX Limited. Pursuant to clause 19 of Schedule I of the
Financial Markets Conduct Act 2013 (FMCA) and clause 20 of Schedule 8 of the Financial
Markets Conduct Regulations 2014 (FMC Regulations), WCO advises that:
a. The Offer is being made in reliance upon the exclusion in clause 19 of Schedule I of
the FMCA and WCO is giving this notice under clause 20(1)(a) of Schedule 8 of the
FMC Regulations.
b. As at the date of this notice, WCO is in compliance with the continuous disclosure
obligations that apply to it in relation to WCO's ordinary shares. There is no information
that is "excluded information" as defined in clause 20(5) of Schedule 8 of the FMC
Regulations.
C. As at the date of this notice, WCO is in compliance with its financial reporting
obligations.
3. The Offer is not expected to have any material effect or consequence on the "control" (as
defined in clause 48 of Schedule I of the FMCA) of WCO.
On behalf of
WasteCo Group Limited
Shane Edmond
Chairman
2400886 1 8018747v2

---

Corporate Action Notice


Page 1 of 2

Section 1: Issuer information (mandatory)
Name of issuer WasteCo Group Limited
Class of Financial Product Ordinary shares
NZX ticker code WCO
ISIN (If unknown, check on NZX
website)
NZSNKE0001S9
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Record date 10 August 2023
Ex Date (one business day before the
Record Date)
9 August 2023
Currency NZD
Section 6: Share Purchase Plans/retail offer
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Financial Products to be
issued
OR
Maximum dollar amount of Financial
Products to be issued
Up to $15,000 per shareholder/beneficial owner with
a registered address in New Zealand, for an
aggregate offer size of up to NZ$2.5 million, with
WCO retaining the right to accept oversubscriptions
at its discretion.
Minimum application amount (if any) N/A
Maximum application amount per
financial product holder
$15,000, subject to oversubscriptions at WCO's
discretion
Subscription price per Financial Product $0.065 per share (being the same price paid by
investors under the placement completed by WCO on
13 June 2023).
Scaling reference date By reference to holdings at Record Date
Closing date 23 August 2023
Allotment date 30 August 2023

2 of 2
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Shane Edmond (Chair, WCO)
Contact person for this announcement Shane Edmond (Chair, WCO)
Contact phone number 021 995 519
Contact email address shane@wasteco.co.nz
Date of release through MAP 11 August 2023

---

Share Purchase Plan
WasteCo Group Limited
11 August 2023
This is an important document. You should read the whole document before deciding whether to subscribe for
shares in WasteCo Group Limited. If you have any doubts as to what you should do, please consult your broker or
financial, investment or other professional advisor.
Not for distribution or release in the United States.

page 2
Important information
General information
This document has been prepared by WasteCo Group Limited (WCO) in connection with an offer of
new ordinary shares in WCO (Shares) under a share purchase plan (SPP). The offer is made to
Eligible Shareholders under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct
Act 2013. This 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 SPP or WCO.
Further important information
A presentation providing further important information in relation to WCO and the SPP has been
published by WCO on 11 August 2023 (Investor Presentation). A copy of the Investor Presentation
and other important information released on 11 August 2023 is available at www.nzx.com under the
ticker code "WCO".
The Investor Presentation includes information about the rationale for the SPP and explains in more
detail WCO’s future growth strategy and a summary of certain key risks associated with WCO.
You should read the Investor Presentation in full, as it contains important information to assist you in
making an investment decision in respect of the SPP. In particular, you should read and consider page
17 of the Investor Presentation ("Key Risks") before making an investment decision.
Additional information available under continuous disclosure obligations
WCO is subject to continuous disclosure obligations under the Listing Rules. Market releases by
WCO, including its most recent financial statements, are available at www.nzx.com under ticker code
"WCO".
WCO may, during the SPP, make additional releases to NZX. No release by WCO to NZX will permit
an applicant to withdraw any previously submitted Application without WCO's consent, whether or not
there has been any permissible variation of the SPP.
The market price for the Shares may change between the Opening Date, the date you apply for
Shares under the SPP, and the Allotment Date. Accordingly, the price paid for Shares issued 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 Shares are issued under the SPP. The market price of new Shares following allotment
may be higher or lower than the Issue Price.
Offering restrictions
This document is intended for use only in connection with the offer to Eligible Shareholders with a
registered address in New Zealand. This 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 an offering of the Shares in any jurisdiction outside New Zealand.
The distribution of this document 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 the Shares, or be in possession
of, or distribute to any other person, any offering material or any documents in connection with the
Shares, in any jurisdiction other than in compliance with all applicable laws and regulations. Without
limiting the foregoing, neither this document nor any Application Form may be sent into or distributed

page 3
in the United States. This document and any Application Form do not constitute an offer to sell, or a
solicitation of an offer to buy, any Shares in the United States. The offer and sale of the Shares has
not been, and will not be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or the
securities laws of any state or other jurisdiction of the United States and accordingly, the 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).
WCO may refuse any Application received from a person that it does not consider eligible to
participate in the SPP.
No guarantee
No person named in this document (nor any other person) guarantees the Shares to be issued
pursuant to the SPP or warrants the future performance of WCO or any return on any investment to be
made in respect of the Shares.
Decision to participate in the offer
The information in this document does not constitute a recommendation to acquire Shares or financial
product advice. This document has been prepared without taking into account the investment
objectives, financial or taxation situation or particular needs of any applicant or investor.
Before deciding whether to invest in the Shares, you must make your own assessment of the risks
associated with an investment in WCO (including the summary of the Key Risks as set out under the
heading “Key Risks” on page 17 of the Investor Presentation), and consider whether such an
investment is suitable for you having regard to publicly available information (including the Investor
Presentation), your personal circumstances and following consultation with a financial or other
professional adviser. Please read this document carefully and in full before making that decision.
Changes to the SPP
Subject to the Listing Rules and applicable laws, WCO reserves the right to alter the dates set out in
this document. WCO reserves the right to withdraw the SPP and the issue of the new Shares at any
time before the Allotment Date, at its absolute discretion.
Enquiries
Enquiries about the SPP can be directed to a broker, or your solicitor, accountant or other professional
adviser. If you have any questions about how to make an Application, please contact the Share
Registrar, Link Market Services, as set out in the Directory.
Times and dollars
All references to time in this document are to New Zealand time. Unless otherwise indicated, all
references to $ are to New Zealand dollars.
Defined terms
Capitalised terms used in this document have the meaning given to them in the Glossary at the back
of this document or in the relevant section of this document.

page 4
Chairman’s Letter
Dear Shareholder
On behalf of the Board of WasteCo Group Limited (WasteCo), I am pleased to offer you the
opportunity to subscribe for new ordinary shares in WasteCo through a Share Purchase Plan (SPP).
The SPP follows the successful placement of shares to wholesale investors which was completed on
13 June 2023 raising $4.32 million (Placement). WasteCo is now seeking to raise $2.5 million through
the SPP which is fully underwritten by existing WasteCo Shareholders and provides Shareholders the
opportunity to acquire shares at the same price as under the Placement without incurring brokerage or
other transaction costs.
Together, the SPP and an additional placement of $0.5 million of new shares, at the same price as the
SPP, will provide $3.0 million of new equity to further support WasteCo’s growth strategy. This
includes partially funding the conditional acquisition of the waste collection business of Bond
Contracts Limited (BCL) for $8.775 million announced on 11 August 2023 should that transaction
proceed. The BCL acquisition will be WasteCo’s third acquisition since our reverse listing in December
2022 and supports our strategy to become one of New Zealand’s leading independent waste solutions
companies, with a focus on processing and diverting liquid and solid waste from landfill.
The SPP is open to Eligible Shareholders, being all persons who were recorded on WasteCo's share
register at 5.00pm on 10 August 2023 as being a holder of WasteCo shares and having an address in
New Zealand. Participation in the SPP is optional. The SPP will enable all eligible New Zealand
shareholders of WasteCo to participate in the equity raising and acquire new shares of up to $15,000
(with WasteCo retaining the right to accept oversubscriptions at its discretion). The issue price is fixed
at $0.065 per new Share, being the same price paid by investors under the Placement.
Further details about the SPP, including the terms of the offer and an explanation of how you can
participate, are contained in this document and the online application form. All documents relating to
the SPP as well as the Investor Presentation and other important information released on 11 August
2023 are available online at https://wco.capitalraise.co.nz. We encourage you to read these
documents carefully before you decide whether to participate and suggest that you seek financial,
investment or other professional advice before making an investment decision.
If you wish to participate in the SPP, you must ensure that you submit an online application and make
payment so that it is received no later than 5.00pm on 23 August 2023. Shares under the SPP are
expected to be allotted on 30 August 2023, unless the closing date is extended.
On behalf of the Board, I thank you for your continued support of WasteCo.
Shane Edmond
Chairman

page 5
Key details
Eligibility You may participate in the SPP if you are a shareholder of WCO at
5.00pm on the Record Date of 10 August 2023 and have a registered
address in New Zealand. If you hold Shares on behalf of a person who
resides outside New Zealand, you may not participate in respect of that
person. Similarly, you may not participate if you are outside New Zealand
or acting for the account or benefit of a person in the United States.
Equal
participation
Each Eligible Shareholder has the right to apply for the same maximum value
of new Shares on the same terms as each other Eligible Shareholder.
Transferability The offer made under this SPP is personal to you. It cannot be
transferred to another person.
Application
amount
If you wish to participate in this SPP, you apply for a dollar amount of Shares,
not for a certain number of Shares.
Eligible Shareholders can apply for an amount of Shares up to $15,000. You
may also apply for an additional dollar amount of Shares, but
oversubscriptions will only be accepted at WasteCo's discretion.
You will receive the number of Shares equal to the dollar amount of Shares
you have applied for divided by the Issue Price (subject to scaling, see
below). If, once divided by the Issue Price, the dollar amount of Shares you
have applied for (or are allocated) does not equal a whole number of Shares,
the number of Shares allotted to you will be rounded down to the nearest
Share. Refunds will not be paid for any fractional entitlements.
Issue Price
The price of the Shares to be issued under the SPP is at a fixed price of
$0.065 per new Share, being the same price paid by investors in the
Placement.
Underwriting The SPP is fully underwritten by a small number of Eligible Shareholders
on terms customary for an offer of this nature, including relevant termination
events, representations, warranties and indemnities. Shares will be
allocated to the underwriting Eligible Shareholders after Shares have first
been allocated to all Eligible Shareholders who applied for
oversubscriptions under the SPP.
When to apply Applications must be received by 5.00pm on the Closing Date (23 August
2023, unless extended).
How to apply We encourage Eligible Shareholders to apply online at
https://wco.capitalraise.co.nz
Alternatively, you can request, complete and return an Application Form You
should read the instructions on the Application Form carefully. Please allow
adequate time for mail deliveries if you have not applied online, as
Applications received after the Closing Date may not be accepted.
If you are a custodian, the Share Registrar will contact you directly with
instructions.

page 6
Receiving your
Shares
You will receive your Shares on the Allotment Date (30 August 2023, unless
extended).
Offer size,
oversubscriptions
and scaling
WCO is seeking to raise up to $2.5 million under this SPP (with the ability to
accept oversubscriptions at WCO's discretion). Applications may need to
be scaled depending on the Applications received.
If Applications are scaled, WCO will scale back the number of shares to be
allotted under this SPP to each applicant having regard to the number of
shares held by the applicant at the Record Date and otherwise at its
discretion (see clause 8 of the Terms).

page 7
Key dates*
Date Event Description
5pm, 10 August
2023
Record Date The date on which Eligible Shareholders are
determined.
14 August 2023 Opening Date SPP opens.
23 August 2023 Closing Date SPP closes. Applications and payment (by direct
debit) must be received by no later than 5.00pm.
30 August 2023 Settlement,
allotment and
commencement
of trading
Shares are allotted. Trading of the Shares is
expected to commence on the NZX Main Board.
By 30 August 2023 Despatch Date Allotment statements are despatched to
participating shareholders within 5 business days of
the Allotment Date.

*Subject to the Listing Rules and applicable laws, WCO reserves the right to alter any dates for the
SPP.

page 8
Questions and answers
These Questions and Answers are a summary only and you should refer to the Terms later in this
document for further information.
1. What is the Share Purchase Plan?
The SPP allows Eligible Shareholders to purchase up to $15,000 worth of additional Shares in WCO
without incurring brokerage.
WCO has the ability to accept oversubscriptions for additional Shares from Eligible Shareholders, at
WCO's discretion.
All Shares issued under the SPP will be of the same class as, and rank equally with, all Shares in
WCO on issue at the Allotment Date. It is a term of the SPP that WCO will take any necessary steps to
ensure that the Shares are, immediately after issue, quoted on the NZX Main Board.
2. Am I eligible to participate?
You are eligible to participate in the SPP if:
(a) you were registered as a holder of Shares at 5:00pm on 10 August 2023 (being the Record
Date);
(b) your address recorded on the share register is in New Zealand; and
(c) you do not hold Shares on behalf of another person who resides outside of New Zealand.
3. How many Shares can I purchase?
Eligible Shareholders may apply for up to $15,000 of Shares under the SPP (but with the ability for
WCO to accept oversubscriptions at WCO's discretion), subject to scaling.
WCO is inviting Applications for up to $2.5 million of Shares in aggregate (with the ability to accept
oversubscriptions at WCO's discretion). If WCO receives Applications in excess of $2.5 million, it may
accept oversubscriptions at is discretion or scale back Applications having regard to the number of
Shares held by each applicant at the Record Date and otherwise at its discretion (see clause 8 of the
Terms).
If Applications are scaled, applicants will receive the number of Shares equal to the dollar amount of
the Application accepted (as scaled) divided by the Issue Price, and a refund of the balance of the
relevant payment amount. All refunds will be made without interest. Refunds will not be paid for any
difference arising solely due to rounding or where the aggregate amount of the refund payable is less
than $5.00.
4. What is the Issue Price of the Shares?
The issue price of the Shares to be issued under the SPP is $0.065, being the price paid by investors
in WasteCo’s recent Placement.
The market price of the Shares may change between the date this SPP opens, the date you apply for
Shares under the SPP and the date on which 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 Shares are allotted to you.

page 9
There is no certainty that Shares will trade at or above the Issue Price following the issue of 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: www.nzx.com.
Further information about WCO, including its most recent financial statements, can be obtained from
WCO’s website: www.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.
5. Do I have to participate?
No - participation in the SPP is entirely voluntary. However your shareholding in WCO will be diluted if
you do not participate in the SPP. If you do not wish to participate in the SPP, do nothing.
6. How do I apply for Shares under the SPP?
If you wish to participate in the SPP, you can apply online at https://wco.capitalraise.co.nz. You will
require your CSN / Holder Number and Entitlement Number to apply online.
Alternatively, you can request, complete and return a personalised Application Form. You should read
the instructions on the Application Form carefully.
Applications must be received by 5.00pm on 23 August 2023.
If the exact amount of money is not tendered, WCO reserves the right not to accept all or part of your
payment. In those circumstances, WCO will return your Application and refund all or part of your
payment (without interest).
If your Application is rejected, all of the amounts paid will be refunded to you. If your Application is
scaled back, you will receive the number of Shares in respect of which your Application is accepted at
the Issue Price and receive a refund of the balance of the relevant payment amount. All refunds will
be made without interest. 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 $5.00.
Once submitted, you will not be able to withdraw or revoke your Application.
7. How many Shares will I receive?
Subject to scaling, you will receive the number of Shares equal to the dollar amount of Shares you
have applied for divided by the Issue Price. If, once divided by the Issue Price, the dollar amount of
Shares you have applied for does not equal a whole number of Shares, the number of Shares allotted
to you will be rounded down to the nearest Share. Refunds will not be paid for any fractional
entitlements.
WCO has the ability to accept oversubscriptions for additional Shares from Eligible Shareholders, at
WCO's discretion, in accordance with the Listing Rules.
If WCO receives Applications for Shares in excess of $2.5 million, it will scale back the number of
Shares to be allotted to each applicant under the SPP as described in the answer to question 3 above
and in accordance with clause 8 of the Terms.
8. How long is the SPP open and when will I receive my Shares?
The SPP opens on 14 August 2023 and is expected to close at 5.00pm on 23 August 2023, unless
extended. If you want to participate you should ensure that your Application and payment (by direct
debit) is received by 5.00pm on the Closing Date. Applications received after this time may not be
accepted.

page 10
Online applications are encouraged. If you request a personalised Application Form and are returning
your Application Form by mail, please allow adequate time for mail deliveries.
You will receive Shares issued to you under the SPP on the Allotment Date, which is currently
expected to be on or around 30 August 2023. A statement confirming the number of Shares issued to
you under the SPP will be sent to you no later than 5 Business Days after the Allotment Date.
WCO may, subject to the Listing Rules and applicable laws, extend the Closing Date and the
Allotment Date.
9. Are there any conditions to the SPP?
No. However, if the SPP is cancelled for any reason, all application monies will be returned to
applicants and no Shares will be allotted under the SPP. No interest will be payable on any monies
returned to applicants.
10. What if I own Shares through a trustee or Custodian or own Shares in
more than one capacity?
If you own Shares through a trustee or Custodian, then, subject to certain certification requirements
and other conditions, you may instruct the trustee or Custodian to purchase Shares on your behalf up
to the $15,000 limit. If you own Shares through a trustee or Custodian and also own Shares in your
own name, then you may either purchase Shares yourself or instruct your trustee or Custodian to
purchase Shares on your behalf. You may not do both.
If you are a Custodian, or hold shares through a Custodian, please refer to clause 3 of the Terms.
11. Is this offer transferable to another person?
No. This offer is personal to you and you may not transfer your right to purchase Shares under the
SPP to anyone else.
12. Will the Shares be quoted?
The Shares will be quoted on the NZX Main Board. 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 document.
It is expected that you will be able to commence trading the Shares allotted to you under the SPP on
the NZX Main Board on the Allotment Date (being 30 August 2023, unless extended).
13. Why are shareholders outside New Zealand not eligible to participate in
the SPP?
Shareholders outside of New Zealand are not eligible to participate in the SPP because of legal
limitations in countries outside of New Zealand, the relatively small number of shareholders in those
other jurisdictions and the cost to WCO of complying with the regulatory requirements of those other
jurisdictions. WCO has determined, pursuant to the Listing Rules, that it would be unduly onerous to
extend the offer of Shares under the SPP to shareholders outside of New Zealand.
14. What are the risks of investing in the SPP and what if I choose not to
participate?
The market price for the Shares may change between the date the SPP opens, the date you apply for
Shares under the SPP, and the date on which the Shares are allotted to you. Accordingly:

page 11
• the price paid for Shares under the SPP may be higher or lower than the price at which Shares
are trading on the NZX at the time shares are issued under the SPP;
• the market price of new Shares following allotment may be higher or lower than the Issue Price;
and
• it is possible that up to or after the allotment of the new Shares, you may be able to buy Shares
at a lower price than the Issue Price.
The Share price is quoted on the NZX website: www.nzx.com under the ticker code "WCO".
While WasteCo has attempted to make the SPP as fair as possible for Eligible Shareholders by
providing for individual applications of up to NZ$15,000 of Shares, and by providing that any scaling
will be in reference to individual shareholdings at 5:00pm NZT on the Record Date, the SPP is not in
accordance with your proportionate shareholding. Even if you participate in the SPP, your
shareholding may change. Large shareholders may not be able to obtain sufficient Shares to maintain
their percentage shareholding, while smaller shareholders may be able to increase their percentage
shareholding. If you do not subscribe for any Shares under the SPP, and other shareholders do
subscribe for Shares, then your percentage shareholding in WasteCo will be reduced.
You should:
(a) seek your own financial advice in relation to the offer and your participation under the
SPP; and
(b) read the Investor Presentation in full, as it contains important information to assist you in
making an investment decision in respect of the SPP. In particular, you should read and
consider the information under the heading “Risk factors” in the Investor Presentation
before making an investment decision.
15. Further assistance
If you have any further questions, please contact your broker or financial, investment or other
professional advisor before making your investment decision.
If you have any questions about how to apply online or wish to request a personalised Application
Form, please contact the Share Registrar as set out in the Directory.

page 12
SPP terms
1. Eligible Shareholders
1.1 You may participate in the SPP if you are an Eligible Shareholder.
1.2 An Eligible Shareholder is a person who, at 5.00pm on the Record Date was recorded in the
share register of WCO as being a registered holder of Shares and having a registered address
in New Zealand, unless that person holds Shares on behalf of another person who resides
outside New Zealand. For the avoidance of doubt, shareholders who are in the United States or
who hold Shares on behalf of persons who are in the United States are not entitled to
participate in the SPP.
1.3 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 the certification on the online
application or the Application Form is taken to have been given by all of them.
1.4 If you are an Eligible Shareholder, your rights under this offer are personal to you and non-
renounceable, so you may not transfer them.
2. Issue Price and Number of Shares
2.1 The price of the Shares to be issued under the SPP is a fixed price of $0.065 per new Share.
2.2 Subject to clause 3.2, if you are an Eligible Shareholder you may elect to purchase an amount
of Shares up to $15,000 (with the ability to accept oversubscriptions at WCO's discretion).
2.3 If, once divided by the Issue Price, the dollar amount of Shares you have applied for (or are
allocated) does not equal a whole number of Shares, the number of Shares allotted to you will
be rounded down to the nearest Share (subject to scaling). Refunds will not be paid for any
fractional entitlements.
2.4 The number of Shares that you receive on the Allotment Date may be subject to scaling as
described in clause 8.
2.5 Eligible Shareholders may only apply for Shares having a maximum value of $15,000 (with the
ability to accept oversubscriptions at WCO's discretion). This applies to all Eligible
Shareholders, including those who receive more than one offer under the SPP (for example,
because they hold Shares in more than one capacity) and including whether the Eligible
Shareholder is applying through a Custodian or on his or her own behalf.
2.6 If you own Shares through a trustee or Custodian and also own shares in your own name then
you may either purchase Shares yourself or instruct your trustee or Custodian to purchase
shares on your behalf. You may not do both.
3. Custodians
3.1 Any Eligible Shareholder that:
(a) 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
(b) holds Shares in WCO by reason only of being a bare trustee of a trust to which the
Shares are subject and is permitted to operate as a Custodian under all relevant laws,

page 13
is a Custodian under the SPP.
3.2 Custodians may apply to purchase Shares under this SPP but only up to the total value of
Shares it is validly directed to apply for on behalf of each beneficial owner for whom the
Custodian acts as a Custodian. Custodians must confirm to WCO that they are holding Shares
as a Custodian for those beneficial owners by providing the written certification to WCO
described in clause 3.3 below. Each beneficial owner may only direct the Custodian to a
separate online application or Application Form to apply on behalf of that beneficial owner for
Shares as described in clauses 2.4 and 2.5.
3.3 If a Custodian applies to purchase Shares on behalf of one or more beneficial owners, the
Custodian certifies to WCO in writing by validly completing the online application or Application
Form 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 an Application is not
making a separate application as an Eligible Shareholder for Shares under the SPP;
(c) each beneficial owner (or the beneficial owner’s agent) has instructed the Custodian to
apply for, and accept, under the SPP the dollar amount of Shares set out in the
Application; and
(d) no other Custodian is submitting an application under the SPP for that beneficial owner.
3.4 WCO will issue Shares to a Custodian only if it is reasonably satisfied that the total issue price
of Shares issued to any beneficial owner is not more than $15,000 (with the ability to accept
oversubscriptions at WCO's discretion), whether or not those Shares are issued through a
Custodian or, if the beneficial owner is also a shareholder in WCO, in that beneficial owner's
own right as a shareholder.
3.5 Each Custodian must not participate in the SPP on behalf of, and must not distribute this
document or any other documents relating to this SPP to, any person in the United States.
4. Completing an Application and paying for Shares
4.1 If you wish to participate in the SPP, you must complete your Application online at
https://wco.capitalraise.co.nz and make payment in accordance with the instructions provided
(payment must be by direct debit in accordance with the instructions set out in the Application).
Alternatively, you can request, complete and return a personalised Application Form (including
the direct debit form for payment) in accordance with the instructions on the Application Form.
4.2 To be valid, Applications must be received by the Share Registrar by 5.00pm on 23 August
2023 (being the Closing Date). Applications received after that date will only be accepted at
WCO's discretion. Shareholders applying via the Application Form should follow the instructions
on the Application Form carefully.
5. WCO’s discretion to accept or reject Applications
5.1 WCO has complete discretion to accept or reject your Application to purchase Shares under the
SPP, including (without limitation) if:
(a) your online application or Application Form is incorrectly completed, incomplete or
otherwise determined by WCO to be invalid;
(b) your payment is dishonoured or has not been completed correctly;

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(c) it appears that you are applying to subscribe for Shares with a value of more than
$15,000 (subject to any oversubscription amount approved by WCO in its discretion)
including as a result of Shares you hold directly, jointly or through a Custodian or
nominee arrangement (except if you are a Custodian applying on behalf of more than one
beneficial owner in accordance with clause 3);
(d) your Application is received after 5.00pm on 23 August 2023 (being the Closing Date
unless extended). While WCO has discretion to accept late applications and payment,
there is no assurance that it will do so. Late applications and payment, if not processed,
will be returned to you at your registered address within 5 Business Days of the Allotment
Date or within 5 Business Days of the date of receipt in respect of any late applications
received after the Allotment Date;
(e) WCO believes that you are not an Eligible Shareholder or Custodian; or
(f) WCO considers that your Application does not otherwise comply with these Terms or any
applicable laws or regulatory requirements, or the acceptance of it would cause WCO to
breach any applicable laws or regulatory requirements.
5.2 No interest will be paid on any application monies returned to you. Application monies may be
direct debited by the Share Registrar on any day after your Application is received. Any refunds
for whatever reason will be paid to you by direct credit only to your bank account (if those details
are held by the Share Registrar) within 5 Business Days of the Allotment Date.
5.3 WCO reserves the right to scale back at its absolute discretion any Application for Shares under
the SPP. WCO reserves the right to terminate the SPP and reject all Applications at any time
before the issue of the Shares on the Allotment Date.
6. Significance of submitting or sending an Application
6.1 If you apply to purchase Shares under the SPP, by completing an online application or
requesting, completing returning an Application Form:
(a) you agree that your Application, on these Terms, will be irrevocable and unconditional
(i.e. it cannot be withdrawn);
(b) you certify to WCO that you are an Eligible Shareholder entitled to apply for Shares under
these Terms;
(c) you acknowledge that the SPP may not proceed;
(d) you certify that your acceptance of the SPP will not be, or cause, a breach of any law in
any jurisdiction;
(e) you agree to pay the applicable Issue Price per Share up to a maximum amount
equivalent to the parcel value in your Application;
(f) you certify to WCO that the total application price applicable to you for the following does
not exceed $15,000 from the following:
(i) the Shares the subject of the Application submitted by you;
(ii) any other Shares applied for, or issued to you, under the SPP or any similar
arrangement in the 12 months before the date of your Application for Shares under
the SPP;
(iii) any other Shares which you have instructed a Custodian to acquire on your behalf
under the SPP;

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(iv) any other Shares issued to a Custodian under an arrangement similar to the SPP
in the 12 months before the date of your Application for Shares under the SPP as a
result of an instruction given by you to that Custodian or another Custodian and
which resulted in you holding the beneficial interest in the Shares,
subject to any oversubscriptions accepted at the discretion of WCO;
(g) you agree to be bound by the constitution of WCO, which you may download for free from
the Companies Office website https://companies-register.companiesoffice.govt.nz/;
(h) you authorise WCO (and its officers or agents) to correct any error in, or omission from,
your Application and to complete your Application by the insertion of any missing details;
(i) you acknowledge that WCO may at any time irrevocably determine that your Application
is valid, in accordance with these Terms, even if the Application is incomplete, contains
errors or is otherwise defective;
(j) you acknowledge that none of WCO, its advisors or agents has provided you with
investment advice or financial product advice, and that none of them has an obligation to
provide advice concerning your decision to apply for and purchase Shares under the
SPP;
(k) you acknowledge that WCO may disclose any information in or relating to your
Application to the Share Registrar in connection with its management of the SPP;
(l) you acknowledge the risk that the market price for the Shares may change between the
date of this offer and the Allotment Date. A change in market price during this period may
affect the value of the Shares you received under the SPP;
(m) you acknowledge that WCO is not liable for any exercise of its discretions referred to in
these Terms; and
(n) you irrevocably and unconditionally agree to these Terms and agree not to do any act or
thing which would be contrary to the spirit, intention or purpose of the SPP.
6.2 If a Custodian applies to subscribe for Shares under the SPP for a beneficial owner pursuant to
clause 3, the certificate referred to in clause 6.1(f) will be taken to be given by each beneficial
owner on whose behalf the Custodian is applying to subscribe for Shares.
7. Issue Price
7.1 You agree to pay the Issue Price per Share up to the maximum amount you have specified on
your online application or the Application Form.
8. Scaling
8.1 If WCO receives Applications in excess of $2.5 million, it may accept oversubscriptions at its
discretion and may scale back Applications having regard to the number of shares held by the
applicant (or, in the case of an Application made by a Custodian, the relevant beneficial
owner(s) named in the schedule submitted with the Application) on the Record Date and
otherwise at WCO's discretion.
8.2 If your Application is scaled, your application monies will be greater than the value of the Shares
you will be allotted. The difference will be refunded to you by direct credit within 5 Business
Days of the Allotment Date, provided that any difference less than $5.00 will be retained by
WCO and not refunded. No interest will be paid on any application monies returned to you.

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9. The Shares
9.1 Shares issued under the SPP will rank equally with, and have the same voting rights, dividend
rights and other entitlements as, existing fully paid Shares in WCO quoted on the NZX Main
Board as at the Allotment Date.
9.2 The Shares to be issued under the SPP have been accepted for quotation on the NZX Main
Board with effect on or shortly after the Allotment Date. WCO will take any necessary steps to
ensure that the Shares issued are, immediately after the issue, quoted on the NZX Main Board.
9.3 You cannot trade in any Shares issued to you pursuant to the SPP, either as principal or agent,
until quotation on the NZX Main Board in accordance with the Listing Rules. WCO expects that
the Shares will commence trading on the NZX Main Board on the Allotment Date. NZX accepts
no responsibility for any statement in this document.
9.4 The issue of Shares under the SPP up to a value of $15,000 per Eligible Shareholder (or per
beneficial owner, in the case of holdings held by Custodians) is being undertaken under Listing
Rule 4.3.1(c).
10. Amendments to the SPP and waiver of compliance
10.1 Notwithstanding any other term or condition of the SPP and/or the Application Form, WCO may,
at its discretion:
(a) make non-material modifications to the SPP or these Terms without notice (in which case
Applications for Shares under the SPP will remain binding on the applicant
notwithstanding such modification and irrespective of whether an Application was
received by the Share Registrar before or after such modification is made); and/or
(b) suspend or terminate the SPP at any time before the issue of the Shares under the SPP
(including by reviewing the timetable for the SPP). If the SPP is terminated, application
monies will be refunded to applicants without interest within 5 Business Days of
termination.
10.2 WCO reserves the right to waive compliance with any provision of these Terms, which will be
done in accordance with New Zealand law (including the Listing Rules).
11. Governing Law
11.1 These Terms shall be governed by and construed in accordance with the laws of New Zealand.
12. Dispute Resolution
12.1 If any dispute arises in connection with the SPP, 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.
13. Inconsistency
13.1 Unless otherwise determined by the directors of WCO, in the event of any inconsistency
between these Terms and:
(a) the accompanying letter from the Chairman of WCO, the Terms prevail; and
(b) WCO’s constitution, WCO’s constitution prevails.

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Glossary
Allotment Date means 30 August 2023, unless extended.
Application means an application for Shares under the SPP.
Application Form means any personalised application form provided by the Share Registrar on
request, including the instructions on the form.
Associated Person has the meaning given to that term in the Listing Rules.
Board means the board of directors of WCO.
Business Day means a business day as defined in the Listing Rules.
Closing Date means 23 August 2023, unless extended.
Custodian has the meaning given to that term in clause 3.1 of the Terms.
Despatch Date means the date allotment statements are dispatched to participating shareholders,
being by 30 August 2023, unless extended.
Director means a director of WCO.
Eligible Shareholder means a person who, at 5.00pm on the Record Date, is registered as a WCO
shareholder and whose address (as recorded on the share register) is in New Zealand.
Issue Price means the price of the Shares to be issued under the SPP, being $0.065.
Listing Rules means the NZX Listing Rules in force from time to time.
NZX means NZX Limited.
NZX Main Board means the main board financial product market operated by NZX.
Opening Date means 14 August 2023.
Placement means the private placement of Shares in WCO to selected New Zealand wholesale
investors announced on 12 June 2023.
Record Date means 10 August 2023.
Share means an ordinary share in WCO.
Share Registrar means Link Market Services Limited.
SPP means the share purchase plan detailed in this document.
Terms means the terms and conditions of the SPP set out in this document.
WCO means WasteCo Group Limited.

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Directory
Issuer
WasteCo Group Limited
421 Blenheim Road, Upper Riccarton, Christchurch 8041
P.O. Box 160074 Christchurch 8041
Telephone +64 3 341 11 11
www.wasteco.co.nz

Legal Advisors
Anderson Lloyd
Level 3, 70 Gloucester Street, Christchurch 8013
P.O Box 13-831, Christchurch 8140
Telephone +64 3 379 0037

Lead Manager
Northington Partners
Level 4, 70 Gloucester Street, Christchurch 8013
PO Box 13-804, Christchurch 8013
Telephone +64 3 378 2105

Share Registrar
Link Market Services Limited
PO Box 91976, Auckland 1142
Telephone +64 9 375 5998
applications@linkmarketservices.co.nz
www.linkmarketservices.co.nz