WasteCo - $2m Convertible note announcement

24 September 2025

Subscription for $2m of convertible notes

WasteCo Group Limited (WasteCo) advises that a third party wholesale investor has agreed
to subscribe for $2 million in unsecured convertible notes in WasteCo.

The new notes mature on 15 October 2027 and provide the holder with flexibility to redeem the
notes for cash, or to convert them to WasteCo shares at $0.02 each by notice in writing to
WasteCo prior to the maturity date. The annual interest rate is 10%, payable quarterly.

The investor currently holds $1 million of existing convertible notes which have a maturity date
of 15 October 2025, and the investor has agreed that the proceeds of redemption will be applied
to the subscription price for $1 million of the new notes.

The balance of the subscription of $1 million has been received by WasteCo in cash, and will be
used by the WasteCo group for its general corporate purposes.



Roger Gower
Chair


About WasteCo

WasteCo is a leading waste solution company, processing and diverting liquid and solid waste
from landfill. It provides comprehensive solutions for household, commercial, industrial and
local authority customers.

In 2024, WasteCo acquired 100% of Civic Waste Limited – a leading North Island waste
management company. The acquisition of Civic Waste provides WasteCo with an expanded
geographic footprint and additional operational scale.

WasteCo is a diamond certified Toitū Enviromark waste solutions provider and delivers
outcomes that ensure its customers are at the leading edge of the sustainability frontier.

The company provides waste and sorting options as well as waste remediation, sweeping and
industrial cleaning services – all delivered using leading edge technology and highly trained
customer-focused staff.

The Christchurch-based business was established in 2013.

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Capital Change Notice

Updated as at February 2025

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer WasteCo Group Limited
NZX ticker code WCO
Class of financial product Unlisted convertible notes
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued 1 million issued 24 September 2025
1 million to be issued 15 October 2025
Nominal value (if any) $1.00 per note
Issue price per security $1.00 per note
Nature of the payment (for example, cash or other
consideration)
Cash, with $1 million received already and
$1 million to be applied on maturity of
$1 million of convertible notes maturing on
15 October 2025
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued
100% of this class of notes
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
The notes may be converted on
10 business days prior written notice from
the holder received by WasteCo at any
time prior to maturity of the notes on
15 October 2027
Reason for issue and specific authority for issue
(the reason for change must be identified here)
To part refinance notes maturing on
15 October 2025 and for general
corporate purposes
Total number of Financial Products of the Class
after the issue (excluding Treasury Stock) and the
total number of Financial Products of the Class
held as Treasury Stock after the issue.
2,000,000 unsecured convertible notes of
this class (with a maturity date of
15 October 2027, and a coupon of 10%
per annum payable quarterly)
None held as treasury stock
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, including a
reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution dated 22 September
2024.
The notes were issued in accordance with
NZX Listing Rule 4.5.1 to a selected
wholesale investor, so that on any
Conversion NZX Listing Rule 4.9.1(b)(i)
would apply

Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
N/A
Date of issue 23 September 2025 for $1 million, and
15 October 2025 for the balance
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
No placement offer has been made – the
subscriber is a wholesale investor and an
existing holder of convertible notes which
mature on 15 October 2025
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Nigel Franklin, CFO
Contact person for this announcement Nigel Franklin, CFO
Contact phone number 029 983 3871
Contact email address nigel.franklin@wasteco.co.nz
Date of release through MAP

24 September 2025