Good morning, everyone. Welcome to the WasteCo Group Limited annual meeting of shareholders. My name is Sean Joyce, and I am the Chair of the WasteCo board. To acknowledge the tragic passing of two of our team members, Lynda Kelly and Paul Cruse. The deaths of Lynda and Te Anau last year, and Paul in Cardrona earlier this year have had a profound impact on our company and the people within it.
Our thoughts remain with their families, their friends, and their workmates, and we continue to support all those affected across our business. I think it's important to remember that we are a business made up of almost 400 individuals. Each one of them are incredibly valuable members of the greater team. I would like to take a moment to acknowledge two of my senior leadership team, Brian Cohalan, our newly minted Chief Executive. You'll hear from Brian later on.
He'll provide a presentation to you all on an update on the business, and our Chief Financial Officer, Nigel Franklin. Unfortunately, one of our directors, Sara, has missed a flight from Queenstown to Christchurch, so she is probably going to be late, or she might only catch the end of the meeting, but that's Air New Zealand. They can't have had a full flight and had technical issues, so they've resolved to reschedule. Now to the formalities of the meeting. Our share registrar has confirmed to me that the notice of meeting has been sent to shareholders and other persons entitled to receive it. The quorum requirement of three shareholders has been met, and the order of events for this morning's meeting will be as follows.
I'll give a brief overview of last financial year and some observations on why we consider we are where we are and what our plans are to turn around the current performance and position of our business. Brian will then provide an update on our business for you from an operational and management perspective. We'll then move to the formal business of the meeting and consider five resolutions. We'll then close the meeting. Voting on all resolutions will be conducted by a poll. If you've already cast your proxy by lodging a directed proxy with the share registrar, your vote is cast, and you do not need to do anything further.
If you have not lodged your proxy with the registrar and would like to vote today, then I would ask you that you complete a voting ballot form that will be provided to you by our registrar and hand that form into the registrar at the end of the meeting. If you are attending the meeting online, this meeting is being streamed online, then you will be able to vote online if you follow the prompts on the platform. If you have any questions for myself or for Brian, please save those questions for the end of our respective presentations. Everyone will have the opportunity to ask as many questions about WasteCo as they wish. I was appointed Chair of the WasteCo board with effect from 17 July. It's been a very busy two months since I assumed this role.
I would like to introduce myself to those of you who do not already know me and provide you with a bit of background on how I have ended up in this role and why I am talking to you now. I spent the first 30 years of my career practicing corporate law in Auckland. The focus of my practice has been capital markets, securities laws, NZ transactions, and acquisitions. I hold and have held several non-executive directorships of a number of NZX-listed companies and hold numerous non-executive directorships with other significant privately held businesses. I am also an executive director of Empire Capital, an Auckland-based family office that invested NZD 15 million into WasteCo via a convertible note in December 2024 to assist the company with the purchase of the Civic Waste business.
In conjunction with investment by Empire Capital, I was appointed to the board of WasteCo in December 2024 and attended my first meeting in January 2025. During my legal career, I advised one of the largest New Zealand waste companies for a number of years. 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 in the North Island. During this role, I learned a lot about the waste industry and the commercial opportunities, strengths, and positive attributes associated with the industry. As my career pivoted into the capital markets, I always sought an opportunity to be involved in bringing a waste business to the New Zealand stock market.
In 2022, I was the chair of Goodwood Capital Limited, an NZX-listed company that was looking for a new initiative to invest into. I was introduced to WasteCo in 2022 by a financial investor in WasteCo and ultimately facilitated the purchase of WasteCo by Goodwood Capital, which then changed its name to WasteCo Group Limited, the company you as shareholders own. 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. The continuing board and founder management team operated the business from thereon. To date, I have facilitated the investment of circa NZD 25 million of new equity or debt into WasteCo.
My family interests, my friends, and my colleagues have heavily invested into WasteCo. My personal interests are aligned with the shareholders and other stakeholders of WasteCo. I am bitterly disappointed with the performance of the business since its listing. I rejoined the board of WasteCo 18 months ago in conjunction with the investment of a NZD 15 million convertible note by Empire Capital. In July, I became 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.
Now to the financial year in retrospect. Our financial performance for the last two years makes for difficult reading. There is no way to try and gild this lily, so I will not. During the financial year ended 31 March 2026, our revenue increased to NZD 70.2 million, up from NZD 56.4 million in financial year 2025.
This is a pleasing increase, but much of that revenue increase can be attributable to the accounting for a full year of revenue generated by the Civic Waste acquisition that we acquired in December 2024. During the financial year, our reported operating EBITDA increased to NZD 5.85 million from NZD 4.64 million the year before. Our adjusted operating EBITDA was NZD 6.731 million after adjusting for one-off and non-recurring items and includes insurance proceeds of NZD 210,000. Despite the revenue growth, the company recorded a net loss of NZD 12.35 million, compared with a loss of NZD 9.9 million the year before. The loss for this financial year comprised a NZD 3.8 million loss on our operations generally, including a depreciation and amortization cost of NZD 9.7 million, essentially meaning that our general expenses are greater than our income. That loss has been compounded by the following expenses.
We hold approximately NZD 42 million of asset finance and convertible note debt, plus a circa NZD 5 million invoice finance facility on our balance sheet. During the financial year, we incurred finance costs of approximately NZD 5.5 million. In addition, approximately NZD 1.75 million was invested in our health and safety reset initiative during the financial year. We also incurred NZD 1.35 million in restructuring costs. The results for the last two financial years have been appalling.
As chairman of the board, I take full responsibility for last year's appalling results, which occurred on my watch as a director. The result is unacceptable and cannot be repeated. I am determined to change our fortunes in short order. The question is: why are we where we are? The business faces several major challenges, which have led to the disappointing financial performance of WasteCo since the listing of the business on the NZX.
We are currently facing one of the worst recessionary economic periods in recent New Zealand history. It has a profound effect on our day-to-day business activity. Discipline has not kept pace with our rapid growth through acquisitions. We operate a number of profitable business divisions. However, we also operate several legacy business divisions that are not core to our fundamental business operations and are not profitable. We have grown our revenue significantly since listing, from NZD 19 million to NZD 70 million in the last financial year. However, during this period of sustained growth, the company did not integrate well, nor manage productivity, and therefore did not manage our margins effectively. We grew businesses and revenue streams that were not profitable. As a founder shareholder recently told me, "Increased revenue is for vanity, whilst net profit is for sanity, Carl." Carl told me that.
Our operational and financial performance needs to be optimized and improved significantly. We must focus on improving labor and fleet utilization. Ours is a logistic business that requires effective and optimal people and asset utilization in order to be profitable. Our fleet operating costs are too high. We are carrying too much debt for a company of our size. Quite simply, our business has borrowed too much at low interest rates to acquire plant and equipment and fund acquisitions, and has not been 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 utilization as working capital during that period.
WasteCo continues to aggressively pay down its loans to its bankers on a prompt basis. We've also lacked sufficient discipline to lock down costs, which has meant we have had less funds available for funding organic growth. We are also undercapitalized as a business. That makes for grim reading, but it is what it is, and there's no point sugarcoating things. What are we doing to arrest this performance? Shortly before my formal appointment as the new chair for WasteCo in early July, I met with senior leadership team, and we developed a comprehensive corporate and commercial plan to stabilize and turn around the financial, operational, and governance of WasteCo. This plan is aggressively being implemented as we speak.
The focus of our plan is to reduce the annualized cost base of the business by at least NZD 5 million per annum, winding down poor-performing business divisions, and either disposing of those divisions as going concerns or as asset sales, or reallocating those assets to other, more profitable divisions within the group. We propose to raise new equity in the company. As you will be aware, we are currently undertaking a share purchase plan to raise NZD 750,000, and an offer to selected investors to raise up to NZD 2 million. I'm pleased to advise that we are in advanced discussions with an international waste and environmental trade participant about a potential cornerstone investment in the company. We have met in person with this potential investor, both in New Zealand and in their own home jurisdiction overseas.
If discussions continue to progress well, we would be targeting securing a binding commitment for this investment around the end of this month. This development would represent a very meaningful and exciting development for our company. Of course, no assurance can be given that negotiations with the investor will successfully conclude. We will, however, keep the market fully informed of any material developments in this regard. We are focused on improving operational performance, and in particular, labor and asset utilization, and we are focused on executing our plan with focus, pace, and accountability. The board, as opposed to management, has four key objectives that we are looking to achieve. Our first objective is direction. To approve strategy and turnaround priorities in conjunction with our executive team. To set clear expectations, performance, and conduct. To ensure management has appropriate leadership and capability. Our second objective is oversight.
To monitor delivery by our executive against agreed milestones and measures. To maintain oversight of health and safety, financial, and commercial risk. To ensure effective controls, reporting, and assurance are in place. Our third objective is accountability. We must hold management accountable for operational execution. We must challenge performance and require timely corrective action. We must safeguard long-term shareholder value. Our fourth objective is to reestablish trust and confidence in our business. We want to establish trust and confidence in the company and your board. We want our shareholders to feel proud, excited, and confident about their investment in WasteCo. I want to feel proud and excited about my investment in WasteCo. We want to improve bottom-line profitability. Those key objectives are often touted in management manuals, and business plans, and ChatGPT. In this instance, though, these are real, tangible objectives that the board is focused on achieving.
We're not putting them out there as stocking fillers for our PowerPoint presentation. We are totally focused on implementing each of these four objectives. Critical to the implementation and improvement of our operational and financial performance was the recent appointment of our new permanent Chief Executive. We are delighted that we've been able to recently appoint Brian Cohalan as our new Chief Executive. Brian joined us on 31 August. He's been in the hot chair for just on three weeks. 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 a 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. I will let Brian tell you more about himself now as he provides his presentation to you on the business. Over to you, Brian.
Good morning, everyone. I joined WasteCo as the Chief Executive on the 31st of August, so I'm relatively new to the job. However, my initial assessment is clear. WasteCo has a fundamentally sound operating platform, good people, valuable customer base, and significant opportunities for improvement. At the same time, the business requires decisive action to stabilize its performance, simplify its operations, and establish a strong platform for sustainable and profitable growth. This morning, I'll briefly cover my background, our immediate health and safety priorities, and the turnaround program that's now underway that Sean spoke about, and where we see opportunities to grow the business. The central themes throughout this presentation are execution and accountability. We need clear priorities, accountable owners, measurable outcomes, and the discipline to deliver what we commit to.
By way of introduction to me, I've spent 17 years in the waste industry in Australia. Importantly, that experience has not been in maintaining businesses that were already performing well. Throughout my time in the waste sector, I've been brought into underperforming businesses to lead major transformations and turnarounds. That has included senior roles with SITA Environmental Solutions, managing the SITA and CEC joint venture, and with Cleanaway, a Brambles company. Across those businesses, the challenges were consistently to confront poor performance, strengthen operational and financial discipline, improve leadership capability, and establish clear accountability for delivery. I've also led significant business transformations outside the waste sector in New Zealand, having come over in 2016. I was the managing director of Tyco New Zealand, and I led a major transformation of the business subsequently, which led to the integration with Johnson Controls.
That work required a strong focus on operational performance, governance, organizational capability, and disciplined execution. More recently, I was managing director of Glidepath and vice president of Alstef for the APAC region. The transformation of that business required us to fundamentally change the operating model. This included offshoring manufacturing and establishing an engineering center of excellence in India. The objective was to create a more competitive, scalable, and disciplined business capable of supporting complex projects across the globe. I joined WasteCo on the 31st of August . While every turnaround has its own circumstances, the fundamentals are consistent. The issues must be identified honestly, the priorities must be clear, leaders must be accountable, progress must be measured, and agreed actions must be executed with pace and discipline. That transformation and turnaround experience is directly relevant to the task ahead. I wanted to talk a little bit about health and safety.
It is our first priority. Our objective is to build a business in which the visible safety leadership, effective critical controls, and consistent field verification are embedded in normal day-to-day operations. We are employing a new group health and safety and environment manager to provide this dedicated leadership of the program. We are also employing a driver trainer and establishing regional training capability. This is particularly important because driving and vehicle-related activities are central to our operations.
We will complete a gap assessment of our health and safety management system and develop a clear remediation plan. We will strengthen our critical risk controls and importantly, verify that those controls are understood and working effectively in the field. We will improve the quality of our incident investigations, be better at getting to the root cause, and the timely closeout of corrective actions. We will also strengthen our contractor management and competency assurance.
Telematics, cameras, and targeted driver coaching will be used to support safer driving behaviors. The board will receive regular reporting on progress, supported by appropriate independent assurance. Our expectation is straightforward. Health and safety must not be treated as a separate or transactional activity. It must be a part of how we lead and operate the business daily. Visible leadership and frontline engagement will be essential to making that change sustainable. Our turnaround priorities. Our turnaround program that Sean spoke about is structured around four themes: stabilize, simplify, perform, and grow. The first priority is to stabilize the business, and health and safety remains at the forefront. We must also restore performance across our critical cornerstone contracts, and this business is quite fortunate to have cornerstone contracts in all its major centers.
We must eliminate discretionary spending, strengthen our purchasing and cost control, and complete key leadership appointments, and improve our cash and financial discipline. The second priority is to simplify the business. We will flatten the organization and establish clearer lines of accountability. We will bring important capability in-house where that provides better control, greater accountability, and better value, and we will assess our subcontracted work that can viably be performed internally. We will address our vehicle utilization and labor inefficiencies, rationalize our fleet, property and other assets, and exit or sell activities that cannot deliver an acceptable return. The third priority is to perform. That requires a functioning senior leadership team, clear regional accountability, and useful operating metrics that connect activity in the business with financial performance. Our pricing decisions must be based on the actual cost to serve each customer.
Actions will be recorded with named owners and delivery dates. Progress will be monitored monthly, and the financial and operating benefits must be measured. The fourth priority is to grow, but we must first establish the operational and financial discipline required to support profitable growth. The central requirement across all four priorities is execution. The plan must translate into action, and management must be accountable for delivering measurable outcomes. Immediate management actions. Currently, the turnaround program is supported by a series of immediate and practical management actions. We are establishing a functioning senior leadership team with clear operating cadence and defined accountability. The appointment of the new group health, safety, and environment manager, together with driver trainer capability, will strengthen our internal health and safety leadership. We are also appointing a new group manager across procurement, fleet, assets, and property.
These areas represent important opportunities to improve control, utilization, and value. Our revised delegation of authority framework and compulsory purchase order discipline will strengthen our financial control and ensure that expenditure is properly authorized before commitments are made. We are reviewing our fleet utilization and identifying surplus assets that can be sold. We are also reviewing our property footprint, including opportunities to rationalize underutilized sites and sublease. Regional accountability will be made clearer with a stronger focus on service performance, equipment utilization, driver efficiency, and financial outcomes. The immediate program also includes remediating performance under the WasteNet contract, which is a residential contract we have in Southland, and preparing rigorously for the upcoming tender. These are practical actions focused on safer operations, reliable customer service, stronger asset utilization, and tighter cost control. Each action will have an accountable owner, a clear delivery date, and a measurable outcome. Our growth plan.
While immediate control and stabilization are essential, cost reduction alone will not create a successful business. We must also build profitable and sustainable revenue growth. A central part of the plan is to grow reoccurring commercial and industrial services. Increasing our route density will allow us to utilize existing fleet and operating footprint more efficiently. The objective is not simply to add revenue. New work must improve the economics of our routes, our assets, and our existing operating network. We will pursue opportunities to align with facility management organizations where WasteCo can take responsibility for hard services. We will also address historic price and margin leakage. Where customer arrangements are not profitable, we will seek to reprice the work, redesign the service, or, where necessary, exit the arrangement. Revenue that does not provide an appropriate return is not sustainable growth.
Reducing customer churn and cross-selling WasteCo's broader service offering will also be important. We will selectively pursue council and government tenders, but only where the commercial return, operational capability, and capital requirements are appropriate. In Southland, we see an opportunity to build greater commercial and industrial scale around our WasteNet footprint. We will also develop our medical and quarantine capability across the South Island, including opportunities within healthcare, airports, seaports, and other regulated waste markets. Further opportunities exist in improving our HEB contract and our industrial services delivery, negotiating volume-based disposal and recycling arrangements, and using selected partnerships to accelerate capability. The emphasis throughout will be on disciplined growth that improves reoccurring revenue, extended contracts, strong margins, and asset utilization. Our growth opportunities in action. This slide illustrates how we intend to convert those opportunities into profitable growth.
Our core collection services include front lift, front lift recycling, rear lift, hook lift, and gantry operations. Growing recurring revenue across these services will provide a more predictable revenue base. By increasing route density, we will improve the utilization of our fleet and our existing branch network. This allows additional work to be serviced through a largely established operating footprint. We also see an an opportunity to build the leading South Island medical and quarantine business, as I said, servicing healthcare, airports, seaports, and regulated waste customers, and fully utilizing our existing asset here in Christchurch. Facilities management relationships provide another potential channel for growth, where WasteCo can take responsibility for appropriate hard services. At the same time, we will remain disciplined. Unprofitable client arrangements will be repriced, redesigned, or exited, and contractual cost increased and will be actively recovered.
We will protect our key contracts while selectively pursuing new opportunities that align with our margin expectations, operational capability, and capital requirements. The intended outcome is stronger recurring revenue, denser collection routes, improved margins, and selective growth in specialist areas. This is not growth for growth's sake. It is growth that must create value, strengthen the underlying business, and produce an appropriate return on the resources and capital we deploy. What does success look like? First, WasteCo will be a safer business. This means visible leadership, effective risk controls, competent people, and consistent verification in the field. Second, WasteCo will be a simpler business. We will have a flatter organizational structure, clearer accountability, and a more focused portfolio and better utilization of our assets. Third, WasteCo will be a more disciplined business.
Reporting will be reliable, pricing will be controlled, managers will take ownership of costs, delivery against the plan will be measured, and corrective actions will be taken where performance is not meeting expectations. Finally, WasteCo will be a growing business. Growth will be supported by recurring revenue, longer-term customer contracts, denser and more efficient collection routes, and selective expansion into areas where WasteCo has the capability to compete and generate an appropriate return. Across all four areas, the expectation is the same. Clear actions, accountable owners, and measurable outcomes. The immediate task is substantial, and the turnaround will require sustained effort from the entire organization. However, the priorities are clear. The necessary actions have been identified, and management is focused on disciplined execution. There will not be a single initiative that turns this business around. There are no silver bullets in this business.
Success will come from consistently delivering the practical actions required across safety leadership, operations, cost control, asset utilization, customer service, and profitable growth. That's the task ahead of us, and that is where my leadership team and I are focused. Thank you.
I'm not sure what's going on with the lights in here. They seem to be a little bit schizophrenic. Could we have a little bit more light here, if possible? I just can't read. My eyes are shot, unfortunately, but I can't look at the audience and look at the paper at the same time without different sets of glasses. Age is a terrible thing. I also can't hear out of this side of my ear, actually. I had a very interesting event happen a couple months ago, sudden hearing loss syndrome, which is quite bizarre.
If I can't hear you, we'll have to get the mic because I just can't hear anything out of this ear. No? Oh, yeah. Well, no problem. I'm not going to read from the script anyway for the moment. We'll open the floor up to some questions. Hopefully, you have a lot of questions for Brian and not many for me. We've all come a long way to this meeting, so any questions about the presentations that we've had so far. We'll have separate questions on each resolution as we go through them. Rob.
All right. Just introduce myself. I was one of the founding members of the WasteCo team. My wife always tells me I don't need a microphone, but I'm always too loud at home. We started this business in 2013, and Carl Storm rang me up and he said, "Rob, I want to buy a sweeping business in Christchurch. Would you like to fund that?" I said, "Well, I'll come down and have a look." I came down and there was three old trucks, a couple in their late 60s, and two staff members. I literally said to Carl, I said, "I'm not into buying old shit." The trucks were, like, 20 years old, looked like they hadn't been serviced at all.
I said to Carl, "Are you sure about this?" He said, "Yeah, leave it with me." I said, "Okay, let's buy it." That's how the WasteCo story started. Our first purchased asset was a Mitsubishi single-cab NZD 25,000 Ute, and it went from there. WasteCo was built up on the premise of providing exceptional service and being a yes company. We were flexible, agile, and we looked after the customer's needs. To provide that sort of level of service and take customers from our competition, you need a culture amongst the staff that is also a yes culture, and people that are happy to get out of bed a bit earlier to service a customer, or go home a bit later because there were still a couple of skips to be picked up.
That brings me to my question or my comments around what we've seen here. There's a lot of buzzwords, and we all know those, and you can read the annual report, and it's a very thick document. There's a half a tree for every annual report that you got in your hand. But fundamentally, what went wrong with WasteCo, in my view, and I'm still a shareholder. I was a 42% shareholder at one stage. Was the biggest shareholder. Today, I own less than 3% of the company. In my view, having been sitting on the sideline for the last- since it was basically listed, what's gone wrong is we've forgotten about how important the staff is, and we've forgotten how important it is to service our customers. The last two CEOs, they were not fit for the job. David wasn't, and Roger certainly wasn't.
They didn't understand the waste business, and they didn't understand what actually makes for a good company. A good company is a company that has a good culture, where staff feel engaged. I haven't seen the word culture at all in the presentations. Basically, the culture of WasteCo is not sound because the staff doesn't feel engaged, is my pick. I run quite a few businesses. I'm involved in about five or six different businesses. You invest in the people. Yes, you invest in the tech, but you invest in the people because they have to deliver. That's what Brian has got. Other than, I think the lights going on and off, is going to be indicative of what Brian has to deal with. This business is not a sound business from a cultural point of view.
I think the business has probably not looked after its customers as well as it should. My advice, this is not really a question, Sean, but it's advice to Brian.
It doesn't sound like a question.
It doesn't.
Could you repeat the question?
Yes, I will. My advice, it is not really a question. An advice my dad always used to say to me, "Advice is free and you do not have to follow it up." But in this case, I would like Brian to give this some real consideration, and that is, there needs to be a cultural change. You need to get the staff on board again. I think we need to visit our customers, because the customers have forgotten why they became a WasteCo customer in the first place, and that was our exceptional service and flexibility. I think we need to show that again. WasteCo is in a tricky position, and we can see that, and Sean knows that, and Nigel knows that, because we have got a lot of debt. To get out of the hole that the company is in is going to be very difficult.
Brian has got an incredibly hard job to do. My second bit of advice is to engage Carl, who has an incredible knowledge of the industry and is a firm believer in building this, yes, customer-focused culture, is to basically draw on his experience, and use him as a sounding board. I think WasteCo can survive, but it is going to take a lot of effort. Unfortunately, Brian, you have got a big load on your shoulders there. Best of luck. No question there, Sean. Sorry about that.
Do not tell me you have got another one.
No, I'll leave it at that.
We've only got the room for another half an hour.
Yeah. No, that's okay. No, I know you want your sandwiches, so I don't want to hold you up too long. So yeah, thank you for that.
Okay. Thank you. Any questions or opinions, social commentary? Yes, sir.
Thank you. You talked quite a lot about how you are going to drive down costs, and you are going to do all these wonderful things. Almost nothing said about your pricing. It is a competitive industry, but I wonder what you have got. Are you fully hedged? Have you got fuel adjustment factors in all your contracts? If you start off with skinny margins, because it is a competitive industry, and I think there is a lot of money left on the Ashburton. When you hailed the Ashburton contract, that was a year ago. During this last year, there will be a lot of increased costs. You have only been going two weeks, and all the best for it. But how much confidence have we got that your pricing is right with margin in it, and you have got escalation clauses in everything that you do? De-risk the business.
You might as well come up here, Brian.
Yeah. Is this working? Yep. It is a good question, and we are doing a whole review of our pricing methodology right now. You are right, in terms of the fuel rebate or the fuel excise that we are actually charging now. Most companies are charging that on their accounts. That is just part of doing business in this environment. But even if they haven't got it in their contracts, we're still applying it because it's a one-off cost that we can't sustain ourselves. But the pricing methodology is a key priority for us right now.
Yes, ma'am.
Jenny Lee from the New Zealand Shareholders' Association. The association is always interested in transparency and disclosures. I did note when you're talking about discipline, that you're reliable reporting, and I guess that is part of disclosure and transparency. But can we expect, as your turnaround takes hold, that you'll be more transparent and there'll be regular disclosure in all areas of the business?
Well, being a listed company, there are obvious disclosure requirements imposed on us by the listing rules, which we will always comply with. Continuous disclosure is mandatory. It's not optional. We can't opt in, and we can't opt out. We also have to be cautious that we can't use our continuous disclosure regime as an opportunity to use it for a marketing platform, because the NZX doesn't think kindly on that. So they prefer that we only disclose material information on the platform, albeit good news or bad news. We are proposing to start a quarterly newsletter, though, to all of our shareholders and our employees, which will provide probably more from an operational perspective and an interesting perspective, and things that wouldn't otherwise be disclosed on the NZX platform.
Thank you.
There is a question that has come through the online. The question is: The turnaround strategy is significant undertaking. People on the frontline are often the best position to identify operational and revenue opportunities. What mechanisms is WasteCo putting in place to capture those insights? That is a good question. I have spent the last three weeks on the road meeting as many employees as I can, doing drive-alongs with them, out meeting customers, and we have got some gold nuggets out there in terms of really good people who have got some great ideas. The idea would be to bring those into the senior leadership team, those ideas, and develop them into actionable items. By all means, the people are the key to the business.
Thank you for your question, Ken. [Ken Acheson], he is watching the annual meeting online. Any other questions from this forum, or have we got anything else online?
No? Okay. Anything else, anyone? Okay. Thank you. Plenty of opportunity if something pops into your mind before the end of the meeting, there will be an opportunity to ask some more questions. Thank you, Brian, for your address. We will now come to the formal business of the meeting, matters requiring approval, which were all outlined in the notice of meeting. I propose that all of the resolutions are taken as read, so I will not read out each resolution in its painful entirety. As previously noted, all of the resolutions to be voted on today are to be voted on by a poll. If you have not lodged your directed proxy with the registrar and would like to vote today, then I would ask that you complete a polling form at the end of the meeting and provide that to one of the team from our share registrar.
If you are online, you can vote following the prompts on the platform you are logged into. To Resolution One, which is the appointment of auditor. This resolution relates to recording the reappointment of Deloitte as auditor of the company and to authorize the directors to fix the auditor's remuneration for the ensuing year. I would like to thank our auditors from Deloitte who are attending today and thank them for all their hard work during the course of the year. This resolution is an ordinary resolution, which means that it requires the approval of 50.1% of those shareholders who vote on the resolution. Are there any questions on this resolution? Nothing online, Nigel? Okay, thank you. That resolution will be determined by poll, and the results of that poll will be published on the NZX website later today together with all the other resolutions.
Resolution Two is the appointment of Justin Marshall. Unfortunately, Justin Marshall could not be here today. He is overseas. He left New Zealand yesterday. The notice of meeting provides a background statement on Justin. This resolution relates to his appointment as an additional director of the company. Based on responses to a questionnaire completed by Justin earlier this month, the board considers that if elected, Justin would be an independent director of the company for the purposes of the listing rules in having regard to the factors in the NZX Corporate Governance Code. Obviously, we, as a listed company, require two independent directors to comply with the listing rules, and with Neil retiring at this meeting, it is very important that we have Justin appointed to the board, who together with Sara, will be our two independent directors.
Having regard to the current composition of the board of WasteCo and the skillsets of the existing directors, including in operational management and logistics, the board considers that Justin would add additional capability to our board. Accordingly, the board recommends shareholders vote in favor of Resolution Two. Are there any questions on this resolution? Nothing online, Nigel?
No.
Okay. To Resolution Three, which is the ratification of our Pacific Invoice Finance funding facility. This resolution relates to the ratification, confirmation, and approval of the entry into the Pacific Invoice Finance funding facility, which has been defined in our notice of meeting that was circulated to all the shareholders. We recently entered into a working capital facility with Pacific Invoice Finance, and announced that to the market on 12 June 2026. The facility provides a flexible source of working capital and support growth while improving cash flow. Given the nature of the funding facility, we are required to obtain the approval of shareholders to it by virtue of the size of the facility in the context of our market capitalization. Therefore, we require shareholder approval. Are there any questions on this resolution? Thank you.
To Resolution Four, which is the issue of up to 20 million unlisted options to employees, non-executive directors, and contractors on the term set out in the explanatory notes which accompany the notice of meeting. The board considers that it is beneficial for the company to offer and to subsequently issue options to certain current and future employees, contractors, and non-executive directors of the group for the following reasons: The issue will encourage recipients of the options to hold shares in the company, assisting and encouraging a high level of commitment and retention, and aligning their interests with those of external investors. The options will only be issued to targeted recipients who are considered to be particularly valuable to the growth and development of the company. The structure of the issue of the options will assist the company in retaining the key people of the group for the future.
The opportunity to offer options to both current and prospective new employees and non-executive directors will assist the company in retaining and securing the services of those parties as part of the package available to be offered to those parties. Our business is all about people, and we need to secure the long-term loyalty of our people. Options are a way to do that in conjunction with an attractive remuneration package. Are there any questions on this resolution? [audio distortion] Okay. To Resolution Five, which is the last of our resolutions, which relates to the issue of up to 165 million new ordinary, fully paid shares in the company to selected investors.
The purpose of seeking approval to potentially issue the new shares is to provide the board of the company with maximum flexibility to issue the new shares in short order, effectively enabling us to raise new capital to apply towards the funding the cash component of any acquisition of any new businesses to be used as consideration to partially fund a potential acquisition in lieu of a payment of cash, and to raise new capital to assist with the purchase of any additional capital plant and equipment required to satisfy the company's obligations under any new contractual arrangements entered into. A placement to selected investors will allow WasteCo to move quickly and with relative certainty of funding to help fund growth of existing operations as may be required.
Prior to undertaking a placement, the board would consider whether the placement should be undertaken in tandem with a share purchase plan or a pro rata entitlement offer, allowing existing investors to also participate. Are there any questions on this resolution? Nigel?
No.
Resolution Five brings the formal business of the meeting to a close. I would like to leave you with a statement of our commitment to you, and a personal one on my behalf as a fellow shareholder and investor, and a party who has brought in more money into this company than everybody else combined. Your board, the senior leaders, and the entire team are committed to turning around the business. Our commitment to you is to build the foundations for commercial and cultural improvement, pursue practical actions rather than a single silver bullet. Brian stole my line earlier on in that regard. Work with urgency, discipline, and accountability, and do everything possible to deliver the turnaround. These are not just words out of a text, Rob. These are real words.
These come from a guy who has invested as much as anybody in this room, and whose friends and colleagues have invested more than everybody in this room put together. So these are real statements of intent, and I want to reiterate that. I am not here to bullshit you. I am here to get results. Brian and Nigel are going to help me achieve those results together with our team of in excess of 350. That is our commitment to you. On that note, I would like to thank you for your time and your attendance at today's meeting. I wish you the very best for the rest of the day. Thank you all for attending. Thank you. The meeting is closed.