Mykco (Myk) Special Meeting presentations

Welcome to
Mykco Limited’s
Special Meeting
1.00pmTuesday 31 July 2018
Mykco

Brent King
Chair

Mykco Directors
Brent KingRewi BugoHuei Min (Lyn) Lim
Simon McArleyGraeme Brown

Brent King
Chair

Agenda
1.Chairman’s Introduction
2.Apologies
3.Resolutions
Mykco

Resolution 1: Acquisition of Corporate Holdings
Limited, and Issue of Shares to the Vendors.
•To consider and, if thought fit, to pass the
following special resolution:
•”That, subject to Resolutions 2 and 3 being passed,
the shareholders approve the acquisition by Mykco
Limited (Mykco) of all the shares in Corporate
Holdings Limited (CHL), except for the 100,000
shares which Mykco already owns:
Mykco

Resolution 1: Acquisition of Corporate Holdings
Limited, and Issue of Shares to the Vendors
continued.
•(a) for a purchase price of $6,132,436.80, being the
6,412,000 shares to be purchased, multiplied by
95.64 cents, which is the amount of the net assets
per share of CHL derived from management
accounts of CHL as at 31 January 2018;
Mykco

Resolution 1: Acquisition of Corporate Holdings
(b) to be satisfied by Mykco issuing 104,323,240 fully
paid ordinary shares in Mykco at an issue price of 5.88
cents per share, being the 6,412,000 shares to be
purchased, multiplied by 16.27 (16.27 is the number of
shares in Mykco to be issued for each share in CHL that
is purchased, and is the net assets per share of CHL of
95.64 cents referred to above divided by 5.88 cents
which is the net assets per share of Mykco as at 30
September 2017 based on unaudited accounts of
Mykco as at that date).”
•and otherwise on the terms described in the
Explanatory Notes.
Mykco

Resolution 1: Acquisition of Corporate Holdings
Limited, and Issue of Shares to the Vendors.
•Discussion on the Resolution
Mykco

Rewi Bugo

Resolution 2: Management Agreement with Brent
Douglas King
•To consider and, if thought fit, to pass the
following ordinary resolution:
•”That, subject to Resolutions 1 and 3 being passed,
Mykco Limited (Mykco) enter into a Management
Agreement with Brent Douglas King, the current
Managing Director of Corporate Holdings Limited
(CHL), whereby Mr King is appointed Managing
Director of Mykco and its subsidiaries, including CHL
and its subsidiaries,
Mykco

Resolution 2: Management Agreement with Brent
Douglas King continued
•as from completion of Mykco’s purchase of CHL,
such Agreement to extend to Mykco and its
subsidiaries but otherwise to be on substantially the
same terms as and in substitution for his existing
Management Agreement with CHL, such terms being
described in the Explanatory Notes.”
Mykco

Resolution 2: Management Agreement with Brent
Douglas King
•Discussion on the Resolution
Mykco

Brent King
Chair

•Resolution 3: Directors’ Remuneration Fee Pool
•To consider and, if thought fit, to pass the
following ordinary resolution:
•That, subject to Resolutions1 and 2 being passed,
the total Directors’ remuneration fee pool is increased
by $150,000, from $150,000 to $300,000 per annum.
Mykco

•Resolution 3: Directors’ Remuneration Fee Pool
•Discussion on the Resolution
Mykco

Thank you for attending
The Special Meeting.
Mykco Limited
Mykco

The Annual Meeting
Will start at 2.15pm.
Mykco Limited
Mykco

---

Mykco Limited Special Meeting
31 July 2018

Speech – Chairman of the Meeting
Brent King

1.0 Introduction

Good afternoon everybody.
It is just past 1.00 pm and it is time to start .
My name is Brent King, I am the Chairman of Mykco Ltd.
I would like to introduce my fellow Director Mr.Rewi Bugo.
3 of our Directors Ms Lyn Lim, Mr Simon McArley and Mr Graeme Brown are all not
able attend today. They are all currently out of the country.
We had expected Mr Brown to attend and Chair the Meeting however he contracted
a lung infection last week and he has been unable to travel to New Zealand.
He will be on the phone during the meetings and he will be able to answer questions
as required.
Lyn and Simon both had prior commitments for today, both commitments are
overseas.

We had considered deferring the meeting however Mykco’s contract with Corporate
Holdings Ltd requires shareholder approval by 31-7-18.

As such we are forced to proceed.
All of the Directors are part time and they have commitments .This project has gone
on for over 18 months and we all expected this be be resolved well before today. I
understand that Directors have other commitments.

The Board of Directors of Mykco have asked me to chair today’s meetings.
I will be assisted by Mr Rewi Bugo.

We have a lot of business to get through today .
It is unusual to have 2 shareholder meetings on the same day .
We have done so to save costs and the time both for our Shareholders and also for
Mykco Ltd.

There 5 separate documents included in the packs for shareholder consideration.
We have limited spare copies .
Please share with each other as we have very limited copies.


Our schedule today will be as follows ;

Our Special Meeting will commence shortly.

Our Annual Meeting will commence at 2.15 pm or 5 minutes after the Special
Meeting concludes, whichever is the later.
The 5 minutes break will allow us set up for the Annual Meeting and for you to
stretch your legs.

At the Conclusion of the Annual Meeting there will be a chance for
shareholders to have a cup of Tea or coffee and to interact with our Directors,
staff and advisers present.
We are hoping to finish our meetings by 2.45pm and to complete the refreshments
by 3.15 pm


Turning now to our Special Meeting :

It is my pleasure to welcome you all here today to this very important Special
Meeting of Mykco Limited.
I am advised:
Ø that the notice of meeting and all associated information has been in
shareholders hands for the required period
Ø That we have a quorum present and hence we have a correctly constituted
meeting.
I declare the meeting open and I formally welcome you to Mykco Ltd’s Special
Meeting.
I advise that we have received 27 proxies representing 9,271,349 votes.

Apologies
- We have the following Apologies:
-
- Ms Lyn Lim, Mr Simon McArley and Mr Graeme Brown for his lack of physical
presence.
Mr Rob Hart Independent non Executive Director of General Finance Ltd.

- Do we have any other Apologies?

We also have in attendance:

• Mr. Garth Ward who undertakes the Company Secretarial and Governance
roles for Mykco Ltd
• Mykco and General Finance’s auditors Staples Rodway represented by Mr.
Nigel De Frere and Mr Aser Izurriaga Lerga
• Mykco’s lawyer Mr. Allan McRae of Lowndes
• Mr Peter Simmonds of Simmonds Corporate Finance Ltd.
• 3 Directors of General Finance, Mr Don Hattaway The Independent Chair, Mr
Greg Pearce Executive Director Lending and Credit and Mr Alistair Ward
independent non executive Director.
• Corpoarte Holdings Investor representatives Marvin Yee, Stephen Sinclair,
Judd Cunningham, James Lindsay, Owen Daji plus

Ø I confirm that the company’s Interest Register is available for inspection.


Ø I advise that this is a meeting of shareholders of Mykco Ltd.

Ø We a number non shareholders here today. We welcome you all as our guests
and we thanks you for your interest in our company.
Ø There is no automatic right for a non-shareholder to attend this meeting nor to
speak at the meeting. However we will do our best to accomodate your
questions.

Ø Please note if you would like to speak at any time
o Please raise your hand; and
o Wait to be acknowledged by the Chair.
o Please give your name and advise whether you are a shareholder, media
or a guest.
o The Chair will retain the right to accept or reject the comments or
questions on a case by case basis.
Ø I ask that all mobile phones be turned off or to silent.
Ø I ask that you note the exits which we will need to use in the event of an
emergency.


2.0 Agenda

I am sure you have all read the Notice of Meeting and the attachments.
We will take these as read.

The agenda for today is in your Notice of Meeting and on the screen:

a) Introduction and Opening by Chair of the Meeting, Brent King
b) Resolution 1: Acquisition of Corporate Holdings Limited, and Issue of Shares
to the Vendors
c) Resolution 2: Management Agreement with Brent Douglas King
d) Resolution 3: Directors’ Remuneration Fee Pool

All Resolutions are interdependent. This means that unless all Resolutions are
approved, none of them will be considered to have passed and Mykco will remain a
listed shell. The Resolutions have been made interdependent because the directors
of Mykco (Directors) consider they are a package. If Resolution 1 above
(Resolution 1) was to be passed without also passing Resolution 2 above
(Resolution 2) and Resolution 3 above (Resolution 3), Mykco would be acquiring a
substantial business without having appointed a Managing Director or having
provided for the Directors and the directors of Mykco’s new subsidiaries to be
remunerated appropriately. Directors will assume additional responsibilities as a
result of Mykco acquiring CHL, which acquired General Finance Limited (General
Finance) and Investment Research Group Limited (IRG) on 19 December 2017.
Directors of Mykco’s new subsidiaries need to continue to be remunerated
appropriately, particularly the directors of General Finance, which is a non bank
deposit taker, with substantial legal obligations. Equally, the Directors consider that
Resolution 2 and Resolution 3 do not need to be passed if Resolution 1 is not
passed.

Let us now turn to the first Resolution.

3.0 Resolution 1: Acquisition of Corporate Holdings Limited, and Issue of
Shares to the Vendors

To consider and, if thought fit, to pass the following special resolution:

That, subject to Resolutions 2 and 3 being passed, the shareholders approve the
acquisition by Mykco Limited (Mykco) of all the shares in Corporate Holdings
Limited (CHL), except for the 100,000 shares which Mykco already owns:

a) for a purchase price of $6,132,436.80, being the 6,412,000 shares to be
purchased, multiplied by 95.64 cents, which is the amount of the net assets
per share of CHL derived from management accounts of CHL as at 31
January 2018;

b) to be satisfied by Mykco issuing 104,323,240 fully paid ordinary shares in
Mykco at an issue price of 5.88 cents per share, being the 6,412,000 shares
to be purchased, multiplied by 16.27 (16.27 is the number of shares in Mykco
to be issued for each share in CHL that is purchased, and is the net assets
per share of CHL of 95.64 cents referred to above divided by 5.88 cents which
is the net assets per share of Mykco as at 30 September 2017 based on
unaudited accounts of Mykco as at that date).

and otherwise on the terms described in the Explanatory Notes.

Brent Douglas King, Barter Investments Limited and Garth William Ward
(collectively King Associates) are prohibited by NZAX Listing Rule 9.3.1 and Rule
17 of the Takeovers Code from voting any shares they hold on Resolution 1. Mykco
shareholders not associated with Borneo Capital Limited (Borneo) – not a
shareholder in Mykco Limited (Mykco) but a shareholder in Corporate Holdings
Limited (CHL) – or the King Associates are referred to as Non-associated
Shareholders. The Non-associated Shareholders are the shareholders permitted to
vote on Resolution 1. Should the above transaction proceed it will result in Borneo
controlling 26.25% of the voting rights in Mykco and the King Associates controlling
21.13% of the voting rights in Mykco.

Do we have a proposer of the motion ? Thankyou ------------------------

Do we have a seconder? Thankyou ______________

• I will speak to the resolution then Rewi and Graeme will speak to the
resolution.
• BK personal view is attached

• I now ask Mr Bugo to speak to the resolution :

• I ask Mr Brown to speak to the resolution :

• I ask Mr Simmonds to make any further points he thinks apprpriate.

I now open the matter for discussion by Shareholders.

Shareholder questions Discussions

I believe the Shareholders have had sufficient time to gain the information on which
to make an informed decision.

As such I put Resolution 1 to the vote.
Ø All in favour say AYE
Ø Those against please say NO

Based on the proxies held and the voice vote I declare the motion ___________



4.0 Resolution 2: Management Agreement with Brent Douglas King

I pass the Chair to Mr Rewi Bugo

RB Words

To consider and, if thought fit, to pass the following ordinary resolution:

That, subject to Resolutions 1 and 3 being passed, Mykco Limited (Mykco)
enter into a Management Agreement with Brent Douglas King, the current
Managing Director of Corporate Holdings Limited (CHL), whereby Mr King is
appointed Managing Director of Mykco and its subsidiaries, including CHL
and its subsidiaries, as from completion of Mykco’s purchase of CHL, such
Agreement to extend to Mykco and its subsidiaries but otherwise to be on
substantially the same terms as and in substitution for his existing
Management Agreement with CHL, such terms being described in the
Explanatory Notes.

The King Associates are prohibited by NZAX Listing Rule 9.3.1 from voting any
shares they hold on Resolution 2.


I move the motion
Do we have a seconder? Thankyou ______________

I now open the matter for discussion.

I believe the Shareholders have had sufficient time to gain the information on which
to make an informed decision.

As such I put Resolution 2 to the vote.
Ø All in favour say AYE
Ø Those against please say NO

I declare the motion ___________

Mr King assumes the Chair


5.0 Resolution 3: Directors’ Remuneration Fee Pool

To consider and, if thought fit, to pass the following ordinary resolution:

That, subject to Resolutions 1 and 2 being passed, the total Directors’
remuneration fee pool is increased by $150,000, from $150,000 to $300,000
per annum.

Directors of Mykco and their Associated Persons (as defined in the NZAX Listing
Rules) (Associated Persons) are prohibited by NZAX Listing Rule 9.3.1 from voting
any shares they hold on Resolution 3.

I move the motion
Do we have a seconder? Thankyou ______________

I now open the matter for discussion.
I believe the Shareholders have had sufficient time to gain the information on which
to make an informed decision.

As such I put Resolution 3 to the vote.
Ø All in favour say AYE
Ø Those against please say NO

I declare the motion ___________


Items of General Business can be raised at the Annual Meeting of shareholders
which will follow this Special Meeting at 2.15pm.

Closing

Thank you for your attendance at this Special Meeting today.

This has been a very significant step in the hisrory of Mykco ,IRG and General
Finance Ltd.


The Annual Meeting of Mykco will commence at 2.15pm / in 5 minutes ( delete one )