General Capital releases Share Purchase Plan

General Capital Limited
Level 7, 12-26 Swanson Street,
PO Box 1314, Shortland Street,
Auckland, New Zealand. 1140.
Phone +64 9 304 0145
Fax +64 9 358 3858


9 November 2018









Dear Shareholder,

General Capital continues to develop.


I am writing to you to give you an update of developments within General Capital Limited.
(formerly Mykco Limited).


Special Meeting

You will be aware that we held a Special Meeting on 31 July 2018 and we agreed to
purchase General Finance Limited and Investment Research Group Limited. The purchase
was settled on 3 August 2018. Since that date we have been busy integrating the businesses
into the Group and planning the next stage.


Share Purchase Plan

At the Special Meeting we had requests from a number of Shareholders to be able to
increase their holdings. Some shareholders have small holdings and they wanted to increase
their holding, so they had a sensible investment in General Capital. The Directors have
considered the request and we have agreed to allow each shareholder the right to purchase
up to $15,000 worth of new shares. This is called a Share Purchase Plan (SPP).

I am pleased to advise that we have included the SPP document with this letter.
Please read this carefully and consider taking advice from a Qualified Advisor.

Also, please note the Key Dates. We cannot extend the dates so if you are interested in
increasing your shareholding ensure you act within the deadlines.

Placements

We have advised the market we are seeking to make placements up to a total value of
$1.75m @ 6.75cents per share.
We will advise the market once this is completed.
Please note that this price is the same price that the SPP shares are offered to shareholders.


Warrants

We have announced to the market that we are putting a resolution to a Special Meeting of
Shareholders that every shareholder of General Capital on record date will receive
• One 2020 warrant per share they hold on the record date and
• Two 2021 warrants per share they hold on record date.

We enclose a Notice of Special Meeting giving the details.
Please read carefully and seek financial advice to ensure that you understand the issues
involved.


General

We are working hard to build and develop General Capital Limited.
We are offering you opportunities to become more involved in the Group.

I thank you for your support and look forward to seeing you at the Special Meeting.

Kind regards

Brent King
Managing Director

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GENERAL CAPITAL LIMITED




Share Purchase Plan
9 November 2018













This is an important document. You should read the whole document before deciding whether to
subscribe for shares. If you have any doubts about what to do, please consult your financial or legal
adviser.

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Contents

IMPORTANT INFORMATION ......................................................................................................................... 3

CHAIRPERSON’S LETTER ................................................................................................................................. 5

KEY DETAILS AND KEY DATES ..................................................................................................................... 6

QUESTIONS AND ANSWERS ......................................................................................................................... 8

TERMS AND CONDITIONS ........................................................................................................................... 12

GLOSSARY ........................................................................................................................................................... 18

DIRECTORY ........................................................................................................................................................ 19

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IMPORTANT INFORMATION
General information
This information has been prepared by General Capital Limited (General Capital) in connection
with an offer of up to $15,000 of new ordinary shares per Eligible Shareholder (Offer). This Offer is
made to Eligible Shareholders under the exclusion in clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013 (FMCA). This document is not a product disclosure statement for the purpose of
the FMCA and does not contain all of the information that an investor would find in a product
disclosure statement or which may be required in order to make an informed investment decision
about this Offer or General Capital.

Additional information available under continuous disclosure obligations
General Capital is subject to continuous disclosure obligations under the NZAX Listing Rules. Market
releases by General Capital, including its most recent financial statements, are available at
www.nzx.com under stockcode GEN.

Offering restrictions
No action has been taken to permit a public offering of the Shares in any jurisdiction outside New
Zealand. A 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.

No guarantee
No person named in this document (nor any other person) guarantees the Shares to be issued
pursuant to this Offer or warrants the future performance of General Capital or any return on any
investment made pursuant to this document.

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 Eligible Shareholder.

Enquiries
Enquiries about this Offer can be directed to an NZX Primary Market Participant, or your solicitor,
accountant or other professional adviser. If you have any questions about the number of Shares shown
on the Application Form that accompanies this document, or how to complete the Application Form,
please contact the Share Registrar as set out in the Directory.

Forward-looking statements
This document contains certain statements that relate to the future. Such forward-looking statements
are not a guarantee of future performance and involve known and unknown risks, uncertainties,
assumptions and other factors, many of which are beyond the control of General Capital and which
may cause the actual results, performance or achievements of General Capital to differ materially from
those expressed or implied by such statement. Under those circumstances you should not regard the
inclusion of forward-looking statements as a representation or warranty by General Capital or its
respective officers or directors or any other person with respect to the achievement of the results
set out in any such statement, or that underlying assumptions used will in fact be realised.

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Dividend policy
The Directors have adopted a policy that there will not be any dividend payments or other
distributions made for the foreseeable future as any surplus funds are intended to be retained in order
to capitalise on growth opportunities. Accordingly, and until that policy changes, returns on Shares
will be limited to the proceeds of sale or other disposition of Shares.

Privacy
Any personal information provided by Eligible Shareholders on the Application Form will be held by
General Capital and/or the Share Registrar at the address as set out in the Directory. This information
will be used for the purposes of administering your investment in General Capital. This information
will only be disclosed to third parties with your consent or if otherwise required by law. Under the
Privacy Act 1993, you have the right to access and correct any personal information held about you.

Times
All references to time in this document are to New Zealand time.

Defined terms
Capitalised terms used in this Share Purchase Plan (SPP) document have the specific meanings given
to them in the Glossary at the back of this document or in the relevant section of this document.

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CHAIRPERSON’S LETTER
9 November 2018.

Dear Shareholder,

General Capital’s Capital Raising to Support Further Growth

General Capital is pleased to offer you this opportunity to participate in its SPP. Eligible Shareholders
have the opportunity to acquire additional shares, without incurring brokerage or other transactional
costs. General Capital may pay brokerage in respect of applications for Shares under the SPP.

The SPP forms part of General Capital’s capital raising initiative announced on 15 October 2018. That
initiative comprises the Placement (currently being made) the SPP (being made in conjunction with the
Placement) and the Warrant Issues (the Placement and the Warrant Issues are described on page 8).

The price per Share under the SPP is 6.75 cents per Share.
General Capital is seeking to raise up to $2,509,787 through the SPP, which will be in addition to the
$1,750,000 currently being sought by General Capital under the Placement. The maximum that
General Capital intends to raise under the Warrant Issues is $35,264,580 (this is subject to adjustment
as the amount of the Warrant Issues to shareholders is affected by the amount of the Placement and
the amount of the SPP).
General Capital’s capital raising initiative follows its recent acquisition of Corporate Holdings Limited
and its subsidiaries, General Finance Limited and Investment Research Group Limited.
The funds raised under the Placement, the SPP and the Warrant Issues will be used mainly to fund
further growth in General Finance’s loan book.

Share Purchase Plan

The SPP is available to all General Capital shareholders in New Zealand on equal terms. It gives all
Eligible Shareholders the opportunity to invest up to $15,000 in new General Capital Shares with the
minimum application of $400. The issue price is the same as the price payable by investors in the
Placement.

If we receive applications for Shares in excess of $2,509,787, your application will be scaled on a
proportionate basis with regard to the size of your application and you will receive fewer Shares than
the number you applied for.

The SPP is intended to close at 5pm on 3 December 2018. To apply for your new General
Capital shares, you should apply online at www.shareoffer.co.nz/generalcapital or complete and return
the enclosed Application Form with a cheque or direct credit the application monies allowing sufficient
time for it to be received and cleared by 3 December 2018. Instructions for completing and sending
your Application Form and application monies are set out in the Application Form accompanying this
document.
Further details about the SPP are included in this document. While participation in the SPP is optional,
if Eligible Shareholders choose not to participate in the SPP, their shareholdings will be diluted.

On behalf of the Board, I welcome your participation in this Offer.

Rewi Bugo
Chairman
General Capital Limited

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KEY DETAILS AND KEY DATES
Key Details

Eligible Shareholder

A person who, at 5pm on the Record Date
(8 November 2018), was recorded in General
Capital’s share register as being a registered
holder of Shares and having an address in New
Zealand recorded in that register or whom
General Capital is satisfied can otherwise
participate in the SPP in compliance with all
applicable laws.

Equal participation Each Eligible Shareholder, big or small, has the
right to apply for the same dollar amount of
Shares.

Application amount You can apply for a minimum application of $400
and thereafter in multiples of $100 up to $15,000
of Shares.

Issue price Shares are priced at 6.75 cents per Share.
When to apply Applications must be received by 5.00pm on the
Closing Date (3 December 2018, unless
extended).

How to apply Applications can be made online at
www.shareoffer.co.nz/generalcapital

To complete an online application, you will be
required to enter your CSN/Holder number as
shown on the Acceptance Form. Payment for
applications made online must be made by direct
credit.

Alternatively, complete and return your
personalised Application Form accompanying this
document together with payment, in accordance
with the instructions.

Receiving your Shares You will receive your Shares on the Allotment
Date (6 December 2018, unless extended).

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Offer Timetable*

Date Event Description
8 November 2018 Record Date The date on which Eligible Shareholders are
determined.

9 November 2018

Opening Date SPP opens.
3 December 2018 Closing Date SPP closes. Application Forms and payment
must be received by 5.00pm.

6 December 2018 Allotment Date Shares allotted. Trading of the Shares is
expected to commence on the NZAX on the
next Trading Day.

No later than
13 December 2018
Allotment Statements
mailed
Allotment Statements despatched to
participating Shareholders within 5 business
days of the Allotment Date.

*Subject to the Listing Rules, General Capital reserves the right to alter the Offer Timetable
(notwithstanding that this Offer has opened or all of the Application Forms have been received).
General Capital reserves the right to withdraw this Offer at any time before the Allotment Date in
its absolute discretion.

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QUESTIONS AND ANSWERS
1. What is the Share Purchase Plan (SPP)?
The SPP allows Eligible Shareholders to purchase additional Shares without incurring
brokerage or other transaction costs. General Capital may pay brokerage in respect of
applications for Shares under the SPP.

All Shares issued under the SPP will be of the same class as, and rank equally with, all Shares
currently on issue. The Shares have been accepted for quotation on the NZAX with effect on
or shortly after the Allotment Date.

2. Why is General Capital offering the SPP?
General Capital announced on 15 October 2018 that it intended to raise new capital to
support growth of its business. The first phase of the capital raising is the Placement, being the
equity placement of $1,750,000 of shares to existing and new investors. This involves just
under 26 million new Shares being issued at 6.75 cents per Share. The Placement commenced
on 15 October 2018 and is expected to be completed on or prior to 26 November 2018.

The second phase of the capital raising is the SPP, which is intended to raise a maximum of
$2,509,787. The SPP enables each Eligible Shareholder to subscribe for up to $15,000 of Shares
at a price of 6.75 cents per new Share.

The third phase of the capital raising is intended to comprise the following warrant issues:

2.1 A 1:1 pro rata renounceable issue to existing shareholders of warrants and an offer of
the new shares to be issued upon exercise of those warrants. Each warrant would be
issued free of charge and entitle the holder to subscribe for cash for one ordinary
share in General Capital at an exercise price of 7.75 cents per ordinary share at any
time on or prior to 5pm on 31 March 2020 (GENWA Warrants).
2.2 A 2:1 pro rata renounceable issue to existing shareholders of warrants and an offer of
the new shares to be issued upon exercise of those warrants. Each warrant would
entitle the holder to subscribe for cash for one ordinary share in General Capital at
an exercise price of 9.00 cents per ordinary share at any time on or prior to 5pm on
30 November 2021 (GENWB Warrants).
2.3 An issue to directors and senior managers of General Capital or any of its subsidiaries,
selected by the Board of General Capital in its absolute discretion, of up to 20 million
GENWB Warrants.

The price Eligible Shareholders will pay for each new Share under the SPP is the same as the
price payable by investors in the Placement.

3. Am I eligible to participate?
You are eligible to participate in the SPP if you were registered as a General Capital
shareholder at 5pm on 8 November 2018 (being the Record Date) and your address recorded
on the share register is in New Zealand or General Capital is satisfied you can otherwise
participate in the SPP in compliance with all applicable laws.

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4. How many Shares can I purchase?
Eligible Shareholders can apply for up to $15,000 of Shares under the SPP, with a minimum
application of $400 and thereafter in multiples of $100.

General Capital will need to scale your application backwards if the total value of valid
applications exceeds $2,509,787 (see clause 9 of the Terms and Conditions).

5. What is the Issue Price of the Shares?
The price of the Shares to be issued under the SPP will be 6.75 cents per Share (being the
same price as the price payable by investors in the Placement).


6. 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.

7. 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 receive more than one copy of this SPP document, or if you hold Shares in more than
one capacity (ie. because you are both a sole and joint holder of Shares), you may only
purchase Shares in all capacities up to the $15,000 limit. By applying to purchase Shares under
the SPP, you certify and represent that you have not exceeded that limit.

8. Do I have to participate?
No. Participation is entirely voluntary. If you choose not to participate in the SPP, your
shareholding in General Capital may be diluted.

9. 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.

10. What are the risks to investing in the SPP?
The latest price at which Shares were traded on the NZAX prior to the date of this Offer
was 9 cents per Share, which is more than the price of the Shares to be issued under the SPP.
The market price of Shares traded on the NZAX may rise or fall between the date of this
Offer and the date when Shares are allotted to you. Therefore, the price paid under the SPP
may prove to be higher or lower than the price at which Shares are trading on the NZAX at
the time the Shares are issued under the SPP.

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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
Offer and your participation under the SPP.

Further information about General Capital, including its most recent financial statements, can
be obtained from General Capital’s website: http://www.gencap.co.nz. You are also
recommended to monitor General Capital’s announcements through the NZAX website:
www.nzax.com, which are released under the ticker code GEN.

11. What is the current Share price?
The current price of General Capital’s Shares is quoted on the NZAX website at
www.nzx.com/market/NZAX/securities/GEN.

12. How do I apply for Shares under the SPP?
Apply online at www.shareoffer.co.nz/generalcapital or follow the step-by-step instructions
set out on the enclosed personalised Application Form. Send your completed Application
Form with your payment by cheque or direct credit as set out in the instructions on the
Application Form.

Once submitted, you will not be able to withdraw or revoke your application.

13. How long is the SPP open and when will I receive my Shares?
The SPP opens on 9 November 2018 and is expected to close at 5pm on 3 December 2018,
unless extended. If you want to participate you should ensure your Application Form and
payment (by cheque or direct credit) is received by 5.00pm on the Closing Date.

Please allow adequate time for mail deliveries and cheque clearance if payment is made
by cheque. Applications received after this time may not be accepted.

You will receive Shares issued to you under the SPP on the Allotment Date which is currently
expected to be 6 December 2018. 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.

The Allotment Date is currently expected to be 6 December 2018. General Capital may,
subject to the Listing Rules, extend the Closing Date and the Allotment Date.

14. 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 and rounded up to the nearest Share.

If General Capital receives applications for Shares in excess of $2,509,787, it will scale back
the number of Shares to be allotted to applicants under the SPP (see clause 9 of the Terms
and Conditions).

15. Will the Shares be quoted?
The Shares will be quoted on the NZAX. The NZAX is a licensed market operated by NZX
Limited, which is a licensed market operator regulated under the Financial Markets Conduct
Act 2013. However, NZX accepts no responsibility for any statement in this SPP document.

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It is expected that you will be able to commence trading the Shares allotted to you under the
SPP on the NZAX on the Trading Day after the Allotment Date.

16. Why is there a maximum application amount?
This Offer under the SPP needs to comply with the conditions imposed by Listing Rule 7.3.4(c)
which caps the maximum application amount of each Eligible Shareholder at $15,000.

17. What is General Capital’s dividend policy?
The Directors have adopted a policy that there will not be any dividend payments or other
distributions made for the foreseeable future as any surplus funds are intended to be retained
in order to capitalise on growth opportunities. Accordingly, and until that policy changes,
returns on Shares will be limited to the proceeds of sale or other disposition of Shares.

18. Further assistance
If you have any further questions, please contact your broker or financial, investment or other
professional adviser before making your investment decision.

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TERMS AND CONDITIONS
1. Eligible Shareholder
1.1 You may participate in the SPP if you are an Eligible Shareholder.
1.2 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
Application Form is taken to have been given by all of them.
1.3 If you are an Eligible Shareholder, your rights under this Offer are personal to you and not
renounceable, so you may not transfer them.
2. Offer Timetable*
Date Event Description
8 November 2018 Record Date The date on which Eligible Shareholders are
determined.

9 November 2018

Opening Date SPP opens.
3 December 2018 Closing Date SPP closes. Application Forms and payment
must be received by 5.00pm.

6 December 2018 Allotment Date Shares allotted. Trading of the Shares is
expected to commence on the NZAX on the
next Trading Day.

No later than
13 December 2018
Allotment Statements
mailed
Allotment Statements despatched to
participating Shareholders within 5 business
days of the Allotment Date.

*Subject to the Listing Rules, General Capital reserves the right to alter the Offer Timetable
(notwithstanding that this Offer has opened or all of the Application Forms have been
received).

General Capital reserves the right to withdraw this Offer at any time before the Allotment
Date in its absolute discretion.

3. Issue Price and Number of Shares
3.1 The price of the Shares to be issued under the SPP is 6.75 cents per Share.
3.2 Subject to clause 4.2, if you are an Eligible Shareholder you may apply for a minimum
application of $400 and thereafter in multiples of $100 up to $15,000 of Shares.
3.3 Eligible Shareholders may only apply for a maximum of $15,000 under the SPP and may only
make one application. 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 whether the Eligible Shareholder is applying through a Custodian or on his or
her own behalf. Any application in excess of $15,000 will be deemed to be an application for
$15,000.

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4. Custodians
4.1 Any Eligible Shareholder that:
(a) Is a trustee corporation or a nominee company and hold Shares in General
Capital by reason only of acting for another person in the ordinary course of
business of that trustee corporation or a nominee company; or
(b) Hold Shares in General Capital by reason only of being a bare trustee of a
trust to which the Shares are subject,
is a custodian (Custodian) under the SPP.

4.2 Custodians may apply to purchase Shares for greater than $15,000 but only up to the total
value of Shares applied for on behalf of each beneficial owner in New Zealand for whom the
Custodian acts as a custodian. Custodians must confirm to General Capital that they are
holding Shares as a custodian for that beneficial owner by providing the written certification
to General Capital described in clause 4.3 below. Each beneficial owner may only direct the
Custodian to apply on behalf of that beneficial owner for one of the parcels described in clause
3.2.
4.3 If a Custodian applies to purchase Shares on behalf of one or more beneficial owners, the
Custodian must certify to General Capital in writing by validly completing the Application
Form:
(a) That the Custodian holds Shares directly or indirectly as a custodian for
beneficial owners;
(b) The number of those beneficial owners;
(c) In respect of each of the beneficial owners, how many Shares the beneficial
owner or the beneficial owner’s agent has instructed the custodian to accept
on behalf of that beneficial owner; and
(d) That the Custodian undertakes not to accept on behalf of any of those
beneficial owners for which it acts directly or indirectly as custodian, Shares
the total price of which is more than $15,000.
5. Completion the Application Form and paying for Shares
If you wish to participate in the SPP, you must apply online at
www.shareoffer.co.nz/generalcapital or complete the Application Form and provide a cheque,
or pay by direct credit, for the parcel of Shares you have selected in accordance with the
instructions on the Application Form. Cheques must be drawn on a New Zealand bank
account.

6. General Capital’s discretion to accept or reject applications
6.1 General Capital has a complete discretion to accept or reject your application to purchase
Shares under the SPP, including (without limitation) if:
(a) Your Application Form is incorrectly completed, incomplete or otherwise
determined by General Capital to be invalid;
(b) Your cheque is dishonoured or has not been completed correctly;

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(c) You enclosed a cheque with your Application Form that is not made out in
New Zealand dollars for the exact amount of the parcel that you have selected
on the Application Form;
(d) You chose the direct credit option and the funds were not received in the
account as detailed on the Application Form by the Closing Date;
(e) It appears that you are applying to buy more than $15,000 (in aggregate) of
Shares (except if you are a Custodian applying on behalf of more than one
beneficial owner in accordance with clause 4.2);
(f) Your Application Form is received after the Closing Date. While General
Capital has a discretion to accept late Application Forms and cheques, there
is no assurance that it will do so. Late Application Forms and cheques, 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;
(g) General Capital believes that you are not an Eligible Shareholder or
Custodian; or
(h) General Capital considers that your application does not otherwise comply
with these terms and conditions.
6.2 No interest will be paid on any application monies returned to you. Any refunds for whatever
reason will be paid to you either by direct credit to your bank account (if those details are
held by the Share Registrar) or by cheque mailed within 5 business days of the Allotment Date.
7. Significance of sending in an application
7.1 If you apply to purchase Shares under the SPP online or by completing and returning the
Application Form:
(a) Your application, on these terms and conditions, will be irrevocable and
unconditional (ie. it cannot be withdrawn);
(b) You certify to General Capital that you are an Eligible Shareholder entitled to
apply for Shares under these terms and conditions;
(c) You acknowledge that the SPP is conditional and 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 certify to General Capital that you are not applying for Shares under the
SPP with an aggregate application amount in excess of $15,000 (including any
application made through a Custodian) even though you may have received
more than one offer under the SPP or received offers in more than one
capacity under the SPP;
(f) You authorise General Capital (and its officers or agents) to correct any error
in, or omission from, your Application Form and to complete the Application
Form by the insertion of any missing details;

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(g) You acknowledge that General Capital may at any time irrevocably determine
that your Application Form is valid, in accordance with these terms and
conditions, even if the Application Form is incomplete, contains errors or is
otherwise defective;
(h) You accept the risk associated with any refund that may be despatched to you
by cheque to your address shown on General Capital’s share register;
(i) You agree to indemnify General Capital for, and to pay General Capital within
5 business days of demand, any dishonour fees or other costs General Capital
may incur in presenting a cheque for payment which is dishonoured;
(j) You acknowledge that none of General Capital, 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 the risk that the market price of Shares may change
between the date of this Offer and the Allotment Date. A change in the
market price during this period may affect the value of the Shares you receive
under the SPP; and
(l) You irrevocably and unconditionally agree to these terms and conditions.
7.2 If a Custodian applies to purchase Shares under the SPP for a beneficial owner pursuant to
clause 4.2, the certification referred to in clause 7.1(e) will be taken to be given by the
beneficial owner on whose behalf the Custodian is applying to purchase Shares.
8. Issue Price
You agree to pay the Issue Price per Share up to the maximum amount you have selected on
the Application Form.

9. Scaling
9.1 If you apply for Shares under the SPP, you will apply for a dollar amount rather than a number
of Shares. The number of Shares you will receive will be determined by dividing the dollar
amount of Shares you have applied for by the Issue Price, unless your application is scaled back
in accordance with clause 9.2, in which case the number of Shares you receive will be
determined by dividing the dollar amount of the Shares you have been allocated (following
scaling) by the Issue Price. If this calculation produces a fractional number, the number of
Shares you will be allotted will be rounded up to the nearest whole number of Shares.
9.2 If General Capital receives applications in excess of $2,509,787, it will scale back all applications
on a proportionate basis by reference to the size of existing shareholdings held at the time of
allotments. 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 either by direct credit
to your bank account (if those details are held by the Share Registrar) or by cheque mailed
within 5 business days of the Allotment Date. No interest will be paid on any application
monies returned to you.

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10. Shortfall Shares
In the event that General Capital receives, in aggregate, valid applications for less than
$2,509,787 of Shares under the SPP, General Capital may allot those shortfall Shares in
accordance with Listing Rule 7.3.4(d).

11. The Shares
11.1 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 General Capital quoted on the
NZAX.
11.2 The Shares have been accepted for quotation on the NZAX with effect on or shortly after
the Allotment Date. The NZAX is a licensed market operated by NZX Limited, which is a
licensed market operator regulated under the Financial Markets Conduct Act 2013. NZX does
not accept any responsibility for any statement in this SPP document.
11.3 You cannot trade in any Shares issued to you pursuant to the SPP, either as principal or agent,
until quotation on the NZAX in accordance with the Listing Rules. General Capital expects
that Shares issued under the SPP will commence trading on the NZAX on the Trading Day
after the Allotment Date.
12. Amendments to the SPP and waiver of compliance
12.1 Notwithstanding any other term or condition of the SPP and/or the Application Form, General
Capital may, at its discretion:
(a) Make non-material modifications to the SPP on such terms and conditions it
thinks fit (in which event applications for Shares under the SPP will remain
binding on the applicant notwithstanding such modification and irrespective of
whether an Application Form was received by the Share Registrar before or
after such modification is made); and/or
(b) Suspend or terminate the SPP at any time prior to the issue of 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.
12.2 General Capital reserves the right to waive compliance with any provision of these terms and
conditions.
12.3 General Capital will notify NZX of any waiver, amendment, variation, suspension, withdrawal
or termination of the SPP.
13. Dispute Resolution
If any dispute arises in connection with the SPP, General Capital 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. General Capital’s decision will be final and binding.
14. Inconsistency
Unless otherwise determined by the Directors, in the event of any inconsistency between the
terms and conditions of the SPP and:

17
6883.005_012.docx

(a) The accompanying letter from the Chairman of General Capital and
Questions and Answers, the terms and conditions take precedence; and
(b) General Capital’s constitution, General Capital’s constitution will prevail.
15. Governing law
These terms and conditions shall be governed by and construed in accordance with the laws
of New Zealand.

18
6883.005_012.docx

GLOSSARY
Allotment Date 6 December 2018, unless extended.

Application Form The personalised application form relating to the SPP that you
received with this SPP document, including the instructions on the
reverse of the form.

Closing Date 3 December 2018, unless extended.

Custodian The meaning given to that word in clause 4.1 of the terms and
conditions set out in this document.

Director A director of General Capital.

Eligible Shareholder A person who, at 5.00pm on the Record Date, was recorded in
General Capital’s share register as being a registered holder of
Shares and having an address in New Zealand recorded in that
register or whom General Capital is satisfied can otherwise
participate in the SPP in compliance with all applicable laws.

General Capital General Capital Limited.

Issue Price 6.75 cents per Share.

Listing Rules The NZAX Listing Rules.

NZAX

An alternative equity security market created by NZX.
NZX NZX Limited.

Opening Date 9 November 2018.

Placement The $1,750,000 placement of Shares in General Capital currently
being made to existing and new investors that commenced on
15 October 2018 and is expected to be completed on 16 November
2018.

Record Date 8 November 2018.

Share Registrar Computershare Investor Services Limited.

Share An ordinary share of General Capital.

SPP The share purchase plan detailed in this SPP booklet.

Trading Day A full day on which the Shares are quoted, and not suspended from
quotation or made subject to a trading halt, on the NZAX. A day on
which NZAX is closed or on which trading on the NZAX is
suspended is not a Trading Day.

Warrant Issues The warrant issues described in Question 2 of the Questions and
Answers on page 8.

19
6883.005_012.docx

DIRECTORY
ISSUER

General Capital Limited
Level 7
12-26 Swanson Street
Auckland 1010

PO Box 1314,
Shortland Street
Auckland 0632

Phone +64 9 304 0236

http://www.gencap.co.nz/

SHARE REGISTRAR

Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622

Private Bag 92119
Victoria Street West
Auckland 1142

Phone +64 9 488 8777

enquiry@computershare.co.nz
www.investorcentre.com/nz

LEGAL ADVISERS

Lowndes Limited
Level 5, Lowndes House
18 Shortland Street
PO Box 7311
Auckland 1141

---

6883.005_010.docx v3

APPLICATION FORM
GENERAL CAPITAL LIMITED SHARES ISSUED UNDER A SHARE PURCHASE PLAN
CSN/ Holder Number




Number of Shares Held



Share Holder (the Holder)


You may apply for General Capital Shares online at http://www.shareoffer.co.nz/generalcapital by following the
onscreen instructions or by completing this Application Form. Your application may be up to a maximum value of
NZ$15,000 with a minimum amount of NZ$400 and thereafter in multiples of NZ$100. Please indicate the amount of
shares you are applying for below, and either pay by direct credit to the account detailed below or attach a cheque
payable to “General Capital Share Purchase Plan”. Cheques must be in New Zealand dollars and must not be post-
dated.


Please indicate the acceptance amount to a maximum of NZ$15,000,
subject to a minimum of NZ$400 and only in multiples of NZ$100:

Payment Options:
Option 1: Pay by DIRECT CREDIT to Computershare Investor Services Limited
Bank: ANZ Bank Auckland (Queen and Victoria Streets)
Bank Account 01-1839-0926540-003
Payments made by direct credit must quote the reference and particulars – shown below to ensure you payment is
identifiable. Please advise the date of the payment in the box below

Deposit Reference Particulars Date of Payment
Applicants paying by direct credit must submit their payment instructions to their bank, so the payment is received in
Computershare’s bank account in cleared funds by no later than 5.00pm (NZT) on Monday 3 December 2018, being
the Closing Date. Applicants must still complete this form and return it by the Closing Date where payment has been
made by direct credit.
Option 2: Enclose a CHEQUE for immediate value drawn on a New Zealand bank, made payable to “General Capital
Share Purchase Plan”. Please do not post-date your cheque.

$

6883.005_010.docx v3
By signing this form the Holder hereby:
(a) Elects to acquire the amount of Shares indicated above at 6.75 cents (NZ currency) per Share: and
(b) as set out on the next page of this form enters into an indemnity in favour of and for General Capital Limited
Dated and executed the day of 2018
1.1 FOR AN INDIVIDUAL / JOINT / ATTORNEY 1.2 FOR A COMPANY / BODY CORPORATE
Your signature(s)
_____________________________________
(All joint holders to sign)
Signature(s)
_____________________________________
Duly authorised signatory

NOTES AND INSTRUCTIONS FOR COMPLETION
1 INTERPRETATION: In this form references to the Holder in the singular shall include the plural.
2 TO ACCEPT THE OFFER: Sign this form in the space provided above. Companies must sign in accordance with the
Companies Act 1993.
3 JOINT HOLDERS: If the Shares are registered in the names of joint holders, all must sign the form.
4 POWER OF ATTORNEY: If the form is signed under a power of attorney, the relevant power of attorney must be
submitted with the form for noting and return, and the certificate printed on the next page must be completed. Where this
power of attorney has already been noted by General Capital Limited, then this fact must be stated under the signature of
the attorney.
5 ON COMPLETION: Applicants paying by direct credit can scan and email the signed Application Form to
generalcapital@computershare.co.nz. Alternatively, place the signed Application Form in the enclosed reply paid envelope
together with your cheque (where applicable) for the acquisition price made payable to General Capital Limited and deliver
or post to Computershare Investor Services Limited, 159 Hurstmere Road Takapuna, Private Bag 92119, Auckland 1142,
New Zealand, as soon as possible.
6 PREVIOUS SALE: If you have sold any of your Shares, please pass a copy of this form together with a copy of the
accompanying letter to your sharebroker or the purchaser(s) of such Shares. If you have sold some of your Shares, record
that fact on this form by amending the number of Shares noted as being held by you on the face of this form.

6883.005_010.docx v3
BY THE HOLDER’S EXECUTION ON THE FACE OF THIS FORM, THE HOLDER HEREBY DECLARES THAT:
• the Holder is the holder of Shares stated above;
• the Holder has not mortgaged, pledged, transferred, granted a security interest or otherwise dealt with the
Shares and no other person holds any interest in the Shares and they are the property of the Holder
absolutely; and
• the Holder will indemnify General Capital Limited against any costs, loss or damages arising out of the
Shares being mortgaged, pledged, transferred, subject to a security interest or otherwise dealt with.

IF THIS FORM IS SIGNED UNDER POWER OF ATTORNEY, THE ATTORNEY(S) SIGNING MUST SIGN THE
FOLLOWING CERTIFICATE:

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
I/WE, _________________________________________________________________
(Insert name of Attorney(s) signing)
of ____________________________________________________________________
(Address and Occupation)
HEREBY CERTIFY:
1. THAT by a Power of Attorney dated the _______day of ______________ the Holder named and
described on the face of this form (the Donor) appointed me his/her/its/their attorney on the terms and
conditions set out in that Power of Attorney.
2. THAT I/we have executed the form printed on the face of this document as attorney under that Power of
Attorney and pursuant to the powers thereby conferred upon me/us.
3. THAT at the date hereof I/we have not received any notice or information of the revocation of that Power
of Attorney by the death (or winding up) of the Donor or otherwise.

Signed at _________________this ______day of_____________ 2018


_______________________________
Signature of Attorney(s)
NOTE: Your signature does not require witnessing