General Capital Special Meeting presentations

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1
Welcome to
General Capital
Limited’s
Special Meeting
10.30am Thursday 29 November
2018
Brent King
Managing
Director

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2
Agenda
1.Chairman’s Introduction
2.Apologies
3.Resolutions
General Capital Directors
Brent King
Rewi Bugo
Huei Min (Lyn) Lim
Simon McArley
Graeme Brown

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Brent King
Managing
Director
Agenda
1.Chairman’s Introduction
2.Apologies
3.Resolutions

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Resolution 1: Warrant Issues to Shareholders.
•To consider and, if thought fit, to pass the
following special resolution:
•“ThatforthepurposesofSection129ofthe
CompaniesActandNZAXListingRule9.1.1,the
Companyapproveanissuetoholdersofexisting
ordinarysharesintheCompanyofupto371,820,342
newordinarysharesintheCompany(subjectto
adjustmentasdescribedintheExplanatoryNotes)
pursuanttothefollowingrenounceableissuesof
warrants:
Resolution 1: Warrant Issues to Shareholders
continued.
(a)Aoneforoneprorataissueof123,940,114
warrants(subjecttoadjustmentasdescribedin
theExplanatoryNotes)thatentitletheholderof
eachwarranttosubscribeforcashforone
ordinaryshareintheCompanyatanexercise
priceof7.75centsperordinaryshareatanytime
onorpriorto31March2020;and

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Resolution 1: Warrant Issues to Shareholders
continued.
(b)Atwoforoneprorataissueof247,880,228
warrants(subjecttoadjustmentasdescribedin
theExplanatoryNotes)thatentitletheholderof
eachwarranttosubscribeforcashforone
ordinaryshareintheCompanyatanexercise
priceof9.00centsperordinaryshareatanytime
onorpriorto30November2021.”
Resolution 1: Warrant Issues to Shareholders
•Discussion on the Resolution

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Resolution 2: Warrant Issue to Directors and
Senior Managers
•To consider and, if thought fit, to pass the
following ordinary resolution:
•“ThatforthepurposesofNZAXListingRules
7.3.1(a)and9.2.1,theCompanyapproveanissue
ofthefollowingwarrants,andthesharestoissueon
theexerciseofthosewarrants,todirectorsand
seniormanagersoftheCompanyoranyofits
subsidiaries,selectedbytheBoardoftheCompany
initsabsolutediscretion:
Resolution 2: Warrant Issue to Directors and Senior
Managers continued
•20millionwarrantsthatentitletheholderofeach
warranttosubscribeforcashforoneordinaryshare
intheCompanyatanexercisepriceof9.00centsper
ordinaryshareatanytimeonorpriorto30
November2021(includedwithintheexpression
directorsandseniormanagersarecontractors,
consultants,consultantcompanies,andanytrustee
ortrusteesoforforanyoftheforegoingpersons)”.

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Resolution 2: Warrant Issue to Directors and Senior
Managers
•Discussion on the Resolution
•Resolution 3: Placements
•To consider and, if thought fit, to pass the
following ordinary resolution:
•“That for the purposes of NZAX Listing Rule 7.3.1(a),
shareholders approve the issue of up to $1,750,000
of new ordinary shares in the Company to fund
growth.”

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•Resolution 3: Placements
•Discussion on the Resolution
Brent King
Managing
Director

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Thank you for attending
the Special Meeting.
General Capital Limited

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General Capital Limited Special Meeting
29 November 2018

Speech – Chairman of the Meeting
Brent King

1.0 Introduction

Good morning everybody.
It is just past 10.30am and it is time to start .
My name is Brent King, I am the Managing Director of General Capital Ltd. Our
Chairman Mr Rewi Bugo is unable to attend today and the Board has asked me to
chair the meeting.
I would like to introduce my fellow Directors Ms Lyn Lim and Mr Simon McArley.
2 of our Directors Mr Rewi Bugo and Mr Graeme Brown are not able attend today.
They are currently out of the country.

All of the Directors are part time and they have commitments.

The Notice of Meeting was in the pack sent out for Shareholder consideration..
We have limited spare copies .
Please share with each other as we have very limited copies.

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 General Capital Ltd’s Special
Meeting.
I advise that we have received 24 proxies representing 13,250,651votes.

Apologies
- We have the following Apologies:
-
- Mr Rewi Bugo, Mr Graeme Brown and Mr Rob Hart (director of General
Finance Limited).

- Do we have any other Apologies?

We also have in attendance:

• Mr. Garth Ward who undertakes the Company Secretarial and Governance
roles for General Capital Ltd
• Staples Rodway, represented by Mr. Nigel De Frere and Mr Aser Izurriaga Lerga
, who are auditors
• Mr. Allan McRae of Lowndes who is our lawyer

• Directors of General Finance, Mr Don Hattaway The Independent Chair, Mr
Greg Pearce Executive Director Lending and Credit, Mr Alistair Ward
independent non-executive Director and Mr Jonathan Clark CFO.


Ø I advise that this is a meeting of shareholders of General Capital 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 retains 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: Warrant Issues to Shareholders
c) Resolution 2: Warrant Issue to Directors and Senior Managers
d) Resolution 3: Placements

All Resolutions are independent. Each resolution stands or falls on the vote on the
day.
Let us now turn to the first Resolution.


3.0 Resolution 1: Warrant Issues to Shareholders

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

That for the purposes of Section 129 of the Companies Act and NZAX Listing
Rule 9.1.1, the Company approve an issue to holders of existing ordinary
shares in the Company of up to 371,820,342 new ordinary shares in the
Company (subject to adjustment as described in the Explanatory Notes)
pursuant to the following renounceable issues of warrants:

(a) A one for one pro rata issue of 123,940,114 warrants (subject to
adjustment as described in the Explanatory Notes) that entitle the holder
of each warrant to subscribe for cash for one ordinary share in the
Company at an exercise price of 7.75 cents per ordinary share at any
time on or prior to 31 March 2020; and
(b) A two for one pro rata issue of 247,880,228 warrants (subject to
adjustment as described in the Explanatory Notes) that entitle the holder
of each warrant to subscribe for cash for one ordinary share in the
Company at an exercise price of 9.00 cents per ordinary share at any
time on or prior to 30 November 2021.


I propose the motion.

Do we have a seconder? Thankyou ______________

• I will speak to the resolution.

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: Warrant Issue to Directors and Senior Managers

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

That for the purposes of NZAX Listing Rules 7.3.1(a) and 9.2.1, the Company
approve an issue of the following warrants, and the shares to issue on the
exercise of those warrants, to directors and senior managers of the Company
or any of its subsidiaries, selected by the Board of the Company in its absolute
discretion: 20 million warrants that entitle the holder of each warrant to
subscribe for cash for one ordinary share in the Company at an exercise price
of 9.00 cents per ordinary share at any time on or prior to 30 November 2021
(included within the expression directors and senior managers are contractors,
consultants, consultant companies, and any trustee or trustees of or for any of
the foregoing persons).

The directors and senior managers of the Company and its subsidiaries and their
Associated Persons (which includes the following shareholders: Borneo Capital
Limited, Brent Douglas King, Barter Investments Limited, Garth William Ward, Belian
Holdings Limited and Donald Frederick Hattaway) 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 ___________


5.0 Resolution 3: Placements

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

That for the purposes of NZAX Listing Rule 7.3.1(a), shareholders approve the
issue of up to $1,750,000 of new ordinary shares in the Company to fund
growth.

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 ___________



Closing

Thank you for your attendance at this Special Meeting today and your support for the
General Capital Group.

I remind all shareholders that the Share Purchase Plan offer is still open. The offer will
close at 5pm on 3 December 2018. There is still an opportunity to invest until that time.
All Share Purchase Plan investments will qualify for the Warrants that have been
approved in Resolution 1.

We now have additional capital and we are looking to develop and grow our
businesses.
This has been a very significant step in the history of General Capital ,IRG and General
Finance Ltd.