General Capital gives notice of Annual Meeting

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



6883.006_008.docx v3

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

30 AUGUST 2019

General Capital Limited (the Company) gives you notice that the Annual Meeting of
shareholders of the Company will be held at Raffles Room, Stamford Plaza Auckland,
22-26 Albert Street, Auckland, 1010 commencing at 2:00pm on 30 August 2019.


The Contents of this Notice of Meeting Page
1. Chairman’s introduction 2
2. Apologies 2
3. Chairman’s address 2
4. Receive Annual Report 2
5. Resolution 1: Auditors 2
6. Resolution 2: Re-election of Director: Rewi Hamid Bugo 2
7. Resolution 3: Re-election of Director: Huei Min (Lyn) Lim 2
8. Resolution 4: Changes to the Company’s Constitution 2
9. Directors’ Recommendation 2
10. Voting Details 3
11. Explanatory Notes 4
12. Glossary 6
13. Admission Card/Proxy Form/Voting Paper Attached
The Explanatory Notes which accompany this Notice of Meeting set out the details of the
transactions which are the subject of the resolutions and the approval required for each resolution
by the shareholders of the Company pursuant to the constitution of the Company, the Companies
Act 1993 (Companies Act) and the NZSX Listing Rules.
All capitalised terms used in this Notice of Meeting are defined in the Glossary of definitions at
the end of this Notice of Meeting.
The business of the meeting will be:

2

6883.006_008.docx v3
Chairman’s Introduction
Apologies
Chairman’s Address
Receive Annual Report
To receive and consider the Annual Report of the Company for the year ended 31 March 2019,
including the financial statements for that year and the directors’ and auditor’s reports to the
shareholders.
Resolution 1: Auditors
To record that the Company’s Auditors, Baker Tilly Staples Rodway Auckland, are automatically
reappointed as auditors pursuant to section 207T of the Companies Act 1993 and to consider,
and if thought fit, to pass the following ordinary resolution:
“That the directors of the Company be authorised to fix the fees and expenses of the auditors of
the Company for the financial year ending 31 March 2020.”
Resolution 2: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution:
“That Rewi Hamid Bugo, who retires by rotation at the Annual Meeting and is eligible for re-election,
be elected as a director of the Company (see Explanatory Notes).”
Resolution 3: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution:
“That Huei Min (Lyn) Lim, who retires by rotation at the Annual Meeting and is eligible for re-election,
be elected as a director of the Company (see Explanatory Notes).”
Resolution 4: Changes to the Company’s Constitution
To consider and, if thought fit, to pass the following special resolution:
“That the Company’s existing constitution is revoked and that the proposed constitution, as presented
to this meeting and signed by the Chairman for the purpose of identification, be adopted as the
constitution of the Company (see Explanatory Notes).”
Explanatory Notes
Explanatory notes on the Resolutions are set out below.
Directors’ Recommendation
The Directors unanimously recommend that you vote in favour of Resolutions 1 to 4.

3

6883.006_008.docx v3
Voting Details
Ordinary Resolution
Resolutions 1 to 3 are ordinary resolutions. An ordinary resolution means a resolution passed by a
simple majority of votes of shareholders of the Company entitled to vote and voting.
Special Resolution
Resolution 4 is a special resolution. A special resolution means a resolution passed by a majority of
75% or more of the votes of those shareholders of the Company entitled to vote and voting on the
resolution in person or by proxy.
Proxies and Representatives
Shareholders may exercise their right to vote at the meeting either by being present in person or by
appointing a proxy to attend and vote in their place. A proxy may vote at the meeting and at any
adjournment thereof and on any resolution to amend any of the resolutions, on any resolution so
amended and on any other resolution proposed at the meeting (or any adjournment). A proxy need
not be a shareholder of the Company. The Chairman of the Meeting is willing to act as a proxy for
any shareholder who may wish to appoint him for that purpose. If the shareholders appoint the
Chairman of the Meeting as their proxy, and do not direct him how he is to vote, then the Chairman
of the Meeting intends to vote any discretionary proxies that he receives in favour of the Resolutions.
A body corporate shareholder may appoint a representative to attend the meeting on its behalf. A
proxy form is enclosed with this notice.
If you wish to vote by proxy you must complete the attached form and produce it to the Company
by lodging the proxy form online by following the instructions on the form, delivering it to the
Company’s Share Registrar, Computershare Investor Services Ltd, Level 2, 159 Hurstmere Road,
Takapuna, Auckland or by posting it to The Share Registrar, General Capital Limited, c/o
Computershare Investor Services Ltd, Private Bag 92119, Auckland 1142, New Zealand in each case,
so as to be received no later than 48 hours before the meeting is due to begin (i.e. before 2pm on 28
August 2019.
Postal voting is not available.
By order of the Board





Rewi H Bugo
Chairman

4

6883.006_008.docx v3
EXPLANATORY NOTES
Resolution 1: Auditors
Baker Tilly Staples Rodway, Auckland is automatically reappointed as auditors under section 207T of
the Companies Act 1993. Resolution 1 authorises the Board to fix the fees and expenses of the
auditors for the financial year ending 31 March 2020.
Resolutions 2 and 3: Re-election of Directors
Under Listing Rule 2.7.1, two directors of the Company are required to retire from office at the 2019
annual meeting. Such directors are eligible for re-election at the annual meeting. The directors
required to retire at the annual meeting are the directors who have been longest in office since their
last election or deemed election. Messrs Bugo and Lim are, accordingly, retiring at the annual meeting
and, being eligible, seek re-election.
Rewi Hamid Bugo (B.Sc., M.Com) (Resolution 2)
Rewi Hamid Bugo is a graduate of the University of Canterbury, Christchurch where he obtained a
Bachelor of Science in Management Science and a Master of Commerce in Business Administration.
He has business experience in several sectors including oil and gas, property development, insurance
broking and travel and tourism.
Mr Bugo sits on the board of several private companies in Malaysia and New Zealand, is Vice Chairman
of the Sarawak Chapter of the Malaysia New Zealand Chamber of Commerce and is a Trustee of
WWF Malaysia.
The Board considers that Mr Bugo does not qualify as an independent director.
Huei Min (Lyn) Lim (LLB (Hons)) (Resolution 3)
Huei Min (Lyn) Lim is an independent director and a lawyer. She is a Director of NZX listed
Restaurant Brands New Zealand Limited and is on the Boards of the AUT University (as a Council
Member), the Auckland Regional Amenities Funding Board and various private companies. She has
held various governance roles including being a trustee and Chair of Foundation North (formerly the
ASB Community Trust) and a director at Public Trust.
Lyn was a founding partner of Forest Harrison, a legal firm that she started in 2006. Prior to that she
was a partner in a New Zealand national legal firm. Lyn has been appointed as a Member of the New
Zealand Order of Merit.
The Board considers that Ms Lim qualifies as an independent director.
Resolution 4: Changes to the Company’s Constitution
The Company was listed on the NZAX until it migrated to the NZX Main Board on 1 July 2019. As
a Migrating Issuer that has migrated from the NZAX to the NZX Main Board, the Company operates
with the benefit of class waivers and rulings granted by NZX Regulation on 19 November 2018 in
relation to Migrating Issuers (“Class Waivers and Rulings”). These Class Waivers and Rulings have
enabled the Company to operate under its existing constitution provided it complies with the
requirements for a constitution that complies with the NZSX Listing Rules and provided also that it
put a resolution to this meeting (being Resolution 4) to approve a NZSX Listing Rules compliant
constitution.

5

6883.006_008.docx v3
The Company’s existing constitution does not meet all the requirements of the NZSX Listing Rules.
To comply with the NZSX Listing Rules, the Company needs to amend its constitution. In addition
to the amendments required to comply with the NZSX Listing Rules, the Company has taken this
opportunity to improve and modernise aspects of the existing constitution.
The marked-up copy of the Company’s existing constitution showing all the proposed changes and a
clean copy of the proposed new constitution can be viewed on the Company’s website:
www.gencap.co.nz/shareholders.
The most significant proposed changes to the existing constitution are summarised below.
1. Amending the clause setting out the requirement for a quorum for a meeting of shareholders
to provide for a quorum of 5 shareholders who have cast postal votes or are present in person
(or by representative in the case of a corporate shareholder) or by proxy (see clause 15.1).
The existing clause requires shareholders who have cast postal votes or are present in person
or by proxy, and who are able to cast a majority of votes, to constitute a quorum. The existing
provision is considered to be too restrictive, and the proposed provision is consistent with
what can be found in other public listed company constitutions.
2. Including a provision requiring the Company to comply with the minimum board composition
requirements of the Listing Rules (see clause 16.1).
3. Including a clause relating to director rotation to incorporate the requirements of the Listing
Rules by reference to the Listing Rules (see clause 16.6).
The proposed amendments do not impose or remove a restriction on the Company’s activities, and
accordingly no rights arise under section 110 of the Companies Act.
The Board unanimously recommends that shareholders vote in favour of the amendments to the
Company’s existing constitution.

6

6883.006_008.docx v3
GLOSSARY


Board means the Directors, acting as a board.

Companies Act means the Companies Act 1993.

Company means General Capital Limited.

Directors means the directors of the Company.

NZAX means the alternative market previously operated by NZX.

NZAX Listing Rules means NZX’s listing rules for NZAX.

NZSX means NZX’s Main Board.

NZSX Listing Rules means NZX’s listing rules for the NZSX.

NZX means NZX Limited.

ordinary resolution means a resolution passed by a simple majority of votes of shareholders of the
Company entitled to vote and voting.

Resolutions means Resolutions 1 to 4 and Resolution means any of them.

shareholders means the shareholders of the Company.

special resolution means a resolution passed by a majority of 75% or more of the votes of those
shareholders entitled to vote and voting on the resolution in person or by proxy.

---

Your secure access information
Control Number:
PLEASE NOTE:
www.investorvote.co.nz
General Capital Limited
Smartphone?
Scan the QR code to vote now.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Lodge your proxy
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
CSN/Securityholder Number:
You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
For your proxy to be effective it must be received by 2pm Wednesday 28 August 2019
Turn over to complete the form to vote
How to Vote on Items of Business
All your securities held at the time of the meeting will be voted in accordance
with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
'the Chairman' or the name of your proxy in the space allocated in 'Step 1'of
this form.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item. The
Chairman of the Meeting is willing to act as a proxy for any shareholder who
may wish to appoint him for that purpose. If the shareholders appoint the
Chairman of the Meeting as their proxy, and do not direct him how he is to vote,
then the Chairman of the Meeting intends to vote any discretionary proxies that
he receives in favour of the Resolutions.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you may need to provide
evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.

STEP 1
ATTENDANCE SLIP
SIGN
Contact Name Contact Daytime Telephone Date
STEP 2
hereby appointof
or failing him/her
of
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a securityholder/s of
General Capital Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of General Capital
Limited to be held at Raffles Room, Stamford Plaza Auckland, 22-26 Albert Street, Auckland on Friday 30 August 2019 at 2pm and at any adjournment of that
meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your
votes will not be counted in computing the required majority.
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
Signature of Securityholder(s) This section must be completed.
Securityholder 1
or Sole Director/Director
Securityholder 2
or Director (if more than one)
Securityholder 3
Annual General Meeting of General Capital Limited to be held
at Raffles Room, Stamford Plaza Auckland, 22-26 Albert Street,
Auckland on Friday 30 August 2019 at 2pm.
@Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
ForAgainstAbstain
Proxy
Discretion
Ordinary Business
Resolution 1That the directors of the Company be authorised to fix the fees and expenses of the auditors of the
Company for the financial year ending 31 March 2020.
Resolution 2That Rewi Hamid Bugo, who retires by rotation at the Annual Meeting and is eligible for re-election, be
elected as a director of the Company (see Explanatory Notes).
Resolution 3That Huei Min (Lyn) Lim, who retires by rotation at the Annual Meeting and is eligible for re-election, be
elected as a director of the Company (see Explanatory Notes).
Resolution 4That the Company’s existing constitution is revoked and that the proposed constitution, as presented to
this meeting and signed by the Chairman for the purpose of identification, be adopted as the constitution
of the Company (see Explanatory Notes).