GEN Amended Notice of Meeting

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




NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

2:00PM, FRIDAY, 28 AUGUST 2020

General Capital Limited (the Company) gives you notice that the Annual Meeting of
shareholders of the Company will be held at Commodore’s Room, Royal New Zealand
Yacht Squadron, 181 Westhaven Drive, Westhaven Marina, Auckland 1011
commencing at 2:00pm on Friday, 28 August 2020.


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. Directors’ Recommendation 2
7. Voting Details 2
8. Explanatory Notes 4
9. Glossary 4
10. Proxy/Voting Form Attached
The Explanatory Notes which accompany this Notice of Meeting set out the details of the
transactions which are the subject of the resolution and the approval required for the 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


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 2020,
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 2021.”
Explanatory Notes
Explanatory notes on the Resolution are set out below.
Directors’ Recommendation
The Directors unanimously recommend that you vote in favour of the Resolution.
Voting Details
Voting Entitlements
The persons who will be entitled to vote on the resolutions at the Annual Meeting are those persons
who are General Capital shareholders at 5:00pm on Thursday, 27 August 2020.
Casting Your Vote
You may cast your vote by either:
1. Personal attendance: If you wish, you can attend the Annual Meeting and vote. Voting will be by way
of poll. You must bring the Proxy/Voting Form with you to vote.
2. Appoint a proxy to vote: You may appoint a proxy or corporate representative (if the shareholder
is a body corporate) to attend the Annual Meeting to act generally at the meeting and to vote on your
behalf. Your proxy does not need to be a General Capital shareholder. To do this, you should
complete the Proxy/Voting Form. It must be returned to the share registrar by 2:00pm on 26 August
2020.
You may return your Proxy/Voting Form by:
• Completing the Proxy/Voting Form and either posting it or faxing it to the share registrar; or
• Completing the Proxy/Voting Form online at www.investorvote.co.nz

3


Proxy/Voting Forms
The Proxy/Voting Form allows you to vote either for or against, or abstain from, the resolution
notified in the Notice of Meeting. If you appoint a General Capital director as your proxy to vote on
your behalf, then any undirected proxies granted to the director will be voted in favour of the relevant
resolution. If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or
your named proxy does not attend the Annual Meeting, the Chair of the meeting will be your proxy
and will vote in accordance with your express direction. General Capital directors are not prepared
to speak at the Annual Meeting on behalf of a shareholder who appoints them as their proxy. If you
wish to be heard at the meeting you should either attend in person or appoint a proxy other than a
General Capital director. To assist shareholders wishing to exercise their voting rights at the Annual
Meeting (whether in person or by proxy), the Proxy/ Voting Form accompanying this Notice of
Meeting has been personalised with individual shareholder details. The Proxy/ Voting Form shows
your current shareholding. If, at 5:00pm on 27 August 2020, your shareholding is different from that
shown on the Proxy/Voting Form, you can update the entitlement on arrival at the meeting.
Method of Voting
Voting on the resolution put before the Annual Meeting will be by poll. Results of the voting will be
available after the conclusion of the meeting, and will be notified on the NZX.
Voting Thresholds
Resolution 1 is an ordinary resolution. An ordinary resolution means a resolution passed by a simple
majority of votes of shareholders of the Company entitled to vote and voting.

By order of the Board



Rewi H Bugo
Chairman

4


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 2021.

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.

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.

shareholders means the shareholders of the Company.

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Your secure access information
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PLEASE NOTE:
www.investorvote.co.nz
General Capital Limited
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By Mail
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Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
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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 26 August 2020
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 Commodore's Room, Royal New Zealand Yacht Squadron, 181 Westhaven Drive, Westhaven Marina, Auckland on Friday 28 August 2020 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 Commodore's Room, Royal New Zealand Yacht Squadron,
181 Westhaven Drive, Westhaven Marina, Auckland on Friday
28 August 2020 at 2pm.
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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 2021.