General Capital gives notice of Annual Meeting

General Capital Limited
General Capital House
Level 8, 115 Queen Street
PO Box 1314, Shortland Street
Auckland, New Zealand, 1140.
Phone +64 9 304 0145




NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

11:00am, Friday, 27 August 2021

General Capital Limited (the Company) gives you notice that the Annual Meeting of
shareholders of the Company will be held at the Commodore’s Room, Royal New
Zealand Yacht Squadron, 181 Westhaven Drive, Westhaven Marina, Auckland
commencing at 11:00 am on Friday, 27 August 2021.


The Contents of this Notice of Meeting Page
1. Agenda 1
2. Extraordinary Business 2
3. Independent Advisors Report 3
4. Regular Business 3
5. Explanatory Notes 4
5. Directors’ Recommendation 13
6. Voting Details 14
7. Glossary 16
8. 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 resolutions 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 NZX Listing Rules and the Takeovers
Regulations 2000 (Takeovers Code or Code).
All capitalised terms used in this Notice of Meeting are defined in the Glossary of definitions at
the end of this Notice of Meeting.
If you have sold or otherwise transferred all of your shares in General Capital Limited, please
pass this Notice of Meeting, together with the accompanying documents, as soon as possible to
the purchaser or transferee or to the broker or other person who arranged the sale or transfer
of your shares.

1 Agenda
The business of the meeting will be:
1.1 Chairman’s Introduction
1.2 Apologies
1.3 Chairman’s Address
1.4 Extraordinary Business
a) Resolution 1: - Issue of Shares for Wholesale Capital Raising. See 2.1 below.
b) Resolution 2: – Issue of Shares to Borneo Capital Limited. See 2.2 below
c) Resolution 3: – Purchase of Shares by Borneo Capital Limited from Belian Holdings
Limited. See 2.3 below.
d) Resolution 4: - Issue of Warrants to Senior Management. See 2.4 below
1.5 Regular Business
a) Consideration and Discussion of Annual Report. See 3.1 below.
b) Resolution 5: - Auditors. See 3.2 below.
c) Resolution 6: – Re-election of Director: Brent Douglas King. See 3.3
d) Resolution 7: – Re-election of Director: Graeme Iain Brown. See 3.3 below
e) Resolution 8: – Re-election of Director: Simon John McArley. See 3.3 below
1.6 Close

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2 Extraordinary Business
2.1 Resolution 1: Issue of Shares for Wholesale Capital Raising – To consider and, if
thought fit, pass the following ordinary resolution:
That, the shareholders approve (for the purposes of NZX Listing Rule 4.1.1) the issue of up to
$5,000,000 of new ordinary shares to such persons (not being Related Persons of the Company) and
in such numbers and proportions as determined by the Board of the Company in its absolute
discretion and at such price and on such terms as the Board of the Company believe is fair and
reasonable to the Company and to all existing shareholders but at not less than 5.75 cents per
share.
All shareholders are permitted to vote on Resolution 1.
2.2 Resolution 2: Issue of Shares to Borneo Capital Limited (“Borneo Allotment”) -
To consider and, if thought fit, to pass the following ordinary resolution:
That, the shareholders approve (for the purposes of NZX Listing Rule 4.1.1 and Rule 7(d) of the
Takeovers Code) the issue of up to 8,333,333 ordinary shares in the company to Borneo Capital
Limited at an issue price of 6.0 cents per share.
The information required by Rule 16 of the Takeovers Code and other relevant information is
contained in the Explanatory Notes- See 5.3.
Rewi Hamid Bugo and Borneo Capital Limited are prohibited (by NZX Listing Rule 6.3 and
Rule 17 of the Takeovers Code) from voting any shares they hold on Resolution 2. General
Capital shareholders not associated with Borneo are permitted to vote on Resolution 2.
2.3 Resolution 3: Purchase of Shares by Borneo Capital Limited from Belian
Holdings Limited (“Borneo Acquisition”) - To consider and, if thought fit, to pass the
following ordinary resolution:
That, the shareholders approve (for the purposes of rule 7(c) of the Takeovers Code) the acquisition
of 12,377,869 ordinary shares in the Company by Borneo Capital Limited from Belian Holdings
Limited at a purchase price of 6.0 cents per share.
The information required by Rule 15 of the Takeovers Code and other relevant information is
described in the Explanatory Notes- See 5.4.
Rewi Hamid Bugo, Borneo Capital Limited, Belian Holdings Limited, Graeme Brown and any
of their associated parties are prohibited (by Rule 17 of the Takeovers Code) from voting any
shares they hold on Resolution 3. General Capital shareholders not associated with Borneo
Capital Limited or Belian Holdings Limited are permitted to vote on Resolution 3.
2.4 Resolution 4: Issue of Warrants to Senior Management – To consider and, if
thought fit, to pass the following ordinary resolution:
That, the Company approve (for the purposes of NZX Listing Rule 4.1.1) an issue the following
warrants, and the shares to issue on the exercise of those warrants, to the senior managers of
the Company being Brent Douglas King (Managing Director) and Jonathan Brian Vijay Clark
(Chief Financial Officer) in such numbers and proportions as determined by the Board of the
Company in its absolute discretion and on such terms as the Board of the Company believe is fair
and reasonable to the Company and to all existing shareholders:
• Up to 8,500,000 warrants that entitle the holder of each warrant to subscribe for cash for
one ordinary share in the Company at an exercise price of 8.0 cents per share at any time
prior to 30 June 2023; and

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• Up to 8,500,000 warrants that entitle the holder of each warrant to subscribe for cash for
one ordinary share in the Company at an exercise price of 9.0 cents per share at any time
prior to 30 June 2024;
Provided that not more than 50% in aggregate of either tranche of warrants may be issued to
Brent Douglas King and associated persons of Brent Douglas King.
Brent Douglas King, Barter Investments Limited and Jonathan Brian Vijay Clark and their
associated persons are prohibited (by NZX Listing Rule 6.3) from voting shares they hold
on Resolution 4. General Capital shareholders not associated with Brent Douglas King,
Barter Investments Limited and Jonathan Brian Vijay Clark are permitted to vote on
Resolution 4.
3 Independent Advisors Report
3.1 As the Borneo Transactions (proposed in Resolutions 2 and 3) will result in a person who
already holds in excess of 20% of the voting securities issued by the Company acquiring
additional securities (in accordance with resolutions under Rule 7(c) and 7(d) of the
Takeovers Code) the Company is required by Rule 18 of the Takeovers Code to obtain
an independent adviser report (Independent Adviser Report) and for that report to be
contained in or to accompany this Notice of Meeting.
3.2 In addition, as the allotment referred to in Resolution 2 is intended to be subscribed for
by an associate of a director of the Company, NZX Listing Rule 7.8.5(b) also requires the
Company to obtain an Independent Adviser Report for the purposes of NZX Listing Rules
7.8.5(b) and for that report to be contained in or to accompany this Notice of Meeting.
3.3 The purpose of that report is to assess the merits of the proposed allotment of shares
under Resolution 2 and the transfer of shares under resolution 3 and confirm whether the
terms of the Borneo Transactions are fair to the Shareholders of the Company (other
than Borneo and its associates). Simmons Corporate Finance Limited (Independent
Adviser) has prepared that report and a copy of their report accompanies this Notice of
Meeting.
3.4 The Independent Advisers conclusions in relation to the Borneo Transactions are set out on
page 3 of the Independent Adviser Report and the Independent Adviser provides a:
a) Summary of its evaluation and conclusions relating to the Borneo Allotment at
paragraphs 2.2 and 2.3 on pages 7 to 9 of its report;
b) Summary of its evaluation and conclusions relating to the Borneo Acquisition at
paragraphs 3.2 on page 18 of its report; and
c) An analysis of the reasonableness of the Borneo Allotment price and the Borneo
Acquisition price at paragraphs 5.1 and 5.2 on pages 25 and 26 of its report.
Shareholders should consider the independent adviser’s report as a whole in order to have a
full understanding of the independent adviser’s opinion.
4 Regular Business
4.1 Annual Report: The meeting will receive, consider and discuss the Annual Report of the
Company for the year ended 31 March 2021, including the financial statements for that
year and the Directors’ and auditor’s reports to the shareholders.
4.2 Resolution 5: 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:

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“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 2022.”
See 5.6 below
4.3 Resolution 6: Re-election of Director: Brent Douglas King: To consider and, if
thought fit, to pass the following ordinary resolution:
That Brent Douglas King, who retires by rotation at the Annual Meeting and is eligible for re-election,
be elected as a director of the Company.
See 5.7 below.
4.4 Resolution 7: Re-election of Director: Graeme Iain Brown: To consider and, if
thought fit, to pass the following ordinary resolution:
That Graeme Iain Brown, who retires by rotation at the Annual Meeting and is eligible for re-election,
be elected as a director of the Company.
See 5.7 below.
4.5 Resolution 8: Re-election of Director: Simon John McArley: To consider and, if
thought fit, to pass the following ordinary resolution:
That Simon John McArley, who retires by rotation at the Annual Meeting and is eligible for re-election,
be elected as a director of the Company.
See 5.7 below.
5 Explanatory Notes
5.1 Introduction: In the 3 years since the 2018 reverse listing of the Company its total
assets have increased from approximately $16.4m to approximately $68.2m. That
represents an overall compounded growth of 60% per annum over the 3-year period. This
mostly reflects the growth of the General Finance Limited (“GFL”) existing borrowing and
lending businesses. The Board believes that to reach critical or optimal scale this business
needs to continue growing at this rate for the coming 2 years and achieve total assets of
between $100m and $150m. However as additional assets are acquired by GFL through
additional deposit funding, the Company is required to contribute additional capital to
GFL in order to satisfy the prudent capital ratio determined by the independent board of
GFL or otherwise required under the Non-bank Deposit Takers Act 2013. The
independent board of GFL currently maintain a capital ratio (as defined by the Non-bank
Deposit Takers Act 2013) of 15%.
The Board is proposing a number of initiatives to ensure the required capital is available
to the Company to support continued growth.
The capital raisings proposed by Resolutions 1 and 2 aim to raise up to $5.5m of
additional share capital which, if fully subscribed and applied to GFL would enable GFL to
increase total deposits by up to $63.7m in the coming year and thus lend or otherwise
acquire financial assets of up to $69.8m, bringing total assets to up to $134.4m. This
assumes the same risk-weighted asset mix as at 31 March 2021is maintained and assumes
no further increases in GFL’s capital through retained earnings. Further increases in GFL’s
capital through retained earnings would increase GFL’s ability to grow its balance sheet
whilst maintaining its prudent capital ratio.
The acquisition of Belian’s shareholding by Borneo which Resolution 3 seeks to approve,
is intended to facilitate an orderly market for that shareholding, avoiding downward
pressure of the Company’s share price during the capital raising.

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The issue of warrants to the Company’s senior managers is intended to incentivise those
senior managers to succeed in implement the Boards growth strategy at no immediate
cost to the Company.
As the Company’s ordinary shares are listed on the NZSX Market operated by NZX it is
a code company for the purposes of the Takeovers Code. Rule 6 of the Takeovers Code
provides that no person who holds or controls 20% or more of the voting rights in the
Company may become the holder or controller of an increased percentage of the voting
rights the Company unless:
• In the case of an increased percentage of the voting rights arising by way of allotment,
the allotment has been approved by an ordinary resolution of Company as required by
Rule 7(d). Accordingly, as Borneo already holds in excess of 20% of the voting
securities issued by the Company, the Borneo Allotment is required to be approved
by the resolution proposed in Resolution 2 before it can proceed.
• In the case of an increased percentage of the voting rights by way of acquisition, the
acquisition has been approved by an ordinary resolution of the Company as required by
Rule 7(c) of the takeovers code. Accordingly, as Borneo already holds in excess of
20% of the voting securities issued by the Company, the Borneo Acquisition is
required to be approved by the resolution proposed in Resolution 3 before it can
proceed.
A detailed explanation of these proposed resolutions are set out in 5.2 to 5.5 below.
5.2 Resolution 1: Issue of Shares for Wholesale Capital Raising – The Board intends to
raise up to $5,000,000 towards meeting its anticipated capital needs by inviting wholesale
investors to subscribe for shares in the Company ranking equally with the existing
ordinary shares issued by the Company. The allotments will be made for cash. The
wholesale investors will be persons who the Board believes it is in the interests of the
Company to become shareholders and who satisfy the definition of “wholesale investor”
for the purposes of the Financial Markets Conduct Act 2013. However, the invitation will
not be open to any Related Party of the Company which excludes the Directors, Senior
Managers, persons who already hold in excess of 10% of the ordinary shares in the
Company and their Associated Persons from participating in the issue. Wholesale
investors participating in the wholesale capital raising will subject to the Takeovers Code
in that:
• no person that holds or controls less than 20% of the voting rights in the Company,
will be allotted equity securities that result in that person becoming the holder or
controller of in excess of 20% of the voting rights in the Company; and
• no person that holds or controls 20% or more of the voting rights in the Company
will be allotted any equity securities that increase the percentage of voting rights in
the Company held or controlled by that person.

NZX Listing Rule 4.1.1 requires that (except in limited circumstances which are
inapplicable or on which the Company does not wish to rely) the Company only Issue
Ordinary Shares and other Equity Securities with approval of an Ordinary Resolution of
Shareholders. Accordingly, the Directors are proposing Resolution 1 to seek that
approval.
The issue price of the shares will be determined by a process of negotiation with
prospective investors and will be influenced by demand for the shares and the prevailing
economic and market conditions at the time of issue of the shares. The issue price will
not be less than:

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• 5.75 cents per share; and
• a price and on such terms as the Board believe is fair and reasonable to the
Company and to all existing shareholders.
The maximum number of shares that than will be issued under the offer to wholesale
investors is 86,956,522 ordinary shares.
The offer to wholesale investors is not underwritten and the final amount to be allotted
will be dependent on the demand received from wholesale investors and the eventual
capital needs of the company over the coming year. The allotment of the additional capital
will be completed within 12 months of approval.
The wholesale capital raising proposed by Resolution 1 will, if approved have a material
dilution effect in relation to each shareholder’s Shareholding in the Company. The number
of shares each shareholder has in the Company will remain unchanged, but the percentage
of shares that the shareholder holds in the Company will be reduced because of the
dilutionary effect. The potential dilution effects of the wholesale capital raising, the Borneo
Capital Limited allotment proposed in Resolution 2 (referred to in 5.3 below), the issue of
warrants to senior management proposed in Resolution 4 (referred to in 5.5 below) and
the GENWB warrants issued by the company in December 2018 are set out in the
following table:
Total ordinary shares prior to capital raising. 162,873,779
Maximum number of shares that may be issued under the
proposed wholesale capital raising (at the minimum issue price of
5.75 cents per share
1
)
86,956,522
Maximum number of shares that may be issued under the
proposed Borneo Capital Limited allotment
8,333,333
Maximum number of shares that may be issued under the warrants
proposed to be issued to Senior Managers
17,000,000
Maximum number of shares that may be issued under the GENWB
warrants issued by the company in December 2018
322,984,884

Example Shareholder: Pre capital raising percentage based on a
holding of 16,287,378 shares
10%
Example Shareholder: Post capital raising assuming that the
maximum number of shares are issued under:
• the wholesale capital raising; and
• the Borneo Capital Limited allotment; and
all the senior management warrants are exercised.
5.9%

1
The minimum issue price of 5.75 cents per share has been used to demonstrate the dilution effect of the
issue. The actual issue price will be determined by the Board by a process of negotiation with prospective
investors at a such price equal to or in excess of this and on such terms as the Board of the Company believe
is fair and reasonable to the Company and to all existing shareholders.

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Example Shareholder: Post capital raising assuming that the
maximum number of shares are issued under;
• the wholesale capital raising; and
• the Borneo Capital Limited allotment;
but that none of the senior management warrants are exercised.
6.3%
Example Shareholder: Post capital raising assuming that the
maximum number of shares are issued under the wholesale capital
raising but:
• the Borneo Capital Limited allotment does not proceed; and
• none of the senior management warrants are exercised.
6.5%
Example Shareholder: Post capital raising assuming:
• that the maximum number of shares are issued under the
wholesale capital raising and the Borneo Capital Limited
allotment
• all the senior management warrants are exercised; and
• that the shareholder received and has retained their
allocation of GENWB Warrants issued to them in December
2018 and that all GENWB Warrants are exercised prior to
30 November 2021.
8.2%
A further analysis of the Dilutionary Impact is set out at paragraph 2.7 on page 12 of the
Independent Advisors report.
The GENWB warrants were issued by the company in December 2018 to all existing
shareholders at a ratio of 2 GENWB Warrants for each ordinary share held at that time.
GENWB warrants were also issued to the directors, senior management and contractors to
the Company and its subsidiaries. There are 322,984,884 GENWB Warrants currently on
issue. The GENWB Warrants are convertible to ordinary shares at any time prior to 30
November 2021 at a conversion price of 9.0 cents per share. As the Average Market Price as
at 23 July 2021 was 5.9 cents per share, the Board believes that it is unlikely a material
proportion of warrant holders will elect to exercise their warrants before expiry unless there
is a significant increase in the share price. It should also be noted that if a material proportion
of the GENWB Warrants were to be exercised, it is unlikely the Board would continue (to
the extent allotments have not already been made) with the wholesale capital raising or the
Borneo Allotment, as the capital needs of the Company would be met by the proceeds of
the exercise of the GENWB Warrants.
If the Company is not able to raise additional capital through the wholesale capital raising
it may preclude the ability of the company and its subsidiaries to continue to grow their
businesses and may limit returns to shareholders in the future.
Shareholders should note that NZX Listing Rule 4.5 permits the company to issue
ordinary shares over a 12-month period that do not exceed 15% of the existing ordinary
shares on issue plus ordinary shares approved for issue. The Board has not utilised this
provision as it is insufficient to permit the full amount of the proposed issue and the
Board believes that obtaining approval for the full amount of the proposed issue proposed
(rather than a portion of it) is more open and transparent for shareholders. In addition, it
enables the 15% placement entitlement to be retained for emergency or unforeseen

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capital needs that may arise. The Directors do not currently have a plan or intention to
utilise that entitlement in the coming 12 months but may do so if they believe it is in the
interests of the Company to do so.
5.3 Resolution 2: Issue of Shares to Borneo Capital Limited – Borneo Capital Limited
(“Borneo”), a company controlled by Rewi Bugo a director of the Company and Chair of
the Board, has agreed (subject to approval of this resolution) to support the capital raising
and contribute up to $500,000 of additional capital. Borneo will do this by subscription for
ordinary shares in the Company ranking equally with the existing ordinary shares issued
by the Company. The allotment of the additional capital will be completed within 12
months of approval.
As Borneo already holds in excess of 20% of the voting securities issued by the Company
it is prohibited from subscribing for additional securities without approval of an Ordinary
Resolution of shareholders in accordance with Rule 7(d) of the Takeovers Code.
In addition, NZX Listing Rule 4.1.1 requires that (except in limited circumstances which
are inapplicable or on which the Company does not wish to rely) the Company only Issue
Ordinary Shares and other Equity Securities with approval of an Ordinary Resolution of
Shareholders.
The allotment of shares to Borneo proposed by Resolution 2 will, if approved have a
material dilution effect in relation to each shareholder’s Shareholding in the Company.
The potential dilution effects of the proposed issue to Borneo is described in 5.2 above.
For the purposes of Rule 16 of the Takeovers Code, the Company and Borneo advise:
a) The recipient of the proposed allotment is Borneo Capital Limited, a company
controlled by Rewi Bugo a director of the Company and Chair of the Board. Borneo
currently holds 25.94% of all voting securities in the Company. If the acquisition
referred to in Resolution 3 (see 5.4 below) is approved and completed, that will
increase to 33.54% of all voting securities in the Company immediately prior to the
allotment;
b) The maximum number of voting securities that could be allotted to Borneo is
8,333,333 ordinary shares. This represents 5.12% of the aggregate of all currently
existing voting securities or 4.87% of all voting securities issued after the allotment;
c) The maximum percentage of all voting securities that could be held or controlled by
Borneo after completion of the allotment is 29.54%.
d) If the acquisition referred to in Resolution 3 (see 5.4 below) is approved and completed,
that maximum percentage of all voting securities will increase to 36.77% of all voting
securities in the Company.
e) If the wholesale capital raising referred to in Resolution 1 is completed in full at the
minimum price of 5.75 cents per share and the acquisition referred to in Resolution 3
(see 5.4 below) is approved and completed, that maximum percentage of all voting
securities that could be held or controlled by to Borneo after completion of the
allotment will decrease to 24.39% of all voting securities in the Company;
f) If the wholesale capital raising referred to in Resolution 1 is completed in full at the
minimum price of 5.75 cents per share, the acquisition referred to in Resolution 3 (see
5.4 below) is approved and completed and all the GENWB Warrants are exercised
prior to 30 November 2021, that maximum percentage of all voting securities that
could be held or controlled by to Borneo after completion of the allotment will
decrease to 25.08% of all voting securities in the Company;
g) The maximum aggregate of the percentages of all voting securities that could be
held or controlled by Borneo and its associates after completion of the allotment is

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also 29.54%. Again, if the acquisition referred to in Resolution 3 (see 5.4 below) is
approved and completed, that maximum percentage of all voting securities will
increase to 36.77% of all voting securities in the Company.
h) The information contained in paragraphs b) to g) is calculated as at 23 July 2021 and
on the assumption that;
i) that the number of voting securities is the number of voting securities on
issue on 23 July 2021; and
ii) that there is otherwise no change in the total number of voting securities on
issue between 23 July 2021 and the end of the allotment period and the
Borneo Allotment is completed prior to the wholesale capital raising referred
to in Resolution 1. If voting securities are issued as a result of the wholesale
capital raising proposed in Resolution 1 (see 5.2 above) the percentages
disclosed will reduce; and
iii) that all 8,333,333 ordinary shares, being the maximum allotment for which
approval is sought are subscribed for by Borneo; and
iv) That the acquisition referred to in Resolution 3 (See 5.4 below) is approved
and completed; and
v) That, except if stated to the contrary, none of the GENWB Warrants on
issue are exercised (see 5.2 above regarding factors affecting this assumption).
i) The issue price for the voting securities to be allotted to Borneo is 6.0 cents per
share payable on allotment; and
j) The allotment is being undertaken to fund the continued growth of the Company, in
particular to enable GFL to continue to grow its borrowing and lending businesses
while maintaining a prudent capital ratio. If Resolution 2 is not passed and the
Company is not able to make the allotment to Borneo, the company will need to
seek capital elsewhere. That capital may not be available at an advantageous price,
increasing the relative cost to the Company and if the capital is not available at all it
may preclude the ability of the Company and its subsidiaries to continue to grow
their businesses.
k) If approved, the allotment will be permitted under rule 7(d) of the Takeovers Code
as an exception to Rule 6 of the Takeovers Code.
l) No agreement or arrangement (whether or not legally enforceable) has been, or is
intended to be, entered into between Borneo and any other person (other than
between Borneo and the Company in respect of the matters referred to in paragraphs
(a) to (j)) relating to the allotment, holding, or control of the ordinary shares in the
Company to be allotted, or to the exercise of voting rights in the Company; and
m) The Independent Adviser Report referred to in 3 above accompanies this Notice of
Meeting; and
n) A statement by the Directors of the Company unanimously recommending that you
vote in favour of Resolution 2 and setting out the reasons for that recommendation
appears in 6 below.
Rewi Hamid Bugo, Borneo and their associated parties are prohibited (by NZX Listing
Rule 6.3 and Rule 17 of the Takeovers Code) from voting any shares they hold on Resolution
2. General Capital shareholders not associated with Borneo are permitted to vote on
Resolution 2.

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5.4 Resolution 3: Purchase of Shares by Borneo Capital Limited from Belian
Holdings Limited – Belian Holdings Limited (“Belian”), a company controlled by Graeme
Brown a director of the Company, holds 12,377,869 ordinary shares in the Company.
Belian wishes to dispose of its shareholding and Borneo Capital Limited (“Borneo”), a
company controlled by Rewi Bugo a director of the Company and Chair of the Board, has
agreed (subject to approval of this resolution) to acquire that shareholding for a price of
6.0 cents per share.
Borneo wishes to undertake the acquisition in order to enable Belian to dispose of its
shareholding in an orderly manner. If Belian seek to dispose of those shares elsewhere or
on market this may result in liquidity exceeding demand and a resulting downward pressure
of the Company’s share price. That in turn may adversely affect the Company’s ability to
complete the wholesale capital raising at a fair price to existing shareholders.
As Borneo already holds in excess of 20% of the voting securities issued by the Company
it is prohibited from acquiring additional securities without approval of an Ordinary
Resolution of shareholders in accordance with Rule 7(c) of the Takeovers Code.
For the purposes of Rule 15 of the Takeovers Code, the Company and Borneo advise:
a) The purchaser of the 12,377,869 ordinary shares in the Company is Borneo Capital
Limited, a company controlled by Rewi Bugo a director of the Company and Chair of
the Board. Borneo currently holds 25.94% of all voting securities in the Company. If the
allotment referred to in Resolution 2 (see 5.3 above) is approved and completed in full,
that will increase to 29.54% of all voting securities in the Company.
b) The vendor of the 12,377,869 ordinary shares in the Company is Belian Holdings
Limited, a company controlled by Graeme Brown a director of the Company.
c) The 12,377,869 ordinary shares in the Company represents 7.60% of all voting
securities in the Company.
d) On completion of the acquisition Borneo will hold 33.54% of all voting securities in the
company.
e) If the allotment referred to in Resolution 2 (see 5.3 above) is approved and completed
in full, that will increase to 36.77% of all voting securities in the Company.
f) If the wholesale capital raising referred to in Resolution 1 is completed in full at the
minimum price of 5.75 cents per share and the allotment referred to in Resolution 2
(see 5.3 above) is approved and completed, that maximum percentage of all voting
securities that could be held or controlled by to Borneo after completion of the
allotment will decrease to 24.39% of all voting securities in the Company;
g) If the wholesale capital raising referred to in Resolution 1 is completed in full at the
minimum price of 5.75 cents per share, the allotment referred to in Resolution 2 (see
5.3 above) is approved and completed and all the GENWB Warrants are exercised
prior to 30 November 2021, that maximum percentage of all voting securities that
could be held or controlled by to Borneo after completion of the allotment will
decrease to 25.08% of all voting securities in the Company;
h) The aggregate of the percentages of all voting securities that will be held or controlled
by Borneo and its associates after completion of the acquisition will also be 33.54% of
all voting securities in the Company and if the allotment referred to in Resolution 2 (see
5.3 above) is approved and completed in full, that will again increase to 36.77% of all
voting securities in the Company;
i) Borneo has agreed to pay 6.0 cents per share for the 12,377,869 being a total
consideration of $742,672.14. The sale will be completed and the consideration paid
within 30 days of approval of the acquisition by the shareholders; and

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j) Borneo wishes to undertake the acquisition in order to enable Belian to dispose of its
shareholding in an orderly manner. If Resolution 3 is not passed and Borneo is not
able acquire the ordinary shares held by Belian, Belian may seek to dispose of those
shares elsewhere resulting in liquidity exceeding demand and a resulting downward
pressure of the Company’s share price. That in turn may adversely affect the
Company’s ability to raise the additional capital required to enable the Company
and its subsidiaries to continue to grow their businesses.
k) If approved by the shareholders, the acquisition will be permitted under Rule 7(c) of the
Takeovers Code.
l) No agreement or arrangement (whether or not legally enforceable) has been, or is
intended to be, entered into between Borneo any other person (other than between
Borneo and Belian) in respect of the matters referred to in paragraphs (a) to (j))
relating to the acquisition, holding, or control of the 12,377,869 ordinary shares in the
Company to be acquired, or to the exercise of voting rights in the Company; and
m) The Independent Adviser Report referred to in 3 above accompanies this Notice of
Meeting; and
n) A statement by the Directors of the Company unanimously recommending that you
vote in favour of Resolution 1 and setting out the reasons for that recommendation
appears in 6 below.
Rewi Hamid Bugo, Borneo, Belian, Graeme Iain Brown and any of their associated parties are
prohibited (by Rule 17 of the Takeovers Code) from voting any shares they hold on
Resolution 3. General Capital shareholders not associated with Borneo are permitted to vote
on Resolution 3.
5.5 Resolution 4: Issue of Warrants to Senior Management –The Board propose to issue
of warrants to Brent Douglas King and Jonathan Brian Vijay Clark, being the senior
managers of the Company. NZX Listing Rule 4.1.1 requires that (except in limited
circumstances which are inapplicable or on which the Company does not wish to rely) the
Company only Issue Ordinary Shares and other Equity Securities with approval of an
Ordinary Resolution of Shareholders.
The issue of warrants to senior managers of the Company is intended to incentivise those
senior managers, at no cost to the Company and in a way that further aligns the interests of
shareholders with the interests of senior management. The funds received from the
exercise of the warrants (if any) would be applied to fund the further growth of the
Company and its subsidiaries.
Should Resolution 4 not be passed this would deny the Company an opportunity to
incentivise those senior managers at no cost to the Company in a way that further aligns
the interests of shareholders as well as limiting the Company’s ability to align with the
interests of senior management.
The eventual exercise of the options (if that occurs) will have a material dilution effect in
relation to each shareholder’s Shareholding in the Company. The potential dilution effects
of the proposed issue to Borneo is described in 5.2 above.
No payment is required for the Warrants. The exercise price of the warrants has been set
at a premium over the allotment price of the allotment referred to in Resolution 2 and
the Average Market Price in order to provide a suitable incentive to the senior managers
to grow the Company’s value. Before the senior managers could expect to receive a
benefit from exercise of the Warrants they would need to come into the money (that is
to say when the Company’s share price exceed the relevant warrant exercise price).
Those exercise prices are:

12

• For the 8,500,000 warrants exercisable prior to 30 June 2023, 8.0 cents per share;
and
• For the 8,500,000 warrants exercisable prior to 30 June 2024, 9.0 cents per share
The Board is therefore seeking to incentivise the senior managers to grow the Company’s
share price by 1.0 cent per annum in the period to 30 June 2024. That represents an
increase in the share price of over 50% over the 3-year period. Further the senior
managers are incentivised to maintain the share price following exercise of the Warrants
as they will sustain a loss if the share price subsequently falls.
The final number of each tranche of Warrants to be issued to each of Brent Douglas King
and Jonathan Brian Vijay Clark within the maximum numbers determined by Resolution 4
will be determined by the Board of the Company in its absolute discretion provided that
(as specified in the resolution) not more than 50% in aggregate of either tranche of
warrants may be issued to Brent Douglas King and associated persons of Brent Douglas
King.
It is not intended that the Warrants be quoted on NZX. The Board has also resolved that
the warrants:
• will not be transferable to any person or entity not controlled by the relevant senior
manager; and
• will only be exercisable if the relevant senior manager remains employed by or a
contractor to the Company at the date of exercise.
The warrants will otherwise be issued on such terms as the Board believe is fair and
reasonable to the Company and to all existing shareholders.
Brent Douglas King, Barter Investments Limited and Jonathan Brian Vijay Clark and their
associated persons are prohibited by NZX Listing Rule 6.3 from voting shares they hold
on Resolution 4. General Capital shareholders not associated with Brent Douglas King,
Barter Investments Limited and Jonathan Brian Vijay Clark are referred to as Non-
associated Shareholders and the Non-associated Shareholders are permitted to vote on
Resolution 4.
5.6 Resolution 5: Auditors - Baker Tilly Staples Rodway, Auckland is automatically reappointed
as auditors under section 207T of the Companies Act 1993. Resolution 5 authorises the
Board to fix the fees and expenses of the auditors for the financial year ending 31 March 2022.
5.7 Resolutions 6, 7 and 8: Re-election of Directors Under NZX Listing Rule 2.7.1, no
director may hold office (without re-election) past the third annual meeting following
appointment or 3 years, whichever is the longest. Such directors are eligible for re-election.
Messrs King, Brown and McArley were last elected at the 2018 annual meeting and are
accordingly retiring at the annual meeting and being eligible, seek re-election.
a) Brent Douglas King (BCom, CA, CMA) (Resolution 6)
Brent King was the founder and managing director of Dorchester Pacific Limited, and its
subsidiary Dorchester Finance Limited, until he resigned in 2006. During his tenure he
built that company from zero to over $480m in assets and returns of 20% per annum
for over 10 years. Dorchester Pacific Limited was a public issuer with a registered
prospectus for more than fifteen years. During that time Dorchester Pacific Limited and
other companies Brent was a director of registered in excess of 100
prospectuses/disclosure documents. After leaving Dorchester Pacific Limited Brent
founded the investment company, Viking Capital Limited, which was listed on the
NZAX in 2006. Viking Capital Limited undertook a number of investments but after

13

sustaining losses sold its remaining business assets in 2012, resulting in it becoming a
listed shell that subsequently became a vehicle for a back door listing in 2015.

Mr King has been Managing Director of General Capital Limited, and its subsidiaries
General Finance Limited, Investment Research Group Limited since 3 August 2018. He
is also a director of Equity Investment Advisers Limited and King Capital & Investment
Corporation Limited. Mr King has also held directorships with a number of public and
private companies including Finzsoft, 42Below, Charlies and Chow Group.

The Board considers that Mr King does not qualify as an independent director.
b) Graeme Iain Brown (B Com) (Resolution 7)
Graeme Brown is a graduate of the University of Otago, Dunedin where he obtained a
Bachelor of Commerce. He has over 20 years’ experience in the Malaysian plantation
industry. He has been the Managing Director of Keresa Plantations Sdn. Bhd. since
1997. Keresa Plantations is one of just a few RSP0 certified plantations in Sarawak.
Graeme also founded Keresa Mill Sdn. Bhd. in 2005, which has been a pioneer in the
successful implementation of advanced milling technologies for FFB processing.
Graeme has been an executive director of Sarawakiana Realty Sdn. Bhd., a property
company, since 1996, and Malesiana Tropicals Sdn. Bhd., a tissue culture company, since
2000 as well as being a director of several private companies, including Rajang Wood
Sdn. Bhd., a plantation holding company, since 1996.
The Board considers that Mr Brown qualifies as an independent director.
c) Simon John McArley (LLB (Hons)) (Resolution 8)
Simon McArley is an independent director and a lawyer. He is a graduate of Victoria
University Wellington where he obtained a Bachelor of Law, with Honours. He was a
partner of a national law firm for 10 years before commencing a sole practice
specialising in corporate and governance issues, 20 years ago. In that time he has spent
time as acting head of regulation at NZX, acting director of primary markets at the
Securities Commission (predecessor of the FMA) and acting Director and Chief
Executive of the Serious Fraud Office. He has also provided governance advice to
central government agencies and major Australasian financial services providers.
Simon has governance appointments with private companies and charitable trusts.
The Board considers that Mr McArley qualifies as an independent director.
5.8 NZX Accepts No Responsibility: NZ RegCo has confirmed that it does not object to
this Notice of Meeting. However, NZ RegCo accepts no responsibility for any statement
made in this Notice of Meeting.
6 Directors’ Recommendation
6.1 The Directors unanimously recommend that you vote in favour of all the Resolutions.
6.2 Resolution 2: For the purposes of Rule 19 of the Takeovers Code the Directors’ reasons for
recommending that you vote in favour of Resolution 2 are:

14

a) The Directors believe that the Company requires additional capital to fund its
continued growth, in particular to enable GFL to continue to grow its borrowing
and lending businesses while maintaining a prudent capital ratio.
b) If Resolution 2 is not passed and the Company is not able to make the allotment to
Borneo, the company will need to seek additional capital elsewhere. That capital
may not be available at an advantageous price, increasing the relative cost to the
Company and the capital may not be available at all, which will preclude the ability
of the company and its subsidiaries to continue to grow their businesses.
c) The Directors do not believe that allotment of the additional shares by Borneo will
materially affect or alter the degree of effective control exercised by Borneo. Borneo
already holds in excess of 25% of the voting rights in the Company and will not on
completion of the Transitions hold or control in excess of 50% of the voting rights in
the Company.
d) The Directors note that the placements that have occurred over the last 12 months
have been conducted at a share price of 6.25 cents per share. As at 23 July 2021 the
Average Market Price of the Company’s ordinary shares was 5.9 cents per share.
Accordingly the Directors believe (and will resolve and certify as required by section 47
of the Companies Act 1993) that the issue price is in their opinion fair and reasonable
to the company and to all existing shareholders.
6.3 Resolution 3: For the purposes of Rule 19 of the Takeovers Code the Director’s reasons for
recommending that you vote in favour of Resolution 3 are:
a) Acquisition of Belian’s shareholding by Borneo will provide stability of shareholding for
the Company and enable Belian to dispose of its shareholding in an orderly manner.
b) If Resolution 3 is not passed and Borneo is not able acquire the ordinary shares held
by Belian, Belian may seek to dispose of those shares elsewhere resulting in liquidity
exceeding demand and a resulting downward pressure of the Company’s share price.
That in turn may adversely affect the Company’s ability to raise the additional capital
required to enable the Company and its subsidiaries to continue to grow their
businesses.
c) The Directors do not believe that acquisition of the additional shares by Borneo will
materially affect or alter the degree of effective control exercised by Borneo. Borneo
already holds in excess of 25% of the voting rights in the Company and will not on
completion of the Borneo Transitions hold or control in excess of 50% of the voting
rights in the Company.
d) The Directors note that the placements that have occurred over the last 12 months
have been conducted at a share price of 6.25 cents per share. As at 23 July 2021 the
Average Market Price of the Company’s ordinary shares was 5.9 cents per share.
7 Voting Details
7.1 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, 26 August 2021.
7.2 Casting Your Vote: You may cast your vote by either:

15

a) 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.
b) 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 11:00am on Wednesday, 25 August 2021. 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
c) Voting Restrictions: Rule 17 of the Takeovers Code prohibits either:
i) in the case of a resolution to approve allotment of voting securities (such as
resolution 2), the person receiving the allotment and its associated persons; or
ii) in the case of a resolution to approve acquisition of voting securities (such as
resolution 3), the persons acquiring and disposing of the voting securities and its
associated persons
from voting on that resolution. In addition, NZX Listing Rule 6.3 prohibits the person
receiving an allotment and its associated persons from voting on a resolution required
to approve that allotment. The identity of the persons (if any) restricted from voting in
relation to each resolution are identified in the explanatory note relating to each
resolution in 5 above and on the proxy/voting form itself.
d) Proxy/Voting Forms: The Proxy/Voting Form allows you to vote (or direct your
proxy to vote) either for or against, or abstain from, each resolution notified in the
Notice of Meeting. You may also allow your proxy to vote at their discretion (ie
“undirected”). However, an undirected proxy cannot exercise discretion and vote on a
resolution if they are restricted from voting on that resolution. They can only cast a
vote if an express direction is expressed in the proxy.
e) The Chair of the meeting or any other Director is willing to act as proxy for any
shareholder who wishes to appoint them for that purpose. If you appoint the Chair of
the meeting or any other General Capital director as your proxy to vote on your
behalf, then any undirected proxies granted to them will be voted in favour of the
relevant resolution, unless that director is restricted from voting on the resolution, in
which case your vote will not be cast. 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. Again, if the Chair is restricted from voting on a resolution
and you have not directed how to cast your vote, your vote will not be cast. 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.
f) 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

16

Form shows your current shareholding. If, at 5:00pm on Thursday, 26 August 202, your
shareholding is different from that shown on the Proxy/Voting Form, you can update
the entitlement on arrival at the meeting.
g) 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.
h) Voting Thresholds: All Resolutions 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.
8 GLOSSARY

Terms defined in the Takeovers Code and the NZX Listing Rules have the same meaning when used
in this notice and:

Average Market Price means the amount calculated in the manner described in the definition of that
term in the NZX Listing Rules on the date stated in this notice.

Belian means Belian Holdings Limited, a company controlled by Graeme Brown a director of the
Company.

Board means the Directors, acting as a board.

Borneo means Borneo Capital Limited, a company controlled by Rewi Bugo a Director of the
Company and Chair of the Board.

Borneo Acquisition means the acquisition of ordinary shares by Borneo proposed by resolution 4 (see
5.5 above)

Borneo Allotment means the allotment of ordinary shares to Borneo proposed by resolution 2 (see
5.3 above)

Borneo Transactions means the Borneo Allotment and the Borneo Acquisition taken together.

Companies Act means the Companies Act 1993.

Company or General Capital means General Capital Limited.

Directors means the directors of the Company.

GFL means General Finance Limited

NZ RegCo means NZX Regulation Limited

NZSX means NZX’s Main Board.

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

NZX means NZX Limited.

NZX Listing Rules means the listing rules for listing on the NZX markets.

17

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 8 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.

Takeovers Code means the takeovers code approved by the Takeovers Regulations 2000.

By order of the Board



Rewi H Bugo
Chairman

---

www.simmonscf.co.nz



General Capital Limited

Independent Adviser’s Report

In Respect of Share
Transactions Involving Borneo
Capital Limited

Appraisal Report

In Respect of the Allotment of
Shares to Borneo Capital
Limited

July 2021

Statement of Independence
Simmons Corporate Finance Limited confirms that it:
 has no conflict of interest that could affect its ability to provide an unbiased report; and
 has no direct or indirect pecuniary or other interest in the proposed transactions considered in the report,
including any success or contingency fee or remuneration, other than to receive the cash fee for providing
this report.
Simmons Corporate Finance Limited has satisfied the Takeovers Panel, on the basis of the material provided to the
Takeovers Panel, that it is independent under the Takeovers Code for the purposes of preparing this report.

General Capital Limited Independent Adviser’s Report and Appraisal Report
Index

Section Page

1. Introduction ........................................................................................................................ 1
2. Evaluation of the Merits of the Borneo Allotment and the Borneo Acquisition ................... 6
3. Evaluation of the Fairness of the Borneo Allotment ......................................................... 17
4. Profile of General Capital Limited .................................................................................... 19
5. Reasonableness of the Borneo Allotment Price and the Borneo Acquisition Price ......... 25
6. Sources of Information, Reliance on Information, Disclaimer and Indemnity .................. 27
7. Qualifications and Expertise, Independence, Declarations and Consents ...................... 29

General Capital Limited Page 1 Independent Adviser’s Report and Appraisal Report
1. Introduction
1.1 Background
General Capital Limited (General Capital or the Company) is a financial services
group consisting of:
 General Finance Limited (GFL) – a non bank deposit taker (NBDT) that accepts
deposits from the public and lends funds to borrowers secured over property
 Investment Group Research Limited (IRG) – a research house and investment
banking firm.
The Company acquired the 98.46% of the shares in Corporate Holdings Limited
(CHL) that it did not own on 3 August 2018 (the CHL Acquisition). The CHL
Acquisition was a backdoor listing of CHL into the Company.
General Capital’s shares are listed on the main equities securities market (the NZX
Main Board) operated by NZX Limited (NZX) with a market capitalisation of
approximately $9.6 million as at 16 July 2021. Its audited total equity as at 31 March
2021 was approximately $9.5 million.
A profile of General Capital is set out in section 4.
1.2 Proposed Share Transactions
Capital Raising Transactions
Wholesale Capital Raise
General Capital is proposing to raise up to $5.0 million of fresh equity through the
issue of ordinary shares (the Wholesale Capital Raise). The shares will be issued
at a price that the Company’s board of directors (the Board) believes is fair and
reasonable to the Company and its shareholders (but at not less than $0.0575 per
share) (the Wholesale Issue Price) to such persons who are not related persons of
the Company (the Wholesale Shareholders). The Wholesale Capital Raise process
is expected to be completed within 12 months of shareholder approval.
Borneo Allotment
In conjunction with the Wholesale Capital Raise, General Capital proposes to issue
up to 8,333,333 new ordinary shares to Borneo Capital Limited (Borneo) (the
Borneo Allotment). The new shares will be at $0.06 per share (the Borneo
Allotment Price), raising $0.5 million.
Borneo Acquisition
In conjunction with the Wholesale Capital Raise and the Borneo Allotment, Borneo
intends to acquire the 12,377,869 ordinary shares currently held by Belian Holdings
Limited (Belian) (the Borneo Acquisition). The shares will be acquired at $0.06 per
share (the Borneo Acquisition Price) for a total consideration of $742,672.
We refer to the Borneo Allotment and the Borneo Acquisition collectively as the
Borneo Transactions.

General Capital Limited Page 2 Independent Adviser’s Report and Appraisal Report
We refer to the Wholesale Capital Raise, the Borneo Allotment and the Borneo
Acquisition collectively as the Share Transactions.
Borneo Capital Limited
Borneo is the Company’s largest shareholder. It currently holds 42,249,755 ordinary
shares, representing 25.94% of the Company’s shares on issue.
Borneo is wholly owned by Rewi Bugo. Mr Bugo is the non-executive chair of General
Capital and a director of Borneo.
Belian Holdings Limited
Belian is the Company’s 4
th
largest shareholder. It currently holds 12,377,869
ordinary shares, representing 7.60% of the Company’s shares on issue.
Belian is owned by Graeme Brown. Mr Brown is a non-executive director of General
Capital and the sole director of Belian.
1.3 Shareholding Levels Post the Share Transactions
The table below shows the number of shares that will be held by Borneo, Belian and
the current General Capital shareholders not associated with Borneo or Belian (the
Non-associated Shareholders) immediately following the Borneo Transactions.

General Capital Shareholding Levels Post the Borneo Transactions


Borneo

Belian
Non-associated
Shareholders

Total

Current 42,249,755 12,377,869 108,246,155 162,873,779

-% 25.94% 7.60% 66.46% 100.00%

Borneo Allotment 8,333,333 - - 8,333,333


Post Borneo Allotment 50,583,088 12,377,869 108,246,155 171,207,112

-% 29.54% 7.23% 63,23% 100.00%

Borneo Acquisition 12,377,869 (12,377,869) - -

Post Borneo Transactions

62,960,957 - 108,246,155 171,207,112

-% 36.77% 0.00% 63.23% 100.00%

Following the Borneo Transactions (and before the Wholesale Capital Raise), Borneo
will hold 36.77% of the Company’s shares, Belian will hold no shares and the
Non-associated Shareholders will collectively hold 63.23% of the shares.
The table below shows the number of shares that will be held by Borneo, Belian, the
Non-associated Shareholders and the Wholesale Shareholders immediately
following the Share Transactions (assuming 86,956,522 shares are issued under the
Wholesale Capital Raise).

General Capital Shareholding Levels Post the Share Transactions


Borneo
Non-associated
Shareholders
Wholesale
Shareholders

Total

Post Borneo Transactions 62,960,957 108,246,155 - 171,207,112

-% 36.77% 63.23% 0.00% 100.00%

Wholesale Capital Raise
1
- - 86,956,522 86,956,522

Post Share Transactions

62,960,957 108,246,155 86,956,522 258,163,634

-% 24.39% 41.93% 33.68% 100.00%

1 Assumes the maximum number of shares are issued at a Wholesale Issue Price of $0.0575 per share

General Capital Limited Page 3 Independent Adviser’s Report and Appraisal Report
Following the Share Transactions, Borneo will hold 24.39% of the Company’s shares,
Belian will hold no shares, the Non-associated Shareholders will collectively hold
41.93% of the shares and the Wholesale Shareholders will collectively hold 33.68%
of the shares (assuming 86,956,522 shares are issued under the Wholesale Capital
Raise).
1.4 Summary of Opinions
Takeovers Code
Our evaluation of the merits of the Borneo Allotment and the Borneo Acquisition as
required under the Takeovers Code (the Code) is set out in section 2.
In our opinion, after having regard to all relevant factors, the positive aspects of the
Borneo Allotment and the Borneo Acquisition outweigh the negative aspects from the
perspective of the Non-associated Shareholders.
NZX Listing Rules
Our evaluation of the fairness of the Borneo Allotment as required under the NZX
Listing Rules (the Listing Rules) is set out in section 3.
In our opinion, after having regard to all relevant factors, the terms and conditions of
the Borneo Allotment are fair and reasonable to the Non-associated Shareholders.
1.5 Annual Meeting
The Non-associated Shareholders will vote on ordinary resolutions in respect of the
Borneo Allotment (resolution 2 - the Borneo Allotment Resolution) and the Borneo
Acquisition (resolution 3 - the Borneo Acquisition Resolution) at the Company’s
annual meeting of shareholders on 25 August 2021.
An ordinary resolution is passed by a simple majority of the votes cast.
Borneo and its associated persons / associated parties are not permitted to vote on
the Borneo Allotment Resolution.
Borneo and Belian and their respective associated persons / associated parties are
not permitted to vote on the Borneo Acquisition Resolution.
The Company’s shareholders will also vote on:
 resolution 1 – an ordinary resolution in respect of the Wholesale Capital Raise
 resolution 4 – an ordinary resolution in respect of the issue of up to 17,000,000
warrants to the Company’s senior management
 resolution 5 – an ordinary resolution in respect of the fixing of the fees of the
Company’s auditor
 resolution 6 – an ordinary resolution in respect of the re-election of Brent King
as a director of the Company
 resolution 7 – an ordinary resolution in respect of the re-election of Graeme
Brown as a director of the Company
 resolution 8 – an ordinary resolution in respect of the re-election of Simon
McArley as a director of the Company.

General Capital Limited Page 4 Independent Adviser’s Report and Appraisal Report
1.6 Regulatory Requirements
Takeovers Code
General Capital is a code company as defined by the Code and is subject to the
provisions of the Code.
Rule 6 of the Code prohibits:
 a person and that person’s associates who hold or control no voting rights or
less than 20% of the voting rights in a code company from increasing their
holding or control of voting rights beyond 20%
 a person and that person’s associates holding or controlling 20% or more of
the voting rights in a code company from increasing their holding or control of
voting rights
unless the person and that person’s associates comply with exceptions to this
fundamental rule.
One of the exceptions, set out in Rule 7(d) of the Code, enables a person and its
associates to increase their holding or control of voting rights by an allotment of
shares if the allotment is approved by an ordinary resolution of the code company.
Borneo currently holds 42,249,755 shares in General Capital, representing 25.94%
of the voting rights in the Company.
The Borneo Allotment will result in Borneo controlling 29.54% of the voting rights in
General Capital (prior to the Borneo Acquisition and the Wholesale Capital Raise).
Accordingly, the Non-associated Shareholders and Belian will vote at the Company’s
annual meeting on the Borneo Allotment Resolution in accordance with the Code.
Borneo and its associated persons / associated parties are not permitted to vote on
the Borneo Allotment Resolution.
Rule 18 of the Code requires the directors of a code company to obtain an
Independent Adviser’s Report on the merits of an allotment under Rule 7(d).
This Independent Adviser’s Report is to be included in, or accompany, the notice of
meeting pursuant to Rule 16(h).
Another one of the exceptions, set out in Rule 7(c) of the Code, enables a person
and its associates to increase their holding or control of voting rights by an acquisition
of shares if the acquisition is approved by an ordinary resolution of the code
company.
The Borneo Acquisition represents the transfer of 7.60% of the Company’s current
shares on issue. The Borneo Acquisition will result in Borneo controlling 36.77% of
the voting rights in General Capital (assuming the Borneo Allotment is approved and
before the Wholesale Capital Raise).
Accordingly, the Non-associated Shareholders will vote at the Company’s annual
meeting on the Borneo Acquisition Resolution in accordance with the Code. Borneo
and Belian and their respective associated persons / associated parties are not
permitted to vote on the Borneo Acquisition Resolution.
Rule 18 of the Code requires the directors of a code company to obtain an
Independent Adviser’s Report on the merits of an acquisition under Rule 7(c).

General Capital Limited Page 5 Independent Adviser’s Report and Appraisal Report
This Independent Adviser’s Report is to be included in, or accompany, the notice of
meeting pursuant to Rule 15(h).
Listing Rules
Listing Rule 4.1.1 stipulates that an Issuer must only issue Equity Securities with
approval by ordinary resolution in accordance with Listing Rule 4.2.1.
Borneo is wholly owned by Rewi Bugo. Mr Bugo is the non-executive chair of
General Capital and a director of Borneo.
Listing Rule 7.8.5 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution in respect of the issue of Financial Products (ie the Borneo
Allotment) as required by Listing Rule 7.8.4 and more than 50% of the Financial
Products to be issued are intended or likely to be acquired by Directors or Associated
Persons of Directors (ie Mr Bugo).
1.7 Purpose of the Report
The directors of General Capital not associated with Borneo or Belian, being Brent
King, Huei Min (Lyn) Lim and Simon McArley (the Non-associated Directors) have
engaged Simmons Corporate Finance Limited (Simmons Corporate Finance) to
prepare an Independent Adviser’s Report on the merits of the Borneo Allotment and
the Borneo Acquisition in accordance with Rule 18 of the Code.
Simmons Corporate Finance was approved by the Takeovers Panel on 23 June 2021
to prepare the Independent Adviser’s Report.
The Non-associated Directors have also engaged Simmons Corporate Finance to
prepare an Appraisal Report on the fairness of the Borneo Allotment in accordance
with the Listing Rules.
Simmons Corporate Finance was approved by NZ RegCo on 29 June 2021 to
prepare the Appraisal Report.
Simmons Corporate Finance issues this Independent Adviser’s Report and Appraisal
Report to the Non-associated Directors for the benefit of the Non-associated
Shareholders to assist them in forming their own opinion on whether to vote for or
against the Borneo Allotment Resolution and the Borneo Acquisition Resolution.
We note that each shareholder’s circumstances and objectives are unique.
Accordingly, it is not possible to report on the merits of the Borneo Allotment and the
Borneo Acquisition and the fairness of the Borneo Allotment in relation to each
shareholder. This report on the merits of the Borneo Allotment and the Borneo
Acquisition and the fairness of the Borneo Allotment is therefore necessarily general
in nature.
This Independent Adviser’s Report and Appraisal Report is not to be used for any
other purpose without our prior written consent.

General Capital Limited Page 6 Independent Adviser’s Report and Appraisal Report
2. Evaluation of the Merits of the Borneo Allotment and the
Borneo Acquisition
2.1 Basis of Evaluation
Rule 18 of the Code requires an evaluation of the merits of the Borneo Allotment and
the Borneo Acquisition having regard to the interests of the Non-associated
Shareholders.
There is no legal definition of the term merits in either the Code or in any statute
dealing with securities or commercial law in New Zealand.
In the absence of an explicit definition of merits, guidance can be taken from:
 the Takeovers Panel Guidance Note on Independent Advisers dated 11 March
2021
 definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction
 overseas precedents
 the ordinary meaning of the term merits.
Given that the Borneo Allotment and the Borneo Acquisition are integral components
of the Share Transactions, we are of the view that an assessment of the merits of the
Borneo Allotment and the Borneo Acquisition cannot be undertaken in isolation and
needs to be considered in conjunction with the merits of the Wholesale Capital Raise.
Accordingly, we are of the view that an assessment of the merits of the Borneo
Allotment and the Borneo Acquisition should focus on:
 the rationale for the Share Transactions
 the fairness of the terms of the Share Transactions
 the impact of the Share Transactions on the financial position of General
Capital
 the impact of the Share Transactions on the control of General Capital
 the dilutionary impact of the Share Transactions
 the impact of the Share Transactions on General Capital’s share price
 the benefits and disadvantages to the Non-associated Shareholders of the
Share Transactions
 the benefits and disadvantages to Borneo of the Borneo Transactions
 the implications if the Borneo Allotment Resolution and / or the Borneo
Acquisition Resolution are not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.

General Capital Limited Page 7 Independent Adviser’s Report and Appraisal Report
2.2 Summary of the Evaluation of the Merits of the Borneo Allotment and the
Borneo Acquisition
In our opinion, after having regard to all relevant factors, the positive aspects
of the Share Transactions (including the Borneo Allotment and the Borneo
Acquisition) outweigh the negative aspects from the perspective of the
Non-associated Shareholders.
Our evaluation of the merits of the Share Transactions (including the Borneo
Allotment and the Borneo Acquisition) is set out in detail in sections 2.3 to 2.17.
In summary, the key factors leading to our opinion are:
 the rationale for the Share Transactions is sound:
 the Wholesale Capital Raise and the Borneo Allotment will raise up to
$5.5 million of fresh equity to enable the Company to grow its borrowing
and lending business while maintaining a prudent capital ratio
 the Borneo Acquisition will enable an orderly sale of Belian’s 7.60%
shareholding, thereby avoiding potential downward pressure on the
Company’s share price during the Wholesale Capital Raise process
 the terms of the Share Transactions are fair:
 the Borneo Allotment Price and the Borneo Acquisition Price of $0.06 per
share is fair to the Non-associated Shareholders as it approximates
General Capital’s recent volume weighted average share price (VWAP)
measured between one month and 6 months. Given that the Borneo
Transactions will be at a price in line with the current market value of the
Company’s shares, the Borneo Transactions will not be value-dilutionary
to the Non-associated Shareholders
 the Wholesale Issue Price will be set at a price and on terms that the Board
considers to be fair and reasonable to the Company and its shareholders
(but not less than $0.0575 per share)
 the Share Transactions will have a significant positive impact on the Company's
financial position, increasing total equity by up to $5.5 million, thus enabling
General Capital to issue additional deposits and grow its loan book
 the Borneo Transactions will not increase Borneo’s level of control over the
Company to any significant degree
 the dilutionary impact of the Borneo Allotment on the Non-associated
Shareholders will result in their proportionate shareholdings in the Company
reducing by 4.9%
 the dilutionary impact of the Wholesale Capital Raise is more significant,
resulting in dilution of up to a further 33.7% on the Non-associated
Shareholders’ shareholding (following the Borneo Allotment)
 the Borneo Transactions are unlikely to have any significant impact on General
Capital’s share price as the Borneo Allotment Price and the Borneo Acquisition
Price is in line with the Company’s current share price
 the Borneo Transactions will have no impact on the liquidity of General
Capital’s shares as the number of shares held by the Non-associated
Shareholders will not change
 the Share Transactions will not change the risk profile of General Capital

General Capital Limited Page 8 Independent Adviser’s Report and Appraisal Report
 the attraction of General Capital as a takeover target is unlikely to change
 the implication of the Borneo Allotment Resolution not being approved by the
Non-associated Shareholders and Belian is that the Borneo Allotment will not
proceed and therefore the Company will not raise up to $0.5 million of fresh
equity from Borneo. The Company will need to seek this capital from alternative
sources, which may not be available on terms as favourable to the Company
as the Borneo Allotment’s terms. In the event the capital cannot be accessed,
this may restrict the Company’s ability to continue its growth
 the implication of the Borneo Acquisition Resolution not being approved by the
Non-associated Shareholders is that the Borneo Acquisition will not proceed.
Belian may seek to sell its 7.60% shareholding by other means (eg on-market),
which may result in downward pressure on the Company’s share price. This in
turn may impact negatively on the Wholesale Issue Price that the Board may
negotiate with the Wholesale Shareholders.
2.3 Rationale for the Share Transactions
Wholesale Capital Raise and Borneo Allotment
Since the CHL Acquisition in August 2018, General Finance’s finance business
(operated through GFL) has grown significantly. The Company had over $53 million
of loan receivables and over $57 million of term deposits as at 31 March 2021.
The Board is of the view that for GFL to reach critical or optimal scale, the business
needs to achieve total assets of between $100 million and $150 million.
As additional assets are acquired by GFL through additional deposit funding, the
Company is required to contribute additional capital to GFL in order to satisfy the
prudent capital ratio determined by GFL’s independent board of directors or
otherwise required under the Non-bank Deposit Takers Act 2013 (the N-bDT Act).
The independent board of GFL currently maintains a capital ratio (as defined by the
N-bDT Act) of 15%.
The Wholesale Capital Raise will raise up to $5.0 million of fresh equity from the
Wholesale Shareholders and the Borneo Allotment will raise up to an additional
$0.5 million from Borneo.
The Board has assessed that $5.5 million of additional capital will enable GFL to
increase total deposits by up to $63.7 million in the coming year and therefore lend
or otherwise acquire additional financial assets of up to $69.8 million (based on the
same weighted asset mix as at 31 March 2021).
Conversely, the inability to raise additional capital through the Wholesale Capital
Raise and the Borneo Allotment will restrict the Company’s ability to continue to grow
its business.
Borneo Acquisition
Belian has informed the Board that it wishes to sell its 7.60% shareholding in General
Capital, which it acquired via the CHL Acquisition in August 2018. This represents
the 4
th
largest shareholding bloc in the Company.
The Borneo Acquisition is intended to facilitate an orderly sale of Belian’s 7.60%
shareholding off-market.

General Capital Limited Page 9 Independent Adviser’s Report and Appraisal Report
The sale of a significant parcel of shares in a listed company can often place
downward pressure on the company’s share price if the number of shares available
for sale greatly exceeds demand. Such a scenario could potentially lower the
Wholesale Issue Price negotiated by the Board with the Wholesale Shareholders
during the Wholesale Capital Raise process.
Conclusion
We consider the rationale for the Share Transactions to be sound:
 the Wholesale Capital Raise and the Borneo Allotment will raise up to
$5.5 million of fresh equity to enable the Company to grow its borrowing and
lending business while maintaining a prudent capital ratio
 the Borneo Acquisition will enable an orderly sale of Belian’s 7.60%
shareholding, thereby avoiding potential downward pressure on the Company’s
share price during the Wholesale Capital Raise process.
2.4 Terms of the Share Transactions
Borneo Allotment
Under the Borneo Allotment, Borneo will be issued up to 8,333,333 new ordinary
shares at the Borneo Allotment Price of $0.06 per share to raise up to $0.5 million of
fresh equity.
Our analysis of the fairness of the Borneo Allotment Price is set out in section 5.
The Borneo Allotment Price is broadly in line with General Capital’s VWAP measured
between one month and 6 months. Accordingly, we consider the Borneo Allotment
Price to be fair to the Non-associated Shareholders and Belian as it is in line with the
current market value of the Company’s shares and therefore will not be
value-dilutionary to the Non-associated Shareholders and Belian.
Borneo Acquisition
Under the Borneo Acquisition, Borneo intends to acquire the 12,377,869 ordinary
shares held by Belian at the Borneo Acquisition Price of $0.06 per share.
We consider the Borneo Acquisition Price to be fair to the Non-associated
Shareholders as it is in line with the current market value of the Company’s shares
and is the same as the Borneo Allotment Price.
Wholesale Capital Raise
The Company is proposing to raise up to $5.0 million of fresh equity through the
Wholesale Capital Raise.
The Wholesale Issue Price will be a price that the Board believes is fair and
reasonable to the Company and its shareholders (but at not less than $0.0575 per
share). We understand that the price will be determined by a process of negotiation
by the Board with each prospective investor and will be influenced by the level of
demand for the shares, the size of the proposed investment and the prevailing
economic and market conditions at the time of issue of the shares.
The Wholesale Shareholders will be persons who the Board believes it is in the
interests of the Company to become shareholders and who satisfy the definition of
wholesale investor for the purposes of the Financial Markets Conduct Act 2013.

General Capital Limited Page 10 Independent Adviser’s Report and Appraisal Report
The allotment of shares under the Wholesale Capital Raise will be completed within
12 months of shareholder approval.
2.5 Impact on Financial Position
A summary of General Capital’s recent financial position is set out in section 4.6.
For illustrative purposes, the table below shows General Capital’s financial position
assuming the Share Transactions occurred on 31 March 2021.

Illustrative Impact of the Share Transactions

As at
31 Mar 2021
$000
Borneo
Allotment
$000
Wholesale
Capital Raise
$000
Post Share
Transactions
$000


Total assets 68,164 500 5,000
1
73,664

Total liabilities (58,639) - - (58,639)

Total equity

9,525 500 5,000
1
15,025

No. of shares (000) 162,874 8,333 86,957
1
258,164

Net assets per share $0.0585 $0.0600 $0.0575
1
$0.0582

Net tangible assets (NTA) per share $0.0405 $0.0600 $0.0575
1
$0.0469

1 Assumes the Wholesale Capital Raise involves the issue of 86,956,522 shares at a Wholesale Issue Price of $0.0575 per share

Source: General Finance 2021 annual report

The illustrative position shows that following the Share Transactions, General
Capital’s total equity would increase by $5.5 million from approximately $9.5 million
to approximately $15.0 million.
Net assets per share would decrease marginally to $0.0582 per share and NTA per
share would increase by 16% from $0.0405 to $0.0469.
The Board has assessed that $5.5 million of additional equity will enable GFL to
increase total deposits by up to $63.7 million in the coming year and thus lend or
otherwise acquire additional financial assets of up to $69.8 million. This increase in
business activity is not reflected in the illustrative position above.
2.6 Impact on Control
Share Capital and Shareholders
General Capital currently has 162,873,779 fully paid ordinary shares on issue held
by 739 shareholders. The names, number of shares and percentage holding of the
Company’s 10 largest shareholders as at 9 July 2021 are set out in section 4.4.
General Capital currently has 4 shareholders who each hold more than 5% of the
Company’s shares and collectively hold 57.01% of the Company’s shares.
The 10 largest shareholders collectively hold 79.21% of the Company’s shares.

General Capital Limited Page 11 Independent Adviser’s Report and Appraisal Report
Shareholding Voting
The Borneo Transactions will result in Borneo holding 36.77% of the shares in the
Company (prior to the Wholesale Capital Raise).
Borneo currently has the ability to influence the outcome of shareholder voting to
some degree. Borneo’s control of 25.94% of the Company’s voting rights enables it
to block special resolutions (which require the approval of 75% of the votes cast by
shareholders). However, Borneo cannot singlehandedly block or pass ordinary
resolutions (which require the approval of more than 50% of the votes cast by
shareholders).
The Borneo Transactions will not increase Borneo’s ability to influence the outcome
of shareholder voting to any significant degree. Following the Borneo Transactions,
Borneo’s control of the Company’s voting rights will increase by 10.83% to 36.77%.
Borneo will still not be able to singlehandedly block or pass ordinary resolutions or
pass special resolutions.
The Wholesale Capital Raise will dilute Borneo’s shareholding level from 36.77%.
Depending on the number of shares issued under the Wholesale Capital Raise,
Borneo’s control of voting rights may reduce to as low as 24.39% if 86,956,522
shares are issued under the Wholesale Capital Raise. Such a shareholding level is
marginally lower than Borneo’s current level.
The Company currently has 322,984,884 warrants on issue that were granted in
December 2018 (the GENWB Warrants) to all existing shareholders at a ratio of 2
GENWB Warrants for each ordinary share held at that time. GENWB Warrants were
also granted to the Company’s directors, senior management and contractors. The
GENWB Warrants are convertible to ordinary shares at any time prior to 30
November 2021 at a conversion price of $0.09 per share. Borneo holds 82,780,222
GENWB Warrants.
As the GENWB Warrants are currently out of the money, it is probable that a number
of the GENWB Warrants will not be exercised. Nevertheless, for illustrative
purposes, if all 322,984,884 GENWB Warrants are exercised, then Borneo’s control
of the Company’s voting rights will be 25.08% if 86,956,522 shares are issued under
the Wholesale Capital Raise. Such a shareholding level is marginally lower than
Borneo’s current level.
The ability for any shareholder to influence the outcome of voting on the Company’s
ordinary resolutions or special resolutions may be reduced by external factors such
as the Company’s constitution, the Code, the Listing Rules and the Companies Act
1993 (the Co’s Act).
Board Control
As set out in section 4.3, the Company currently has 5 directors, one of whom is
deemed to be an associate of Borneo (being Rewi Bugo) and one of whom is deemed
to be an associate of Belian (being Graeme Brown).
We are advised by the Non-associated Directors that the Borneo Transactions are
not expected to have any impact on the composition of the Board in the near term.
Operations
We are advised by the Non-associated Directors that Borneo’s influence over
General Capital’s operations is predominantly through Mr Bugo’s board
representation and that the Borneo Transactions will not change Borneo’s level of
influence over the Company’s operations.

General Capital Limited Page 12 Independent Adviser’s Report and Appraisal Report
GFL is the Company’s main subsidiary and it has an independent board of directors
as required under the N-bDT Act. Mr Bugo is not a director of GFL.
Protection for Minority Shareholders
While Borneo will have a degree of control over General Capital, it cannot act in an
oppressive manner against minority shareholders. The Co’s Act provides a level of
protection to minority shareholders. Furthermore, any transactions between General
Capital and any shareholder holding 10% or more of the Company’s shares will need
to satisfy the requirements of the Listing Rules with respect to transactions with
related parties.
2.7 Dilutionary Impact
The Share Transactions may result in the Non-associated Shareholders'
shareholdings in the Company being significantly diluted:
 following the Borneo Allotment, each Non-associated Shareholder’s interest in
the Company will be diluted by 4.9%
 following the Wholesale Capital Raise, each Non-associated Shareholder’s
interest in the Company may be diluted by up to a further 33.7% (if 86,956,522
shares are issued under the Wholesale Capital Raise)
 the Borneo Acquisition will have no dilutionary impact as it is an acquisition of
existing shares
 collectively, the Share Transactions may result in each Non-associated
Shareholder’s interest in the Company being diluted by up to 36.9% (if
86,956,522 shares are issued under the Wholesale Capital Raise).
While the potential dilutionary impact is significant, we are of the view that the
Non-associated Shareholders’ main focus should be on whether there is any
dilutionary impact on the value of their respective shareholdings rather than on their
level of voting rights. As stated in section 2.4, we are of the view that the Borneo
Transactions are fair to the Non-associated Shareholders from a financial point of
view and therefore do not dilute the value of their respective shareholdings.
2.8 Impact on Share Price and Liquidity
Share Price
A summary of General Capital’s closing share price since 3 August 2018 is set out in
section 4.8.
The Borneo Allotment Price and the Borneo Acquisition Price is $0.06 per share.
This price represents:
 a 2% premium to the Company’s share price on 16 July 2021 of $0.059
 a 3% premium to the one month VWAP of $0.058
 a 3% premium to the 3 months VWAP of $0.058
 the same price as the 6 months VWAP of $0.060
 a discount of 22% to the 12 months VWAP of $0.077.
In our view, the Borneo Allotment is unlikely to have any significant impact on the
Company’s share price as the issue price is at, or close to, the prevailing market
price.

General Capital Limited Page 13 Independent Adviser’s Report and Appraisal Report
Liquidity
The analysis in section 4.8 shows that General Capital’s shares are thinly traded on
the NZX Main Board, with only 5.0% of the shares being traded in the past year.
The Borneo Transactions will not improve the liquidity of the Company’s shares as
the number of shares held by the Non-associated Shareholders will not change.
Similarly, the Wholesale Capital Raise will not improve the liquidity of the Company’s
shares as the number of shares held by the Non-associated Shareholders will not
change. However, should any of the Wholesale Shareholders seek to dispose of
some of their General Capital shares, this may result in increased trading in the
Company’s shares, thereby improving liquidity.
2.9 Main Advantage to the Non-associated Shareholders of the Share Transactions
The Share Transactions will raise up to $5.5 million of fresh equity for the Company,
enabling the Company to continue to grow its borrowing and lending business while
maintaining a prudent capital ratio.
2.10 Main Disadvantage to the Non-associated Shareholders of the Share
Transactions
The main disadvantage to the Non-associated Shareholders of the Share
Transactions is that the issue of shares under the Borneo Allotment and the
Wholesale Capital Raise may significantly dilute their interests in the Company. Their
respective shareholdings may be diluted by up to 36.0%.
In our view, the positive aspects of raising additional capital to fund the Company’s
growth significantly outweighs the dilutionary impact of the Share Transactions.
2.11 Other Issues for the Non-associated Shareholders to Consider
Benefits to General Capital of Borneo as a Cornerstone Shareholder
The Borneo Transactions will reinforce Borneo’s position as an important cornerstone
strategic investor in the Company, signalling its confidence in the future prospects of
General Capital.
Non-associated Shareholders Approval is Required
Pursuant to Rules 7(d) and 7(c) of the Code, the Non-associated Shareholders must
approve by ordinary resolutions the Borneo Allotment and the Borneo Acquisition
respectively.
The Borneo Transactions will not proceed unless the Non-associated Shareholders
approve the Borneo Allotment Resolution and the Borneo Acquisition Resolution.
Borneo Transactions Reduce the Dilutionary Impact of the Wholesale Capital
Raise on Borneo
The Borneo Transactions provide Borneo with the opportunity to increase its
shareholding in General Capital to 36.77% prior to the Wholesale Capital Raise. As
stated in section 2.7, the Wholesale Capital Raise may dilute each shareholder’s
interest in the Company (including Borneo’s) by up to 33.7% (after the Borneo
Allotment).

General Capital Limited Page 14 Independent Adviser’s Report and Appraisal Report
If the Borneo Transactions proceed and 86,956,522 shares are issued under the
Wholesale Capital Raise, then Borneo will hold 24.39% of the Company’s shares
(which is slightly less than its current 25.94% shareholding).
If the Borneo Transactions do not proceed and 86,956,522 shares are issued under
the Wholesale Capital Raise, then Borneo will hold 16.91% of the Company’s shares.
No Change in Business Risk
The Share Transactions represent capital raising transactions that will enable the
Company to grow its business. They will have no impact on the key business risks
faced by General Capital.
Likelihood of a Takeover Offer Unlikely to Change
In our view, irrespective of whether Borneo holds 25.94% or up to 36.77% of the
Company’s shares, it is unlikely to change the attraction of General Capital as a
takeover target to Borneo or to other parties:
 as stated in section 2.6, the Borneo Transactions will not change Borneo’s level
of control over the Company to any significant degree and therefore Borneo’s
inclination to make a takeover offer (or not) is unlikely to change
 any bidder looking to fully or partially take over the Company would need to
ensure that Borneo would accept its offer, irrespective of whether Borneo held
25.94% or up to 36.77% of the Company’s shares.
Following the Borneo Transactions, Borneo will not be able to increase the level of
its shareholding unless it complies with the provisions of the Code. It will generally
only be able to acquire more shares in the Company if:
 it makes a full or partial takeover offer
 the acquisition is approved by way of an ordinary resolution of the Company’s
shareholders excluding Borneo
 the Company makes an allotment of shares which is approved by way of an
ordinary resolution of the Company’s shareholders excluding Borneo
 the Company undertakes a share buyback that is approved by the Company’s
shareholders and Borneo does not accept the offer of the buyback.
Borneo will not be able to utilise the creep provisions under Rule 7(e) of the Code.
The creep provisions enable an entity that holds more than 50% and less than 90%
of the voting securities in a code company to buy up to a further 5% of the code
company’s shares in any 12 month period without the need for shareholder approval.
2.12 Likelihood of the Borneo Allotment Resolution Being Approved
The Borneo Allotment Resolution is an ordinary resolution, which is passed by a
simple majority of votes cast.
Borneo (and its associated parties / associated persons) is not permitted to vote its
25.94% shareholding on the Borneo Allotment Resolution. Therefore shareholders
holding 74.06% of the shares will determine the outcome of the Borneo Allotment
Resolution (assuming they all vote).

General Capital Limited Page 15 Independent Adviser’s Report and Appraisal Report
The Company’s second largest shareholder is Brent King, the Company’s managing
director, holding 13.48% of the Company’s shares. Belian is the 4
th
largest
shareholder, holding 7.60% of the Company’s shares. Belian is owned by Graeme
Brown, a non-executive director of the Company.
The Non-associated Directors have stated in the notice of annual meeting that they
unanimously recommend voting in favour of the Borneo Allotment Resolution.
Therefore we would expect Mr King and Belian’s shareholdings to be voted in favour
of the Borneo Allotment Resolution. This represents 21.08% of the total voting rights
in the Company and 28.46% of the voting rights that are able to be voted on the
Borneo Allotment Resolution.
2.13 Implications of the Borneo Allotment Resolution not Being Approved
If the Borneo Allotment Resolution is not approved, then the Borneo Allotment will
not proceed and the Company will not raise the additional capital of up to $0.5 million
from Borneo.
The Company will need to seek this capital from alternate sources. However:
 the capital may not be available at the Borneo Allotment Price, therefore
increasing the relative cost to the Company, or
 the capital may not available at all, thus restricting the Company’s ability to
continue to grow its business.
2.14 Voting For or Against the Borneo Allotment Resolution
Voting for or against the Borneo Allotment Resolution is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Non-associated Shareholders will need to consider these
consequences and consult their own professional adviser if appropriate.
2.15 Likelihood of the Borneo Acquisition Resolution Being Approved
The Borneo Acquisition Resolution is an ordinary resolution.
Borneo and Belian (and their respective associated parties / associated persons) are
not permitted to vote their respective 25.94% and 7.60% shareholdings on the
Borneo Acquisition Resolution. Therefore shareholders holding 66.46% of the
shares will determine the outcome of the Borneo Acquisition Resolution (assuming
they all vote).
The Non-associated Directors have stated in the notice of annual meeting that they
unanimously recommend voting in favour of the Borneo Acquisition Resolution.
Mr King’s 13.48% shareholding represents 20.28% of the voting rights that are able
to be voted on the Borneo Acquisition Resolution.
2.16 Implications of the Borneo Acquisition Resolution not Being Approved
If the Borneo Acquisition Resolution is not approved, then the Borneo Acquisition will
not proceed.
Belian may seek to sell its 7.60% shareholding by other means (eg on-market), which
may result in the supply of shares for sale exceeding demand, resulting in downward
pressure on the Company’s share price. This in turn may impact negatively on the
Wholesale Issue Price that the Board may negotiate with the Wholesale
Shareholders.

General Capital Limited Page 16 Independent Adviser’s Report and Appraisal Report
2.17 Voting For or Against the Borneo Acquisition Resolution
Voting for or against the Borneo Acquisition Resolution is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Non associated Shareholders will need to consider these
consequences and consult their own professional adviser if appropriate.

General Capital Limited Page 17 Independent Adviser’s Report and Appraisal Report
3. Evaluation of the Fairness of the Borneo Allotment
3.1 Basis of Evaluation
Listing Rule 7.10.2 requires an Appraisal Report to consider whether terms and
conditions of the Borneo Allotment are fair to the Non-associated Shareholders.
There is no legal definition of the term fair in either the Listing Rules or in any statute
dealing with securities or commercial law in New Zealand.
In our opinion, the Borneo Allotment will be fair to the Non-associated Shareholders
if:
 they are likely to be at least no worse off if the Borneo Allotment proceeds than
if it does not. In other words, we consider that the Borneo Allotment will be fair
if there is no value transfer from the Non-associated Shareholders to Borneo
and
 the other terms and conditions of the Borneo Allotment are in line with market
terms and conditions.
We have evaluated the fairness of the Borneo Allotment by reference to:
 the rationale for the Borneo Allotment
 the fairness of the terms of the Borneo Allotment
 the impact of the Borneo Allotment on the financial position of General Capital
 the impact of the Borneo Allotment on the control of General Capital
 the dilutionary impact of the Borneo Allotment
 the impact of the Borneo Allotment on General Capital's share price
 the benefits and disadvantages to the Non-associated Shareholders of the
Borneo Allotment
 the benefits and disadvantages to Borneo of the Borneo Allotment
 the implications if the Borneo Allotment Resolution is not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.

General Capital Limited Page 18 Independent Adviser’s Report and Appraisal Report
3.2 Evaluation of the Fairness of the Borneo Allotment
In our opinion, after having regard to all relevant factors, the terms and
conditions of the Borneo Allotment are fair to the Non-associated
Shareholders.
The basis for our opinion is set out in detail in sections 2.3 to 2.17. In summary, the
key factors leading to our opinion are:
 the rationale for the Share Transactions is sound
 the terms of the Share Transactions are fair
 the Share Transactions will have a significant positive impact on the Company's
financial position
 the Borneo Transactions will not increase Borneo’s level of control over the
Company to any significant degree
 the dilutionary impact of the Borneo Allotment on the Non-associated
Shareholders will result in their proportionate shareholdings in the Company
reducing by 4.9%
 the dilutionary impact of the Wholesale Capital Raise is more significant,
resulting in dilution of up to a further 33.7% on the Non-associated
Shareholders’ shareholding (following the Borneo Allotment)
 the Borneo Transactions are unlikely to have any significant impact on General
Capital’s share price
 the Borneo Transactions will have no impact on the liquidity of General
Capital’s shares
 the Share Transactions will not change the risk profile of General Capital
 the attraction of General Capital as a takeover target is unlikely to change.
3.3 Implications of the Borneo Allotment Resolution not being Approved
In the event that the Borneo Allotment Resolution is not approved, the Borneo
Allotment will not proceed. The implications of this are set out in section 2.13.
3.4 Voting For or Against the Borneo Allotment Resolution
Voting for or against the Borneo Allotment Resolution is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Non-associated Shareholders will need to consider these
consequences and consult their own professional adviser if appropriate.
3.5 Implications of the Borneo Acquisition Resolution not being Approved
In the event that the Borneo Acquisition Resolution is not approved, the Borneo
Acquisition will not proceed. The implications of this are set out in section 2.16.
3.6 Voting For or Against the Borneo Acquisition Resolution
Voting for or against the Borneo Acquisition Resolution is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Non-associated Shareholders will need to consider these
consequences and consult their own professional adviser if appropriate.

General Capital Limited Page 19 Independent Adviser’s Report and Appraisal Report
4. Profile of General Capital Limited
4.1 Background
General Capital was incorporated on 30 September 2011 as Mykris Limited.
The Company was established via an in-specie distribution of shares to the then
shareholders of Investment Research Group Limited (Old IRG) for the purposes of
acquiring 2 companies – MyKRIS Asia Sdn. Bhd (MIB) and MyKRIS Net (MSC) Sdn.
Bhd (the 2 Mykris Companies).
Old IRG was incorporated on 10 April 2006 as Viking Capital Limited. The company
has since changed its name 6 times, most recently to AFC Group Holding Limited
(AFC) on 26 September 2016. AFC’s shares are listed on the NZAX.
General Capital listed its shares on the NZX Alternative Market (NZAX) operated by
NZX on 10 January 2012 by way of a compliance listing.
The Company sold the 2 Mykris Companies to MIB for $12.9 million on 3 November
2015 following shareholder approval of the sale on 29 September 2015.
The Company changed its name to Mykco Limited on 11 November 2015.
The Company acquired the remaining 98.46% of the shares in CHL in exchange for
the issue of 104,323,240 new fully paid shares in the Company issued at $0.0588
per share on 3 August 2018, following shareholder approval on 31 July 2018.
The CHL Acquisition was a backdoor listing of CHL into the Company. CHL owned
GFL and IRG.
The Company changed its name to General Capital Limited on 3 August 2018.
Key events in the Company’s history are set out below.

General Capital Limited Page 20 Independent Adviser’s Report and Appraisal Report
4.2 Nature of Operations
General Finance Limited
GFL is a finance company based in Auckland. It is a NBDT registered under the
NBDT Act and a mortgage lending company. Its main activity is providing property
mortgage loans to borrowers, generally enabling borrowers to complete a short term
transaction, such as preparing a property for sale, bridging a property acquisition,
enhancing, developing, subdividing, building, constructing on and improving a
property or funding a business purchase or expansion.
Borrowers are generally higher risk borrowers who may have some credit issues and
have not been able to borrow from trading bank sources.
GFL’s loans are written over 3 to 36 month periods. A first or second ranking real
estate mortgage security or a right to such a mortgage security is taken as security
to support the lending.
The loans are funded from both GFL’s equity and from deposit investors by way of
term deposits.
Investment Research Group Limited
IRG is a corporate advisory and financial research company that provides a range of
corporate advisory services including:
 mergers and acquisitions
 listing companies on the NZX markets
 share placements.
IRG publishes the Investment Yearbook. The publication provides summary
historical financial information for 141 New Zealand listed companies, 100 Australian
listed companies and 25 global listed companies. The 2020-2021 Investment
Yearbook was the 46th edition of the publication.
4.3 Directors and Senior Management
The directors of General Capital are:
 Graeme Brown, independent non-executive director (associated with Belian)
 Rewi Bugo, non-executive chair (associated with Borneo)
 Brent King, managing director
 Huei Min (Lyn) Lim, independent non-executive director
 Simon McArley, independent non-executive director.
The senior management team of General Capital consists of:
 Brent King, managing director
 Jonathan Clark, chief financial officer.

General Capital Limited Page 21 Independent Adviser’s Report and Appraisal Report
4.4 Capital Structure and Shareholders
General Capital currently has 162,873,779 fully paid ordinary shares on issue held
by 739 shareholders.
The names, number of shares and percentage holding of the 10 largest shareholders
as at 9 July 2021 are set out below.

General Capital’s 10 Largest Shareholders

Shareholder No. of Shares Held %

Borneo 42,249,755 25.94%
Brent King 21,948,650 13.48%
CFS NBDT Interest Limited (CFS) 16,270,000 9.99%
Belian 12,377,869 7.60%
Owen Daji 7,030,463 4.32%
Grant Baker, Donna Baker and Lewis Grant 6,511,945 4.00%
Stephen Sinclair, Jacqueline Sinclair and Roger Wallis 6,290,524 3.86%
John Tomson 6,289,722 3.86%
Bruce Speers and Fiorano Trust Limited 5,386,863 3.31%
Harrigens Trustees Limited 4,663,977 2.86%

Subtotal
129,019,768 79.21%
Others (729 shareholders) 33,854,011 20.79%

Total
162,873,779 100.00%

Source: NZX Company Research

4 shareholders hold interests greater than 5%:
 Borneo is owned by Rewi Bugo, the Company’s non-executive chair
 Brent King is the Company’s managing director
 CFS is controlled by Marvin Yee
 Belian is owned by Graeme Brown, a non-executive director of the Company.
4.5 Financial Performance
A summary of General Capital’s recent financial performance is set out below.

Summary of General Capital Financial Performance



Year to
31 Mar 19
(Audited)
$000
Year to
31 Mar 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000

Interest income 1,479 2,846 3,533

Interest expense

(640) (1,441) (2,246)

Net interest income 839 1,405 1,287

Other income

540 633 1,062

Net revenue 1,379 2,038 2,349

Operating expenses

(1,808) (1,847) (2,228)

Profit / (loss) before income tax (429) 191 121

Income tax expense (29) (61) (39)

Net profit / (loss) after income tax

(458) 130 82

EPS ($) ($0.0046) $0.0008 $0.0005

EPS: Earnings (loss) per share

Source: General Capital annual reports

General Capital Limited Page 22 Independent Adviser’s Report and Appraisal Report
The Company’s net revenue and profitability has steadily increased over the past
3 years as GFL’s finance business has grown.
The Company’s main source of revenue is interest income on its loan receivables.
Its main expense is interest payable on the term deposits it sources from deposit
investors.
Other income consists mainly of fee income on finance receivables and IRG advisory
fee revenue.
Operating expenses consist mainly of personnel expenses and administration costs.
4.6 Financial Position
A summary of General Capital’s recent financial position is set out below.

Summary of General Capital Financial Position

As at
31 Mar 19
(Audited)


$000
As at
31 Mar 20
(Audited)
$000
As at
31 Mar 21
(Audited)
$000


Cash and cash equivalents 2,949 12,562 7,292

Loan receivables 17,277 34,856 53,711

Intangible assets 3,267 3,047 2,926

Other assets 415 699 4,235

Total assets

23,908 51,164 68,164

Term deposits (14,900) (41,450) (57,863)

Other liabilities (255) (332) (776)

Total liabilities

(15,155) (41,782) (58,639)

Net assets

8,753 9,382 9,525

NTA per share $0.0354 $0.0389 $0.040

Source: General Capital annual reports


The Company's assets as at 31 March 2021 consisted mainly of loan receivables,
cash and cash equivalents and intangible assets.
Loan receivables have increased by 211% from $17.3 million as at 31 March 2019 to
$53.7 million as at 31 March 2021.
Intangible assets consist mainly of $2.4 million of goodwill arising from the CHL
Acquisition.
Other assets as at 31 March 2021 consisted mainly of $3 million of longer term bank
term deposits.
The Company's main liabilities are term deposits received from deposit investors,
which have increased by 288% from $14.9 million as at 31 March 2019 to
$57.9 million as at 31 March 2021.
Shareholders’ equity of $9.5 million as at 31 March 2021 consisted of:
 $10.2 million of issued share capital
 negative $0.6 million of accumulated losses
 negative $0.1 million of revaluation reserves.

General Capital Limited Page 23 Independent Adviser’s Report and Appraisal Report
4.7 Cash Flows
A summary of General Capital’s recent cash flows is set out below.

Summary of General Capital Cash Flows



Year to
31 Mar 19
(Audited)
$000
Year to
31 Mar 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000

Net cash (outflow) from operating activities (9,033) (17,372) (18,240)

Net cash inflow / (outflow) from investing activities 50 (11) (3,423)

Net cash inflow from financing activities

6,982 26,996 16,393

Net increase / (decrease) in cash held (2,001) 9,613 (5,270)

Opening cash balance 4,950 2,949 12,562

Closing cash balance

2,949 12,562 7,292

Source: General Capital annual reports

Operating cash flows include net advances on finance receivables.
Investing cash flows in the 2021 financial year mainly represented investments in
bank deposits and bonds.
Financing cash flows represent capital raised from the issue of shares and term
deposits received from the public.
4.8 Share Price History
Set out below is a summary of General Capital’s daily closing share price and monthly
volumes of shares traded from 3 August 2018 (the completion of the CHL Acquisition)
to 16 July 2021.

Source: NZX Company Research
During the period, General Capital’s shares have traded between $0.050 and $0.123
at a VWAP of $0.081.

-
250,000
500,000
750,000
1,000,000
1,250,000
1,500,000
0.00
0.02
0.04
0.06
0.08
0.10
0.12
3/08/20183/12/20183/04/20193/08/20193/12/20193/04/20203/08/20203/12/20203/04/2021
Volumes Traded
Share Price ($)
General Capital Share Price
Monthly volume (rhs)Closing price (lhs)

General Capital Limited Page 24 Independent Adviser’s Report and Appraisal Report
An analysis of VWAP, traded volumes and liquidity (measured as traded volumes as
a percentage of shares outstanding) up to 16 July 2021 is set out below.

General Capital Share Trading up to 16 July 2021

Period
Low
1
$
High
1

$
VWAP
1

$
Volume
Traded
1

(000)
Liquidity

1 month $0.055 $0.060 $0.058 569 0.3%

3 months $0.054 $0.060 $0.058 1,104 0.7%

6 months $0.054 $0.065 $0.060 2,296 1.4%

12 months $0.054 $0.119 $0.077 8,175 5.0%

Source: NZX Company Research

Trading in the Company’s shares is very thin, with only 5.0% of the shares trading in
the past year.

General Capital Limited Page 25 Independent Adviser’s Report and Appraisal Report
5. Reasonableness of the Borneo Allotment Price and the
Borneo Acquisition Price
5.1 Introduction
The Borneo Allotment Price and the Borneo Acquisition Price is $0.06 per share.
5.2 Reasonableness Assessment
We have assessed the reasonableness of the Borneo Allotment Price and the Borneo
Acquisition Price by reference to:
 the prices at which the Company’s shares have recently traded on the NZX
Main Board
 the prices at which the Company has recently issued shares
 the asset backing of the shares.
Recent Share Trading Prices
A summary of General Capital’s daily closing share price and monthly volumes of
shares traded since 3 August 2018 is set out in section 4.8.
The Borneo Allotment Price and the Borneo Acquisition Price of $0.06 per share is
broadly in line with the recent trading prices for General Capital’s shares over the
past 6 months.

Source: NZX Company Research
The issue price of $0.06 per share represents:
 a 2% premium to the Company’s share price on 16 July 2021 of $0.059
 a 3% premium to the one month VWAP of $0.058
 a 3% premium to the 3 months VWAP of $0.058
 the same price as the 6 months VWAP of $0.060
 a discount of 22% to the 12 months VWAP of $0.077.

General Capital Limited Page 26 Independent Adviser’s Report and Appraisal Report
Recent Share Issues
An analysis of General Capital’s recent equity raisings is set out below.

General Capital Recent Share Issues

Financial Year Type of Issue No. of Shares
Issue Price
($)
Equity Raised
($000)

2019 Private placements 27,502,221 $0.0675 1,856

2019 Share placement plan 2,402,978 $0.0675 162

2021 Private placement 1,216,136 $0.0625 76

The larger share issues were well over 2 years ago and were at slightly higher issue
prices than the Borneo Allotment Price and the Borneo Acquisition Price of $0.06 per
share. The issue prices were in line with the prevailing share trading prices at the
respective dates of the share issues.
Net Assets per Share
General Capital's total equity amounted to approximately $9.5 million as at 31 March
2021, equating to net assets of $0.0585 per share. NTA amounted to $0.0405 per
share as at 31 March 2021.
The nature of the Company’s assets (mainly cash, deposits and loan receivables) is
such that their carrying values represent reasonable proxies of their market values.
The Borneo Allotment Price and the Borneo Acquisition Price of $0.06 is marginally
higher than the Company’s net assets per share as at 31 March 2021.
Conclusion
We consider the recent market prices to be the best basis for assessing the
reasonableness of the Borneo Allotment Price and the Borneo Acquisition Price.
We are of the view that the Borneo Allotment Price and the Borneo Acquisition Price
of $0.06 per share is fair to the Non-associated Shareholders as it is broadly in line
with General Capital’s VWAP measured between one month and 6 months.
As the Borneo Allotment will be undertaken at a price in line with the market value of
the Company’s shares, it will not be value-dilutionary to the Non-associated
Shareholders.

General Capital Limited Page 27 Independent Adviser’s Report and Appraisal Report
6. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
6.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
 the draft notice of annual meeting
 the draft Subscription Agreement
 the General Capital annual reports for the years ended 31 March, 2019 to 2021
 General Capital share price data and shareholder data from NZX Company
Research.
During the course of preparing this report, we have had discussions with and / or
received information from the Non-associated Directors.
The Non-associated Directors have confirmed that we have been provided for the
purpose of this Independent Adviser’s Report and Appraisal Report with all
information relevant to the Share Transactions that is known to them and that all the
factual information provided by Company contained in this report is true and accurate
in all material aspects and is not misleading by reason of omission or otherwise.
Including this confirmation, we have obtained all the information that we believe is
necessary for the purpose of preparing this Independent Adviser’s Report and
Appraisal Report.
In our opinion, the information set out in this Independent Adviser’s Report and
Appraisal Report is sufficient to enable the Non-associated Directors and the
Company’s shareholders to understand all the relevant factors and to make an
informed decision in respect of the Borneo Transactions.
6.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by General Capital and its
advisers.
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of General Capital. We do not warrant that our enquiries would reveal any
matter which an audit, due diligence review or extensive examination might disclose.

General Capital Limited Page 28 Independent Adviser’s Report and Appraisal Report
6.3 Disclaimer
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of General
Capital will be achieved. Forecasts are inherently uncertain. They are predictions of
future events that cannot be assured. They are based upon assumptions, many of
which are beyond the control of General Capital and its directors and management
team. Actual results will vary from the forecasts and these variations may be
significantly more or less favourable.
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the notice of annual meeting
issued by General Capital and have not verified or approved the contents of the
notice of annual meeting. We do not accept any responsibility for the contents of the
notice of annual meeting except for this report.
6.4 Indemnity
General Capital has agreed that, to the extent permitted by law, it will indemnify
Simmons Corporate Finance and its directors and employees in respect of any
liability suffered or incurred as a result of or in connection with the preparation of this
report. This indemnity does not apply in respect of any negligence, wilful misconduct
or breach of law. General Capital has also agreed to indemnify Simmons Corporate
Finance and its directors and employees for time incurred and any costs in relation
to any inquiry or proceeding initiated by any person. Where Simmons Corporate
Finance or its directors and employees are found liable for or guilty of negligence,
wilful misconduct or breach of law, Simmons Corporate Finance shall reimburse such
costs.

General Capital Limited Page 29 Independent Adviser’s Report and Appraisal Report
7. Qualifications and Expertise, Independence, Declarations and
Consents
7.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
7.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with General Capital, Borneo or Belian
or any conflicts of interest that could affect our ability to provide an unbiased opinion
in relation to the Borneo Transactions.
Simmons Corporate Finance has not had any part in the formulation of the Borneo
Transactions or any aspects thereof. Our sole involvement has been the preparation
of this report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
voting on the Borneo Allotment Resolution or the Borneo Acquisition Resolution. We
will receive no other benefit from the preparation of this report.
7.3 Declarations
An advance draft of this report was provided to the Non-associated Directors for their
comments as to factual accuracy of the contents of the report. Changes made to the
report as a result of the circulation of the draft have not changed the methodology or
our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
7.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
included in the notice of annual meeting to be sent to General Capital’s shareholders.
Neither the whole nor any part of this report, nor any reference thereto may be
included in any other document without our prior written consent as to the form and
context in which it appears.


Peter Simmons
Director
Simmons Corporate Finance Limited
19 July 2021

---

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You can appoint a proxy by completing this Proxy/Voting Form. It must be returned
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enter ‘the Chair’ or the name of your proxy in the space allocated in ‘Step 1’ of
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Appoint a Proxy to Vote on Your Behalf
hereby appointof
I/We being a shareholder/shareholders 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 in the Commodore’s Room at the Royal New Zealand Yacht Squadron, 181 Westhaven Drive, Westhaven Marina, Auckland 1011 on
Friday, 27 August 2021 at 11:00am and at any adjournment of that meeting.
Proxy/Voting Form
or failing him/herof
STEP 1
ATTENDANCE SLIP
Annual Meeting of General Capital Limited to be held in the
Commodore’s Room at the Royal New Zealand Yacht Squadron,
181 Westhaven Drive, Westhaven Marina, Auckland 1011 on
Friday, 27 August 2021 at 11:00am.
Items of Business – Voting Instructions/Ballot Paper (if a Poll is called)
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. If you mark the Proxy Discretion box, your proxy will not be able to cast your
vote if they are prohibited from voting on the resolution.
Ordinary Resolutions
Resolution 1Issue of up to $5,000,000 of Shares for Wholesale Capital Raising - (refer to the notice of meeting for
further details)
Resolution 2Issue of up to 8,333,333 Shares to Borneo Capital Limited at 6cps - Rewi Hamid Bugo (the Chair),
Borneo Capital Limited and their associated parties are prohibited from voting on Resolution 2. (refer to the notice
of meeting for further details)
Resolution 3Purchase of 12,377,869 Shares by Borneo Capital Limited from Belian Holdings Limited at 6cps -
Rewi Hamid Bugo (the Chair) Borneo Capital Limited, Belian Holdings Limited, Graeme Brown and their associated
parties are prohibited from voting on Resolution 3. (refer to the notice of meeting for further details)
Resolution 4Issue of up to 8,500,000 of each 30/7/2023 8cps and 30/7/2024 9cps Warrants to Senior Management -
Brent Douglas King, Barter Investments Limited, Jonathan Brian Vijay Clark and their associated persons are
prohibited from voting on Resolution 4. (refer to the notice of meeting for further details)
Resolution 5Authorisation of Board to fix Auditors remuneration - (refer to the notice of meeting for further details)
Resolution 6Re-election of Director: Brent Douglas King - (refer to the notice of meeting for further details)
Resolution 7Re-election of Director: Graeme Iain Brown - (refer to the notice of meeting for further details)
Resolution 8Re-election of Director: Simon John McArley - (refer to the notice of meeting for further details)
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