General Capital Limited Gives Notice of Annual Meeting

General Capital Limited
Level 8, General Capital House,
115 Queen Street, Auckland CBD
PO Box 1314, Shortland Street,
Auckland, New Zealand. 1140.
Phone +64 9 304 0145
Fax +64 9 358 3858


Notice of Annual Shareholders’ Meeting

General Capital Limited’s (NZX: GEN) 2022 annual meeting of shareholders will be in held in
person only at 3:00 p.m. on 28 September 2022 in the Raffles Room 1 at the Stamford Plaza,
22-26 Albert Street, Auckland CBD, Auckland 1010.

Attached are:

- the Notice of Meeting;
- Chairman’s Letter; and
- the Proxy Form.

The Notice of Meeting, Chairman’s Letter and Proxy Form will be emailed to shareholders who
have provided the company’s share registrar with an email address and mailed in hard copy
where the share registrar does not have an email address. Electronic copies of these
documents are also available on the company’s website, https://gencap.co.nz/.

The meeting will be recorded and available on the company’s website after the meeting.

For further information contact:

Mr. Brent King
Managing Director
+64 21 632 660
Brent.King@gencap.co.nz


31 August 2022

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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

3:00pm, Wednesday, 28 September 2022
General Capital Limited (GenCap) gives you notice that the annual meeting of
shareholders of GenCap (the Meeting) will be held in the Raffles Room 1 at the
Stamford Plaza in Auckland, commencing at 3:00pm on Wednesday, 28 September 2022.

The Contents of this Notice of Meeting

Page

1. Agenda

2

2. Extraordinary Business

2

3. Regular Business

2

4. Explanatory Notes

4

5. Important Information

9

6. Glossary

13

Proxy/Voting Form

Attached

2

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 pursuant to a wholesale capital raising. See 2.1 below.
1.5 Regular Business
a) Consideration and Discussion of Annual Report. See 3.1 below.
b) Resolution 2: Auditors fees and expenses. See 3.2 below.
c) Resolution 3: Election of Director - Paul Zingel. See 3.3 below.
d) Resolution 4: Election of Director – Greg James. See 3.4 below.
e) Resolution 5: Re-election of Director - Huei Min (Lyn) Lim. See 3.5 below.
f) Resolution 6: Re-election of Director - Rewi Hamid Bugo. See 3.6 below.
g) Resolution 7: Increase to Directors’ fee pool. See 3.7 below.
1.6 General Business and Shareholder discussion - to consider any other matters that may be
brought properly before the Meeting.
1.7 Close
2 Extraordinary Business
2.1 Resolution 1: Issue of Shares pursuant to a 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 4.2.1) the issue of up to
$5 million of new Shares to such persons (not being Related Parties of GenCap) and in such
numbers and proportions as determined by the Board in its absolute discretion and at such price
and on such terms as the Board believes is fair and reasonable to GenCap and to all existing
Shareholders, but at a price of not less than 5.75 cents per Share.”
3 Regular Business
3.1 Annual Report: The meeting will receive, consider and discuss the Annual Report
of GenCap for the year ended 31 March 2022, including the financial statements
for that year and the Directors’ and auditor’s reports to the Shareholders.
3.2 Resolution 2: Auditors fees and expenses
To record that GenCap’s auditors, Baker Tilly Staples Rodway, Auckland are
automatically reappointed as auditors pursuant to section 207T of the Companies
Act 1993 and to consider, and if thought fit, to pass the following ordinary
resolution:
“That the Board be authorised to fix the fees and expenses of the auditors of GenCap for
the financial year ending 31 March 2023.”
3.3 Resolution 3: Election of Director - Paul Zingel
To consider and, if thought fit, pass the following ordinary resolution:
“That Paul Zingel be elected as a director of GenCap.”

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3.4 Resolution 4: Election of Director – Greg James
To consider and, if thought fit, pass the following ordinary resolution:
“That Greg James be elected as a director of GenCap.”
3.5 Resolution 5: Re-election of Director - Huei Min (Lyn) Lim
To consider and, if thought fit, to pass the following ordinary resolution:
“That Huei Min (Lyn) Lim be re-elected as a director of GenCap.”
3.6 Resolution 6: Re-election of Director - Rewi Hamid Bugo
To consider and, if thought fit, to pass the following ordinary resolution:
“That Rewi Hamid Bugo be re-elected as a director of GenCap.
3.7 Resolution 7: Increase to Directors’ fee pool
To consider and, if thought fit, to pass the following ordinary resolution:
“That the maximum aggregate amount of remuneration payable by GenCap to the Directors
(in their capacity as directors, as that term is defined in the NZX Listing Rules) be increased
from $300,000 to $600,000 per annum, plus GST (if any), to be paid and allocated among the
Directors as the Board from time to time deems appropriate and that any remuneration
payable to such Directors may, at the Board’s discretion, in whole or in part, be through an
issue of Equity Securities (as that term is defined in the NZX Listing Rules) of GenCap.”

The Directors unanimously recommend that Shareholders vote in favour of all
Resolutions.

Explanatory Notes for the Resolutions are set out on pages 4 to 10 of this Notice of
Meeting.
A Glossary of terms used throughout this Notice of Meeting is included in Section 6 of this
Notice of Meeting.

By order of the Board
Date: 31 August 2022

Rewi H Bugo
Chairman, General Capital Limited
Ends

This Notice of Meeting is an important document and requires your immediate attention. It
should be read in its entirety. It has been prepared to advise you of the forthcoming Meeting and
to assist you in understanding the Resolutions to be put to Shareholders for consideration at the
Meeting. The Directors encourage you to read this Notice of Meeting and exercise your right to
vote.
If you do not understand any part of this document or are in doubt as to how to deal with it, you
should consult your broker or other professional adviser as soon as possible.
Please call Brent King at General Capital Limited on +64 21 632 660 if you have any queries about the
Resolutions or this Notice of Meeting.

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4 Explanatory Notes
Introduction
4.1 In the four years since the 2018 reverse listing of GenCap, the total consolidated
assets of GenCap have increased from approximately $16.4 million to approximately
$103 million (as outlined in GenCap’s annual report for the year ended 31 March
2022 (the Annual Report)). That represents an overall compounded growth of 60%
per annum over the four-year period. This mostly reflects the growth of the existing
borrowing and lending businesses of GenCap’s wholly-owned subsidiary, General
Finance Limited (GFL).
4.2 The Board believes that to reach critical or optimal scale the business needs to
continue growing at this rate for the coming two years and achieve total assets of
between $100 million and $200 million. However, as additional assets are acquired
by GFL through additional deposit funding, GenCap 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 NBDT Act. The
independent board of GFL currently maintains a capital ratio (as defined by the
NBDT Act) of 15%.
4.3 At GenCap’s 2021 annual meeting held on 3 September 2021 (the 2021 ASM),
Shareholders approved a wholesale capital raising by GenCap of the issue of up to
$5 million of Shares (the 2021 Wholesale Offer). Pursuant to the 2021 Wholesale
Offer:
(a) on 8 December 2021, GenCap issued 6,667,775 Shares to a single wholesale
investor at 6 cents per Share for total consideration of $0.4 million; and
(b) on 23 February 2022, GenCap issued 34,782,609 Shares to a single wholesale
investor at 5.75 cents per Share for total consideration of $2 million.
The additional capital raised through the 2021 Wholesale Offer was primarily used
to increase the capital of GFL.
4.4 As outlined in the Annual Report, the Board is proposing to raise further capital to
support the capital requirements of GFL and to expand the working capital of
GenCap. In accordance with NZX Listing Rule 4.2.2, an issue of Equity Securities (as
defined in the NZX Listing Rules) authorised under NZX Listing 4.2.1 must be
completed within 12 months of the passing of the relevant resolutions. Therefore,
GenCap cannot rely on Shareholders’ authorisation of the 2021 Wholesale Offer to
raise further capital beyond 3 September 2022. Resolution 1 (as described in more
detail below) accordingly, again, seeks the approval of Shareholders to allow
GenCap to raise up to $5 million through the issue of Shares which, if fully
subscribed and applied to GFL, would enable GFL to increase total deposits by up to
$65 million in the coming year and thus lend or otherwise acquire financial assets of
up to $75 million, bringing total assets to up to $165 million. This assumes a similar
risk-weighted asset mix as at 31 March 2022 is 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.
Resolution 1: Issue of Shares pursuant to a wholesale capital raising
4.5 The Board intends to raise up to $5 million towards meeting its anticipated capital
needs by inviting wholesale investors to subscribe for new Shares (the Offer Shares)
ranking equally with the existing Shares (the 2022 Wholesale Offer). The allotment
of Offer Shares will be made for cash. The wholesale investors will be persons who
the Board believes it is in the interests of GenCap to become Shareholders and who

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satisfy the definition of “wholesale investor” for the purposes of the FMC Act.
However, the 2022 Wholesale Offer will not be open to any Related Party of GenCap,
meaning that none of these persons will be entitled to participate in the 2022
Wholesale Offer:
(a) a Director or Senior Manager of GenCap or any of its Subsidiaries (each as
defined in the NZX Listing Rules);
(b) the holder of 10% or more of the Shares; and
(c) an Associated Person of any of the persons referred to in (a) or (b).
4.6 Wholesale investors participating in the 2022 Wholesale Offer will be subject to the
Takeovers Code in that, in broad terms and pursuant to the “fundamental rule” of
the Takeovers Code, a person who holds or controls:
(a) no voting rights, or less than 20% of the voting rights, in GenCap, may not
become the holder or controller of an increased percentage of the voting
rights in GenCap unless, after the allotment of the Offer Shares to that
person, that person and that person’s associates hold or control in total not
more than 20% of the voting rights in GenCap; and
(b) 20% or more of the voting rights in GenCap may not become the holder or
controller of an increased percentage of the voting rights in GenCap,
including through the allotment of Offer Shares to that person,
unless the person complies with an exception to the fundamental rule such as if the
allotment of Offer Shares to that person is approved by an ordinary resolution of
GenCap in accordance with the Takeovers Code. If GenCap receives interest from a
wholesale investor under the 2022 Wholesale Offer that would or may require such
shareholder approval, the Board will consider at that time whether to seek such
approval or limit the ability of that person to invest in the 2022 Wholesale Offer.
4.7 NZX Listing Rule 4.2.1 provides that, for Shareholders to approve the issue of the
Offer Shares, the precise terms and conditions of the issue must have been approved
by Shareholders by ordinary resolution. Accordingly, the Directors are proposing
Resolution 1 to seek that approval.
4.8 Pursuant to NZX Listing Rule 4.2.2, the approval of Shareholders to the issue of the
Offer Shares (if Resolution 1 is passed) will apply for a period of 12 months from the
date of the Meeting. The key terms of the issue of the Offer Shares pursuant to the
2022 Wholesale Offer are as set out in paragraphs 4.9 and 4.10 below.
4.9 The issue price of the Offer Shares will be determined by a process of negotiation
with prospective investors and will be influenced by demand for the Offer Shares and the
prevailing economic and market conditions at the time of issue of the Offer Shares.
The issue of Offer Shares will however be:
(a) at a price of not less than 5.75 cents per Offer Share; and
(b) on such other terms as the Board believes is fair and reasonable to GenCap
and to all existing Shareholders.
The maximum number of Offer Shares that than will be issued under the 2022
Wholesale Offer will therefore be 86,956,521 Offer Shares.
4.10 The 2022 Wholesale Offer is not underwritten and the final number of Offer Shares
to be allotted will be dependent on the demand received from wholesale investors
and the eventual capital needs of GenCap over the coming year.
4.11 The 2022 Wholesale Offer proposed by Resolution 1 will, if approved, have a
material dilution effect in relation to each Shareholder’s shareholding in GenCap.

6

The number of Shares each Shareholder has in GenCap will remain unchanged, but
the percentage of Shares that the Shareholder holds in GenCap will be reduced
because of the dilutionary effect. The potential dilution effects of the 2022
Wholesale Offer, together with the issue of Shares on exercise of the Senior
Management Warrants issued on 27 September 2021 following approval of
Shareholders at the 2021 ASM, are set out in the tables below.
4.12 The Senior Management Warrants were issued to Brent King (GenCap’s Managing
Director) and Jonathan Clark (GenCap’s former CFO) on 27 September 2021 following
the 2021 ASM. The details and terms of the Senior Management Warrants were set
out in the notice of meeting issued by GenCap in connection with the 2021 ASM.
Broadly, the Senior Management Warrants were issued in two tranches, the first
tranche involved the issue of 4,250,000 warrants to each of Brent and Jonathan,
entitling the holder to subscribe for one Share for each warrant held by them, at an
exercise price of 8.0 cents per Share prior to 30 June 2023. The second tranche
involved the issue of a further 4,250,000 warrants to each of Brent and Jonathan,
entitling the holder to subscribe for one Share for each warrant held at an exercise
price of 9.0 cents per Share prior to 30 June 2024. The Senior Management Warrants
are only exercisable if the relevant holder remains employed by, or a contractor to,
GenCap at the date of exercise. Jonathan Clark resigned from his role with GenCap
in January 2022 and therefore the only Senior Management Warrants now
outstanding are the 8,500,000 warrants issued to Brent King.
Total Shares on issue as at the date of this Notice of Meeting 212,657,496
Maximum number of Offer Shares to be issued under the 2022
Wholesale Offer (at the minimum issue price of 5.75 cents per
Share
1
)
86,956,521
Maximum number of Shares that may be issued to Brent King on
exercise of the Senior Management Warrants
8,500,000
Maximum number of Shares that may be on issue 308,114,017
Effect on an example Shareholder:
Pre-2022 Wholesale Offer percentage based on a holding of
21,265,749 Shares
10%
Post-2022 Wholesale Offer percentage assuming that the
maximum number of Shares are issued:
• under the 2022 Wholesale Offer; and
• pursuant to the exercise of the Senior Management
Warrants.
6.9%

1
The minimum issue price of 5.75 cents per Share has been used to demonstrate the dilution effect of
the issue of Offer Shares pursuant to the 2022 Wholesale Offer. The actual issue price will be
determined by the Board by a process of negotiation with prospective investors at a price equal to or in
excess of this and on such other terms as the Board believes is fair and reasonable to GenCap and to all
existing Shareholders.

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Post-2022 Wholesale Offer percentage assuming:
• that the maximum number of Shares are issued under the
2022 Wholesale Offer; and
• no Shares are issued in respect of the Senior Management
Warrants.
7.1%
Consequences if Resolution 1 not passed
4.13 If Resolution 1 is not passed, GenCap may be unable to further support the capital
requirements of GFL. If GenCap is unable to provide further capital to GFL, GFL will
not be able to increase total deposits or lending or otherwise acquire further
financial assets. GFL may therefore be unable to grow its balance sheet while also
maintaining its prudent capital ratio as required by the NBDT Act.
Resolution 2: Auditors fees and expenses
4.14 Baker Tilly Staples Rodway, Auckland is automatically reappointed at the Meeting as
auditors of GenCap under section 207T of the Companies Act 1993. Section 207S of
the Companies Act 1993 provides that, if the auditor is appointed at a meeting of
GenCap, the fees and expenses of the auditor must be fixed by GenCap at the Meeting
or in the manner that GenCap determines at the Meeting. Resolution 2 accordingly
authorises the Board to fix the fees and expenses of the auditors for the financial year
ending 31 March 2022.
Resolution 3: Election of Director - Paul Zingel
4.15 Paul Zingel was appointed by the Board effective from 1 March 2022 pursuant to
clause 19.19 of GenCap’s constitution and NZX Listing Rule 2.2.1(a). In accordance
with NZX Listing Rule 2.7.1, Paul retires as a Director at the Meeting but, being
eligible, offers himself for election as a Director at the Meeting. The Board
unanimously supports Paul’s election and considers him to be an independent Director.
Paul Zingel
Independent, non-executive Director
Paul is a real estate professional with extensive property development and property
management experience. He was previously Product Owner and Director of New
Zealand’s first property auction portal, PropFi ® a start-up real estate technology
company that facilitated the sale and purchase of property through online auctions.
Paul has been successfully trading in financial markets for more than twenty years and
as a registered Financial Services Provider, he has managed private investment
portfolios and provided insurance services and financial mentoring throughout his
career.
Resolution 4: Election of Director – Greg James
4.16 In accordance with NZX Listing Rule 2.3.2, on 26 July 2022 GenCap announced that
that closing date for director nominations was 10 August 2022 and provided details of
how Shareholders could make a nomination. Greg James was nominated for election
as a Director by Brent King (Managing Director and Shareholder of GenCap) on 9 August
2022. Greg has accepted the nomination and, being eligible, has offered himself for
election. No other nominations were received by GenCap.
4.17 As required by GenCap’s Board Policies and Procedures, and consistent with the
commentary to Recommendation 2.2 of the NZX Corporate Governance Code,
following receipt of Greg’s nomination, the Board has considered Greg’s character,
experience, education, criminal record and bankruptcy history. The results of those

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checks being satisfactory, the Board unanimously supports Greg’s election and
considers him to be an independent Director.
Greg James
Independent, non-executive Director
Greg James is a Senior Partner of Taxation and Mergers and Acquisitions at Findex,
New Zealand’s 5
th
largest accounting firm. Greg has over 30 years of tax structuring
and consulting experience and is a member of Chartered Accountants Australia and
New Zealand. Prior to joining Findex, Greg worked for PricewaterhouseCoopers,
including spending 8 years working in Hong Kong and New York. During his career,
Greg has worked with numerous listed and newly listed companies and has extensive
experience sourcing equity and debt funding for clients. Greg has a strong interest in
cricket and is currently a director of Parnell Cricket Club and is on the board of
Remuera Parnell Sports Community Charitable Trust. He is also a member of China
ASEAN and is a director of a number of its group companies.
Resolution 5: Re-election of Director - Huei Min (Lyn) Lim
4.18 Huei Min Lim (also known as Lyn Lim) has been a non-executive Director of GenCap
since 21 December 2011. Lyn was last re-elected as a Director by Shareholders on 30
August 2019 and therefore, in accordance with the NZX Listing Rules, Lyn retires by
rotation at the Meeting but, being eligible, offers herself for re-election as a Director
at the Meeting. The Board unanimously supports Lyn’s re-election and considers her
to be an independent Director.
Huei Min (Lyn) Lim
Independent, non-executive Director
In addition to acting as a non-executive Director of GenCap, Lyn is also on the boards
of the Auckland Regional Amenities Funding Board and Restaurant Brands New Zealand
Limited. She is also a trustee of the Asia New Zealand Foundation. Lyn has also
served on the boards of Auckland University of Technology (AUT), the New Zealand
Shareholders' Association, Public Trust, the New Zealand China Trade Association, the
Hong Kong and New Zealand Business Association, was the Chair of the New Zealand
Chinese Youth Trust and held the positions of Trustee, Deputy Chair and Chair of
Foundation North. She has been a member of ANZ Private Bank External Advisory
Board and has served as a council member of the Auckland District Law Society Inc. In
2017, Lyn was appointed as a Member of the New Zealand Order of Merit for her
services to New Zealand-Asia relations and governance. Lyn is a Chartered Member of
the New Zealand Institute of Directors, a member of the New Zealand Law Society and
a member and Vice Chair of the Women in Business Committee of the Inter Pacific Bar
Association.
Resolution 6: Re-election of Director - Rewi Hamid Bugo
4.19 Rewi Bugo has been a non-executive Director of GenCap since 13 June 2017 and has
been Chair of the Board since August 2018 following the acquisition of Corporate
Holdings Limited. Rewi was last re-elected as a Director by Shareholders on 30 August
2019 and therefore, in accordance with the NZX Listing Rules, Rewi retires by rotation
at the Meeting but, being eligible, offers himself for re-election as a Director at the
Meeting. The Board unanimously supports Rewi’s re-election and considers him to be
a non-independent Director as he is a substantial Shareholder of GenCap.
Rewi Hamid Bugo
Chairman and non-executive Director
Mr Bugo is a graduate of the University of Canterbury, Christchurch, where he obtained
a Bachelor of Science in Management Science and a Master of Commerce in Business

9

Administration. He has business experience in several sectors including oil and gas,
property development, insurance broking and travel and tourism. Mr Bugo sits on the
Board of several private companies in Malaysia and New Zealand, is a Trustee of World
Wildlife Fund Malaysia, and is Vice Chairman of the Sarawak Chapter of the Malaysia
New Zealand Chamber of Commerce.
Resolution 7: Increase to Directors’ fee pool
4.20 The Board is seeking, with Shareholders’ approval, to increase the aggregate amount
available to pay Directors (in their capacity as directors, as that term is defined in
the NZX Listing Rules) by $300,000 to $600,000, plus GST (if any). The Director fee
pool has not been increased since November 2018. Shareholders should be aware
that this pool is used to remunerate both the directors of GenCap (including the
chairperson, one executive Director and, if Resolution 4 is passed, Greg James as a
new GenCap Director) and the non-executive directors of GFL (who are required to
be appointed to comply with the requirements of the NBDT Act). The Board
considers that the current fee pool should be increased to reflect the addition of a
further GenCap Director (assuming Resolution 4 is passed) and to better align with
the significant asset growth experienced by GenCap, and therefore the oversight and
work required of the Directors, since 2018 which, as set out in paragraph 4.1 above,
has seen the total consolidated assets of GenCap increase from approximately
$16.4 million in 2018 to approximately $103 million in 2022.
4.21 The current remuneration payable per annum to Directors is:
(a) Director base fee of $28,600;
(b) Chairman’s fee equal to the Director base fee of $28,600 plus a 50% premium
(so, a total of $42,900); and
(c) chair of subcommittee fee equal to a 25% premium on the Director base fee
of $28,600 (so, an additional fee of $7,150).
4.22 At the conclusion of the Meeting, and assuming all Resolutions are passed, there will
be six directors of GenCap (including Greg James, the chairperson and one executive
Director) and a further three non-executive directors of GFL for the purposes of NZX
Listing Rule 2.11.3.
4.23 Other than to pay the fees of Greg James (if Resolution 4 is passed), the Board has
not yet determined how, if at all, it would allocate the increased director fee pool
(if Resolution 7 is passed), but it could be used:
(a) to increase the base fees payable to Directors in a manner that is fair to
GenCap (as required by the Companies Act) and having regard to publicly
available information regarding fees paid to directors by comparable
companies;
(b) to enable the Board to attract and recruit an additional suitably qualified
non-executive director to support GenCap and GFL’s business as it scales;
and/or
(c) to provide headroom to pay ad hoc special fees to Directors for services
outside of their usual director duties as required (for example, in connection
with a capital raising or transaction that requires significant additional
governance oversight).
4.24 In recommending this proposed increase to the director fee pool, the Board has
considered the current and expected future growth in GenCap’s business, the
compliance requirements and associated complexity of GFL’s business, and the time
commitment and level of governance required of Directors.

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4.25 Pursuant to NZX Listing Rule 6.3.1, GenCap will disregard any votes on Resolution 7
by each Director and any Associated Person of that Director, except that such person
may act as proxy or Voting (as defined in the NZX Listing Rules) representative for
another person who is qualified to vote and in accordance with that person’s express
instructions.

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5 Important Information
Voting entitlements
5.1 The only persons who will be entitled to vote on the Resolutions at the Meeting
are those persons who are registered Shareholders as at 5:00pm on Monday, 26
September 2022 and only the Shares registered in those Shareholders’ names at
that time may be voted at the Meeting.
Method of voting
5.2 The Chair of the Meeting will require voting at the Meeting to be conducted by
poll as required by the NZX Listing Rules. Results of the voting will be available
after the conclusion of the Meeting and will be notified by way of announcement
to the NZX.
Voting thresholds
5.3 All Resolutions are ordinary resolutions. An ordinary resolution means a
resolution approved by a simple majority of votes of those Shareholders that are
entitled to vote and voting on the Resolution.
Attendance at the Meeting
5.4 It is currently intended that the Meeting will be held in-person only. However,
GenCap is closely monitoring the circumstances in New Zealand relating to the
COVID-19 pandemic. In the event of any significant developments, including if
GenCap is not permitted to hold a physical meeting due to COVID-19 restrictions
on gatherings in Auckland on the date of the Meeting, the Meeting will proceed as
an online-only meeting. In such circumstances, GenCap will provide Shareholders
with as much notice as is reasonably practicable by way of announcement to the
NZX and on GenCap’s website at https://gencap.co.nz/
5.5 Shareholders who are entitled to attend and vote at the Meeting may do so by
attending the Meeting in person or by appointing a proxy to attend on that
Shareholder’s behalf.
Proxies
5.6 Any Shareholder who is entitled to attend and vote at the Meeting may appoint a
proxy to attend and vote at the Meeting. A proxy does not need to be a
shareholder of GenCap. If you appoint a proxy, you may either direct your proxy
how to vote for you on some or all Resolutions or you may give your proxy
discretion to vote as he or she sees fit. If you wish to give your proxy discretion,
then you must mark the appropriate boxes on the proxy form to grant your proxy
that discretion. If you do not tick any box for a particular Resolution, then the
proxy will vote or abstain from voting as he or she sees fit.
5.7 If, in appointing a proxy, you do not name a person as your proxy but otherwise
complete the proxy form in full, or your named proxy does not attend the
Meeting, the Chair of the Meeting will act as your proxy and may only vote in
accordance with your express direction.
5.8 The Chair of the Meeting (who will be Rewi Bugo or, in his absence, any other
Director) is willing to act as proxy for any Shareholder who wishes to appoint him.
To appoint the Chair, simply enter “The Chair of the Meeting” in the space
allocated in ‘Step 1’ of your proxy form.
5.9 If the Chair of the Meeting is appointed as a proxy and you have given your proxy
discretion to vote as he sees fit, the Chair of the Meeting will vote in favour of all
Resolutions other than Resolution 7. In respect of Resolution 7, the “Voting

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restrictions” in paragraph 5.12 below apply and, accordingly, the Chair of the
Meeting may only act as proxy and vote in accordance with your express
instructions for Resolution 7.
5.10 Shareholders can elect to submit their proxies online or return their form to our
Share Registrar, Computershare Investor Services Limited.
To appoint your proxy and vote online, please visit www.investorvote.co.nz.
Follow the prompts to complete your proxy appointment and vote.
If you wish to email or mail the proxy form, please send it to our Share Registrar,
Computershare Investor Services Limited, at:
corporateactions@computershare.co.nz
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
5.11 The completed proxy form must be received by our Share Registrar no later than
3:00pm on 26 September 2022 (being 48 hours before the Meeting). Any proxy
form received after that time will not be valid for the Meeting.
Voting restrictions
5.12 No Director, nor any Associated Person of that Director, is entitled to vote, appoint
a proxy or exercise discretionary proxies in respect of Resolution 7 in accordance
with NZX Listing Rule 6.3.1. Discretionary proxies given to persons disqualified from
voting on Resolution 7 will not be valid.

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6 GLOSSARY
Terms defined in the NZX Listing Rules have the same meaning when used in this notice
and:
2021 ASM has the meaning given to that term in paragraph 4.3 of the Explanatory Notes.
2021 Wholesale Offer has the meaning given to that term in paragraph 4.3 of the
Explanatory Notes.
2022 Wholesale Offer has the meaning given to that term in paragraph 4.5 of the
Explanatory Notes.
Annual Report has the meaning given to that term in paragraph 4.1 of the Explanatory Notes.
Board means the Directors, acting together as a board.
Directors means the directors of GenCap and, where used in relation to Resolution 7
(including the Explanatory Notes to Resolution 7), also includes the directors of each
Subsidiary (as defined in the NZX Listing Rules) of GenCap.
FMC Act means the Financial Markets Conduct Act 2013.
GenCap means General Capital Limited.
GFL means General Finance Limited, a wholly-owned subsidiary of GenCap.
NBDT Act means the Non-bank Deposit Takers Act 2013.
NZX Listing Rules means the NZX Listing Rules dated 17 June 2022.
Offer Shares has the meaning give to that term in paragraph 4.5 of the Explanatory Notes.
ordinary resolution means a resolution passed by a simple majority of votes of Shareholders
entitled to vote and voting at the Meeting.
Related Party has the meaning given to that term in Part A of the NZX Listing Rules.
Resolutions means Resolutions 1 to 7 and Resolution means any of them.
Senior Management Warrants means the warrants issued to Brent Douglas King (Managing
Director of GenCap) and Jonathan Brian Vijay Clark (formerly Chief Financial Officer) with
the approval of Shareholders pursuant to NZX Listing Rule 4.1.1 at the 2021 ASM.
Shareholders means the shareholders of GenCap.
Shares means ordinary shares in GenCap.
Takeovers Code means the takeovers code set out in the schedule to the Takeovers
Regulations 2000.
wholesale investor has the meaning given to that term in clause 3 of Schedule 1 of the
FMC Act and includes a person that:
(a) is an “investment business” (as defined in clause 37 of Schedule 1 of the FMC Act,
including entities whose principal business is investing in financial products, trading
in financial products on behalf of others, or providing a financial advice service);
(b) meets the investment criteria in clause 38 of Schedule 1 of the FMC Act (including
that the person has, in the previous 2 years, owned a portfolio of financial products
with an aggregate value of at least $1 million, or has carried out one or more
transactions to acquire specified financial products where the amount payable
under those transactions (in aggregate) is at least $1 million);
(c) in respect of the 2 most recently completed financial years, had net assets
exceeding $5 million or had total consolidated turnover exceeding $5 million;

14

(d) is a “government agency” (as defined in clause 40 of Schedule 1 of the FMC Act);
(e) is an “eligible investor” (as defined in clause 41 of Schedule 1 of the FMC Act,
being a person that can certified that he or she has previous experience in
acquiring or disposing of financial products that allows him or her to assess the
merits of the 2022 Wholesale Offer, his or her own information needs and the
adequacy of information provided by GenCap in respect of the 2022 Wholesale
Offer); or
(f) when aggregated with the amounts payable by that person upon acceptance of the
2022 Wholesale Offer, will have paid at least $750,000 for the Shares held by that
person.

---

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

31 August 2022

Dear Shareholder,

Re: General Capital Limited’s Annual Shareholder Meeting

I write to personally invite you to our Annual Shareholder Meeting to be held on
Wednesday 28 September at 3:00pm in the Raffles Room 1 at the Stamford Plaza, Auckland.

The General Capital team have been so busy building and developing the business this year
that we have not put enough time into meeting as many of the owners as we would like to.

As you will be aware we have been one of the fastest growing companies on NZX.
Our 60% per annum compound growth over the last 4 years has been at the top end of the
market.

Celebration of General Finance.

We are also going to celebrate General Finance, our main subsidiary, turning 25.
Yes, General Finance was registered on the 13
th
of June 1997 and the business has not only
survived but has prospered over that period.
General Finance has seen the markets in virtually all states and so far it has been able to ride
through even the rockiest of waters. We therefore believe that the business is well placed
to take advantage of the large opportunities before it.

I want to personally thank you for your support of General Capital and the group as a whole
over this last year. You are the owners of the business and we want to meet and
understand you.

Please come along to the Annual Shareholders Meeting, ask us some difficult questions, and
help us to also celebrate the 25 years of General Finance!

The Directors of General Capital and I look forward to meeting you, answering your
questions and celebrating 25 years of the business.

Yours Sincerely


Rewi Bugo
Chairman of Directors.

---

Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
The 2022 Annual Meeting of Shareholders of General Capital Limited will be held in the Raffles Room 1
at the Stamford Plaza, 22 to 26 Albert Street, Auckland on Wednesday, 28 September 2022 at 3.00pm.
Voting restrictions
No Director, nor any Associated Person of that Director, is entitled to vote, appoint
a proxy or exercise discretionary proxies in respect of Resolution 7 in accordance
with NZX Listing Rule 6.3.1. Discretionary proxies given to persons disqualified
from voting on Resolution 7 will not be valid.
Signing Instructions for Proxy/Voting Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders
should sign.
Power of Attorney
If this Proxy/Voting Form has been signed under a power of attorney, a copy
of the power of attorney (unless already deposited with General Capital) and a
signed certificate of non-revocation of the power of attorney must be produced
to General Capital with this Proxy/Voting Form.
Companies
This Proxy/Voting Form should be signed on behalf of the company by one or
more directors or by person(s) that are duly authorised and acting under the
company’s express or implied authority. Please sign in the appropriate place
and indicate the office held.
Comments & Questions
If you have any comments or questions for General Capital, please write them on
a separate sheet of paper and return with this form.
General Capital Limited
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 3.00pm on Monday, 26 September 2022.
How to Vote on Items of Business
You can vote by:
• Attending the Meeting and voting. Voting will be by way of poll and you
must bring this Proxy/Voting Form with you to vote.
• Appointing a proxy or corporate representative (if the shareholder is a body
corporate) to attend the Meeting to act generally at the Meeting and to
vote on your behalf. Your proxy or corporate representative may need to
provide evidence of their authorisation to act for you prior to admission to
the Meeting.
Appointment of Proxy
You can appoint a proxy by completing this Proxy/Voting Form. It must be returned
to the share registrar at one of the addresses listed above or lodged online at
www.investorvote.co.nz by 3.00pm on Monday, 26 September 2022. Your proxy
does not need to be a shareholder of General Capital. If you appoint a proxy, you
may either direct your proxy how to vote for you or give them discretion to vote on
the Resolutions as he or she sees fit by ticking the appropriate box next to each
Resolution on the reverse side of this form. If you do not tick any box for a particular
Resolution, then the proxy will vote or abstain from voting as he or she sees fit.
The Chair of the Meeting (who will be Rewi Bugo or, in his absence, any other
Director) is willing to act as proxy for any shareholder who wishes to appoint him
for that purpose. To do this, enter ‘the Chair of the Meeting’ in the space allocated
in ‘Step 1’ of this form.
If you appoint the Chair of the Meeting as your proxy and you have given your
proxy discretion to vote as he sees fit, the Chair of the Meeting will vote in favour
of all Resolutions other than Resolution 7. In respect of Resolution 7, the “Voting
restrictions” below will apply and, accordingly, the Chair of the Meeting may only
act as proxy and vote in accordance with your express instructions for Resolution 7.
If, in appointing a proxy, you do not name a person as your proxy but you
otherwise complete this Proxy/Voting Form in full, or your named proxy does not
attend the Meeting, then the Chair of the Meeting will act as your proxy and may
only vote in accordance with your express directions.
Turn over to complete the form to vote

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 Raffles Room 1 at the Stamford Plaza, 22 to 26 Albert Street, Auckland on Wednesday, 28 September 2022 at 3.00pm 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 Raffles Room 1 at the Stamford Plaza,
22 to 26 Albert Street, Auckland on
Wednesday, 28 September 2022 at 3.00pm.
Items of Business – Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf 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 Shares pursuant to a wholesale capital raising
That the Shareholders approve (for the purposes of NZX Listing Rule 4.2.1) the issue of up to $5 million of
new Shares to such persons (not being Related Parties of GenCap) and in such numbers and proportions as
determined by the Board in its absolute discretion and at such price and on such terms as the Board believes
is fair and reasonable to GenCap and to all existing Shareholders, but at a price of not less than 5.75 cents per
Share.
Resolution 2Auditors fees and expenses
That the Board be authorised to fix the fees and expenses of the auditors of GenCap for the financial year
ending 31 March 2023.
Resolution 3Election of Director - Paul Zingel
That Paul Zingel be elected as a director of GenCap.
Resolution 4Election of Director – Greg James
That Greg James be elected as a director of GenCap.
Resolution 5Re-election of Director - Huei Min (Lyn) Lim
That Huei Min (Lyn) Lim be re-elected as a director of GenCap.
Resolution 6Re-election of Director - Rewi Hamid Bugo
That Rewi Hamid Bugo be re-elected as a director of GenCap.
Resolution 7Increase to Directors’ fee pool
That the maximum aggregate amount of remuneration payable by GenCap to the Directors (in their capacity
as directors, as that term is defined in the NZX Listing Rules) be increased from $300,000 to $600,000 per
annum, plus GST (if any), to be paid and allocated among the Directors as the Board from time to time deems
appropriate and that any remuneration payable to such Directors may, at the Board’s discretion, in whole or in
part, be through an issue of Equity Securities (as that term is defined in the NZX Listing Rules) of GenCap.
ForAgainstAbstain
Proxy
Discretion
STEP 2
Signature of Shareholder(s) This section must be completed.
or Director/Authorised officer or attorneyor Director/Authorised officer or attorney (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
SIGN
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