General Capital Gives Notice of Extraordinary Meeting

AGM20 December 2022GENFinancials

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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 Extraordinary Meeting of Shareholders
General Capital Limited (NZX: GEN) gives notice that an Extraordinary Meeting of shareholders
will be held in person only at the JW Marriott (formerly the Stamford Plaza), 22-26 Albert Street,
Auckland CBD commencing at 11:00am on Thursday, 19th January 2023.
Attached are:
- Notice of Meeting;
- Chairman’s Letter;
- Independent Adviser’s/Appraisal Report; and
- Proxy/Voting Form.

The Notice of Meeting, Chairman’s Letter, Independent Adviser’s/Appraisal Report and
Proxy/Voting 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 company’s 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/.
For further information contact:
Mr. Brent King
Managing Director
+64 21 632 660
Brent.King@gencap.co.nz
21 December 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

To the Shareholders of General Capital Limited ('Company')

Confidential

19 December 2022
Dear Shareholders of the Company,
Extraordinary Meeting of the Shareholders

It is with pleasure that we send you the attached Notice of Meeting, including the resolutions to approve
the subscription of shares in the Company by API No 1 Limited Partnership and Borneo Capital Limited,
and the appointment of Megan Glen as a director of the Company, together with supporting information.
As further explained in the Notice of Meeting, the capital raisings proposed by resolutions 1 and 2 aim to
raise NZ$8.67m of additional equity capital, the bulk of which are intended to be invested in the
Company’s main business, General Finance Limited, to facilitate growth. The Group needs to continue
growing at current rates for the coming two years and achieve total assets of between NZ$190m and
NZ$250m in order to reach critical or optimal scale in the current and anticipated economic landscape.
The approval of all of the resolutions will move the Company in this direction, provide for prudence and
flexibility, and ensure that the Company is prepared and able to take advantage of potential future
opportunities when matters crystallise in the market.
We have had a very successful last four years, and this additional equity capital will place the Company in a
very strong position looking forward.
Please read the resolutions carefully and ask any questions either before the meeting, or at the meeting.
The Directors recommend that you vote in favour of all of the resolutions.
The Board hopes to see you at the meeting.

Yours sincerely

Rewi H Bugo
Chairman of the Board

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www.simmonscf.co.nz

General Capital Limited

Independent Adviser’s Report
In Respect of the Proposed
Allotment of Shares to Borneo
Capital Limited and API No 1
Limited Partnership

Appraisal Report

In Respect of the Proposed
Allotment of Shares to Borneo
Capital Limited

December 2022

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 Allotments ......................................................................... 6
3. Evaluation of the Fairness of the Borneo Allotment ......................................................... 16
4. Profile of General Capital Limited .................................................................................... 18
5. Reasonableness of the Allotments Price ......................................................................... 24
6. Sources of Information, Reliance on Information, Disclaimer and Indemnity .................. 26
7. Qualifications and Expertise, Independence, Declarations and Consents ...................... 28

Independent Adviser’s Report and
General Capital Limited Page 1 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 Research Group 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 $13.8 million as at 16 December 2022. Its unaudited total equity as at
30 September 2022 was approximately $14.5 million.
A profile of General Capital is set out in section 4.
1.2 Proposed Share Allotments
General Capital and API No 1 Limited Partnership (API) entered into a subscription
agreement dated 2 November 2022 (the API Subscription Agreement) whereby
General Capital will issue 86,956,522 new ordinary shares to API at $0.0575 per
share (subject to shareholder approval), raising $5.0 million (the API Allotment).
General Capital and Borneo Capital Limited (Borneo) entered into a subscription
agreement dated 9 November 2022 (the Borneo Subscription Agreement)
whereby General Capital will issue 63,960,957 new ordinary shares to Borneo at an
issue price of $0.0575 per share (subject to shareholder approval), raising
$3,677,755 (the Borneo Allotment).
We refer to the API Allotment and the Borneo Allotment collectively as the
Allotments and the issue price of $0.0575 per share as the Allotments Price.
API No 1 Limited Partnership
API is a limited partnership that was registered under the Limited Partnerships Act
2008 on 11 October 2022.
API is managed and controlled by its general partner, API No1 GP Limited (APIGP).
APIGP was incorporated on 11 October 2022. APIGP is controlled by Simon Giufre,
Michael Johns and Grant O’Neil of Ascentro Capital Partners Limited (Ascentro),
who are directors of APIGP and each have (or will prior to the API Allotment have)
interests, via trusts, as limited partners of API.
Ascentro is a specialist New Zealand based private investment company based in
Auckland which provides growth capital to businesses and advisory services.

Independent Adviser’s Report and
General Capital Limited Page 2 Appraisal Report
Borneo Capital Limited
Borneo is the Company’s largest shareholder. It currently holds 63,049,467 ordinary
shares, representing 29.65% 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.
1.3 Shareholding Levels Post the Allotments
The table below shows the number of shares that will be held by Borneo, API and
the current General Capital shareholders not associated with Borneo or API (the
Non-associated Shareholders) immediately following the Allotments.

General Capital Shareholding Levels Post the Allotments

Borneo

API
Non-associated
Shareholders

Total

Current 63,049,467 - 149,608,029 212,657,496

-% 29.65% - 70.35% 100.00%

API Allotment - 86,956,522 - 86,956,522

Post API Allotment 63,049,467 86,956,522 149,608,029 299,614,018

-% 21.04% 29.02% 49.93% 100.00%

Borneo Allotment 63,960,957 - - 63,960,957

Post the Allotments

127,010,424 86,956,522 149,608,029 363,574,975

-% 34.93% 23.92% 41.15% 100.00%

Following the Allotments:
 Borneo will hold 34.93% of the Company’s shares
 API will hold 23.92% of the Company’s shares
 the Non-associated Shareholders will collectively hold 41.15% of the
Company’s shares.
In the event that only one of the API Allotment or the Borneo Allotment is approved,
the shareholding levels of Borneo, API and the Non-associated Shareholders will be
as set out in the graph below.

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General Capital Limited Page 3 Appraisal Report
Depending on the outcome of shareholder voting:
 Borneo will hold between 21.04% and 45.92% of the Company’s shares
 API will hold between nil and 29.02% of the Company’s shares
 the Non-associated Shareholders will collectively hold between 41.15% and
70.35% of the Company’s shares.
1.4 Summary of Opinions
Takeovers Code
Our evaluation of the merits of the API Allotment and the Borneo Allotment 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
API Allotment and the Borneo Allotment 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 Extraordinary meeting
The Non-associated Shareholders will vote on ordinary resolutions in respect of the
API Allotment (resolution 1 - the API Allotment Resolution) and the Borneo
Allotment (resolution 2 - the Borneo Allotment Resolution) at the Company’s
extraordinary meeting of shareholders on 19 January 2023.
An ordinary resolution is passed by a simple majority of the votes cast.
API and its associates are not permitted to vote on the API Allotment Resolution if
they hold any shares in the Company.
Borneo and its associates are not permitted to vote on the Borneo Allotment
Resolution.
If the API Allotment Resolution is approved, the Company’s shareholders will also
vote on an ordinary resolution in respect of the election of Megan Glen as a director
to the board of General Capital (the Board) (resolution 3). Ms Glen is associated
with API.

Independent Adviser’s Report and
General Capital Limited Page 4 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.
API and its associates currently do not hold or control any of the voting rights in the
Company.
The API Allotment will result in API controlling:
 29.02% of the voting rights in General Capital after the API Allotment and if the
Borneo Allotment does not proceed
 23.92% of the voting rights in General Capital following the Allotments.
Accordingly, the Non-associated Shareholders and Borneo will vote at the
Company’s extraordinary meeting on the API Allotment Resolution in accordance
with the Code. In the event that they hold any shares in the Company, API and its
associates are not permitted to vote on the API Allotment Resolution.
Borneo currently holds 63,049,467 shares in General Capital, representing 29.65%
of the voting rights in the Company.
The Borneo Allotment will result in Borneo controlling:
 45.92% of the voting rights in General Capital after the Borneo Allotment and if
the API Allotment does not proceed
 34.93% of the voting rights in General Capital following the Allotments.
Accordingly, the Non-associated Shareholders will vote at the Company’s
extraordinary meeting on the Borneo Allotment Resolution in accordance with the
Code. Borneo and its associates 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).

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General Capital Limited Page 5 Appraisal Report
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).
Listing Rule 5.2.1 stipulates that an Issuer must not enter into a Material Transaction
if a Related Party is a party to the Material Transaction or to one of a related series
of transactions of which the Material Transaction forms part unless the Material
Transaction is approved by way of an ordinary resolution from shareholders not
associated with the Related Party.
The Borneo Allotment is likely to be a Material Transaction as it will likely have an
Aggregate Net Value in excess of 10% of General Capital’s Average Market
Capitalisation.
Borneo is a Related Party of the Company as it holds 29.65% of the Company’s
shares.
Listing Rule 7.8.8 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution required by Listing Rule 5.2.1.
1.7 Purpose of the Report
The directors of General Capital not associated with Borneo or API, being Gregory
James, Brent King, Huei Min (Lyn) Lim, Simon McArley and Paul Zingel (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 API Allotment and the Borneo Allotment in accordance with Rule 18 of
the Code.
Simmons Corporate Finance was approved by the Takeovers Panel on 1 November
2022 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 14 November 2022 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 API Allotment Resolution and the Borneo Allotment Resolution.
We note that each shareholder’s circumstances and objectives are unique.
Accordingly, it is not possible to report on the merits of the API Allotment and the
Borneo Allotment in relation to each shareholder. This report on the merits of the
API Allotment and 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.

Independent Adviser’s Report and
General Capital Limited Page 6 Appraisal Report
2. Evaluation of the Merits of the Allotments
2.1 Basis of Evaluation
Rule 18 of the Code requires an evaluation of the merits of the API Allotment and the
Borneo Allotment 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.
We are of the view that an assessment of the merits of the Allotments should focus
on:
 the rationale for the Allotments
 the fairness of the terms of the Allotments
 the impact of the Allotments on the financial position of General Capital
 the impact of the Allotments on the control of General Capital
 the dilutionary impact of the Allotments
 the impact of the Allotments on General Capital’s share price
 the benefits and disadvantages to the Non-associated Shareholders of the
Allotments
 the benefits and disadvantages to API and Borneo of the Allotments
 the implications if the API Allotment Resolution and / or the Borneo Allotment
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.

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General Capital Limited Page 7 Appraisal Report
2.2 Summary of the Evaluation of the Merits of the Allotments
In our opinion, after having regard to all relevant factors, the positive aspects
of the API Allotment and the Borneo Allotment outweigh the negative aspects
from the perspective of the Non-associated Shareholders.
Our evaluation of the merits of the Allotments 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 Allotments is sound. The Allotments will raise
approximately $8.7 million of fresh equity to enable the Company to grow its
borrowing and lending business while maintaining a prudent capital ratio
 the terms of the Allotments are fair. The Allotments Price of $0.0575 per share
is fair to the Non-associated Shareholders as it is marginally higher than
General Capital’s recent volume weighted average share price (VWAP)
measured between one month and 12 months and is equivalent to the issue
price of the last capital raise undertaken by the Company in February 2022.
Given that the Allotments will be at a price in line with the current market value
of the Company’s shares, the Allotments will not be value-dilutionary to the
Non-associated Shareholders
 the Allotments will have a significant positive impact on the Company's financial
position, increasing total equity by approximately $8.7 million, thus enabling
General Capital to issue additional deposits and grow GFL’s loan book
 the API Allotment will provide API with a degree of control over the Company:
 its shareholding of 23.92% (assuming the Allotments are approved) or
29.02% (if only the API Allotment is approved) will enable API to exert a
degree of influence over shareholder voting
 it will have one representative on the Board and one representative on
GFL’s board of directors
 on the basis that the API Allotment proceeds, the Borneo Allotment will not
increase Borneo’s level of control over the Company to any significant degree.
However, if the API Allotment does not proceed, the Borneo Allotment will result
in Borneo increasing its control of voting rights from 29.65% to 45.92%, thereby
significantly increasing its ability to control the outcome of shareholder voting
 the Borneo Allotment will not change Borneo’s level of control over the Board
or the Company’s operations
 the dilutionary impact of the Allotments on the Non-associated Shareholders is
significant. The Allotments will result in their proportionate shareholdings in the
Company reducing by 41.5%
 the Allotments are unlikely to have any significant impact on General Capital’s
share price as the Allotments Price is in line with the Company’s current share
price
 the Allotments 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 Allotments will not change the overall business risk profile of General
Capital

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 the attraction of General Capital as a takeover target is unlikely to change
significantly
 the implication of the API Allotment Resolution not being approved by the
Non-associated Shareholders and Borneo is that the API Allotment will not
proceed and therefore the Company will not raise $5.0 million of fresh equity
from API. This may restrict the Company’s ability to continue its growth. If the
API Allotment Resolution is not approved and the Borneo Allotment Resolution
is approved, then Borneo’s shareholding will increase to 45.92% (as opposed
to 34.93% if both Allotments are approved)
 the implication of the Borneo Allotment Resolution not being approved by the
Non-associated Shareholders is that the Borneo Allotment will not proceed and
therefore the Company will not raise approximately $3.7 million of fresh equity
from Borneo. This may restrict the Company’s ability to continue its growth.
2.3 Rationale for the Allotments
Since the CHL Acquisition in August 2018, General Capital’s finance business
(operated through GFL) has grown significantly. The Company had over $101 million
of loan receivables and over $110 million of term deposits as at 30 September 2022.
The Board is of the view that for GFL to reach critical or optimal scale, the business
needs to achieve total assets of between $190 million and $250 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 Allotments will raise approximately $8.7 million of fresh equity. The Board
anticipates investing $5.0 million in GFL through the issue of new shares in that
business and holding the balance of funds in General Capital while it considers other
investment opportunities and the Company’s capital requirements.
We consider the rationale for the Allotments to be sound:
 the Allotments will raise approximately $8.7 million of fresh equity to enable the
Company to grow its borrowing and lending business while maintaining a
prudent capital ratio
 the API Allotment will establish Ascentro as an important cornerstone strategic
shareholder in General Capital.
2.4 Terms of the Allotments
Under the Allotments:
 API will be issued 86,956,522 new ordinary shares at $0.0575 per share to
raise $5.0 million of fresh equity
 Borneo will be issued 63,960,957 new ordinary shares at $0.0575 per share to
raise approximately $3.7 million of fresh equity.
Accordingly, the Allotments involve the issue of 150,917,479 new ordinary shares at
the Allotments Price of $0.0575 per share to raise approximately $8.7 million of fresh
equity.

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Our analysis of the reasonableness of the Allotments Price is set out in section 5.
The Allotments Price is marginally higher than General Capital’s VWAP measured
between one month and 12 months and equivalent to the issue price of the last capital
raise undertaken by the Company in February 2022. Accordingly, we consider the
Allotments 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 therefore will not be
value-dilutionary to the Non-associated Shareholders.
Additional terms of the API Subscription Agreement are that:
 Megan Glen be elected to the Board (resolution 3 seeks the election of Ms Glen
to the Board)
 Anton Douglas be elected to the GFL board of directors.
The Allotments are conditional on 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 Allotments occurred on 30 September 2022.

Illustrative Impact of the Allotments

As at
30 Sep 2022
$000
Borneo
Allotment
$000
API
Allotment
$000
Post
Allotments
$000

Total assets 126,336 3,678 5,000 135,014

Total liabilities (111,810) - - (111,810)

Total equity

14,526 3,678 5,000 23,204

No. of shares (000) 212,657 63,961 86,957 363,575

Net assets per share $0.0683 $0.0575 $0.0575 $0.0638

Net tangible assets (NTA) per share $0.0559 $0.0575 $0.0575 $0.0565

Source: General Finance interim condensed consolidated financial statements for the 6 months ended 30 September 2022 (the 2023 Interim
Financial Statements)

The illustrative position shows that following the Allotments, General Capital’s total
equity would increase by approximately $8.7 million from approximately $14.5 million
to approximately $23.2 million.
Net assets per share would decrease marginally to $0.0638 per share and NTA per
share would increase by 1% from $0.0559 to $0.0565.

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2.6 Impact on Control
Share Capital and Shareholders
General Capital currently has 212,657,496 fully paid ordinary shares on issue held
by 744 shareholders. The names, number of shares and percentage holding of the
Company’s 10 largest shareholders as at 9 December 2022 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 63.40% of the Company’s shares.
The 10 largest shareholders collectively hold 80.70% of the Company’s shares.
Shareholding Voting
The Allotments will result in API holding 23.92% of the shares in the Company and
Borneo holding 34.93%.
If only the API Allotment Resolution is approved, then API will hold 29.02% and
Borneo will hold 21.04% of the Company’s shares.
If only the Borneo Allotment Resolution is approved, then Borneo will hold 45.92% of
the Company’s shares and API will hold no shares.
API’s 23.92% shareholding will not enable it to singlehandedly determine the
outcome of ordinary resolutions (which require the approval of more than 50% of the
votes cast by shareholders) or special resolutions (which require the approval of 75%
of the votes cast by shareholders). However, in reality, API’s 23.92% shareholding
probably will be able to singlehandedly block special resolutions as a number of
shareholders in widely-held companies (such as General Capital) tend not to vote on
resolutions and hence the relative weight of the 23.92% interest increases.
Borneo currently has the ability to influence the outcome of shareholder voting to
some degree. Borneo’s control of 29.65% of the Company’s voting rights enables it
to block special resolutions. However, Borneo cannot singlehandedly block or pass
ordinary resolutions.
If the API Allotment is approved, then the Borneo Allotment will not increase Borneo’s
ability to influence the outcome of shareholder voting to any significant degree.
Following the Allotments, Borneo’s control of the Company’s voting rights will
increase by 5.29% to 34.93%. Borneo will still not be able to singlehandedly block
or pass ordinary resolutions or pass special resolutions.
However, if the API Allotment is not approved, the Borneo Allotment will result in
Borneo controlling 45.92% of the Company’s voting rights. In such circumstances,
Borneo will most likely be able to singlehandedly block or pass ordinary resolutions.
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 Companies Act).

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Board Control
As set out in section 4.3, the Company currently has 6 directors, none of whom are
deemed to be an associate of API and one of whom is deemed to be an associate of
Borneo (being Rewi Bugo).
A term of the API Subscription Agreement is that Megan Glen be elected to the
Board. Resolution 3 seeks the election of Ms Glen to the Board. If elected, API will
have one representative out of 7 directors on the Board.
A further term of the API Subscription Agreement is that Anton Douglas be elected
to the GFL board of directors. This appointment does not require the approval of
General Capital’s shareholders. The GFL board of directors currently consists of 4
directors, including Brent King.
We are advised by the Non-associated Directors that the Borneo Allotment is not
expected to have any impact on Borneo’s representation on the Board in the near
term. Mr Bugo will remain as Borneo’s sole representative on the Board.
Operations
We are advised by the Non-associated Directors that neither the API Allotment nor
the Borneo Allotment will increase API or Borneo’s respective level of influence over
the Company’s operations. Both API’s and Borneo’s influence over General Capital’s
operations will predominantly be through Ms Glen’s and Mr Bugo’s board
representation.
Protection for Minority Shareholders
While API and Borneo will have a degree of control over General Capital, they cannot
act in an oppressive manner against minority shareholders. The Companies Act
provides a level of protection to minority shareholders. Furthermore, (among other
related party restrictions), 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 Allotments may result in the Non-associated Shareholders' shareholdings in the
Company being significantly diluted:
 the API Allotment will dilute each Non-associated Shareholder’s interest in the
Company by 29.0% (prior to the Borneo Allotment)
 the Borneo Allotment will dilute each Non-associated Shareholder’s interest in
the Company by 23.1% (prior to the API Allotment)
 collectively, the Allotments will result in each Non-associated Shareholder’s
interest in the Company being diluted by 41.5%.
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 Allotments
are fair to the Non-associated Shareholders from a financial point of view and
therefore do not dilute the value of their respective shareholdings.

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General Capital Limited Page 12 Appraisal Report
2.8 Impact on Share Price and Liquidity
Share Price
A summary of General Capital’s closing share price since 3 January 2020 is set out
in section 4.8.
The Allotments Price is $0.0575 per share. This price represents:
 a 12% discount to the Company’s share price on 16 December 2022 of $0.065
 a 6% discount to the one month VWAP of $0.061
 a 5% premium to the 3 months VWAP of $0.055
 a 5% premium to the 6 months VWAP of $0.055
 a 8% premium to the 12 months VWAP of $0.053.
In our view, the Allotments are unlikely to have any significant impact on the
Company’s share price as the Allotments Price is marginally above the prevailing
market price at the time the Allotments Price was agreed.
Liquidity
The analysis in section 4.8 shows that General Capital’s shares are thinly traded on
the NZX Main Board, with only 5.3% of the shares being traded in the past year.
The Allotments 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 Borneo or API 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 Allotments
The Allotments will raise approximately $8.7 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 Allotments
The main disadvantage to the Non-associated Shareholders of the Allotments is that
the issue of shares under the Allotments will significantly dilute their interests in the
Company by 41.5%.
In our view, the positive aspects of raising additional capital to fund the Company’s
growth significantly outweighs the dilutionary impact of the Allotments.
2.11 Other Issues for the Non-associated Shareholders to Consider
Benefits to General Capital of API and Borneo as Cornerstone Shareholders
The API Allotment will position API / Ascentro as an important cornerstone strategic
investor in the Company and the Borneo Allotment will reinforce Borneo’s position as
an important cornerstone strategic investor in the Company, signalling their
respective confidence in the future prospects of General Capital.

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Non-associated Shareholders Approval is Required
Pursuant to Rule 7(d) of the Code, the Non-associated Shareholders must approve
by ordinary resolutions the API Allotment and the Borneo Allotment respectively.
Neither the API Allotment nor the Borneo Allotment will proceed unless the
Non-associated Shareholders approve the API Allotment Resolution and the Borneo
Allotment Resolution respectively.
No Change in Business Risk
The Allotments 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 Significantly
In our view, irrespective of whether API holds 23.92% or 29.02% of the Company’s
shares and Borneo holds between 21.04% and 45.92% of the Company’s shares, it
is unlikely to significantly change the attraction of General Capital as a takeover target
to API or Borneo or to other parties:
 as stated in section 2.6, the Allotments 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 API and Borneo would accept its offer, irrespective of the
shareholding levels of API and Borneo.
Following the Allotments, neither API nor Borneo will be able to increase the level of
their respective shareholding unless they comply with the provisions of the Code.
They will generally only be able to acquire more shares in the Company if:
 they make a full or partial takeover offer
 the acquisition is approved by way of an ordinary resolution of the Company’s
shareholders excluding API or Borneo respectively
 the Company makes an allotment of shares which is approved by way of an
ordinary resolution of the Company’s shareholders excluding API or Borneo
 the Company undertakes a share buyback that is approved by the Company’s
shareholders and API and / or Borneo do not accept the offer of the buyback.
Neither API or Borneo will 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 API Allotment Resolution Being Approved
The API Allotment Resolution is an ordinary resolution, which is passed by a simple
majority of votes cast.
If API or its associates hold any shares in the Company, they will not be permitted to
vote on the API Allotment Resolution. Therefore the Non-associated Shareholders
and Borneo, who currently collectively hold 100% of the Company’s shares, will
determine the outcome of the API Allotment Resolution.

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The Board has stated in the notice of extraordinary meeting that it unanimously
recommends voting in favour of the API Allotment Resolution. The Board controls
63.48% of the voting rights.
2.13 Implications of the API Allotment Resolution not Being Approved
If the API Allotment Resolution is not approved, then the API Allotment will not
proceed and the Company will not raise the additional capital of $5.0 million from
API.
The Company will need to seek this capital from alternate sources. However:
 the capital may not be available at the Allotments Price, therefore increasing
the relative cost to the Company, or
 the capital may not be available at all, thus restricting the Company’s ability to
continue to grow its business.
If the API Allotment Resolution is not approved and the Borneo Allotment Resolution
is approved, then:
 Borneo will hold 45.92% of the Company’s shares
 the Non-associated Shareholders will collectively hold 54.08% of the
Company’s shares.
2.14 Voting For or Against the API Allotment Resolution
Voting for or against the API 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 Allotment Resolution Being Approved
The Borneo Allotment Resolution is an ordinary resolution.
Borneo and its associates are not permitted to vote its 29.65% shareholding on the
Borneo Allotment Resolution. Therefore shareholders holding 70.35% of the shares
will determine the outcome of the Borneo Allotment Resolution (assuming they all
vote).
The Non-associated Directors have stated in the notice of extraordinary meeting that
they unanimously recommend voting in favour of the Borneo Allotment Resolution.
Therefore we would expect their shareholdings to be voted in favour of the Borneo
Allotment Resolution. This represents 33.87% of the total voting rights in the
Company and 48.11% of the voting rights that are able to be voted on the Borneo
Allotment Resolution.

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2.16 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 approximately
$3.7 million from Borneo.
The Company will need to seek this capital from alternate sources. However:
 the capital may not be available at the Allotments Price, therefore increasing
the relative cost to the Company, or
 the capital may not be available at all, thus restricting the Company’s ability to
continue to grow its business.
If the Borneo Allotment Resolution is not approved and the API Allotment Resolution
is approved, then:
 Borneo will hold 21.04% of the Company’s shares
 API will hold 29.02% of the Company’s shares
 the Non-associated Shareholders will collectively hold 49.93% of the
Company’s shares.
2.17 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.

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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.

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General Capital Limited Page 17 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 Borneo Allotment is sound
 the terms of the Borneo Allotment are fair
 the Borneo Allotment will have a significant positive impact on the Company's
financial position
 on the basis that the API Allotment proceeds, the Borneo Allotment will not
increase Borneo’s level of control over the Company to any significant degree.
However, if the API Allotment does not proceed, the Borneo Allotment will result
in Borneo increasing its control of voting rights from 29.65% to 45.92%, thereby
significantly increasing its ability to control the outcome of shareholding voting
 the Borneo Allotment will not change Borneo’s level of control over the Board
or the Company’s operations
 the dilutionary impact of the Borneo Allotment on the Non-associated
Shareholders will result in their proportionate shareholdings in the Company
reducing by 23.1%
 the Borneo Allotment is unlikely to have any significant impact on General
Capital’s share price
 the Borneo Allotment will have no impact on the liquidity of General Capital’s
shares
 the Borneo Allotment will not change the overall business risk profile of General
Capital
 the attraction of General Capital as a takeover target is unlikely to change
significantly.
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 2.16.
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.

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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.

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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:
 Rewi Bugo, non-executive chair (associated with Borneo)
 Gregory James, independent non-executive director
 Brent King, managing director
 Huei Min (Lyn) Lim, independent non-executive director
 Simon McArley, independent non-executive director
 Paul Zingel, independent non-executive director.
The senior management team of General Capital consists of:
 Brent King, managing director
 Victor Pliev, chief financial officer.

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4.4 Capital Structure and Shareholders
General Capital currently has 212,657,496 fully paid ordinary shares on issue held
by 744 shareholders.
The names, number of shares and percentage holding of the 10 largest shareholders
as at 9 December 2022 are set out below.

General Capital’s 10 Largest Shareholders

Shareholder No. of Shares Held %

Borneo 63,049,467 29.65%
Lynn Michel and Mat Floyd Trustee Co (No 1) Limited 34,782,609 16.36%
Brent King 22,115,317 10.40%
Snowdon Peak Investments Limited (Snowdon) 14,882,720 7.00%
Owen Daji 7,030,463 3.31%
Olivia Ling 6,667,775 3.14%
Grant Baker, Donna Baker and Lewis Grant 6,511,945 3.06%
Stephen Sinclair, Jacqueline Sinclair and Roger Wallis 6,290,524 2.96%
John Tomson 6,289,722 2.96%
Syed Alsagoff 4,000,000 1.88%

Subtotal
171,620,542 80.70%
Others (734 shareholders) 41,036,954 19.30%

Total
212,657,496 100.00%

Source: NZX Company Research

4 shareholders hold interests greater than 5%:
 Borneo is owned by Rewi Bugo, the Company’s non-executive chair
 Lynn Michel and Mat Floyd Trustee Co (No 1) Limited are trustees of the
Bedford Trust. Ms Michel is the mother of Company director Paul Zingel.
Mr Zingel is a beneficiary of the Bedford Trust. The Bedford Trust was issued
the 34,782,609 new ordinary shares at $0.0575 per share on 23 February 2022
 Brent King is the Company’s managing director. Snowdon is owned by
Mr King.
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 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000
Year to
31 Mar 22
(Audited)
$000
6 Mths to
30 Sep 22
(Unaudited)
$000

Interest income 2,846 3,533 5,574 4,604

Interest expense

(1,441)
(2,246) (2,976) (2,235)

Net interest income 1,405 1,287 2,598 2,369

Other income

633
1,062 1,886 1,082

Net revenue 2,038 2,349 4,484 3,451

Operating expenses

(1,847)
(2,228) (2,595) (1,911)

Profit / (loss) before income tax 191 121 1,889 1,540

Income tax expense (61) (39) (548) (501)

Net profit / (loss) after income tax

130
82 1,341 1,039

EPS ($) $0.0008 $0.0005 $0.0078 $0.0049

EPS: Earnings (loss) per share

Source: General Capital annual reports and 2023 Interim Financial Statements

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The Company’s net revenue and profitability has steadily increased over the past
3 and a half 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 20
(Audited)
$000
As at
31 Mar 21
(Audited)
$000
As at
31 Mar 22
(Audited)
$000
As at
30 Sep 22
(Unaudited)
$000

Cash and cash equivalents 12,562 7,292 16,662 17,240

Loan receivables 34,856 53,711 80,028 101,157

Intangible assets 3,047 2,926 2,919 2,647

Other assets 699 4,235 3,296 5,292

Total assets

51,164 68,164 102,905 126,336

Term deposits (41,450) (57,863) (88,047) (110,471)

Other liabilities (332) (776) (1,325) (1,339)

Total liabilities

(41,782) (58,639) (89,372) (111,810)

Net assets

9,382 9,525 13,533 14,526

NTA per share $0.0389 $0.0405 $0.0499 $0.0559

Source: General Capital annual reports and 2023 Interim Financial Statements

The Company's assets as at 30 September 2022 consisted mainly of loan
receivables, cash and cash equivalents and intangible assets.
Loan receivables have increased by 485% from $17.3 million as at 31 March 2019 to
$101.2 million as at 30 September 2022.
Intangible assets consist mainly of $2.1 million of goodwill arising from the CHL
Acquisition.
Other assets as at 30 September 2022 consisted mainly of $4.4 million of longer term
bank term deposits.
The Company's main liabilities are term deposits received from deposit investors,
which have increased by 642% from $14.9 million as at 31 March 2019 to
$110.5 million as at 30 September 2022.
Shareholders’ equity of $14.5 million as at 30 September 2022 consisted of:
 $13.0 million of issued share capital
 $1.8 million of accumulated profits
 negative $0.3 million of revaluation reserves.

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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 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000
Year to
31 Mar 22
(Audited)
$000
6 Mths to
30 Sep 22
(Unaudited)
$000

Net cash inflow / (outflow) from operating activities (17,372) (1,920) 5,995 2,561

Net cash inflow / (outflow) from investing activities (11) (3,423) 745 (1,905)

Net cash inflow from financing activities

26,996 73 2,630 (78)

Net increase / (decrease) in cash held 9,613 (5,270) 9,370 578

Opening cash balance 2,949 12,562 7,292 16,662

Closing cash balance

12,562 7,292 16,662 17,240

Source: General Capital annual reports and 2023 Interim Financial Statements

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 mainly represent capital raised from the issue of shares.
Term deposits received from the public were classified as financing cash flows in the
2020 financial year but have since been classified as operating cash flows.
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 January 2020 to 16 December 2022.

Source: NZX Company Research
During the period, General Capital’s shares have traded between $0.048 and $0.123
at a VWAP of $0.066.

-
500,000
1,000,000
1,500,000
2,000,000
0.00
0.02
0.04
0.06
0.08
0.10
0.12
3/01/20203/05/20203/09/20203/01/20213/05/20213/09/20213/01/20223/05/20223/09/2022
Volumes Traded
Share Price ($)
General Capital Share Price
Monthly volume (rhs)Closing price (lhs)

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An analysis of VWAP, traded volumes and liquidity (measured as traded volumes as
a percentage of shares outstanding) up to 16 December 2022 is set out below.

General Capital Share Trading up to 16 December 2022

Period
Low

$
High
$
VWAP
$
Volume
Traded
(000)
Liquidity

1 month $0.052 $0.067 $0.061 506 0.2%

3 months $0.052 $0.067 $0.055 3,366 1.6%

6 months $0.049 $0.067 $0.055 5,590 2.6%

12 months $0.048 $0.067 $0.053 11,229 5.3%

Source: NZX Company Research

Trading in the Company’s shares is very thin, with only 5.3% of the shares trading in
the past year.

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5. Reasonableness of the Allotments Price
5.1 Reasonableness Assessment
The Allotments Price is $0.0575 per share.
We have assessed the reasonableness of the Allotments 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.
5.2 Recent Share Trading Prices
A summary of General Capital’s daily closing share price and monthly volumes of
shares traded since 3 January 2020 is set out in section 4.8.
The Allotments Price of $0.0575 per share is marginally below the most recent trading
prices for General Capital’s shares and higher than the trading prices over the past
3 to 12 months.

Source: NZX Company Research
The Allotments Price of $0.0575 per share represents:
 a 12% discount to the Company’s share price on 16 December 2022 of $0.065
 a 6% discount to the one month VWAP of $0.061
 a 5% premium to the 3 months VWAP of $0.055
 a 5% premium to the 6 months VWAP of $0.055
 a 8% premium to the 12 months VWAP of $0.053.

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5.3 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 $0.057575 1,583

2019 Share placement plan 2,402,978 $0.057575 138

2021 Private placement 1,216,136 $0.062500 76

2022 Placement to Borneo 8,333,333 $0.060000 500

2022 Private placement 6,667,775 $0.060000 400

2022 Private placement 34,782,609 $0.057500 2,000

General Capital has raised $2.9 million in the 2022 financial year from the issue of a
total of 49,783,717 ordinary shares at a weighted average issue price of $0.058252.
The most recent capital raising was the issue of 34,782,609 ordinary shares at an
issue price of $0.0575 per share to the Bedford Trust on 23 February 2022, raising
$2.0 million. The placement represents 16.36% of the total shares on issue.
The Allotments Price equates to the issue price of the placement to the Bedford Trust.
5.4 Net Assets per Share
General Capital's total equity amounted to approximately $14.5 million as at
30 September 2022, equating to net assets of $0.0683 per share. NTA amounted to
$0.0559 per share as at 31 March 2022.
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 Allotments Price of $0.0575 is 16% lower than the Company’s net assets per
share as at 30 September 2022 and 3% higher than the Company’s NTA per share
as at 30 September 2022.
5.5 Conclusion
We consider the recent market prices and capital raise issue prices to be the best
basis for assessing the reasonableness of the Allotments Price.
We are of the view that the Allotments Price of $0.0575 per share is fair to the
Non-associated Shareholders as it is marginally higher than General Capital’s VWAP
measured between 3 months and 12 months and is equivalent to the issue price
under the last capital raising undertaken by the Company in February 2022.

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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 extraordinary meeting
 the Borneo Subscription Agreement
 the API Subscription Agreement
 the General Capital annual reports for the years ended 31 March, 2019 to 2022
 the General Capital 2023 Interim Financial Statements
 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 Allotments 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 Allotments.
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.

Independent Adviser’s Report and
General Capital Limited Page 27 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 extraordinary meeting
issued by General Capital and have not verified or approved the contents of the
notice of extraordinary meeting. We do not accept any responsibility for the contents
of the notice of extraordinary 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.

Independent Adviser’s Report and
General Capital Limited Page 28 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 API or
any conflicts of interest that could affect our ability to provide an unbiased opinion in
relation to the Allotments.
Simmons Corporate Finance has not had any part in the formulation of the Allotments
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 API Allotment 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 extraordinary 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 December 2022

---

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 EXTRAORDINARY MEETING OF SHAREHOLDERS
11:00am, Thursday, 19
th
January 2023
General Capital Limited (the “Company”) gives you notice that an Extraordinary
Meeting of shareholders of the Company will be held at the JW Marriott (formerly
the Stamford Plaza), 22-26 Albert Street, Auckland CBD commencing at 11:00am
on Thursday, 19
th
January 2023.
Contents of this Notice of Meeting Page
1. Agenda 1
2. Extraordinary Business 2
3. Independent Advisers Report and Appraisal Report 2
4. Explanatory Notes 3
5. Directors’ Recommendation 10
6. Voting Details 12
7. Glossary 14
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

1 A g e n d a
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 to API No 1 Limited Partnership. See 2.1 below.
b) Resolution 2: – Issue of Shares to Borneo Capital Limited. See 2.2 below.
c) Resolution 3: – Election of Director to the Board of the Company: Megan Glen. See
2.3 below.
1.5 Close

2

2 Extraordinary Business
2.1 Resolution 1: Issue of Shares to API No 1 Limited Partnership (“API
Allotment”) – To consider and, if thought fit, to pass the following ordinary resolution:
That, the shareholders approve (for the purposes of NZX Listing Rule 4.2.1 (issue of equity
securities) and Rule 7(d) of the Takeovers Code (allotment of voting securities)) the issue of
86,956,522 new ordinary shares in the Company to API No 1 Limited Partnership at an issue
price of NZ$0.0575per share.
The information required by Rule 16 of the Takeovers Code and other relevant information is
contained in the Explanatory Notes. See 4.2 below.
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 4.2.1 (issue of equity
securities) and 5.2.1 (related party transaction) and Rule 7(d) of the Takeovers Code (allotment
of voting securities) the issue of 63,960,957 new ordinary shares in the Company to Borneo
Capital Limited at an issue price of NZ$0.0575 per share.
The information required by Rule 16 of the Takeovers Code and other relevant information
is contained in the Explanatory Notes. See 4.3 below.
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.
All shareholders not associated with Borneo are permitted to vote on Resolution 2.
2.3 Resolution 3: Election of Director to the Board of the Company: Megan Glen - To
consider and, if thought fit, to pass the following ordinary resolution:
That, subject to shareholder approval of the API Allotment, Megan Glen be elected as a director of
the Company, with effect from the date of completion of the API Allotment.
The implementation of this resolution is conditional upon Resolution 1 being approved by the
shareholders.
Biographical information about Megan Glen is contained in the Explanatory Notes. See 4.4
below.
All shareholders are permitted to vote on Resolution 3.
3 Independent Adviser’s Report and Appraisal Report
3.1 As the API Allotment (proposed in Resolution 1) will result in a person who holds no
voting securities issued by the Company holding in excess of 20% of the voting securities
issued by the Company (in accordance with resolutions under Rule 7(d) of the Takeovers
Code), the Company is required by Rule 18 of the Takeovers Code to obtain an
independent adviser’s report (“Independent Adviser’s Report”) and for that report to
be contained in or to accompany this Notice of Meeting.
3.2 Similarly, as the Borneo Allotment (proposed in Resolution 2) will result in a person who
already holds in excess of 20% of the voting securities issued by the Company acquiring
additional securities issued by the Company (in accordance with resolutions under Rule
7(d) of the Takeovers Code), the Company is required by Rule 18 of the Takeovers Code
to obtain an Independent Adviser’s Report and for that report to be contained in or to
accompany this Notice of Meeting.
3.3 In addition, as the Borneo Allotment (proposed 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

3

Company to obtain an appraisal report (Appraisal 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.
3.4 Further, as the Borneo Allotment is or may be a Material Transaction with a Related Party
who is a direct party to the Material Transaction (i.e. Borneo), it must be approved by an
ordinary resolution pursuant to NZX Listing Rule 5.2.1. As a related matter, this Notice of
Meeting for the purposes of NZX Listing Rule 5.2.1 must be accompanied by an Appraisal
Report for the purposes of NZX Listing Rule 7.8.8.
3.5 The purpose of the Independent Adviser’s Report is to assess the merits of the proposed
allotment of ordinary shares under Resolutions 1 and 2. The purpose of the Appraisal
Report is to confirm whether the terms of the Borneo Allotment are fair to the
shareholders of the Company (other than Borneo and its associated parties in relation to
the Borneo Allotment). Simmons Corporate Finance Limited (Independent Adviser) has
prepared the Independent Adviser’s Report and Appraisal Report (together, the Report)
and a copy of the Report accompanies this Notice of Meeting.
3.6 The Independent Adviser’s conclusions in relation to the API Allotment and the Borneo
Allotment are set out on page 3 of the Report. The Independent Adviser provides:
a) a summary of its evaluation and conclusions relating to the merits of the API
Allotment and the Borneo Allotment in section 2 of its report; and
b) a summary of its evaluation and conclusions relating to the fairness of the
Borneo Allotment in section 3 of its report.
Shareholders of the Company should consider the Report as a whole in order to have a full
understanding of the Independent Adviser’s opinion.
4 Explanatory Notes
4.1 Introduction: In the 4 years since the 2018 reverse listing of the Company its total assets
have increased from approximately NZ$16.4m to approximately NZ$124m as at 30
September 2022. That represents an overall compounded growth of over 65% p.a. over the
4-year period. This mostly reflects the growth of the General Finance Limited (“GFL”)
existing borrowing and lending businesses. The Board believes that we are past minimum
scale for sustained profits. To reach critical or optimal scale the Group needs to continue
growing at this rate for the coming 2 years and achieve total assets of between NZ$190m
and NZ$250m.
The Board acknowledges that this represents an increase in the previously advised range of
total asset value to reach critical or optimal scale. The Directors believe it is a time to be
prudent and take into account a number of factors:
• Increasingly challenging economic conditions at both a corporate and household level.

• Sustained inflationary pressure which is expected to remain for the near to immediate
term, with estimated inflation rates being between 5% and 12% depending on the
indices used (e.g. consumer price index, fuel price index or food price index).

• The statement that the Reserve Bank of New Zealand has recently made forecasting
that New Zealand will tip into recession in 2023, stretching into 2024.

• The Reserve Bank of New Zealand has also recently lifted the official cash rate by an
unprecedented 75 basis points, to 4.25%.

• The Government has introduced the Deposit Takers Bill, which is currently at Select
Committee stage. This is anticipated to result in increased and ongoing compliance
costs to the Company’s business relating to the set-up and implementation of
anticipated changes, some of which are to be gradually introduced over the coming 5
years.

4

• A specific example of this from the Deposit Takers Bill is the new Depositor
Compensation Scheme which as proposed creates depositor compensation up to
$100,000 per depositor. This is a new cost and it will almost certainly increase the
costs payable by the Company by way of an insurance premium or levy.

• Net interest margins will reduce as borrowers will simply be unable to pay the interest
rates they have paid previously. This of course requires a larger asset base to earn the
same revenues and profits.
The above matters will each have an impact on the Company. It is clear that
macroeconomic factors will have an influence on all businesses in New Zealand. We cannot
be certain of the exact effect of these factors but it is clear that it is time to be prudent.
We are not saying that these factors will be exclusively negative for the Company’s
business as events may occur that give the Company strong benefits and opportunities as
happened around COVID. Nevertheless, it is clear that New Zealand is expecting a more
challenging economic landscape, hence the Directors propose taking steps to be prepared
and able to take advantage of potential future opportunities.
As a related point associated with increasing the Company’s total asset value, 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 minimum capital it can
hold is 8% so the Board is taking a very conservative approach.
The capital raisings proposed by Resolutions 1 and 2 aim to raise NZ$8.67m of additional
share capital. The bulk of these funds raised will be invested in our main business of GFL.
We will continue our focus on organic growth. We have grown 60% per annum
compounded and we aim to maintain that growth rate. As such, we anticipate investing
$5.0m in GFL through the issue of new shares in that business. We are currently
considering some of the opportunities that are appearing in the market. We will hold the
balance of the funds at the Company level while we consider the opportunities available to
us and also while we consider the impact that the final Deposit Takers Bill may have on
GFL’s capital requirements. This may be as simple as increased capital or it may make
bonds or deposits with the Reserve Bank of New Zealand a requirement. The Directors
want to be flexible so the Company can move quickly when matters are crystallised.
As the Company’s ordinary shares are listed on the NZX Main Board operated by NZX it is
a code company for the purposes of the Takeovers Code. Rule 6 of the Takeovers Code
provides that a person who holds or controls:
• no voting rights in the Company (i.e. API) may not become the holder or controller of
an increased percentage of the voting rights in the Company unless, after that event,
that person and that person’s associates hold or control in total not more than 20% of
the voting rights in the Company; or
• 20% or more of the voting rights in the Company (i.e. Borneo) may not become the
holder or controller of an increased percentage of the voting rights the Company,
unless that person becomes the holder or controller of an increased percentage of the
voting rights in the Company by an allotment of voting securities in the Company if the
allotment has been approved by an ordinary resolution of Company as required by Rule 7(d)
of the Takeovers Code.
Accordingly, as API currently holds or controls no voting securities in the Company, and
Borneo already holds or controls in excess of 20% of the voting securities in the Company,
each of the API Allotment and the Borneo Allotment is required to be approved by the
resolutions proposed in Resolutions 1 and 2, respectively, before they can proceed.
A detailed explanation of these proposed resolutions are set out in 4.2 to 4.3 below.

5

4.2 Resolution 1: Issue of Shares to API No 1 Limited Partnership – API is a limited
partnership managed and controlled by its general partner, API No 1 GP Limited, which is in
turn controlled by Samuel Giufre, Michael Johns and Grant O’Neil of Ascentro Capital
Partners, who are directors of API No 1 GP Limited and each have (or will prior to the issue
of shares in the Company to API have) interests, via trusts, as limited partners of API. API has
agreed (subject to approval of this resolution) to contribute NZ$5,000,000 of capital to the
Company. API 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 capital will be
completed within 5 Trading Days of Resolution 1 being passed pursuant to the terms of the
API Allotment as agreed between the Company and API.
For the shareholders’ further information, API is interested in investing in the Company to
support the continued growth of the Group. Other benefits to the Group of having API as an
investor is the fact that the API Allotment is conditional on Megan Glen being appointed as a
director of the Company (pursuant to Resolution 3) and Anton Douglas being appointed by
the Company as a director of GFL. Both are experienced and talented individuals who will add
to the experience base of the Group.
As API does not currently hold or control any voting securities issued by the Company and
will (subject to approval of this resolution and completion of the API Allotment), become
the holder or controller of more than 20% of the voting rights in the Company, API is
prohibited from subscribing for the proposed number of securities without approval of an
ordinary resolution of the shareholders of the Company 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 may only issue
ordinary shares and other Equity Securities with approval of an ordinary resolution of the
shareholders of the Company.
The API Allotment proposed by Resolution 1 and the Borneo Allotment proposed by
Resolution 2, will, if approved and completed, 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 API Allotment proposed in Resolution 1 and the
Borneo Allotment proposed in Resolution 2 (referred to in 4.3 below) are set out in the
following table:
Total ordinary shares prior to any allotments
212,657,496
Maximum number of shares that may be issued under the proposed
API Allotment
86,956,522
Maximum number of shares that may be issued under the
proposed Borneo Allotment
63,960,957
Total ordinary shares after API Allotment and Borneo
Allotment
363,574,975

Example Shareholder: Pre Borneo Allotment and API Allotment
percentage based on a holding of 21,265,750 shares
10%
Example Shareholder: Post Borneo Allotment and API
Allotment
5.85%

6

Example Shareholder: Post Borneo Allotment but the API Allotment
does not proceed
7.69%
Example Shareholder: Post API Allotment but the Borneo
Allotment does not proceed
7.10%

A further analysis of the dilutionary impact of both transactions proceeding is set out in
section 2.7 of the Report. The Report also sets out the implications and dilutionary effect
of one or other of Resolution 1 or Resolution 2 not being passed at sections 2.13 and
2.16.
If Resolution 1 is not passed and the API Allotment does not proceed, the consequences
of the Company not being able to raise additional capital through the API Allotment are
that 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.
To note, the Company has considered alternative capital raise structures which could
have less of a dilutionary impact on shareholders. In fact, the Company, through its
subsidiary Investment Research Group Limited, advises on capital structures. As such, the
Company is constantly reviewing different structures to implement for itself. Considering
the current economic conditions, the Board believes that increasing the Company’s capital
base is prudent at this stage and that adding further debt (or debt derivatives) is a riskier
option.
For clarity, neither the API Allotment nor the Borneo Allotment is utilising the NZ$5.0m
wholesale capital raising capacity (for the purposes of Listing Rule 4.2.1) that was
approved by shareholders pursuant to Resolution 1 of the Annual Meeting of Shareholders
on 28 September 2022. This allotment capacity remains live, and as the Board has
consistently stated over the last 3 years, it will continue to look for investment
opportunities that will add value to the Group, and this approved allotment capacity
remains available to be used to finance such an investment. Shareholders will note the
Board has been, and will continue to be, discerning in its review of opportunities and this
allotment capacity may not be used at all over the approved period.
Shareholders should also 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 pursuant to
the API Allotment and the Board believes that obtaining approval for the full amount of
the proposed API Allotment (rather than a portion of it up to the 15% threshold) is more
open and transparent for shareholders. In addition, it enables the 15% placement
entitlement to be retained for emergency or unforeseen 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.
For the purposes of Rule 16 of the Takeovers Code, the Company and API advise:
a) The recipient of the proposed allotment is API No 1 Limited Partnership, a limited
partnership managed by and controlled by its general partner, API No 1 GP Limited,
which is in turn controlled by Samuel Giufre, Michael Johns and Grant O’Neil, of
Ascentro Capital Partners Limited, who are directors of API No 1 GP Limited and
each have (or will prior to the issue of shares in the Company to API have)
interests, via trusts, as limited partners of API. API currently holds or controls no
voting securities in the Company. If only the API Allotment referred to in
Resolution 1 is approved and completed, API will hold or control 29.02% of all
voting securities in the Company.

7

b) The maximum number of voting securities in the Company that could be allotted to
API pursuant to the API Allotment is 86,956,522 ordinary shares. This represents
40.90% of the aggregate of all currently existing voting securities in the Company or
29.02% of all voting securities in the Company issued after the API Allotment alone.
c) The maximum percentage of all voting securities in the Company that could be held or
controlled by API after completion of only the API Allotment is 29.02%.
d) If the Borneo Allotment referred to in Resolution 2 is approved and completed, the
maximum percentage of all voting securities in the Company that could be held or
controlled by API after completion of the API Allotment will decrease to 23.92% of
all voting securities in the Company.
e) The maximum aggregate of the percentages of all voting securities that could be held
or controlled by API and its associates after completion of both the API Allotment and
the Borneo Allotment is also 23.92%
f) The information contained in paragraphs a) to e) is calculated as at 16 December 2022
and on the assumption that:
i) the number of voting securities is the number of voting securities on issue
on 16 December 2022; and
ii) there is otherwise no change in the total number of voting securities on issue
between 16 December 2022 and the completion of the API Allotment. If voting
securities are issued as a result of the Borneo Allotment proposed in Resolution
2 (see 4.3 below) certain of the percentages disclosed will reduce; and
iii) that all 86,956,522 ordinary shares, being the maximum allotment for which
approval is sought for the API Allotment are subscribed for by API.
g) The issue price for the voting securities to be allotted to API is NZ$0.0575 per share
payable on allotment.
h) 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 1 is not passed and the
Company is not able to make the allotment to API, 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.
i) 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.
j) No agreement or arrangement (whether or not legally enforceable) has been, or is
intended to be, entered into between API and any other person (other than between
API and the Company in respect of the matters referred to in paragraphs (a) to (i))
relating to the API Allotment, holding, or control of the ordinary shares in the
Company to be allotted, or to the exercise of voting rights in the Company.
k) The Report referred to in 3 above accompanies this Notice of Meeting.
l) 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 5 below.
All shareholders are permitted to vote on Resolution 1.
4.3 Resolution 2 Issue of Shares to Borneo Capital Limited – Borneo, a company
controlled by Rewi Bugo, a Director of the Company and Chairman of the Board, has agreed
(subject to approval of this resolution) to support the API Allotment and contribute
NZ$3,677,755.03 of additional capital to the Company. Borneo will do this by subscription for
ordinary shares in the Company ranking equally with the existing ordinary shares issued by the

8

Company. The allotment of the additional capital will be completed on a date advised by the
Company after the subscription price is received by the Company, but not later than 23
February 2023 unless a later date is agreed by the Company and Borneo pursuant to the
terms of the Borneo Allotment as agreed between the Company and Borneo.
As Borneo already holds in excess of 20% of the voting securities issued by the Company,
Borneo is prohibited from subscribing for the additional securities without approval of an
ordinary resolution of the shareholders of the Company 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 may only issue
ordinary shares and other Equity Securities with approval of an ordinary resolution of the
shareholders of the Company.
Further, NZX Listing Rule 5.2.1 requires that, except with the prior approval of an
ordinary resolution, the Company may not enter into a Material Transaction with a
Related Party. A Material Transaction is a transaction or related series of transactions
that involves issuing its own Financial Products, or acquiring its own Equity Securities,
having a market value above 10% of the Company’s Average Market Capitalisation. The
Borneo Allotment proposed by Resolution 2 constitutes a Material Transaction because
it involves issuing the Company’s own Financial Products, having a market value of
NZ$3,677,755.03, which is above 10% of the Company’s Average Market Capitalisation.
As at 2 November 2022 (being the date that shareholders were publicly notified of the
Borneo Allotment through the NZX market), the Company had a market capitalisation
of approximately NZ$11.5m.
Borneo is a Related Party of the Company as it is the holder of a Relevant Interest in
more than 10% of the Equity securities in the Company (maintaining a shareholding in
the Company of 63,049,467 ordinary shares, being 29.65%) and it is an Associated
Person of a Director of the Company and Chairman of the Board, Rewi Bugo.
The Report accompanying this Notice of Meeting is partly required due to the
Transactions constituting a Related Party transaction. The Report evaluates the fairness of
the Borneo Allotment in section 3.
The Borneo Allotment proposed by Resolution 2 will, if approved and completed, have a
material dilution effect in relation to each shareholder’s shareholding in the Company. The
potential dilution effects of the API Allotment proposed in Resolution 1 and the Borneo
Allotment proposed in Resolution 2 is described in 4.2 above.
A further analysis of the dilutionary impact is set out in section 2.7 of the Report.
If Resolution 2 is not passed and the API Allotment does not proceed, the consequences
the Company not being able to raise additional capital through the Borneo Allotment are
that 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.
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 Chairman of the Board.
Borneo currently holds or controls 29.65% of all voting securities in the Company.
If only the Borneo Allotment referred to in Resolution 2 is approved and
completed, Borneo will hold or control 45.92% of all voting securities in the
Company.
b) The maximum number of voting securities in the Company that could be allotted to
Borneo pursuant to the Borneo Allotment is 63,960,957 ordinary shares. This
represents 30.08% of the aggregate of all currently existing voting securities in the

9

Company or 23.12% of all voting securities in the Company issued after the Borneo
Allotment alone.
c) The maximum percentage of all voting securities in the Company that could be held or
controlled by Borneo after completion of only the Borneo Allotment is 45.92%.
d) If the API Allotment referred to in Resolution 1 is approved and completed, the
maximum percentage of all voting securities in the Company that could be held or
controlled by Borneo after completion of the Borneo Allotment will decrease to
34.93% of all voting securities in the Company.
e) The maximum aggregate of the percentages of all voting securities that could be held
or controlled by Borneo and its associates after completion of both the API Allotment
and the Borneo Allotment is also 34.93%.
f) The information contained in paragraphs a) to e) is calculated as at 16 December 2022
and on the assumption that:
i) the number of voting securities is the number of voting securities on issue
on 16 December 2022; and
ii) there is otherwise no change in the total number of voting securities on issue
between 16 December 2022 and the completion of the Borneo Allotment. If
voting securities are issued as a result of the API Allotment proposed in
Resolution 1 (see 4.2 above) certain of the percentages disclosed will reduce;
and
iii) that all 63,960,957 ordinary shares, being the maximum allotment for which
approval is sought for the Borneo Allotment are subscribed for by Borneo.
g) The issue price for the voting securities to be allotted to Borneo is NZ$0.0575 per
share payable on allotment.
h) 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.
i) 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.
j) 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 (i)) relating to the Borneo Allotment, holding, or control of the ordinary shares
in the Company to be allotted, or to the exercise of voting rights in the Company.
k) The Report referred to in 3 above accompanies this Notice of Meeting.
l) 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 5 below.
Rewi 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.
All shareholders not associated with Borneo are permitted to vote on Resolution 2.
4.4 Resolution 3: Election of Director to the Board of the Company: Megan Glen –
The Constitution of the Company and Rule 2.2.1(b) of the NZX Listing Rules provide that an
ordinary resolution of the shareholders of the Company is required to appoint a Director.

10

Accordingly, Resolution 3 approving the appointment of Megan Glen is sought. If approved,
the appointment will be effective from the date of completion of the API Allotment.
The implementation of this resolution is conditional upon Resolution 1 being approved by the
shareholders.
All shareholders are permitted to vote on Resolution 3.
The Board considers that Ms Glen does not qualify as an Independent Director (as that term is
defined in the NZX Listing Rules).
Biography of Megan Glen – A brief biography of Megan Glen is provided below.
Megan Glen

Megan is currently a Director of Ascentro Capital Partners and was previously a manager of
the NZ Super Fund’s Direct Investments team. During her prior investment banking career,
Megan worked with Credit Suisse in New York advising on acquisitions, divestments and
refinancings. Megan started her career at First NZ Capital, now Jarden, advising some of New
Zealand’s largest corporates. Megan is currently a member of the New Zealand Takeovers
Panel and has previously been a director of Kaingaroa Timberlands Limited, and an observer
to the boards of Kiwibank Limited and ConnectEast Pty Limited.
4.7 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.
5 Directors’ Recommendation
5.1 The Directors unanimously recommend that you vote in favour of all the Resolutions.
5.2 Resolution 1: Issue of Shares to API No 1 Limited Partnership – For the purposes
of Rule 19 of the Takeovers Code the Director’s reasons for recommending that you vote in
favour of Resolution 1 are:
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 1 is not passed and the Company is not able to make the allotment to
API, 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) On completion of the Borneo Allotment and the API Allotment, API will hold or
control 23.92% of the voting rights in the Company. The Directors note that in such
case, API will not hold or control in excess of 25% of the voting rights in the
Company. The effect of this is that API’s 23.92% shareholding will not enable it to
singlehandedly determine the outcome of ordinary resolutions (which require the
approval of more than 50% of votes cast by shareholders) or special resolutions
(which require the approval of 75% of votes cast by shareholders). However, it is
noted by the Directors that, in reality, API’s 23.92% shareholding in the Company
probably will be able to singlehanded block special resolutions as the number of
shareholders in widely-held companies (such as the Company) tend not to vote on
resolutions and hence the relative weight of API’s 23.92% shareholding would
increase.
d) The Directors note that the placements that have occurred over the last 12 months
have been conducted at a share price of NZ$0.058252 per share. As at 16 November

11

2022 the Average Market Price of the Company’s ordinary shares was NZ$0.0540
per share.
In addition:
• Other than short-lived price spikes to above NZ$0.0575 over the past 12 months,
none of which have exceeded NZ$5,000 in sales volume at that price, there have been
no sustained periods of either price or share sales above the subscription price of
NZ$0.0575 per share for the API Allotment over the past 12 months.
• There is normally a control premium for a share parcel in circumstances where the
purchaser will gain a level of control/influence. In this case, and assuming completion
of both the API Allotment and the Borneo Allotment, each of API and Borneo will be
represented by1 Director out of 6, so no control premium applies in the present
circumstances.
• Both API and Borneo will hold a level of shareholding interest in the Company such
that any increase in shareholding interest or control by API and Borneo must be in
compliance with the Code.
• We have previously sought large investors, i.e. those between 10% and 20%
shareholding interest in the Company and we have only received responses with big
discounts on the prevailing share price.
• On the NZX Main Board, the Company appears to be a good stock for retail
investors, but larger investors can find the stock illiquid based on market observation
and feedback received by the Board.
Accordingly the Directors believe (and will resolve and certify as required by section 47 of
the Companies Act) that the issue price is in their opinion fair and reasonable to the
company and to all existing shareholders.
5.3 Resolution 2: Issue of Shares to Borneo Capital Limited – For the purposes of Rule
19 of the Takeovers Code the Directors’ reasons for recommending that you vote in favour
of Resolution 2 are:
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) On completion of the API Allotment and the Borneo Allotment, Borneo will hold or
control 34.93% of the voting rights in the Company. The Directors do not believe that
allotment of the shares to Borneo will materially affect or alter the degree of effective
control exercised by Borneo. Borneo already holds 29.65% of the voting rights in the
Company, being in excess of 25% of the voting rights in the Company, and will not on
completion of the API Allotment and the Borneo Allotment hold or control in excess
of 50% of the voting rights in the Company. That is, Borneo’s current 29.65%
shareholding in the Company and proposed 34.93% shareholding in the Company
(subject to completion of both the API Allotment and the Borneo Allotment) both
enable it to block special resolutions (which require the approval of 75% of votes cast
by shareholders). However, Borneo cannot singlehandedly block or pass ordinary
resolutions in either scenario (which require the approval of more than 50% of votes
cast by shareholders). Accordingly, if both the API Allotment and the Borneo
Allotment are approved, this will not increase Borneo’s ability to influence the
outcome of shareholder voting to any significant degree; Borneo will still not be able
to singlehandedly block or pass ordinary resolutions. However, it is noted by the

12

Directors that, if the Borneo Allotment is approved and the API Allotment is not
approved, this will result in Borneo holding or controlling 45.92% of the voting rights
in the Company. In such circumstances, Borneo will most likely be able to
singlehandedly block or pass ordinary resolutions. This is because, as above, the
number of shareholders in widely-held companies (such as the Company) tend not to
vote on resolutions and hence the relative weight of Borneo’s 45.92% shareholding
would increase.
d) The Directors note that the placements that have occurred over the last 12 months
have been conducted at a share price of NZ$0.058252 per share. As at 16 November
2022 the Average Market Price of the Company’s ordinary shares was NZ$0.0540
per share.
In addition:
• Other than short-lived price spikes to above NZ$0.0575 over the past 12 months,
none of which have exceeded NZ$5,000 in sales volume at that price, there have been
no sustained periods of either price or share sales above the subscription price of
NZ$0.0575 per share for the Borneo Allotment over the past 12 months.
• There is normally a control premium for a share parcel in circumstances where the
purchaser will gain a level of control/influence. In this case, and assuming completion
of both the API Allotment and the Borneo Allotment, each of API and Borneo will be
represented by 1 Director out of 6, so no control premium applies in the present
circumstances.
• Both API and Borneo will hold a level of shareholding interest in the Company such
that any increase in shareholding interest or control by API and Borneo must be in
compliance with the Code.
• We have previously sought large investors, i.e. those between 10% and 20%
shareholding interest in the Company and we have only received responses with big
discounts on the prevailing share price.
• On the NZX Main Board, the Company appears to be a good stock for retail
investors, but larger investors can find the stock illiquid based on market observation
and feedback received by the Board.
Accordingly the Directors believe (and will resolve and certify as required by section 47 of the
Companies Act) that the issue price is in their opinion fair and reasonable to the company and
to all existing shareholders.
5.4 Resolution 3: Election of Director to the Board of the Company: Megan Glen –
The Directors unanimously recommend that the shareholders vote in favour of Resolution 3.
If Resolution 3 is not passed, the API Allotment will lapse, even if Resolution 1 is approved by
shareholders at the Extraordinary Meeting (assuming there is no waiver of this condition by
API or any amendment to the agreement between the Company and API in relation to the
API Allotment).
6 Voting Details
6.1 Voting Entitlements: The persons who will be entitled to vote on the Resolutions at the
Extraordinary Meeting are those persons who are shareholders of the Company at
5:00pm on Tuesday, 17
th
January 2023.
6.2 Casting Your Vote: You may cast your vote by either:
a) Personal attendance: If you wish, you can attend the Extraordinary Meeting and
vote. Voting will be by way of poll. You must bring the Proxy/Voting Form with you to
vote.

13

b) Appoint a proxy to vote: You may appoint a proxy or corporate representative (if
the shareholder is a body corporate) to attend the Extraordinary 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 Tuesday, 17
th
January
2023 (being 48 hours before the meeting). 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, in the case of a
resolution to approve allotment of voting securities (such as Resolutions 1 and 2), the
person receiving the allotment 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 4 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 (i.e.
“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 Chairman 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 Chairman
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 the Chairman or 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 Extraordinary Meeting, the Chairman of the meeting will be your proxy
and will vote in accordance with your express direction. Again, if the Chairman is
restricted from voting on a resolution and you have not directed how to cast your
vote, your vote will not be cast. Directors of the Company are not prepared to speak
at the Extraordinary 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 Director of the Company.
f) To assist shareholders wishing to exercise their voting rights at the Extraordinary
Meeting (whether in person or by proxy), the Proxy/ Voting Form accompanying this
Notice of Meeting has been personalised with individual shareholder details. The Proxy/
Voting Form shows your current shareholding. If, at 5:00pm on Tuesday, 17
th
January
2023, 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 Extraordinary 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.

14

7 G L O S S A R Y
Terms defined in the Takeovers Code and the NZX Listing Rules have the same meaning when
used in this notice and:
Appraisal Report means the appraisal report prepared by the Independent Adviser for the purposes of
the NZX Listing Rules.
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.
API means API No 1 Limited Partnership, a limited partnership managed and controlled by its
general partner, API No 1 GP Limited, which is in turn controlled by Samuel Giufre, Michael
Johns and Grant O’Neil of Ascentro Capital Partners Limited, who are directors of API No
1 GP Limited and each have (or will prior to the issue of shares in the Company to API
have) interests, via trusts, as limited partners of API.
API Allotment means the allotment of ordinary shares to API proposed by Resolution 1 (see 4.2
above).
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 Chairman of the Board.
Borneo Allotment means the allotment of ordinary shares to Borneo proposed by Resolution 2
(see 4.3 above)
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
Independent Adviser means Simmons Corporate Finance Limited.
Independent Adviser’s Report means the independent adviser’s report prepared by the Independent
Adviser for the purposes of the Takeovers Code.
NZ RegCo means NZX Regulation Limited.
NZX Listing Rules means NZX’s listing rules for the NZX Main Board.
NZX means NZX Limited.
NZX Listing Rules means the listing rules for listing on the NZX markets.
NZX Main Board means the NZX’s Main Board.
ordinary resolution means a resolution passed by a simple majority of votes of shareholders of the
Company entitled to vote and voting.
Report means the Independent Adviser’s Report and Appraisal Report.
Resolutions means Resolutions 1 to 3 and Resolution means any of them.

15

shareholders means the shareholders of the Company.
Takeovers Code means the takeovers code approved by the Takeovers Regulations 2000.
8 P R O X Y / V O T I N G F O R M
See overleaf.

By order of the Board

Rewi H Bugo
Chairman

---

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
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 beneath each resolution in this Proxy/Voting Form.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
shareholder or proxy is to attend the meeting you may need to provide evidence
of your authorisation to act prior to admission.
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 Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a director jointly with another director, or a
sole director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
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 11.00am on Tuesday, 17 January 2023.
How to Vote on Items of Business
All your securities held at the time of the meeting will be voted in accordance
with your directions.
Appointment of Proxy
I
f you do not plan to attend the meeting, you may appoint a proxy. The Chairman of
the Meeting, or any other director, is willing to act as proxy for any shareholder who
wish
es to appoint him or her for that purpose. To do this, enter ‘the Chairman’ or the
name of your proxy in the space allocated in ‘Step 1’of this form.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
The Chairman of the Meeting or any other director is willing to act as a proxy
for any shareholder who may wish to appoint him or her for that purpose. If a
shareholder appoints the Chairman of the Meeting or any other director as their
proxy, and does not direct him or her how to vote, then the Chairman of the
Meeting or any other director intends to vote any discretionary proxies that he or
she receives in favour of the resolutions, unless the Chairman or that director is
restricted from voting on the resolution, in which case your vote will not be cast. If
you inadvertently do not name a proxy, or your named proxy does not attend
the meeting, the Chairman will be your proxy and vote in accordance with your
expressed direction. Again, if the Chairman is restricted from voting on a
resolution and you have not directed how to cast your vote, your vote will not
be cast.
Voting Restrictions
Rule 17 of the Takeovers Code prohibits, in the case of a resolution to approve
allotment of voting securities (such as Resolutions 1 and 2), the person receiving
the allotment and its associated persons from voting on that resolution.
Turn over to complete the form to vote

Appoint a Proxy to Vote on Your Behalf
hereby appointof
I/We being a shareholder/s of
General Capital Limited
a
s my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the General Capital Limited (the “Company”)
Extraordinary Meeting of shareholders of the Company held at the JW Marriott (formerly the Stamford Plaza), 22-26 Albert Street, Auckland CBD commencing at
11:00am on Thursday, 19th January 2023 and at any adjournment of that meeting.
Proxy/Voting Form
or failing him/herof
STEP 1
ATTENDANCE SLIP
General Capital Limited (the “Company”) Extraordinary
Meeting of shareholders of the Company held at the JW
Marriott (formerly the Stamford Plaza),
22-26 Albert Street, Auckland CBD commencing
at 11:00am on Thursday, 19th January 2023.
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.
Ordinary Resolutions
Resolution 1
That, the shareholders approve (for the purposes of NZX Listing Rule 4.2.1 (issue of equity securities) and Rule
7(d) of the Takeovers Code (allotment of voting securities)) the issue of 86,956,522 new ordinary shares in the
Company to API No 1 Limited Partnership at an issue price of NZ$0.0575 per share.
All shareholders are permitted to vote on Resolution 1.
Resolution 2
That, the shareholders approve (for the purposes of NZX Listing Rule 4.2.1 (issue of equity securities) and
5.2.1 (related party transaction) and Rule 7(d) of the Takeovers Code (allotment of voting securities) the issue
of 63,960,957 new ordinary shares in the Company to Borneo Capital Limited at an issue price of
NZ$0.0575 per share.
Rewi Hamid Bugo and Borneo Capital Limited are prohibited from voting any shares they hold on Resolution 2. All
shareholders not associated with Borneo Capital Limited are permitted to vote on Resolution 2.
Resolution 3
That, subject to shareholder approval of the API Allotment, Megan Glen be elected as a director of the Company,
with effect from the date of completion of the API Allotment.
All shareholders are permitted to vote on Resolution 3.
ForAgainstAbstain
Proxy
Discretion
STEP 2
Signature of Shareholder(s) This section must be completed.
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
SIGN
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Extraordinary Shareholders Meeting and Director Nominations GEN Announces a Credit Upgrade and a Strong Finish to 2022

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