General Capital (GEN:NZ) Special Meeting Presentations

Welcome to
General Capital Limited’s
Extraordinary
Shareholder Meeting
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11:00am Thursday 19 January 2023

Chairman of
the meeting：
Simon McArley
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Brent KingRewiBugoHueiMin (Lyn) Lim
General Capital Directors
Simon McArleyPaul Zingel Greg James
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Agenda
1.1 Chairman’s Introduction
1.2 Apologies
1.3 Chairman’s address
1.4 Extraordinary Business
1.5 MD’s update
1.6 General Business and Shareholder discussion
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1.1 Chairman’s Introduction
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1.2 Apologies
6

1.3 Chairman’s
address
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1.4 Extraordinary Business
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a) 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.

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b) 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.

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c) 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.

1.5 MD’s Update
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Good morning, Ladies and Gentlemen.
The purpose of the meeting was to approve the resolutions that we have voted on earlier in the
meeting.
Because we are all together, I want to take the opportunity to review the major points of the
2022 year and a little comment on the future.
Managing Director’s comments to the
Extraordinary Shareholder Meeting

• General Capital made a significant share placement in February 2022 to the Bedford Trust and
appointed Paul Zingel as a new Director
• General Capital announces an excellent profit for the full year to 31/3/2022 with growth in all
aspects of the business
• Equifax upgrades General Finance Ltd.’s outlook from neutral to positive based on the accounts to
31/3/2022
• General Capital announces a record profit for the six months to 30/9/2022
• General Capital announces the appointment of a new Director Mr. Greg James 5/10/2022
• General Capital announces the signing of the agreement to issue new shares subject to shareholder
approval on 9/11/2022
• General Capital announced that Equifax had upgradedthe credit rating of General Finance from BB-
to BB on 21/12/202

Comments/Observations
•We have continued to grow all aspects of the business.
•We continue to hold strong liquidity
•Our capital ratios continue to be very strong.
•We are continuing to review acquisition opportunities, but prices are still too high
•Property values have dropped significantly . The number of houses being built is still strong.
•Our lending slowed significantly in December 2022 but enquires and applications have now
picked up in January.
•As our loans are short term, we tend to have high cash inflows

We are in a strong position, and we will be in an even stronger with the capital raised by these
placements.
I am expecting a very positive 2023 calendar year.
Summary

-to consider any other matters that may be brought properly before the Meeting.
1.6 General Business and
Shareholder discussion
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Thank you for
attending
General Capital
Limited’s
Extraordinary
Shareholder
Meeting
17

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1

General Capital Limited Special Meeting
19 January 2022
Speech – Chairman of the Meeting, Simon McArley
1 Introduction
Good afternoon everybody.
It is 11:00 pm and it is time to start this Special Meeting of
Shareholders of General Capital Limited.
My name is Simon McArley, I am an independent director of General
Capital and the Chair of the Audit Committee. The Board has asked
me to chair the meeting today.
Unfortunately Rewi Bugo, the chair of the Board of General Capital is
unable to be here in person today. Rewi is in Kuching, Malaysia.

He apologises for not being here in person but he is listening to the
meeting remotely and will have a few words to say shortly.
I would also like to introduce the balance my fellow Directors.
• Paul Zingel;
• Greg James
• Ms. Lyn Lim; and
• Mr. Brent King our Managing Director.
I am advised that:
➢ the notice of meeting has been in shareholders hands for the
required period;
➢ we have a quorum of shareholders present;
and thus we have a correctly constituted meeting.
I declare the meeting open.

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It is my pleasure to formally welcome you all here today to a Special
Meeting of General Capital Limited.
I am advised that we have received 27 proxies representing [ ]% of
the votes.
2 Apologies
We have Apologies from
• As noted previously, the Chairman of the Board of Directors Mr.
Rewi Bugo.
• We also have the Chair of General Finance Ltd, Mr Don Hattaway
• Do we have any others?
3 Attendees
We also have in attendance:
• Mr. Victor Pliev, the Chief Financial Officer of our Group;
• General Finance Board members Greg Pearce and Rob Hart;
• General Capital’s auditors, Grant Thornton represented by Ryan
Campbell;
• Gerard Dale from our lawyers Dentons; and
• Eleanor Smith and Richard Spong from Covenant, the General
Finance trustee; and
• Megan Glen, who has been nominated for election as a Director
of General Capital.
Unfortunately Peter Simmons from Simmons Corporate Finance who
prepared the Independent Advisers Report in relation to the
transaction is unable to be with us today.
We are very pleased with the turnout
4 The Meeting
In the interests of a full and open discussion, the Directors of General
Capital have invited non-shareholders to attend this meeting.

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• There is no automatic right for a non-shareholder to attend this
meeting.
• There is no automatic right for non-shareholders to speak
without the consent of the Chair.
• Please note if you would like to speak at any time
o Please raise your hand; and
o Wait to be acknowledged by the Chair.
o Please give your name and advise whether you are a
shareholder, a member of the media or a guest.
The Chair will retain the right to accept or reject the comments or
questions on a case-by-case basis.
• I ask that all mobile phones be turned off or to silent
• Please also note the exits which we will need to use in the event
of an emergency.
As regards voting, all shareholders registered on the share register as
at 5pm on Tuesday are, subject to any specific voting restrictions,
entitled to vote.

Rule 6.1 of the NZX Listing Rules requires all voting to be conducted
by poll. Accordingly if you have not already appointed a proxy, you
can vote by completing a voting form and providing it to the
Computershare representatives at any time up to the conclusion of
the formal meeting.

All shareholders should have received a voting paper at the door but
if you don’t have one the Computershare representatives can sort
that out for you.

Results of the voting will be available after the conclusion of the
meeting and will be publicly notified by way of announcement to the
NZX.

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5 Agenda
I am sure you have all read the Notice of Meeting and the
attachments, so we will take these as read.
We have already dealt with items 1 and 2 on the Agenda, which
brings us to the Chairs address. I’d invite Rewi Bugo to say a few
words:
6 Chair’s Address
“We have developed the General Capital group significantly since the
business was listed five years ago. We have grown substantially, and
during that period we have we of course need to ensure that the
capital ratio of our subsidiary, General Finance Limited, remains in
order, and thus raise capital to fund that growth. That has seen us
move from total of approximately $16.4M to approximately $124M
as at 30 September last year.
Today represents the next step in that growth process, by seeking
your approval to raise a further approximately $8.6M that will
continue to fund that growth and allow us to pursue new
opportunities.
This sees both investors from Asentro Capital Partners proposing to
join the share register with an investment of $5M, and our Chair,
Rewi Bugo, proposing to increase his investment with a commitment
of approximately $3.6M.
The Board see this as a vote of confidence in our progress to date and
our strategy going forward. It is fantastic for the Group and a very
strong signal. The notice of meeting sets out in some detail the
background to the transactions, their details and the reasons the
Board believe they are in the best interests of the company.
The Notice of Meeting was also accompanied by a comprehensive
Independent Advisers Report prepared by Simmons Corporate

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Finance which provides analysis of the transactions referred to in
resolutions 1 and 2. I recommend examination of that report.
The Board has unanimously recommended that you vote in favour of
all these resolutions, and again the Notice of Meeting sets out the
reasons for that.
I should note that the implementation of these proposals also
remains conditional on obtaining all necessary regulatory approvals”
7 Resolutions
Thank you Rewi
I will now move to the Resolutions before the Meeting. For clarity I’d
note that I will be exercising any discretionary proxies conferred on
“the Chair”. As noted in the Notice of Meeting, I will be voting any
undirected proxies in favour of the resolutions, except in relation to
resolution 7, where I am ineligible to vote, and will accordingly
abstain in relation to any undirected proxies.
All resolutions are ordinary resolutions, requiring a 50% majority of
those entitled to vote and voting to be caried.
Resolution 1
The first resolution relates to the issue of further capital to API No 1
GP Limited, being 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.
“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.”

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The notice of meeting sets out in some detail the background to the
resolution and the reason the Board believe they are in the best
interests of the company. The resolution is required to permit the
proposed issue of shares by both Rule 7(d) of the Takeovers Code
and NZX Listing Rule 4.1.1.
You will note that the resolution is on similar terms to the approval
granted at the 27 September 2022 Annual Meeting that authorised
the issue of upto $5m of new Shares to persons (not being Related
Parties of GenCap) determined by the Board at a price of not less
than 5.75 cents per Share. That approval continues to be available to
the Board and will remain in effect until 27 September 2023.
I move the resolution as presented.
Do I have a seconder?
Thankyou ______________.
I note that all shareholders are entitled to vote on this resolution.
Do we have any questions or discussion from shareholders on
Resolution 1?
{Allow 30 seconds for first question to be asked}
As there are no [further] questions, I remind you to cast your vote on
Resolution 1 now or prior to the close of the meeting if you haven’t
done so already.
Resolution 2
The second resolution relates to the issue of further capital and
Borneo Capital Limited, being a company controlled by our Chairman
Rewi Hamid Bugo.
“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)

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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 notice of meeting sets out in some detail the background to the
resolution and the reason the Board believe they are in the best
interests of the company. The resolution is required to permit the
proposed issue of shares by both Rule 7(d) of the Takeovers Code
and NZX Listing Rules 4.1.1. and 5.2.1
I move the resolution as presented.
Do I have a seconder?
Thankyou ______________.
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.
Do we have any questions or discussion from shareholders on
Resolution 1?
{Allow 30 seconds for first question to be asked}
As there are no [further] questions, I remind you to cast your vote on
Resolution 1 now or prior to the close of the meeting if you haven’t
done so already.
Resolution 3
Moving on to 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.”

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Megan is currently a Director of Ascentro Capital Partners, and her
appointment is conditional on the approval of the allotment of new
shares to to API No 1 GP Limited referred to in Resolution 1. Her
appointment will not take effect until the date of completion of that
allotment.
I have nominated Megan election.
Having considered the qualifications, skills and experience needs in
accordance with the company’s nominations and appointment
procedure, the Board believes Megan will enhance the Board’s
ability operate efficiently and effectively. In particular we believe
that he will address our weakness in accounting and tax knowledge.
Greg’s profile is included in section 4.6 of the Notice of Meeting
explanatory notes.
As also noted in the explanatory notes to the notice of meeting, the
Board has conducted the required background checks on Megan and
having found the results to be satisfactory, unanimously supports
Megan’s election. The Board considers that if elected he will not be
an independent director for the purposes of the NZX Listing Rules
and Governance Code.
Megan do you briefly want to introduce yourself and speak to the
resolution.
{Megan to speak}
Thankyou Megan
I will now move the resolution; do I have a seconder?
Thankyou ______________.
Do we have any questions or comments from shareholders?
{Allow 30 seconds for first question}

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As there are no [further] questions, I remind you to cast your vote on
Resolution 3 now or prior to the close of the meeting if you haven’t
done so already.
I note that all shareholders are entitled to vote on this resolution.
9 MD’s Presentation
That brings us to the end of our formal business. However I will take
the opportunity to ask our Managing Director, Mr King to make a
short presentation on the progress of the business since we last met
in September last year.
Thank you, Brent – very informative.
Do we have any questions for Brent on the Annual Report, financial
statements or other matters discussed by Mr King?
{Allow 30 seconds for first question}
9 General Business
That brings us to General Business.
Do we have any questions, comments, or items of general business
from shareholders?
{Allow 30 seconds for any general business or questions}
10 Closing
If there is nothing [more], that concludes the formalities of the
meeting.
In a couple of minutes, we will close the voting system. If you have
not completed your voting form, please do that now and hand it to
the one the Computershare representatives. Please ensure that you
have cast your vote on all resolutions.

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We will announce the results as soon as we have then. They will be
available on both the Company’s web site and the NZX
announcements system.
I wish to thank you all for your attendance.
I’d also take this opportunity to thank the one the Computershare
team for their work as well as the General Capital staff that helped
today.
Finally on behalf of the Directors, Management and staff thank you
very much for your support and look forward to seeing you all at our
next meeting.
I declare the meeting closed.