General Capital Limited Gives Notice of Annual Meeting

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


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

3:00pm, Thursday, 24 August 2023

General Capital Limited (the Company) gives you notice that the Annual Meeting of
Shareholders of the Company will be held at the Rangitoto Room, Movenpick Hotel, 8
Customs Street East, Auckland CBD commencing at 3:00 pm on Thursday, 24 August 2023.


The Contents of this Notice of Meeting Page
1. Agenda
2
2. Regular Business 3
3. Explanatory Notes 3
4. Directors’ Recommendation 4
5. Voting Details 4
6. Glossary 6
7. Proxy/Voting Form Attached
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.

Agenda
The business of the meeting will be:
1.1 Chairman’s Introduction
1.2 Apologies
1.3 Chairman’s Address
1.4 Regular Business
a) Consideration and Discussion of Annual Report. See 2.1 below.
b) Resolution 1: - Auditors. See 2.2 below.
c) Resolution 2: - Re-election of Director: Brent Douglas King. See 2.3 below.
1.5 General Business and Shareholder Discussion – to consider any other matters that
may be brought properly before this meeting.
1.6 Close

2 Regular Business

2.1 Annual Report: The meeting will receive, consider and discuss the Annual Report of
the Company for the year ended 31 March 2023, including the financial statements
for that year and the Directors’ and auditor’s reports to the shareholders.
2.2 Resolution 1: Auditors: To record that the Company’s auditors, Grant Thornton New
Zealand Audit Limited, are automatically reappointed as auditors pursuant to section
207T of the Companies Act 1993 and to consider, and if thought fit, to pass the
following ordinary resolution:
“That the directors of the Company be authorised to fix the fees and expenses of
the auditors of the Company for the financial year ending 31 March 2024.”
See 3.1 below
2.3 Resolution 2: Re-election of Director: Brent Douglas King: To consider and, if
thought fit, to pass the following ordinary resolution:
“That Brent Douglas King, who retires at the Annual Meeting and is eligible for re-
election, be elected as a director of the Company.”
See 3.2 below.

3 Explanatory Notes

3.1 Resolution 1: Auditors - Grant Thornton New Zealand Audit Limited is automatically
reappointed as auditors under section 207T of the Companies Act 1993. Resolution 1
authorises the Board to fix the fees and expenses of the auditors for the financial year
ending 31 March 2024.
3.2 Resolution 2: Re-election of Director - Under NZX Listing Rule 2.7.1, no director may
hold office (without re-election) past the third annual meeting following appointment
or 3 years, whichever is the longest. Such directors are eligible for re-election. Mr King
was last re-elected in 2021 but noting that there are no directors up for election by
rotation he has decided to retire at the annual shareholders meeting and being eligible,
seeks re-election.
a) Brent Douglas King (BCom, CA, CMA)
Brent King was the founder and managing director of Dorchester Pacific Limited,
and its subsidiary Dorchester Finance Limited, until he resigned in 2006. During
his tenure he built that company from zero to over $480m in assets and returns
of 20% per annum for over 10 years. Dorchester Pacific Limited was a public issuer
with a registered prospectus for more than fifteen years. During that time
Dorchester Pacific Limited and other companies Brent was a director of registered
in excess of 100 prospectuses/disclosure documents. After leaving Dorchester
Pacific Limited Brent founded the investment company, Viking Capital Limited,
which was listed on the NZAX in 2006. Viking Capital Limited undertook a number

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

Mr King has been Managing Director of General Capital Limited, and its
subsidiaries General Finance Limited, Investment Research Group Limited since 3
August 2018. He is also a director of Equity Investment Advisers Limited and King
Capital & Investment

Corporation Limited. Mr King has also held directorships with a number of public
and private companies including Finzsoft, 42Below, Charlies and Chow Group.

The Board considers that Mr King does not qualify as an independent director.

4 Directors’ Recommendation
4.1 The Directors unanimously recommend that you vote in favour of Resolutions 1 and 2.

5 Voting Details
5.1 Voting Entitlements: The persons who will be entitled to vote on the resolutions at the
Annual Meeting are those persons who are General Capital shareholders at 5:00pm on
Tuesday, 22 August 2023.
5.2 Casting Your Vote: You may cast your vote by either:
a) Personal attendance: If you wish, you can attend the Annual Meeting and vote.
Voting will be by way of poll. You must bring the Proxy/Voting Form with you to
vote.
b) Appoint a proxy to vote: You may appoint a proxy or corporate representative (if
the shareholder is a body corporate) to attend the Annual Meeting to act
generally at the meeting and to vote on your behalf. Your proxy does not need to
be a General Capital shareholder. To do this, you should complete the
Proxy/Voting Form. It must be returned to the share registrar by 3:00pm on
Tuesday, 22 August 2023. 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) Proxy/Voting Forms: The Proxy/Voting Form allows you to vote (or direct your
proxy to vote) either for or against, or abstain from, each resolution notified in
the Notice of Meeting. You may also allow your proxy to vote at their discretion
(ie “undirected”). However, an undirected proxy cannot exercise discretion and
vote on a resolution if they are restricted from voting on that resolution. They can
only cast a vote if an express direction is expressed in the proxy.

d) The Chair of the meeting or any other Director is willing to act as proxy for any
shareholder who wishes to appoint them for that purpose. If you appoint the
Chair of the meeting or any other General Capital director as your proxy to vote
on your behalf, then any undirected proxies granted to them will be voted in
favour of the relevant resolution, unless that director is restricted from voting on
the resolution, in which case your vote will not be cast. If, in appointing a proxy,
you have inadvertently not named someone to be your proxy, or your named
proxy does not attend the Annual Meeting, the Chair of the meeting will be your
proxy and will vote in accordance with your express direction. Again, if the Chair
is restricted from voting on a resolution and you have not directed how to cast
your vote, your vote will not be cast. General Capital directors are not prepared
to speak at the Annual Meeting on behalf of a shareholder who appoints them as
their proxy. If you wish to be heard at the meeting you should either attend in
person or appoint a proxy other than a General Capital director.
e) To assist shareholders wishing to exercise their voting rights at the Annual
Meeting (whether in person or by proxy), the Proxy/ Voting Form accompanying
this Notice of Meeting has been personalised with individual shareholder details.
The Proxy/Voting Form shows your current shareholding. If, at 5:00pm on
Wednesday, 23 August 2023, your shareholding is different from that shown on
the Proxy/Voting Form, you can update the entitlement on arrival at the meeting.
f) Method of Voting: Voting on the resolution put before the Annual Meeting will
be by poll. Results of the voting will be available after the conclusion of the
meeting and will be notified on the NZX.
g) 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.

6 GLOSSARY

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

Board means the Directors, acting as a board.

Companies Act means the Companies Act 1993.

Company or General Capital means General Capital Limited.

Directors means the directors of the Company.

NZ RegCo means NZX Regulation Limited

NZSX means NZX’s Main Board.

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

NZX means NZX Limited.

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

ordinary resolution means a resolution passed by a simple majority of votes of shareholders
of the Company entitled to vote and voting.

Resolutions means Resolutions 1 and 2 and Resolution means any of them.

shareholders means the shareholders of the Company.

By order of the Board


Rewi H Bugo
Chairman

---

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

7 August 2023

Dear Shareholder,

General Capital Limited’s Annual Shareholder Meeting

I write to personally invite you to our Annual Shareholder Meeting to be held on Thursday 24
August 2023 at 3:00pm in the Rangitoto Room, Movenpick Hotel, 8 Customs Street East,
Auckland CBD.
General Capital were pleased to present a very strong result for the year ended 31 March
2023. Despite the challenges faced in the economic environment which was impacted by the
soft housing market, increasing interest rates and global economic instability, all of our
financial measures experienced significant growth. General Finance Limited, the wholly
owned subsidiary of General Capital, which is a RBNZ licensed Non-bank Deposit Taker, has
had another very strong year and future results are likely to be driven by the performance of
this sector.
I want to personally thank you for your support of General Capital and the Group as a whole
over this last year. You are the owners of the business and we want to meet and understand
you.
The Directors and I look forward to meeting you.
Yours Sincerely




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
The 2023 Annual Meeting of Shareholders of General Capital Limited will be held in the Rangitoto Room,
Movenpick Hotel, 8 Customs Street East, Auckland CBD commencing at 3:00 pm on Thursday, 24 August 2023.
Signing Instructions for Proxy/Voting Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders
should sign.
Power of Attorney
If this Proxy/Voting Form has been signed under a power of attorney, a copy
of the power of attorney (unless already deposited with General Capital) and a
signed certificate of non-revocation of the power of attorney must be produced
to General Capital with this Proxy/Voting Form.
Companies
This Proxy/Voting Form should be signed on behalf of the company by one or
more directors or by person(s) that are duly authorised and acting under the
company’s express or implied authority. Please sign in the appropriate place
and indicate the office held.
Comments & Questions
If you have any comments or questions for General Capital, please write them on
a separate sheet of paper and return with this form.
General Capital Limited
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 3.00pm on Tuesday, 22 August 2023.
How to Vote on Items of Business
You can vote by:
• Attending the Meeting and voting. Voting will be by way of poll and you
must bring this Proxy/Voting Form with you to vote.
• Appointing a proxy or corporate representative (if the shareholder is a body
corporate) to attend the Meeting to act generally at the Meeting and to
vote on your behalf. Your proxy or corporate representative may need to
provide evidence of their authorisation to act for you prior to admission to
the Meeting.
Appointment of Proxy
You can appoint a proxy by completing this Proxy/Voting Form. It must be returned
to the share registrar at one of the addresses listed above or lodged online at
www.investorvote.co.nz by 3.00pm on Tuesday, 22 August 2023. Your proxy does
not need to be a shareholder of General Capital. If you appoint a proxy, you may
either direct your proxy how to vote for you or give them discretion to vote on
the Resolutions as he or she sees fit by ticking the appropriate box next to each
Resolution on the reverse side of this form. If you do not tick any box for a particular
Resolution, then the proxy will vote or abstain from voting as he or she sees fit.
The Chair of the Meeting (who will be Rewi Bugo or, in his absence, any other
Director) is willing to act as proxy for any shareholder who wishes to appoint him
for that purpose. To do this, enter ‘the Chair of the Meeting’ in the space allocated
in ‘Step 1’ of this form.
If you appoint the Chair of the Meeting as your proxy and you have given your
proxy discretion to vote as he sees fit, the Chair of the Meeting will vote in favour
of all Resolutions.
If, in appointing a proxy, you do not name a person as your proxy but you
otherwise complete this Proxy/Voting Form in full, or your named proxy does not
attend the Meeting, then the Chair of the Meeting will act as your proxy and may
only vote in accordance with your express directions.
Turn over to complete the form to vote

Appoint a Proxy to Vote on Your Behalf
hereby appointof
I/We being a shareholder/shareholders of General Capital Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of General Capital
Limited to be held in the Rangitoto Room, Movenpick Hotel, 8 Customs Street East, Auckland CBD commencing at 3:00 pm on Thursday, 24 August 2023 and at any
adjournment of that meeting.
Proxy/Voting Form
or failing him/herof
STEP 1
ATTENDANCE SLIP
Annual Meeting of General Capital Limited to be
held in the Rangitoto Room, Movenpick Hotel,
8 Customs Street East, Auckland CBD commencing
at 3:00 pm on Thursday, 24 August 2023.
Items of Business – Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted
in computing the required majority. If you mark the Proxy Discretion box, your proxy will not be able to cast your vote if they are prohibited from
voting on the resolution.
Ordinary Resolutions
Resolution 1Auditors fees and expenses
That the directors of the Company be authorised to fix fees and expenses of the auditors of the Company for the
financial year ending 31 March 2024.
Resolution 2Re-election of Director - Brent Douglas King:
That Brent Douglas King, who retires at the Annual Meeting and is eligible for re-election, be elected as a director
of the Company.
For
Against
Abstain
Proxy
Discretion
STEP 2
Signature of Shareholder(s) This section must be completed.
or Director/Authorised officer or attorneyor Director/Authorised officer or attorney (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
SIGN
Elect Electronic Communications
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Want to receive your communications quickly? Elect electronic communications by providing your email address below

---

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

Notice of Annual Shareholders’ Meeting

General Capital Limited’s (NZX: GEN) 2023 annual meeting of shareholders will be held in
person only at 3:00 p.m. on 24 August 2023 at the Rangitoto Room, Movenpick Hotel, 8
Customs Street East, Auckland CBD.

Attached are:

- the Notice of Meeting;

- Chairman’s Letter; and

- the Proxy Form.

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

ENDS

This announcement has been authorized by the General Capital Board

For further information contact:

Mr. Brent King
Managing Director
+64 21 632 660
Brent.King@gencap.co.nz
7 August 2023