General Capital Gives Notice of Annual Meeting 2025

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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, Friday, 25 July 2025

General Capital Limited (the Company) gives you notice that the Annual Meeting of Shareholders of
the Company will be held at the Hyundai Marine Sports Centre in the Rangitoto Room, Level 1, 8-10
Tamaki Drive, Okahu Bay, Auckland commencing at 3:00 pm on Friday, 25 July 2025.


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

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Agenda
The business of the meeting will be:
1.1 Chairman’s Introduction
1.2 Apologies
1.3 Chairman’s Address
1.4 Managing Directors Address
1.5 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: Rewi Hamid Bugo. See 2.3 below.
d) Resolution 3: - Increase to Directors’ fee pool. See 2.4 below.
1.6 General Business and Shareholder Discussion – to consider any other matters that may be
brought properly before this meeting.
1.7 Close

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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 2025, including the financial statements for that year
and the Directors’ and auditors’ 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 2026.”
See 3.1 below
2.3 Resolution 2: Re-election of Director - Rewi Hamid Bugo:
To consider and, if thought fit, to pass the following ordinary resolution:
“That Rewi Hamid Bugo, who retires at the Annual Meeting and is eligible for re-election, be
elected as a director of the Company.”
See 3.2 below.
2.4 Resolution 3: Increase to Directors’ fee pool
To consider and, if thought fit, to pass the following ordinary resolution:
“That the maximum aggregate amount of remuneration payable by the Company to the
Directors (in their capacity as directors, as that term is defined in the NZX Listing Rules) be
increased by 10% from $600,000 to $660,000 per annum, plus GST (if any), to be paid and
allocated among the Directors as the Board from time to time deems appropriate and that any
remuneration payable to such Directors may, at the Board’s discretion, in whole or in part, be
through an issue of Equity Securities (as that term is defined in the NZX Listing Rules) of the
Company.”
See 3.3 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 2026.
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 Bugo was last elected in 2022 and
therefore Mr Bugo retires by rotation at the annual shareholders’ meeting, and being eligible,
seeks re-election. The Board unanimously supports Mr Bugo’s re-election and considers him to be
a non-independent Director as he is a substantial shareholder of the Company.
REWI HAMID BUGO B.Sc., M.Com.
Non-Executive Chairman
Rewi Hamid Bugo has been a Non-executive Director of General Capital Limited since 13 June 2017

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and was elected Chairman of the Board of Directors following the acquisition of Corporate
Holdings Limited in August 2018. Mr Bugo is a graduate of the University of Canterbury,
Christchurch, where he obtained a Master of Commerce degree in Business Administration. He
has business experience in several sectors including property development, oil and gas services,
automotive importing and distribution, insurance broking and tourism.

Mr Bugo sits on the Board of private and public companies in Malaysia and New Zealand, is a
Trustee of World Wildlife Fund Malaysia and a passionate supporter of the Tourette’s Association
of New Zealand.

3.3 Resolution 3: Increase to Directors’ fee pool - The Board is seeking, with Shareholders’ approval,
to increase the aggregate amount available to pay Directors (in their capacity as directors, as that
term is defined in the NZX Listing Rules) by $60,000 to $660,000, plus GST (if any). The Director fee
pool has not been increased since September 2022. Shareholders should be aware that this pool is
used to remunerate both the directors of the Company and the non-executive directors of General
Finance Limited who are required to be appointed to comply with the requirements of the Non-
bank Deposit Takers Act. The Board considers that the current fee pool should be increased to
better align with the significant asset growth experienced by the Company, and therefore the
oversight and work required of the Directors, since 2022 which has seen the total consolidated
assets of the Company increase from approximately $103 million in 2022 to $218 million as at 31
March 2025.

The current remuneration payable per annum to Directors is set out in the 31 March 2025 Annual
Report. The Board believes it has taken a responsible approach to the level of directors’ fees to
date and will continue to do so in the future.

The Board has not yet determined how, if at all, it would allocate the increased director fee pool (if
Resolution 3 is passed), but it could be used:

(a) to increase the base fees payable to Directors in a manner that is fair to the Company (as
required by the Companies Act) and having regard to publicly available information regarding fees
paid to directors by comparable companies;

(b) to enable the Board to attract and recruit additional suitably qualified non-executive director(s)
to support the Company and GFL’s business as it scales; and/or

(c) to provide headroom to pay ad hoc special fees to Directors for services outside of their usual
director duties as required (for example, in connection with a capital raising or transaction that
requires significant additional governance oversight).

In recommending this proposed increase to the director fee pool, the Board has considered the
current and expected future growth in the Company’s business, the compliance requirements and
associated complexity of GFL’s business, and the time commitment and level of governance
required of Directors.

Pursuant to NZX Listing Rule 6.3.1, the Company will disregard any votes on Resolution 3 by each
Director and any Associated Person of that Director, except that such person may act as proxy or
Voting (as defined in the NZX Listing Rules) representative for another person who is qualified to
vote and in accordance with that person’s express instructions.

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4 Directors’ Recommendation
4.1 The Directors unanimously recommend that you vote in favour of Resolutions 1, 2 and 3.

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 Wednesday, 23
July 2025.
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 Wednesday, 23 July 2025. 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 (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.
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.

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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.

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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.

Resolutions means Resolutions 1, 2 and 3 and Resolution means any of them.

shareholders mean the shareholders of the Company.

By order of the Board


Rewi H Bugo
Chairman

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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


27 June 2025

Dear Shareholder,

General Capital Limited’s Annual Shareholders’ Meeting

I write to invite you to our Annual Shareholders’ Meeting to be held on Friday 25 July 2025 at 3:00pm at
the Hyundai Marine Sports Centre in the Rangitoto Room, Level 1, 8-10 Tamaki Drive, Okahu Bay,
Auckland.
General Capital were pleased to present a record full year result for the year ended 31 March 2025.
Despite the challenges faced in the economic environment which was impacted by the soft housing
market, volatile interest rates and global economic instability, all of our financial measures experienced
significant growth. The RBNZ-licensed Non-bank Deposit Taker, General Finance Limited, the wholly
owned subsidiary of General Capital, has had another very strong year and future results are likely to be
driven by the performance of this sector.
The introduction of the Deposit Compensation Scheme on 1 July 2025 protecting depositors who hold
General Finance term deposits up to $100,000 per depositor has been an important milestone this year
as are other positive moves by the Government to further support the Non-bank Deposit Taker sector.
I thank you for your support of General Capital and the Group as a whole over this past year.
The Directors and I look forward to meeting you at the meeting.
Yours sincerely,

Rewi H Bugo
Chairman

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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 2025 Annual Meeting of Shareholders of General Capital Limited will be held at the Hyundai Marine Sports Centre in the
Rangitoto Room, Level 1, 8-10 Tamaki Drive, Okahu Bay, Auckland 1071, commencing at 3:00 pm on Friday, 25 July 2025.
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 Wednesday, 23 July 2025.
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 Wednesday, 23 July 2025. 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.
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.
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 at the Hyundai Marine Sports Centre in the Rangitoto Room, Level 1, 8-10 Tamaki Drive, Okahu Bay, Auckland 1071, commencing at 3:00 pm on Friday,
25 July 2025
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 at the Hyundai Marine Sports Centre in
the Rangitoto Room, Level 1, 8-10 Tamaki Drive,
Okahu Bay, Auckland 1071, commencing
at 3:00 pm on Friday, 25 July 2025.
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 1
Resolution 2
Resolution 3
Auditors fees and expenses
That the directors of the Company be authorised to fix the fees and expenses of the auditors of the Company for
th
e financial year ending 31 March 2026.
Re-election of Director - Rewi Hamid Bugo
T
hat Rewi Hamid Bugo, who retires at the Annual Meeting and is eligible for re-election, be elected as a director
of the Company.
Increase to Directors’ fee pool
That the maximum aggregate amount of remuneration payable by the Company to the Directors (in their capacity
a
s directors, as that term is defined in the NZX Listing Rules) be increased by 10% from $600,000 to $660,000
per annum, plus GST (if any), to be paid and allocated among the Directors as the Board from time to time
deems appropriate and that any remuneration payable to such Directors may, at the Board’s discretion, in whole
o
r in part, be through an issue of Equity Securities (as that term is defined in the NZX Listing Rules) of the
Company.
ForAgainstAbstain
Proxy
Discretion
STEP 2
Signature of Shareholder(s) This section must be completed.
or Director/Authorised officer or attorneyor Director/Authorised officer or attorney (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
SIGN
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