Amended Notice of Annual Shareholder's Meeting

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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

2:00pm Thursday, 20 August 2026

General Capital Limited (the Company) gives you notice that the Annual Meeting of Shareholders
of the Company will be held at the Movenpick Hotel in the Great Barrier Room, Level 1, 8
Customs Street, Auckland commencing at 2:00 pm on Thursday, 20 August 2026.


The Contents of this Notice of Meeting Page
1. Agenda
2
2. Regular Business 3
3. Explanatory Notes 3
4. Voting Details 5
5. Glossary 7
6. 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: Brent Douglas King. 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 2026, 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 2027.”
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 by rotation at the Annual Meeting and is eligible for re-
election, be elected as 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 9.85% ($65,000) from $660,000 to $725,000 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 2027.

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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 elected
in August 2023 and therefore Mr. King retires by rotation at the August 2026 annual
shareholders’ meeting, and being eligible, seeks re-election.

DIRECTOR PROFILE
BRENT DOUGLAS KING B.Com, CA. MInstD
Brent Douglas King has been the Managing Director of General Capital Limited and its
subsidiaries since 3 August 2018.
Prior to that date, Mr. King was a Non-Executive Director from 30 September 2011. He was
also the founder and Managing Director of the Dorchester Group of Companies for 17 years
until he resigned in 2005.
Mr. King holds a number of public and private directorships. He has more than 25 years’
experience in financial, investment banking, underwriting, capital raising and accounting
areas and has assisted a number of public and private companies.


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 $ 65,000 to $725,000, plus GST (if
any). 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 reflect the significant growth
in the Company’s assets, and the corresponding increase in oversight and work required of
the Directors. Total consolidated assets have grown from approximately $218 million as at
31 March 2025 to $280 million as at 31 March 2026.
The current remuneration payable per annum to Directors is set out in the 31 March 2026
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 have 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

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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’s 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.



4 Voting Details

4.1 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, 18
August 2026.

4.2 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 2:00pm on Tuesday, 18 August 2026. You may return
your Proxy/Voting Form by:
• Completing the Proxy/Voting Form and either posting it or emailing 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.

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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.

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.

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5 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 mean the directors of the Company.
NZ RegCo means NZX Regulation Limited
NZSX means NZX’s Main Board.
NZX Listing Rules mean NZX’s listing rules for the NZSX.
NZX means NZX Limited.
NZX Listing Rules mean the listing rules for listing on the NZX markets.
Resolutions mean Resolutions 1, 2, and 3
Resolution means any one of the Resolution 1, 2, or 3
Shareholders mean 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

Dear Shareholder
31 July 2026
General Capital Limited’s Annual Shareholders’ Meeting – 20 August 2026

I am writing to invite you to our Annual Shareholders’ Meeting to be held on Thursday, 20 August 2026 at
2:00pm at the Great Barrier Room in the Movenpick Hotel, Level 1, 8 Customs Street, Auckland 1010.

General Capital was pleased to present a record full year result for the year ended 31 March 2026. This
has also been an important year in General Finance's transition to a new regulatory regime. The Deposit
Takers Act 2023 will progressively replace the current Non-bank Deposit Takers Act 2013, bringing banks
and non-bank deposit takers such as General Finance under one consistent licensing framework
administered by the Reserve Bank of New Zealand.

General Finance has been classified under this new regime as a Group 3 deposit taker, reflecting its size,
and will benefit from a proportionate approach to the new requirements. New license conditions relating
to capital and disclosure standards take effect from 1 October 2026, with the formal relicensing window
opening on 1 June 2027 and the new regime fully in force by 1 December 2028.

Throughout this transition, General Finance's current license and all depositor protections, including the
Deposit Compensation Scheme introduced on 1 July 2025 protecting eligible term deposits up to $100,000
per depositor, remain fully in force without interruption. For shareholders, this transition represents a
positive, well-managed evolution rather than a change in risk: General Finance's proportionate Group 3
status means a lighter-touch set of new requirements relative to larger institutions, the change takes
effect progressively with no gap in cover at any point, and it further reinforces the strength and standing of
the regulatory framework General Finance operates within.

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
Chair

---

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.
The 2026 Annual Meeting of Shareholders of General Capital Limited will be held at the Mövenpick Ho
tel in the Great
Barrier Room, Level 1, 8 Customs Street East, Auckland 1010, commencing at 2:00 pm on Thursday, 20 August 2026.
Proxy/Voting Form
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 2.00pm on Tuesday, 18 August 2026.
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 2.00pm on Tuesd
ay, 18 August 2026. Your proxy does
not need to be a shareholder of General Capital. If you appoint a proxy, you may
e
ither 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
R
esolution, t hen the proxy will vote or abstain from voting as he or she sees fit.
Th
e Chair of the meeting or any other Director is willing t o act as proxy for any
s
hareholder who wishes to appoint him for that purpose. To do this, enter ‘the Chair
of the Meeting’ or the Directors name in the space allocated in ‘Step 1’ of this form.
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 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 at the Mövenpick Hotel in the Great Barrier Room, Level 1, 8 Customs Street East, Auckland 1010, commencing at 2:00 pm on Thursday, 20 August 2026
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 Mövenpick Hotel in the Great Barrier Room, Level 1,
8 Customs Street East, Auckland 1010, commencing at
2:00 pm on Thursday, 20 August 2026
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
That th e 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 2027.
Re
-election of Director - Brent Douglas King
Th
at Brent D ouglas King, who retires by rotation at the Annual Meeting and is eligible for re-election, be elected
as a director for the Company.
Increase to Directors’ fee pool
Th
at 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 List ing Rules) be increased by 9.85% ($65,000) from $660, 000 to
$725,000 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
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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