General Capital Limited — Major Shareholding Notification 2021

Sep 28, 2021

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited

and

To General Capital Limited

Relevant event being disclosed: A movement of 1% or more in the substantial holding.

Date of relevant event: 27 September 2021

Date this disclosure made: 28 September 2021

Date last disclosure made: 3 August 2018

Substantial product holder(s) giving disclosure

Full name(s): Borneo Capital Limited

Summary of substantial holding

Class of quoted voting products: Ordinary Shares in General Capital Limited (GEN:NZX).

Summary for Borneo Capital Limited

For this disclosure,—

(a) total number held in class: 63,388,991 (including relevant interest in 428,034 calculated in accordance with s275 of FMCA in relation to holding of 82,780,222 GENWB:NZX Warrants).

• (b) total in class: 171,207,112.

• (c) total percentage held in class: 37.025%.

• For last disclosure,—

• (a) total number held in class: 32,540,000.

• (b) total in class: 123,940,114

• (c) total percentage held in class: 26.255%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

1. The following transactions, which were not movements of greater than 1% or more in substantial holding, but were previously disclosed to the NZX as Directors and Senior Managers Relevant Interests:

   • a. On 7/12/2018 7,850,111 ordinary shares were issued to Borneo Capital Limited (Borneo) for an aggregate subscription value of $529,883 to allow Borneo

1

Capital Limited to maintain its 26.25% shareholding in the Company at that time.

• b. On 11/12/2018, Borneo Capital Limited was issued 40,390,111 GENWA Warrants and 80,780,222 GENWB Warrants in accordance with the warrant issue approved by shareholders resolution on 29/11/2018.

• c. On 25/06/2019, Borneo Capital Limited was issued 2,000,000 GENWB warrants (as bare trustee for Rewi Bugo) at no cost pursuant to the Warrant Offer Document – Directors and Senior Managers announced to the market on 4/12/2018.

• d. On 30/09/2019, Borneo Capital Limited exercised 1,859,644 GENWA warrants at 7.75 cents per share (total consideration of $144,122.41) and converted into 1,000,000 ordinary shares to allow Borneo Capital Limited to maintain its current 26.25% shareholding in the Company at that time.

1. On 27 September 2021, General Capital Limited issued 8,333,333 ordinary shares to Borneo Capital Limited at an issue price of 6.0 cents per share for total consideration of $500,000.

2. On 27 September 2021, Borneo Capital Limited acquired 12,377,869 ordinary shares in General Capital Limited from Belian Holdings Limited at a purchase price of 6.0 cents per share for total consideration of $742,672.14.

Details after relevant event

Details for Borneo Capital Limited.

Nature of relevant interest(s):

Registered holder and beneficial owner of ordinary shares in General Capital Limited.

Relevant Interest in ordinary shares pursuant to section 275 of FMCA by virtue of being Registered holder and beneficial owner of 80,780,222 GENWB warrants and registered holder of a further 2,000,000 GENWB warrants as bare trustee for Rewi Hamid Bugo.

A relevant agreement document need not be attached under regulation 139.

For that relevant interest,—

• (a) number held in class: Currently 63,388,991 (including relevant interest in 428,034 calculated in accordance with s275 of FMCA in relation to holding of 80,780,222 GENWB:NZX Warrants)

• (b) percentage held in class: 37.025% of ordinary shares on issue.

• (c) current registered holder(s): Belian Holdings Limited in respect of 12,377,869 ordinary shares in General Capital Limited.

• (d) registered holder(s) once transfers are registered: Borneo Capital Limited.

2

For a derivative relevant interest, also—

• (a) type of derivative: GENWB Warrants

• (b) details of derivative: GENWB Warrants are cash settled and have a conversion ratio of one ordinary share for every one warrant if exercised. They have a last exercise date of 30/11/2021 and an exercise price of 9.00 cents per share.

• (c) parties to the derivative: Borneo Capital Limited.

• (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: N/A.

Additional information

Address(es) of substantial product holder(s): Borneo Capital Limited, Telfer Chartered Accountants Limited, 2 Blue Penguin Drive, Kerikeri, 0294, New Zealand

Contact details: Rewi Bugo, +60 12 887 8888, rewibugo@gmail.com.

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Belian Holdings Limited

Certification

I, Rewi Bugo, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

3