G Capital Berhad : 2022 EGM Minutes

G CAPITAL BERHAD

[Registration No. 199501000977 (330171-P)]

[Incorporated in Malaysia]

Minutes of the Extraordinary General Meeting ("EGM") of the Company conducted on a fully virtual basis through live streaming and Remote Participation Voting Facilities provided by Agmo Digital Solutions Sdn Bhd via its Vote2U Online website at https://web.vote2u.my on Wednesday, 27 April 2022 at 10.00 a.m.

Present

:

Board of Directors

Dato' Haji Roshidi bin Haji Hashim (Chairman)

Datuk Yap Yee Ping

Dato' Rosli bin Sharif

Jason Fong Jian Sheng

Shareholders/Proxy Holders

As per participants logged on to Vote2U Online website provided by

Agmo Solution Sdn Bhd

In Attendance

:

Eric Toh Chee Seong (Company Secretary)

1. CHAIRMAN ADDRESS
   The Company Secretary reported that pursuant to Clause 73 of the Constitution of the Company, the Directors present had chosen Dato' Haji Roshidi bin Haji Hashim to act as Chairman for today Meeting.
   Dato' Haji Roshidi bin Haji Hashim, the Chairman of the Meeting took the Chair and welcomed all members to the Meeting. Dato' Chairman then introduced the Directors present at the EGM. The Company Secretary, Registrar and the representative of Adviser, KAF Investment Bank Berhad also joined the Meeting remotely.
2. QUORUM
   The requisite quorum being present pursuant to Clause 71 of the Company's Constitution, Dato' Haji
   Roshidi bin Haji Hashim declared the Meeting duly convened. The Chairman further informed the Meeting that the Company was using the Record of Depositors as of 11 April 2022 for the EGM.
3. NOTICE OF MEETING
   The Notice of the Meeting, with the permission of the Meeting, was taken as read.
4. PROCEEDINGS AND VOTING PROCEDURE OF MEETING
   Dato' Chairman informed the Meeting that in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities"), the resolution put forth for voting at the Meeting would be voted by poll. In this regard, he then exercised his rights as the Chairman of Meeting to demand for a poll.
   The Meeting was further informed that Agmo Studio Sdn. Bhd. was appointed as Poll Administrator while Aegis Communication Sdn. Bhd. was the appointed Independent Scrutineer to verify the results of the poll voting. A step-by-step guide together with a short audio clip on the online voting module within e-Portal was then played.

G Capital Berhad (330171-P)
Extraordinary General Meeting				Page 2
5.	ORDINARY RESOLUTION
	PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO RM102,621,111 NOMINAL
	VALUE OF 1,282,763,884 FIVE (5)-YEAR, 5.0% REDEEMABLE CONVERTIBLE
	UNSECURED LOAN STOCKS ("RCULS") AT 100% OF ITS NOMINAL VALUE OF
	RM0.08 EACH ON THE BASIS OF FOUR (4) RCULS FOR EVERY ONE (1) EXISTING
	ORDINARY SHARE IN GCAP ("GCAP SHARE") HELD ON AN ENTITLEMENT DATE
	TO BE DETERMINED LATER ("PROPOSED RIGHTS ISSUE")
	The Chairman informed that the item on the Agenda was to approve Proposed Renounceable Rights
	Issue of up to RM102,621,111 nominal value of 1,282,763,884 five (5)- year, 5.0% Redeemable
	Convertible Unsecured Loan Stocks ("RCULS") at 100% of its nominal value of RM0.08 each on the
	basis of four (4) RCULS for every one (1) existing ordinary shares in G Capital Berhad.
6.	QUESTION & ANSWER SESSION
	The Chairman informed the Meeting that the Company had not received any question relating to the
	Proposed Rights Issue.
7.	DECLARATION OF POLLING RESULTS
	After the verification of the poll results by the Scrutineer, the results of the poll as follows were shown
	on the screen:
		Resolution	Vote For	Vote For %	Vote Against	Vote Against %
		Proposed Rights Issue	97,049,749	99.9893	10,371	0.0106
	Based on the above verified poll voting results, The Chairman declared that the Resolution carried.
8.	TERMINATION OF MEETING
	There being no other business, the Chairman declared the Meeting closed at 10.25 a.m and thanked
	the members for their attendance.

SIGNED AS CORRECT RECORD

(Signed)

……………………………..

Dato' Haji Roshidi bin Haji Hashim Chairman