G Capital Berhad : GCAP - Notice of 27th AGM

G CAPITAL BERHAD

[Registration No.: 199501000977 (330171-P)]

(Incorporated in Malaysia)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-Seventh Annual General Meeting ("27th AGM") of G Capital Berhad will held on a fully virtual basis through live streaming and online remote voting via the online meeting platform at https://web.vote2u.my (Domain Registration No with MYNIC: D6A471702) on Monday, 27 June 2022 at 9.00 a.m. for the following purposes:-

AGENDA

Ordinary Business

1 To receive the Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and Auditors thereon. (Refer to Explanatory Note A)

2	To approve the payment of Directors' fees of not exceeding RM300,000 for	(Ordinary Resolution
	financial year ending 31 December 2022.	1)
3	To approve the payment of Directors' benefits (excluding Directors' fees) in	(Ordinary Resolution
	accordance with Section 230(1) of the Companies Act 2016 up to an amount of	2)
	RM75,000 for the period from the 27th AGM until the next Annual General
	Meeting of the Company.
4	To re-elect Dato' Rosli bin Sharif who retires by rotation pursuant to Clause 95	(Ordinary Resolution
	of the Constitution of the Company.	3)
5	To re-elect Jason Fong Jian Sheng who was appointed during the year and
	retire pursuant to Clause 102 of the Constitution of the Company.	(Ordinary Resolution
		4)
6	To re-appoint Messrs UHY as Auditors of the Company until the conclusion of	(Ordinary Resolution
	the next Annual General Meeting and to authorise the Directors to fix their	5)
	remuneration.
Special Business
To consider and if thought fit, to pass the following resolutions:-
7	Authority to Issue Shares Pursuant to Sections 75 and 76 of the Companies	(Ordinary Resolution
	Act 2016	6)

"THAT subject to the Act, the Constitution of the Company and the approvals from Bursa Malaysia Securities Berhad ("Bursa Securities") and other relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 75 of the Act, to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares to be issued pursuant to this general mandate does not exceed twenty percent (20%) of the total number of issued shares (excluding treasury shares) of the Company for the time being ("Proposed 20% General Mandate").

THAT such approval on the Proposed 20% General Mandate shall continue to be in force until 31 December 2022. Thereafter, with effect from 1 January 2023, the general mandate limit shall revert to 10% of the total number of issued shares (excluding any treasury shares) of the Company for the time being, pursuant to

Paragraph 6.03 of the Main Market Listing Requirements ("Proposed 10% General Mandate").

THAT such approval on the Proposed 10% General Mandate shall continue to be in force until:

1. the conclusion of the next Annual General Meeting of the Company held after the approval was given;
2. the expiration of the period within which the next Annual General Meeting of the Company is required to be held after the approval was given; or
3. revoked or varied by resolution passed by the shareholders of the Company in a general meeting,

whichever is the earlier.

(The Proposed 20% General Mandate and Proposed 10% General Mandate shall hereinafter be referred to as the "Proposed General Mandate".)

THAT the Directors of the Company be and are hereby empowered to obtain the approval from Bursa Securities for the listing of and quotation for such new shares on the Main Market of Bursa Securities. THAT the Directors of the Company be and are hereby authorised to give effect to the Proposed General Mandate with full powers to assent to any conditions, modifications, variations and/or amendments as they may deem fit in the best interest of the Company and/or as may be imposed by the relevant authorities.

AND FURTHER THAT the Directors of the Company be and are hereby authorised to implement, finalise, complete, take all necessary steps and to do all acts (including execute such documents as may be required), deeds and things in relation to the Proposed General Mandate."

8 Proposed Renewal of Existing Shareholders' Mandate for Recurrent Related

Party Transactions of a revenue or trading nature and Proposed New Shareholders Mandate for New Recurrent Related Party Transactions of a revenue or trading nature

"THAT subject to the Companies Act 2016 (the "Act") and Bursa Malaysia

Securities Berhad Main Market Listing Requirements, other applicable laws, guidelines, rules and regulations, and the approval of the relevant government and/or regulatory authorities (where applicable), approval be and is hereby given to the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with related parties ("Recurrent Related Party Transactions") as set out in Section 2.3.3 and 2.3.4 of Part A of the Circular to Shareholders dated 26 May 2022 ("the Circular"), subject further to the following:

1. the Recurrent Related Party Transactions are entered into in the ordinary course of business which are necessary for the day-to-day operations and are on terms which are no more favourable to the related parties than those generally available to the public, and the
   Recurrent Related Party Transactions are undertaken on arm's length basis and on normal commercial terms which are not to the detriment of the non-interested shareholders of the Company;
2. the shareholders' mandate is subject to annual renewal and this shareholders' mandate shall commence immediately upon passing of this ordinary resolution and continue to be in full force until:
   (a) the conclusion of the next AGM of the Company following the AGM at which this shareholders' mandate is approved, at which time it will

(Ordinary Resolution

7)

lapse, unless by a resolution passed at the next AGM, such authority is renewed; or

1. the expiration of the period within which the next AGM after the date is required to be held pursuant to Sections 340(1) and (2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
2. this shareholders' mandate is revoked or varied by a resolution passed by the shareholders of the Company in a general meeting,

whichever is the earlier;

AND THAT the Directors of the Company and/or any one of them be and are/is hereby authorised to complete and do all such acts, deeds and things as they consider necessary or expedient in the best interest of the Company, including executing all such documents as may be required or necessary and with full powers to assent to any modifications, variations and/ or amendments as the Directors of the Company in their discretion deem fit and expedient to give effect to the Recurrent Related Party Transactions contemplated and/or authorised by this Ordinary Resolution

9 Proposed New Share Buy-Back Authority to purchase up to ten percent (10%) of its total issued shares ("Proposed Share Buy-Back")

"THAT subject always to the Act, the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements") and all other applicable laws, guidelines, rules and regulations, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such number of issued shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:

1. the aggregate number of issued shares in the Company ("Shares") purchased ("Purchased Shares") and/or held as treasury shares pursuant to this ordinary resolution does not exceed ten per centum (10%) of the total number of issued shares of the Company as quoted on Bursa Securities as at point of purchase; and
2. the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts (where applicable) available at the time of the purchase,

AND THAT the authority to facilitate the Proposed Share Buy-Back will commence immediately upon passing of this Ordinary Resolution and will continue to be in force until:

1. the conclusion of the next Annual General Meeting of the Company following at which time the authority shall lapse unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions;
2. the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
3. revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting,

(Ordinary Resolution

8)

whichever occurs first, but shall not prejudice the completion of purchase(s) by the Company of its own Shares before the aforesaid expiry date and, in any event, in accordance with the Listing Requirements and any applicable laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities.

AND THAT the Directors of the Company be and are hereby authorised, at their discretion, to deal with the Purchased Shares until all the Purchased Shares have been dealt with by the Directors in the following manner as may be permitted by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/ or orders of any relevant authorities for the time being in force:

1. To cancel all or part of the Purchased Shares;
2. To retain all or part of the Purchased Shares as treasury shares as defined in Section 127 of the Act;
3. To distribute all or part of the treasury shares as dividends to the shareholders of the Company;
4. To resell all or part of the treasury shares;
5. To transfer all or part of the treasury shares for the purposes of or under the employees' share scheme established by the Company and/or its subsidiaries;
6. To transfer all or part of the treasury shares as purchase consideration;
7. To sell, transfer or otherwise use the shares for such other purposes as the Minister may by order prescribe; and/or
8. To deal with the treasury shares in the manners as allowed by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/ or orders of any relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are authorised to take all such steps as are necessary or expedient [including without limitation, the opening and maintaining of central depository account(s) under Securities Industry (Central Depositories) Act, 1991, and the entering into all other agreements, arrangements and guarantee with any party or parties] to implement, finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities."

By Order of the Board

ERIC TOH CHEE SEONG (SSM PC No. 202008002884) (MAICSA 7016178) JESSLYN ONG BEE FANG (SSM PC No. 202008002969) (MAICSA 7020672) Company Secretaries

Perak

26 May 2022

Notes:-

1. Please refer to the Administrative Guide for the procedures to register, participate and vote remotely at this virtual AGM using RPV Facilities provided by Agmo Digital Solutions Sdn Bhd via its Vote2U online website at https://web.vote2u.my
2. A member of the Company entitled to participate, speak and vote at the meeting is entitled to appoint not more than two (2) proxies to participate, speak and vote in his/ her stead. A proxy need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.
3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("Omnibus Account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds.
4. Where a member or authorised nominee appoints two (2) proxies, or when an exempt authorised nominee appoints two (2) or more proxies, the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or his/ her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or the hand of an office or attorney duly authorised.
6. The form of proxy must be deposited at the Company's Share Registrar Office at Level 5, Block B, Dataran PHB,
   Saujana Resort, Section U2, 40150 Shah Alam, Selangor not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.
7. Only members registered in the Record of Depositors as at 16 June 2022 shall be eligible to participate, speak and vote at the meeting or appoint a proxy to participate, speak and/ or vote on his/ her behalf.

Explanatory Notes

Note A - Audited Financial Statements for the financial year ended 31 December 2021

This Agenda is meant for discussion only as the provision of Section 248(2) and 340(1)(a) of the Act does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.

Ordinary Resolution 1 - Payment of Directors' Fees

The proposed Ordinary Resolution 1, if passed, will authorise the payment of the Directors' fees of not exceeding RM300,000 for the financial year ending 31 December 2022.

Ordinary Resolution 2 - Payment of Directors' Benefits

The proposed Directors' Benefits payable comprises allowances and other benefits. The total estimated amount of Directors' benefits payable is calculated based on the number of scheduled meetings of the Board and Board Committees from the day after the 27th AGM until the next AGM of the Company.

Ordinary Resolution 6 - Authority to Issue Shares Pursuant to Sections 75 and 76 of the Act

Bursa Securities has via its letter dated 23 December 2021 extended the implementation period of several temporary relief measures to listed corporations, amongst others, an increase in general mandate limit for new issues of securities from 10% to 20% of the total number of issued shares of the Company for the time being. This general mandate limit increase is only valid up till 31 December 2022 and thereafter, the 10% general mandate limit will be reinstated.

The proposed ordinary resolution is a mandate sought for issue of securities and if passed, will empower the Directors of the Company to issue and allot ordinary shares of the Company from time to time and to grant rights to subscribe for shares in the Company, convert any securities into shares in the Company, or allot shares under an agreement or option or offer, provided that the aggregate number of shares allotted pursuant to this resolution does not exceed 20% of the total number of issued shares (excluding treasury shares) of the Company for the time being ("Proposed 20% General Mandate") up to 31 December 2022. With effect from 1 January 2023, the 10% general mandate limit according to Paragraph 6.03 of the Main Market Listing Requirements of Bursa Securities will be reinstated ("Proposed 10% General Mandate").