G Capital Berhad : GCAP - Notice of EGM and Administrative Guide 2022

G CAPITAL BERHAD

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

(Incorporated in Malaysia)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting ("EGM") of G Capital Berhad ("GCAP" or the "Company") will be held and conducted by way of virtual meeting entirely through live streaming via Remote Participation and Voting ("RPV") Facilities from the Online Meeting Platform of Vote2U Online operated by Agmo Digital Solutions Sdn. Bhd. in Malaysia via the link at https://web. vote2u.my on Wednesday, 27 April 2022 at 10.30 a.m. or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolution, with or without any modifications:-

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")

"THAT subject to the Companies Act, 2016, the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and conditional upon the approvals of all relevant authorities/parties, where required, the Board of Directors of GCAP ("Board") be and is hereby authorised to:-

• (i) provisionally allot and issue up to RM102,621,111 of 1,282,763,884 RCULS at 100% of its nominal value of RM0.08 each on the basis of four (4) RCULS for every one (1) existing GCAP Share held by the shareholders of the Company whose names appear in the Record of Depositors of the Company as at the close of business on an entitlement date to be determined by the Board and announced later;

• (ii) enter into and execute the trust deed to be executed by the Company and the trustee appointed by GCAP constituting the RCULS ("Trust Deed") and to do all acts, deed and things as the Board may deem fit or expedient in order to implement, finalise and give effect to the Trust Deed;

• (iii) allot and issue new GCAP Shares arising from the conversion of the RCULS (including further RCULS arising from any adjustments under the provisions of the Trust Deed); and

• (iv) such further number of new GCAP Shares as may be required or permitted to be issued and allotted as a consequence of the adjustments under the provisions of the Trust Deed;

THAT any fractional entitlements of the RCULS under the Proposed Rights Issue will be disregarded and shall be dealt with in such a manner as the Board shall in its absolute discretion deem fit, expedient and in the best interests of the Company;

THAT the proceeds of the Proposed Rights Issue be utilised for the purpose as set out in Section 3 of the Circular, and the Board be and is hereby authorised to revise the manner and purposed of the utilisation of proceeds as it may deem fit, expedient and in the best interests of the Company subject to the approval of any relevant authorities (where required);

THAT the new GCAP Shares to be issued arising from the conversion of the RCULS shall, upon allotment and issue, rank equally in all respects with the then existing GCAP Shares, save and except that such new GCAP Shares to be issued arising from the conversion of the RCULS shall not be entitled to any dividends, rights, allotments and/or any other forms of distribution which may be declared, made or paid, the entitlement date of which is prior to the date of allotment of such new GCAP Shares to be issued arising from the conversion of the RCULS;

AND THAT any one Director of GCAP be and is hereby authorised to sign and execute all documents, do all things and acts as may be required to give effect to the Proposed Rights Issue with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required by any relevant authorities, and to deal with all matters relating thereto and to take all such steps and do all such acts and things in any manner as he may consider necessary or expedient to implement, finalise and give full effect to the Proposed Rights Issue."

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 Darul Ridzuan 4 April 2022

Notes:-

• 1. Please refer to the Administrative Guide for the procedures to register, participate and vote remotely at this virtual EGM 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 GCAP's Share Registrar's 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 11 April 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.

ADMINISTRATIVE GUIDE FOR SHAREHOLDERS

G Capital Berhad - Extraordinary General Meeting

Date	:	Wednesday, 27 April 2022
Time	:	10.30 a.m.
Meeting Venue	:	https://web.vote2u.my
Domain Registration Numbers with MYNIC	:	D6A471702

In light of the coronavirus (COVID-19) outbreak, governmental decrees, and the encouragement of the Securities Commission Malaysia, as well as in the best interest of public health and the health and safety of our Board of Directors, employees and shareholders, the Extraordinary General Meeting ("EGM") will be held virtually and online remote voting using the Remote Participation and Voting Facilities ("RPV").

We strongly encourage our shareholders whose names appear on the Record of Depositors as at 11 April 2022 and holders of proxy for those shareholders to participate in the virtual EGM and vote remotely at this EGM. In line with the Malaysian Code on Corporate Governance Practice 12.3, this virtual EGM will facilitate greater shareholder's participation (including posting questions to the Board of Directors and/or Management of the Company) and vote at the EGM without being physically present at the venue. For shareholders who are unable to participate in this virtual EGM, you may appoint proxy(ies) or the Chairman of the Meeting as your proxy to attend and vote on your behalf at the EGM.

Kindly note that the quality of the live streaming is highly dependent on the bandwidth and stability of the internet connection of the participants (shareholders and proxies). Hence, you are to ensure that internet connectivity throughout the duration of the meeting is maintained while using RPV provided by Agmo Digital Solutions Sdn. Bhd. ("AGMO") via its Vote2U Online website athttps://web.vote2u.my

PROCEDURES TO PARTICIPATE IN RPV

Please follow the Procedure to Participate in RPV as summarized below:

BEFORE EGM DAY

A: REGISTRATION Individual Shareholders

Description	Procedure
i.	Shareholders to register with Vote2U online	The registration will open from the day of notice. a. Access website athttps://web.vote2u.my b. Click "Sign Up" to sign up as a user. c. Read the 'Privacy Policy' and 'Terms & Conditions' and indicate your acceptance of the 'Privacy Policy' and 'Terms & Conditions' on a small box ◻. Then click "Next". d. *Fill-in your details (note: create your own password). Then click "Continue". e. Upload softcopy of your identification card (MYKAD) (front only) (for Malaysian) or Passport (for non-Malaysian). f. Click "Submit" to complete the registration g. Your registration will be verified and an email notification will be sent to you. Please check your email.

Note:

If you have registered as a user with Vote2U Online previously, you are not required to register again.

*Check your email address is keyed in correctly.

*Remember the password you have keyed-in.

B: REGISTER PROXY

Individual Shareholder / Corporate Shareholder / Nominees Company

Description	Procedure
i. S	Submit Form of Proxy (hardcopy)	The closing time to submit your hardcopy Form of Proxy is at 10.30 a.m., Monday, 25 April 2022. a. *Fill-in details on the hardcopy Form of Proxy and ensure to provide the following information: o MYKAD (for Malaysian) / Passport (for non-Malaysian) number of the Proxy o *Email address of the Proxy b. Submit/Deposit the hardcopy Form of Proxy to Company Share Registrar Office at Level 5, Block B, Dataran PHB, Saujana Resort, Section U2, 40150 Shah Alam, Selangor. Note: After verification, an email notification will be sent to the Proxy and will be given a temporary password. The Proxy could use the temporary password to log in to Vote2U. *Check the email address of Proxy is written down correctly.

Shareholders who appoint Proxy(ies) to participate the virtual EGM must ensure that the hardcopy Form of Proxy is submitted not less than 48 hours before the time for holding the meeting or any adjourned meeting at which the person named in the instrument proposes to vote and in default, the instrument of proxy shall not be treated as valid.

ON EGM DAY

A: WATCH LIVE STREAMING Individual Shareholders & Proxies

Description	Procedures
i.	Login to virtual meeting portal - Vote2U online & watch Live Streaming.	The Vote2U online portal will open for log in starting from 9.30 a.m., Wednesday, 27 April 2022, one (1) hour before the commencement of the EGM. a. Login with your email and passwordb. Select the General Meeting event (for example, "G Capital Berhad EGM"). c. Check your details. d. Click "Watch Live" button to view the live streaming.

Individual Shareholders & Proxies

Description	Procedures
i.	Ask Question EGM (real-time)during	Questions submitted online using typed text will be moderated before being forwarded to the Chairman to avoid repetition. Every question and message will be presented with the full name of the shareholder or proxy raising the question. a. Click "Ask Question" button to post question(s). b. Type in your question and click "Submit". The Chairperson / Board of Director will endeavor to respond to questions submitted by remote shareholders and proxies during the EGM.

Individual Shareholders & Proxies

Description	Procedures
i.	Online Remote Voting	Once the Chairman announces the opening of remote voting: a. Click "Confirm Details & Start Voting". b. To vote, select your voting choice from the options provided. A confirmation screen will appear to show your selected vote. Click "Next" to continue voting for all resolutions. c. To change your vote, click "Back" and select another voting choice. d. After you have completed voting, a Voting Summary page appears to show all the resolutions with your voting choices. Click "Confirm" to submit your vote. [Please note that you are not able to change your voting choices after you have confirmed and submitted your votes.]

ADDITIONAL INFORMATION

Voting Procedure

Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, voting at the EGM will be conducted by poll. Poll administrator and Independent Scrutineers will be appointed to conduct the polling process and verify the results of the poll respectively.

No Door Gift or e-Voucher or Food Voucher

There will be no door gift or e-Voucher or food voucher given at this EGM.

Enquiry

a.

For enquiries relating to the general meeting, please contact our Investor Relation during office hours (9:00 a.m. to 5:00 p.m.) on Mondays to Fridays (except public holidays) as follows:

Telephone Number: 03-7890 0638

Email:[e-mail]

b. For enquiries relating to RPV facilities or issues encountered during registration, log in, connecting to the live streaming and online voting facilities, please contact Vote2U helpdesk during office hours (9:00 a.m. to 5:00 p.m.) on Mondays to Fridays (except public holidays) as follows:

Telephone Number: 03-7664 8520 / 03-7664 8521

Email:[e-mail]