G Capital Bhd.MYX: GCAP

GCAPITAL - Minutes of 30th AGM

· Issued by G Capital Bhd.
G CAPITAL BERHAD

[Registration No. 199501000977 (330171-P)] [Incorporated in Malaysia]

Minutes of the Thirtieth Annual General Meeting ("30th AGM") of the Company held at No. 5-5-1 Block B (VOX), Pusat Komersial Southgate, No. 2 Jalan Dua, Off Jalan Chan Sow Lin, 55200 Kuala Lumpur on Tuesday, 24 June 2025 at 9.30 a.m.

Present : Board of Directors

General (Retired) Tan Sri Dato' Sri Haji Affendi bin Buang (Chairman) Datuk Yap Yee Ping

Dato' Haji Roshidi bin Haji Hashim Jason Fong Jian Sheng

Shareholders/Proxy Holders

As per the Attendance List

In Attendance : Eric Toh Chee Seong (Company Secretary)
  1. CHAIRMAN ADDRESS

    General (Retired) Tan Sri Dato' Sri Haji Affendi bin Buang ("Tan Sri Chairman"), the Chairman of the Meeting took the Chair and welcomed all members to the Meeting. Tan Sri Chairman then introduced the Directors present at the 30thAGM. The Company Secretary, External Auditors, Share Registrar and the management team are also joined the Meeting.

  2. QUORUM & PROXY

    The Company Secretary, Mr Eric Toh Chee Seong confirmed the requisite quorum being present pursuant to Clause 71 of the Company's Constitution, Tan Sri Chairman declared the Meeting duly convened.

    The Company Secretary further informed the Meeting that there were 53 proxy forms received for a total of 127,556,826 ordinary shares representing 38.9% of the total number of issued shares of the Company. Out of those, there were18 shareholders appointed the Chairman of the Meeting as proxy to vote on their behalf and the shares so represented are 46,870,800 ordinary shares representing 14.3% of the total number of issued shares of the Company.

  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

    Tan Sri 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 Aldpro Corporate Services 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.

    G Capital Berhad (330171-P)

    Minutes of the 30thAnnual General Meeting Page 2

  5. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 TOGETHER THE REPORTS OF THE DIRECTORS AND AUDITORS ("AFS 2024")

    Tan Sri Chairman informed that the first item on the agenda was to receive the AFS 2024. The Meeting noted that formal approval from shareholders was not required for this item on the agenda pursuant to Section 340(1)(a) of the Companies Act 2016 and hence, the AFS 2024 was not put forward for voting. Tan Sri Chairman declared the AFS 2024 was duly received.

  6. ORDINARY RESOLUTION 1 - PAYMENT OF DIRECTORS' FEES OF NOT EXCEEDING RM300,000 FOR FINANCIAL YEAR ENDING 31 DECEMBER 2025 ("FY 2025")

    The Meeting was informed that the first item on the agenda was to approve the payment of Directors' fees of not exceeding RM300,000 for FY2025.

  7. ORDINARY RESOLUTION 2 - PAYMENT OF DIRECTORS' BENEFITS UP TO AN AMOUNT OF RM75,000 FOR THE PERIOD FROM THE 30THAGM UNTIL THE NEXT AGM

    Tan Sri Chairman informed that the next item on the agenda was to approve the payment of benefit payable to the Directors of the Company up to an amount of RM75,000 for the period commencing from 24 June 2025 until the date of the next AGM of the Company to be held in year 2026 pursuant to Section 230(1)(b) of the Companies Act 2016.

  8. ORDINARY RESOLUTION 3 - RE-ELECTION OF DIRECTOR, MR. JASON FONG JIAN SHENG

    The Meeting was informed that in accordance with the Company's Constitution, Jason Fong Jian Sheng was subject to retirement by rotation pursuant to Clause 95 of the Constitution of the Company. However, he was eligible for re-election to be the Director of the Company.

  9. ORDINARY RESOLUTION 4 - RE-ELECTION OF DIRECTOR, MR. OOI YU WAY

    The Meeting was informed that in accordance with the Company's Constitution, Mr. Ooi Yu Way, who was appointed during the year was subject to re-election pursuant to Clause 102 of the Constitution of the Company. However, he was eligible for re-election to be the Director of the Company.

  10. ORDINARY RESOLUTION 5 - RE-APPOINTMENT OF AUDITORS

    Tan Sri Chairman informed that the next item on the agenda was to reappoint Messrs. UHY Malaysia PLT as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.

    The Meeting was informed that UHY Malaysia PLT had indicated their willingness to continue in office as the Company's Auditors.

    G Capital Berhad [Registration No. 199501000977 (330171-P)]

    Minutes of the 30thAnnual General Meeting Page 3

  11. SPECIAL BUSINESS ORDINARY RESOLUTION 6 - AUTHORITY TO ISSUE SHARES PURSUANT TO SECTIONS 75 & 76 OF THE COMPANIES ACT, 2016

    Tan Sri Chairman informed that next item on the agenda was to seek a general mandate for the Board of Directors to issue and allot shares pursuant to the Companies Act 2016 and waiver of the preemptive rights to first offer to the existing shareholders.

    Tan Sri Chairman further informed that the proposed adoption of this Ordinary Resolution was to give flexibility to the Board of Directors, when the need arises, to issue shares up to maximum of 10% of the issued share capital of the Company. This authority shall, unless be revoked or varied by the Company in general meeting, expire at the next AGM of the Company.

  12. SPECIAL BUSINESS ORDINARY RESOLUTION 7 - PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

    Tan Sri Chairman informed that next item on the agenda was to seek a renewal mandate and new mandate for recurrent related party transactions of a revenue or trading nature.

    Tan Sri Chairman further informed that the Proposed Renewal of Existing Shareholders' Mandate for recurrent related party transaction of a revenue or trading nature is to allow the subsidiary, namely Solarcity Malaysia Sdn Bhd to enter into recurrent related party transactions of a revenue or trading nature with related parties.

  13. SPECIAL BUSINESS ORDINARY RESOLUTION 8 - PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY TO PURCHASE UP TO 10% OF ITS TOTAL ISSUED SHARES

    Tan Sri Chairman informed that next item on the agenda was to Proposed Renewal of Share Buy-back authority to purchase up to 10% of its total issued shares.

    Tan Sri Chairman further informed that the details of the Proposed Renewal of Share Buy-back Authority is set out in page 15 to 22 of the Circular to shareholders dated 25 April 2025.

  14. QUESTION & ANSWER SESSION

    A few questions raised during the meeting and Directors responded to the questions, details of which is as per Appendix "I" enclosed hereto

  15. POLLING PROCESS

    The shareholders and proxies were given time to cast and submit their vote into the ballot box. The Meeting was adjourned at 10.10 a.m. for the voting process.

    G Capital Berhad [Registration No. 199501000977 (330171-P)]

    Minutes of the 30thAnnual General Meeting Page 4

  16. DECLARATION OF POLLING RESULTS

    After the verification of the poll results by the Scrutineer, the results of the polling as follows were shown on the screen:

    After the verification of the poll results by the Scrutineer, the results of the polling as follows were shown on the screen:

    Resolution

    Vote For

    No of Share holders

    Vote For

    %

    Vote Against

    No of Share holders

    Vote Against

    %

    1

    120,272,075

    55

    99.7760

    270,000

    1

    0.2239

    2

    120,272,075

    55

    99.7760

    270,000

    1

    0.2239

    3

    134,256,575

    59

    99.9925

    10,000

    1

    0.0074

    4

    134,256,575

    59

    99.9925

    10,000

    1

    0.0074

    5

    134,536,575

    61

    100

    0

    0

    0

    6

    134,242,075

    58

    99.7811

    294,500

    3

    0.2189

    7

    134,252,075

    59

    99.9892

    14,500

    1

    0.0107

    8

    134,536,575

    61

    100

    0

    0

    0

    Based on the above verified e-polling voting results, Tan Sri Chairman declared that all the eight (8) resolutions were duly passed by the shareholders.

  17. CONCLUSION OF MEETING

There being no other business, the Chairman declared the Meeting closed at 10.40 a.m. and thanked the members for their attendance.

SIGNED AS CORRECT RECORD

-signed -

……………………………..

General (Retired) Tan Sri Dato' Sri Haji Affendi bin Buang

Chairman of the 30thAGM of G Capital Berhad

APPENDIX I

No.

Questions raised

Company's reply

1

Why the employment expenses are high compared to revenue earned?

Thanks for your question regarding our business's cost structure.

We certainly understand the importance of managing employment expenses effectively.

Our approach is to remunerate our skilled workforce at competitive market rates, reflecting their experience and knowledge, to ensure we can attract, retain, and motivate the best talent. Since these remunerations are largely fixed and not tied to commission, a direct comparison to revenue may not be the most conclusive metric for assessing whether employment expenses are high.

2

Why the proposed fundraising exercise (Rights Issue - RCULS) was cancelled?

While our previous Rights Issue of Redeemable Convertible Unsecured Loan Stocks ("RCULS") was designed to offer attractive returns for our valued shareholders, the prevailing macroeconomic environment unfortunately prevented its successful completion. We had to make the difficult decision to abort the issuance due to these external factors.

However, the Board remains fully committed to securing the financing needed to realize the immense potential of our small hydro portfolio. The recent enhancements to the Feed-In Tariff (FiT) 2.0 structure for small hydro, effective this year, significantly improve the prospects for financial closure. We appreciate your patience and will share an update once we reach this crucial milestone.

3

What is the prospect and future plan of the Company?

For transportation division, the contract with Ministry of Defence Malaysia has ended in March 2024.

The Group is deeply committed to sustainable-linked businesses, actively driving the generation of renewable energy via small hydro and solar initiatives; alongside emphasize on energy efficiencies.

The Board is confident that the recent shifts within the Malaysian energy industry, including Tenaga Nasional Berhad's Regulatory Period ("RP4") and the more favorable FiT 2.0 for small hydro, will create significant opportunities for growth as renewable energy takes centre stage.

4

What is the progress of the hydro plants?

To-date, we own three (3) small hydro power plants with 29MW are operating and supplying to the power grid.

The remaining small hydropower are progressing through various stages of development.

Completing these projects is crucial, both for our company and for Malaysia's energy future. Given the recent positive shifts in the renewable energy industry landscape, we're confident we're in a stronger position than ever to fully develop these vital small hydropower assets.

5

Are the retiring directors fit and suitable to be continued and re-elected?

The Directors standing for re-election possess Bachelor of degrees with track working experience.

The Nomination Committee has conducted the performance review and assessment of the retiring directors and found they are fit and suitable, thereby proposed to the shareholders to re-electing them as Directors.

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