KINA SECURITIES LIMITED — Board/Management Information 2022

Sep 27, 2022

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28 September 2022

ASX/PNGX | Announcement

ASX Markets Announcement Office PNGX Markets Exchange Centre Harbourside West Building 20 Bridge Street Unit 1B.02, Level 1, Stanley Esplanade Sydney NSW 2000 Down Town, Port Moresby 121 Australia Papua New Guinea

BY ELECTRONIC LODGEMENT

Kina extends Managing Director and Chief Executive Officer’s Employment Agreement

Kina Securities Limited (ASX:KSL | PNGX:KSL) ( Kina or the Company ) is very pleased to announce that it has agreed with its Managing Director and Chief Executive Officer ( MD & CEO ), Mr. Greg Pawson, to extend the term and make other changes to his Employment Agreement ( Employment Agreement ).

The term of Mr. Pawson’s Employment Agreement has been extended for three years from 4 December 2022 to 4 December 2025 ( Term ). The Board may, in its discretion, elect to extend the Term for an additional two years by giving Mr. Pawson at least six months’ written notice of the extension.

Together with the extension of the Term, the Board has increased Mr. Pawson’s fixed base salary to A$750,000 per annum inclusive of superannuation ( Fixed Remuneration ) (up from A$591,300) in recognition of the significant contribution Mr. Pawson has made to the Kina Group over the past five years and that his Fixed Remuneration has not been adjusted since he commenced employment on 4 December 2017.

There were no other material changes to Mr. Pawson’s Employment Agreement and his entitlement to participate in the Company’s short-term incentive ( STI ) and long-term incentive ( LTI ) Performance Incentive Plans remains at a STI Target of up to 150% of Mr. Pawson’s Fixed Remuneration and a Target LTI of up to 50% of his Fixed Remuneration. A summary of the key terms of Mr. Pawson’s Employment Agreement is set out in the attached Schedule .

The Kina Board considers the extension of Mr. Pawson’s Employment Agreement will be of material benefit to the Company as it continues to execute its strategy.

Kina’s Chairman, Mr. Isikeli Taureka said “on behalf of the Board, we are delighted that Greg has agreed to extend his Employment Agreement for a further three years. During his tenure as MD & CEO, Kina has grown its business significantly through both organic and non-organic growth. The Board looks forward to continued growth and success under Greg’s leadership.”

ENDS

For further information:

Samantha Miller

Executive General Manager Investor relations, Corporate Affairs and ESG Email: Samantha.miller@kinabank.com.pg Phone: +61 0402 426 767

This Announcement was authorised for release by Kina Securities Limited’s Board of Directors.

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Schedule

Summary of Key Employment Agreement Terms Extension of Mr. Greg Pawson’s Employment Agreement as MD & CEO

Key Term	Details
Fixed Remuneration	A$750,000 (inclusive of Superannuation)
Incentive – Short-Term	Mr. Pawson is eligible for an at-risk short-term incentive (STI) benefit (STI Award) inrespect of each year of the Employment Agreement Term (including the currentfinancial year), for up to 150% of his Fixed Remuneration.The at-risk STI Award is linked to the achievement of both financial and non-financialperformance measures. No STI Award is payable unless a minimum Group Profit AfterTax (NPAT) is achieved.Details of the structure and operation of the STI Award are set out in the RemunerationReport contained in the Company’s 2022 Annual Report.
Incentive – Long-Term	Mr. Pawson is eligible for an at-risk long-term incentive (LTI) benefit (LTI Award) inrespect of each year of the Employment Agreement Term (including the currentfinancial year), for up to 50% of his Fixed Remuneration.Details of the structure and operation of the LTI Award are set out in the RemunerationReport contained in the Company’s 2022 Annual Report.
Termination	Mr. Pawson may terminate the Employment Agreement by giving the Company not lessthan six calendar months’ notice.The Company may at its discretion exercised solely by it, terminate Mr. Pawson’sEmployment Agreement at any time, by giving Mr. Pawson six months’ notice or apayment in lieu (or a combination of both).Mr. Pawson’s Employment Agreement may also be terminated by the Company withimmediate notice, if the State of Papua New Guinea cancels, refuses to renew, orrevokes Mr. Pawson’s visa or work permit.The Company may at its discretion exercised solely by it, terminate Mr. Pawson’sEmployment Agreement at any time, by giving Mr. Pawson immediate notice for actionsby Mr. Pawson which include, without limitation:•becomes a bankrupt or commits any act of bankruptcy or enters into a deed ofassignment, deed of arrangement or composition with his creditors under anybankruptcy Law in any jurisdiction; or•is convicted of a criminal offence.The Company may also terminate Mr. Pawson’s Employment Agreement without noticeor payment in lieu of notice, if Mr. Pawson has committed serious misconduct, whichincludes, without limitation:•wilful or gross neglect or gross negligence in the performance of his duties andresponsibilities; or•serious or repeated breaches of his Employment Agreement; or•any act of dishonesty or fraud.
Restrictive Covenant	On termination of Mr. Pawson’s Employment Agreement, Mr. Pawson will be subject toa restraint of trade period of 12 months.
Commencement Date	4 December 2022
Term	Three Years from 4 December 2022 to 4 December 2025.The Board may, in its discretion, elect to extend the Term for an additional two yearsby giving Mr. Pawson at least six months’ written notice of the extension.

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