AI assistant
KINA SECURITIES LIMITED — Proxy Solicitation & Information Statement 2026
Apr 26, 2026
65205_rns_2026-04-26_9592b9ec-6855-4e29-93ac-baf7fb9b93a7.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
27 April 2026
ASX/PNGX – Announcement
ASX Markets Announcement Office
ASX Limited
Level 27, 39 Martin Place
Sydney NSW 2000
Australia
PNGX Markets
Monian Tower
Office 2, Level 1, Douglas Street
Port Moresby 121
Papua New Guinea
BY ELECTRONIC LODGEMENT
Notice of 2026 Annual General Meeting
Kina Securities Limited (ASX:KSL | PNGX:KSL) (Kina or the Company) attaches the following documents for the 2026 Annual General Meeting of Kina, which will be held at the Hilton Port Moresby Hotel & Residences on Wednesday 27 May 2026 commencing at 8.00 am (Port Moresby time / AEST) (AGM):
- Notice of Meeting
- Sample Proxy Forms (Australia and PNG)
- Virtual Online Meeting Guide
- Question Form
In addition to attending in person, shareholders will be able to attend and participate in the AGM via our online platform
This announcement was authorised for release by the Disclosure Committee.
For further information:
Johnson Kalo
Chief Financial Officer
Email: [email protected]
Phone: +675 7018 0047
Address | Kina Bank Harbour City, Portion 13 Section 44 Allotment 30, Granville Harbour City, PO Box 1141, Port Moresby NCD 121
Contact | +675 308 3800 | +675 308 3899 | [email protected]
SWIFT | KINGPGPG
Website | kinabank.com.pg
kinabank
KINA SECURITIES LIMITED
NOTICE OF ANNUAL GENERAL MEETING
AND EXPLANATORY MEMORANDUM
TO ASSIST SHAREHOLDERS IN THEIR CONSIDERATION OF RESOLUTIONS TO BE PUT AT THE
ANNUAL GENERAL MEETING OF MEMBERS
TO BE HELD AT THE HILTON PORT MORESBY HOTEL & RESIDENCES,
PORT MORESBY, PAPUA NEW GUINEA ON WEDNESDAY, 27 MAY 2026
AT 8:00AM (PORT MORESBY TIME | AEST)
THIS DOCUMENT IS IMPORTANT
This Notice of Meeting and Explanatory Memorandum should be read in their entirety. If you do not understand these documents or are in any doubt as to how to deal with them, you should consult your stockbroker, solicitor, accountant, or other professional adviser immediately.
Shareholder Enquiries:
+61 1300 554 474
Together it's possible
Level 1, Kina Bank Harbour City
Poreporena Freeway, PO Box 1141
Port Moresby, NCD 121
Papua New Guinea
Telephone +675 308 3800
Facsimile +675 308 3899
Email [email protected]
SWIFT KINIPGPG
kinabank.com.pg
kinabank
27 APRIL 2026
Dear Shareholder,
Kina Securities Limited – 2026 Annual General Meeting
On behalf of the Directors of Kina Securities Limited (Company Number: 1-10989 | ARBN 606 168 594) (Kina or the Company), I am pleased to invite you to participate in Kina's 2026 Annual General Meeting (AGM or Meeting), to be held at the Hilton Port Moresby Hotel & Residences (Tabubil, Hekari & Sisibia Rooms) on Wednesday, 27 May 2026 commencing at 8:00am (Port Moresby time | AEST). Shareholders are invited to attend the AGM in person or to view the Meeting via our online platform.
Accessing the Notice of Meeting and Voting Form
The formal Notice of Meeting has been released to ASX and PNGX and can also be accessed from our website at https://investors.kinabank.com.pg/Investors/?page=agm.
Your personalised Voting Form and a Question Form are enclosed with this letter.
Participating in the AGM
In addition to attending in person, shareholders will be able to attend and participate in the AGM via our online platform at https://meetings.openbriefing.com/KSL26 (Online Platform). Shareholders will be able to view the Meeting presentations, vote in real time and ask questions live during the meeting through the Online Platform.
You may submit questions prior to the AGM by logging into the MUFG Corporate Markets (AU) Limited website at https://au.investorcentre.mpms.mufg.com and following the instructions or submitting the enclosed AGM Question Form by 5:00pm (Port Moresby time | AEST) on Wednesday, 20 May 2026. Shareholders may also vote before the AGM online via the MUFG Corporate Markets (AU) website or by lodging the enclosed Voting Form no later than 8:00am (Port Moresby time | AEST) on Monday, 25 May 2026.
Further details on how to participate in the AGM, including how to ask questions and vote via the Online Platform, are set out in the Notice of Meeting and Virtual Meeting Online Guide (Online Guide). The Online Guide has been released to ASX and PNGX and is available at https://investors.kinabank.com.pg/Investors/?page=agm.
I encourage you to read the Notice of Meeting (including the Explanatory Memorandum) and to vote in advance of the AGM, even if you intend to join us on the day. Subject to the abstentions noted in the Explanatory Memorandum, the Directors unanimously recommend that Shareholders vote in favour of Resolutions 1, 2, 3, 5 and 6. The Board does not make a recommendation in relation to Resolution 4.
On the day of the AGM, it is recommended that Shareholders and proxyholders log into the Online Platform at least 15 minutes prior to the scheduled start time of 8:00am (Port Moresby time | AEST). To access the Online Platform:
- Shareholders will need their Security holder Reference Number (SRN) or Holder Identification Number (HIN), which can be found on your Voting Form; and
- proxyholders will need their proxy code; which MUFG Corporate Markets (AU) will provide via an email no later than 24 hours before the start of the AGM.
Thank you for your continued support of Kina and I look forward to your participation and the opportunity to engage with you at the AGM.
Yours faithfully,
Ian Clough
Chairman
Together it's possible
Level 1, Kina Bank Harbour City
Poreporena Freeway, PO Box 1141
Port Moresby, NCD 121
Papua New Guinea
Telephone +675 308 3800
Facsimile +675 308 3899
Email [email protected]
SWIFT KINIPGPG
kinabank.com.pg
Notice of Annual General Meeting
Kina Securities Limited (Company Number: 1-10989 | ARBN 606 168 594)
Notice is hereby given that the Annual General Meeting (AGM or Meeting) of Shareholders of Kina Securities Limited (Kina or the Company) will be held on:
Date: Wednesday, 27 May 2026
Time: 8:00am (Port Moresby time | AEST)
Venue: Hilton Port Moresby Hotel & Residence (Tabubil, Hekari & Sisibia Rooms), Wards Road, Hohola, Port Moresby, 121 Papua New Guinea
Online: https://meetings.openbriefing.com/KSL26
The Explanatory Memorandum attached to this Notice of Meeting provides additional information on matters to be considered at the AGM and is hereby incorporated into and forms part of this Notice of Meeting.
GENERAL BUSINESS
Receipt of the 2025 AGM Minutes
To receive, consider, and accept the Minutes of the Annual General Meeting held on 10 June 2025, as a correct record of the Meeting.
ORDINARY BUSINESS
Receipt of the financial statement and reports
To receive the 2025 Annual Report, including the Financial Statements, Directors' Report and Auditor's Report for the Company and its subsidiaries for the year ended 31 December 2025. A copy of Kina's 2025 Annual Report can be downloaded from Kina's website at https://investors.kinabank.com.pg/Investors/?page=Reports-and-Presentations.
RESOLUTIONS
Resolution 1 Re-election of Director - Mr. Nilkare
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:
"That Mr. Robert K. Nilkare, OBE OL, who retires in accordance with Article 70.5 of the Constitution and being eligible, hereby offers himself for re-election, is re-elected as a Director of the Company."
Resolution 2 Re-election of Director - Mr. Heim
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:
"That Mr. Lutz Heim, who retires in accordance with Article 70.5 of the Constitution and being eligible, hereby offers himself for re-election, is re-elected as a Director of the Company."
Resolution 3 Appointment of Auditor
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:
"That, in accordance with Section 190 of the Papua New Guinea Companies Act 1997 (Companies Act) and for all other purposes, Deloitte Touche Tohmatsu be appointed as the Auditor of the Company commencing at the end of this Meeting until the next Annual General Meeting of the Company, and being eligible to do so, offer themselves for reappointment and that, in accordance with Section 191 of the Companies Act, the Directors be authorised to fix the remuneration and expenses of the Auditor."
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
Resolution 4 Approval of the Directors' Fee Pool
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:
"That, for the purposes of clause 72 [directors' remuneration clause] of the Constitution, PNGX Listing Rules 14.24 and 14.25 and ASX Listing Rules 10.17 and 10.17A respectively, shareholders approve the maximum aggregate amount of fees payable to all non-executive directors of the company (including any subsidiary of the company) to be set at, or increased to, AUD1,780,000 per annum (the 'directors' fee pool'), effective 1 January 2027."
The directors' fee pool includes all fees payable to non-executive directors in their capacity as directors, including board and committee fees and any superannuation contributions required by law.
Voting Exclusion Statement
-
The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:
a) each director of the company; or
b) an associate of that person (or those persons). -
However, this does not apply to a vote cast in favour of Resolution 4 by:
a) a person as proxy or attorney for a person who is entitled to vote on Resolution 4 in accordance with directions given to the proxy or attorney to vote on Resolution 4 in that way; or
b) the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 4 in accordance with a direction given to the Chairman of the Meeting to vote on Resolution 4 as the Chairman of the Meeting decides; or
c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 4; and
ii) the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 5 Grant of performance rights to Managing Director and Chief Executive Officer for FY2025
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:
"That, for the purposes of ASX Listing Rule 10.14 and PNGX Listing Rules 11.7 and for all other purposes, the issue of 246,817 Performance Rights under the Kina Performance Rights Plan - FY2025 Short Term Incentive Award and 423,114 Performance Rights under the Kina Performance Rights Plan - FY2025 Long Term Incentive Award to the Managing Director and Chief Executive Officer, Mr Ivan Vidovich, for the financial year ended 31 December 2025, in accordance with the rules of the Kina Performance Rights Plan, is approved."
Voting Exclusion Statement
-
The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:
a) a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 and PNGX Listing Rules 11.7 who is eligible to participate in the Kina Performance Rights Plan - Short Term Incentive Award or the Kina Performance Rights Plan - Long Term Incentive Award; or
b) an associate of that person (or those persons). -
However, this does not apply to a vote cast in favour of Resolution 5 by:
a) a person as proxy or attorney for a person who is entitled to vote on Resolution 5 in accordance with directions given to the proxy or attorney to vote on Resolution 5 in that way; or
b) the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 5 in accordance with a direction given to the Chairman of the Meeting to vote on Resolution 5 as the Chairman of the Meeting decides; or
c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 5; and
ii) the holder votes on Resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way.
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
Resolution 6 Approval of the Kina Performance Rights Plan
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
"That for the purposes of ASX Listing Rule 7.2, exception 13, and PNGX Listing Rule 11.7 and all other purposes, the Kina Performance Rights Plan, as described in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting, and the issue of securities under the Kina Performance Rights Plan, be approved."
Voting Exclusion Statement
-
The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:
a) any person who is eligible to participate in the Kina Performance Rights Plan; and
b) an associate of that person (or those persons). -
However, this does not apply to a vote cast in favour of Resolution 6 by:
a) a person as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with the directions given to the proxy or attorney to vote on Resolution 6 in that way; or
b) the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 6, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman of the Meeting decides; or
c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 6; and
ii) the holder votes on Resolution 6 in accordance with directions given by the beneficiary to the holder to vote in that way.
ANY OTHER BUSINESS
To consider any other business of the day.
VOTING PROCEDURES AT THE AGM
All resolutions will be by poll
In accordance with Article 55.1 of the Constitution, the Chairman intends to demand a poll on each of the resolutions proposed at the AGM.
Direct voting
In accordance with Article 53.3 of the Constitution, the Directors, including the Chairman:
a) have determined that at the AGM, a Shareholder who is entitled to attend and vote on a resolution at the AGM is entitled to a direct vote in respect of that resolution; and
b) have approved the use of MUFG's online platform as the means by which Shareholders may deliver their direct vote.
Casting your direct vote in real time using MUFG's online platform
To facilitate Shareholder participation, and in accordance with his powers under Article 53.3 of the Constitution, the Chairman has determined that all Shareholders will have the opportunity to participate in the AGM through MUFG's online platform at https://meetings.openbriefing.com/KSL26, where all Shareholders will be able to view the AGM live, lodge a direct vote in real time and ask questions online.
Eligibility to Vote
In accordance with Section 106 of the Companies Act and Article 58 of the Constitution, the Board has determined that persons who are registered holders of Shares of the Company as at 8:00am (Port Moresby time | AEST) on Monday, 25 May 2026, being two days before the date of Meeting, will be entitled to participate and vote at the AGM as a Shareholder.
If more than one joint holder of Shares is present at the AGM (whether online or by proxy) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
How to Vote
Direct vote - prior to the AGM
In accordance with Clause 5 of Schedule 2 of the Companies Act, Shareholders will be able to vote on resolutions to be considered at the meeting at any time between the date of this Notice of Meeting and 8.00am (Port Moresby time | AEST) on Monday, 25 May 2026. For details about how you can submit your Voting Form, please refer to the section below titled Submitting your Voting Form prior to the AGM.
Direct vote - during the AGM using MUFG's online platform
Shareholders participating in the meeting using MUFG's online platform at https://meetings.openbriefing.com/KSL26 will be able to vote directly at any time between the commencement of the AGM at 8:00am (Port Moresby time | AEST) on Wednesday, 27 May 2026, and the closure of voting as announced by the Chairman during the AGM.
More information regarding online participation at the AGM (including how to vote and ask questions online during the AGM) is available in the Virtual Meeting Online Guide (Online Guide). The Online Guide will be filed with the ASX and PNGX and will also be available on our website at https://investors.kinabank.com.pg/Investors/?page=agm. To ensure your browser is compatible, please follow the instructions in the Online Guide - we recommend confirming this prior to determining whether to participate in the AGM using MUFG's online platform.
If you lodge a direct vote, you are voting directly and are not appointing a third party, such as a proxy, to act on your behalf. Kina's Direct Voting Regulations governing direct voting are available on Kina's website at https://investors.kinabank.com.pg/Investors/?page=agm. By submitting a direct vote, you agree to be bound by Kina's Direct Voting Regulations.
Appointment of Proxy
If you are a Shareholder entitled to participate and vote at the AGM, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with Clause 9 of Schedule 2 of the Companies Act to exercise its powers as proxy during the AGM.
A proxy need not be a Shareholder of the Company.
A Shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the Shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the Shareholder's votes.
If you wish to appoint a proxy, please fill out, sign, and return the Voting Form as directed by the notes on the Voting Form.
Submitting your Voting Form prior to the AGM
To be effective, the Voting Form must be received by the Company in the manner set out below.
The Chairman of the Meeting's decision on the validity of a direct vote or vote cast by a proxy, is conclusive and the Company reserves the right to declare invalid any Voting Form not received in this manner.
For your proxy or direct vote prior to the AGM to be effective, your completed Voting Form must be received by MUFG no later than 8.00am (Port Moresby time AEST) on Monday, 25 May 2026. After this time, you will still be able to vote during the AGM by submitting your direct vote during the Meeting using MUFG Corporate Market's online platform.
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
Voting Forms must be received before that time by one of the following methods:
| Australia | PNG | |
|---|---|---|
| By post: | Kina Securities Limited | |
| C/- MUFG Corporate Markets (AU) Limited | ||
| Locked Bag A14 | ||
| Sydney South NSW 1235 Australia | Kina Securities Limited | |
| C/- PNG Registries Limited | ||
| PO Box 1265 | ||
| Port Moresby NCD | ||
| Papua New Guinea | ||
| By facsimile: | +61 2 9287 0309 | +675 321 6379 |
| By delivery in person: | MUFG Corporate Markets (AU) Limited | |
| Parramatta Square | ||
| Level 22, Tower 6 | ||
| 10 Darcy Street, Parramatta NSW 2150 | PNG Registries Limited | |
| Level 4, Cuthbertson House | ||
| Cuthbertson Street | ||
| Port Moresby NCD | ||
| Online / Email: | https://au.investorcentre.mpms.mufg.com | [email protected] |
| All enquiries to (telephone): | +61 1300 554 474 | +675 321 6377 or 321 6378 |
Power of Attorney
A Proxy Form and the original Power of Attorney (if any) under which the Proxy Form is signed (or a certified copy of that Power of Attorney or other authority) must be received by the Company no later than 8.00am (Port Moresby time | AEST) on Monday, 25 May 2026 being 48 hours before the AGM.
Impact of your Proxy Appointment on your Proxy Voting Instructions
If you appoint the Chairman of the Meeting as your proxy, or the Chairman becomes your proxy by default, and you do not direct your proxy how to vote on the resolutions, then by submitting the proxy appointment you will be expressly authorising the Chairman to exercise your proxy on the relevant resolution.
The Chairman's voting intentions
The Chairman intends to vote undirected proxies on, and in favour of, each of the proposed resolutions.
Questions from Shareholders
Shareholders who are unable to attend or participate in the Meeting via the online platform, may prefer to register questions in advance, and are invited to do so. Please log onto https://au.investorcentre.mpms.mufg.com, select 'Voting' then click 'Ask a Question', or alternatively submit the AGM Question Form located on our website.
To allow time to collate questions and prepare answers, please submit any questions by 5:00pm (Port Moresby time | AEST) on Wednesday, 20 May 2026, (being no later than the fifth Business Day before the AGM is held).
Questions will be collated and during the AGM, the Chairman will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to Shareholders.
By order of the Board of Directors

Johnson Kalo
Chief Financial Officer and Company Secretary
27 April 2026
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
Explanatory Memorandum
This Explanatory Memorandum has been prepared to assist Shareholders of the Company (Shareholders) in considering each of the Resolutions set out in the Company's Notice of Annual General Meeting. This Explanatory Memorandum forms part of the Company's Notice of Annual General Meeting to be held on Wednesday, 27 May 2026 at 8:00am (Port Moresby time | AEST).
The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the Resolutions. The Company's Notice of Annual General Meeting and this Explanatory Memorandum should be read in their entirety and in conjunction with each other.
Subject to the abstentions noted below, the Directors unanimously recommend Shareholders vote in favour of Resolutions 1, 2, 3, 5 and 6. The Board does not make a recommendation in relation to Resolution 4. The Chairman of the Meeting intends to vote all available undirected proxies in favour of each Resolution.
Resolutions 1,2,3,4,5 and 6 are Ordinary Resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the Resolution.
BACKGROUND TO THE ITEMS OF BUSINESS
GENERAL BUSINESS
Receipt of the 2025 AGM Minutes
The Chairman will table the minutes of the 2025 AGM held 10 June 2025, as a correct record of the 2025 Annual General Meeting.
Receipt of the financial statements and reports
The 2025 Annual Report, including the Financial Statements, Director's Report and the Auditor's Report included in the 2025 Annual Report (Reports) for the Company and its subsidiaries for the year ended 31 December 2025 can be downloaded from Kina's website at https://investors.kinabank.com.pg/Investors/?page=Reports-and-Presentations and has been sent to those Shareholders who requested a copy.
Neither the Companies Act nor the Company's Constitution requires Shareholders to vote on the Reports. However, Shareholders will be given a reasonable opportunity to ask questions on the Reports at the Meeting.
Following consideration of the Reports, the Chairman will give Shareholders a reasonable opportunity to ask questions about, or comment on the management and operations of, the Company more generally.
The Chairman will also give Shareholders a reasonable opportunity to ask the Auditor questions relevant to:
a) the conduct of the audit;
b) the preparation and content of the Independent Auditor's Report;
c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
d) the independence of the Auditor in relation to the conduct of the audit.
In addition to asking questions during the Meeting, Shareholders may address written questions to the Chairman of the Meeting about the Reports or the management and operations of the Company or to the Company's Auditor, Deloitte, using the AGM Question Form as outlined above.
RESOLUTIONS
Resolution 1 Re-election of Director – Mr. Robert K Nilkare, OBE OL
Background
In accordance with ASX Listing Rule 14.4, PNGX Listing Rule 6.9.1 and Article 70.5 of the Constitution, the Board may appoint a Director to fill a vacancy on the Board. A director appointed to fill the vacancy must not hold office (without re-election) past the next annual meeting of the Company at which the director will be eligible for re-election. If Shareholders do not approve the re-election of Mr. Nilkare, then he will cease to be a Director of the Company at the conclusion of the AGM. Mr Nilkare was appointed to the Board in August 2025 and has not been approved at an annual meeting of the Company.
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
97106988.1
Director Profile
Mr. Robert K Nilkare, OBE OL, was appointed as a Non-Executive Director of Kina Securities Limited on 22 August 2025 and offers himself for re-election in accordance with the Company's Constitution. Mr. Nilkare brings extensive leadership and governance experience and a deep understanding of Papua New Guinea, including from his former role as PNG Country Manager- Government and Corporate Stakeholder Interface at New Britain Palm Oil Limited, one of Papua New Guinea's largest private-sector employers. His previous senior roles include President of the Business Council of Papua New Guinea, Executive Advisor and Project Manager at Kumul Consolidated Holdings, Acting Chief Executive Officer and Board Director of PNG Ports Corporation Limited. Mr. Nilkare holds a Bachelor of Commerce from Bond University and is a graduate of the General Manager Programs at the Australian Graduate School of Management. He is currently a Non-Executive Director of Brian Bell & Co. Limited, a Non-Executive Director of the National Petroleum Authority in PNG and Chairman of the PNG Palm Oil Producers Association. The Board considers that Mr. Nilkare's experience, skills and leadership continue to make a valuable contribution to the Board and therefore recommends his re-election as a Non-Executive Director.
Mr Nilkare is a member of the Board Remuneration & Nomination Committee.
Prior to submitting himself for re-election, Mr. Nilkare confirmed that he would continue to have sufficient time to properly fulfil his duties and responsibilities to the Company.
Board Recommendation
The Board supports the re-election of Mr. Nilkare, as he will continue to contribute to the Board's significant experience in the areas of leadership, commercial business operations and governance.
For the reasons set out above, the Directors, with Mr. Robert Nilkare abstaining, recommend Shareholders vote in favour of Resolution 1.
Resolution 2 Re-election of Director – Mr. Lutz Heim
Background
In accordance with ASX Listing Rule 14.4, PNGX Listing Rule 6.9.1 and Article 70.5 of the Constitution, the Board may appoint a Director to fill a vacancy on the Board. A director appointed to fill the vacancy must not hold office (without re-election) past the next annual meeting of the Company at which the director will be eligible for re-election. If Shareholders do not approve the re-election of Mr. Heim, then he will cease to be a Director of the Company at the conclusion of the AGM. Mr Heim was appointed to the Board in August 2025 and has not been approved at an annual meeting of the Company.
Director Profile
Mr. Lutz Heim has served as a Non-Executive Director of Kina Securities Limited since 22 August 2025 and offers himself for re-election in accordance with the Company's Constitution. Mr. Heim is a seasoned professional with extensive experience in Papua New Guinea's financial, governance and public enterprise sectors, having previously served as Chief Operating Officer of Kumul Consolidated Holdings and as a Tax and Corporate Finance Partner at Deloitte PNG. He holds a Bachelor of Economics and a Postgraduate Diploma in Accounting from Flinders University, South Australia. Mr. Heim currently serves on the Boards of St John Ambulance PNG and Kumul Hotels Limited and has previously been a Director of Nambawan Super Limited and First Investment Finance Limited. The Board considers that Mr. Heim's financial expertise, governance experience and deep understanding of the PNG operating environment continue to make a valuable contribution to the Board and recommends his re-election as a Non-Executive Director.
Mr Heim is a member of the Board Audit Committee and the Board Risk Committee.
Prior to submitting himself for re-election, Mr. Heim confirmed that he would continue to have sufficient time to properly fulfil his duties and responsibilities to the Company.
Board Recommendation
The Board supports the re-election of Mr. Heim, as he will continue to contribute to the Board's significant experience in the areas of leadership, finance and governance.
For the reasons set out above, the Directors, with Mr. Lutz Heim abstaining, recommend Shareholders vote in favour of Resolution 2.
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
Resolution 3 Appointment of Auditor
This resolution is to appoint the Company's Auditor, Deloitte Touche Tohmatsu, to hold office from the conclusion of this Meeting until the conclusion of the Company's next Annual General Meeting, and to authorise the Directors to fix the fees and expenses of the Auditor, and is formally put to Shareholders, in accordance with Sections 190 - 191 of the Companies Act.
The Directors recommend Shareholders vote in favour of Resolution 3.
Resolution 4 Directors' Fee Pool
Background
The Board periodically reviews the remuneration framework for Non-Executive Directors to ensure it remains appropriate, competitive and aligned with the Company's governance obligations and strategic requirements as a dual-listed entity. The Company's Constitution requires shareholder approval of the maximum aggregate amount payable to Non-Executive Directors and the proposed resolution seeks to increase the Director's Fee Pool by $500,000 from an amount of AUD1,280,000M to an aggregate amount of AUD1,780,000.
The Director's Fee Pool has not increased since Kina was listed on the ASX and PNGX on 30 July 2015 and since that time, the size, complexity and risks have significantly increased. The proposed increase will allow Kina to:
- remain competitive with comparable companies in order to attract and retain high quality and suitability qualified Non-Executive Directors;
- ensure that it is able to continue to maintain a high standard of corporate governance oversight; and
- manage future appointments noting that Kina is currently undertaking a Board renewal process and this will allow for the potential of overlapping terms of Non-Executive Directors having regard to the Board skills matrix.
An independent review of the directors' fees was undertaken in 2026. The Board intends to implement the recommendations of the review by increasing the fees paid to directors with effect from 1 January 2027. The proposed increase will utilise a small portion of the $500,000 requested increase in the Director Fee Pool. If this resolution is not approved, the Director's Fee Pool will remain at AUD1.28M and the Board will not have the flexibility described above.
Details of the fees paid to Non-Executive Directors are included in the 2025 Remuneration Report at pages 44-45 of the Annual Report. As required by ASX Listing Rule 10.17, the Company confirms that no securities have been issued to any Non-Executive Director of Kina under ASX Listing Rules 10.11 or 10.14 with Shareholder approval at any time within the last three years.
Why is Shareholder approval being sought?
Shareholder approval is required under the Company's Constitution, which provide that the aggregate amount of remuneration payable to all Non-Executive Directors must be approved by shareholders and must not be exceeded. In addition, as a company listed on PNGX and ASX, the Company is required under the PNGX Listing Rules 14.24 and ASX Listing Rules 10.17 and 10.17A to obtain shareholder approval to set or increase the maximum aggregate amount of Non-Executive Director fees, including fees paid by the Company and its subsidiaries.
Given the interests of the Directors in this item, the Board makes no recommendation in relation to Resolution 4.
Resolution 5 Grant of Performance Rights to Managing Director and Chief Executive Officer for FY2025
Background
Shareholders are asked to vote on whether Mr. Ivan Vidovich, the Company's Managing Director and Chief Executive Officer (MD&CEO), should receive Performance Rights as part of his remuneration for the financial year ended 31 December 2025.
The Board believes that the MD&CEO's remuneration should be aligned to the long-term interests of Shareholders. Accordingly, the Board believes that the MD&CEO should maintain a shareholding in Kina and that part of his remuneration should be in the form of equity that vests if certain conditions or hurdles are achieved.
The proposed awards of Performance Rights will be made under the Kina Performance Rights Plan (Plan) - Short Term Incentive (STI) Award and the Kina Performance Rights Plan - Long Term Incentive (LTI) Award.
Each Performance Right represents a right to be issued an ordinary share on a one-for-one basis in the Company (Share) at a future point in time subject to the satisfaction of any conditions relating to vesting, performance hurdles
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
and/or exercise. The STI and LTI Performance Rights are issued with a nil exercise price. No amount is payable by the MD & CEO to exercise the Performance Rights once the applicable vesting conditions have been satisfied.
Why is Shareholder approval being sought?
Shareholder approval is being sought to satisfy ASX Listing Rule 10.14 and PNGX Listing Rule 11.7, which requires Shareholder approval if a director is issued securities under an employee incentive scheme. Accordingly, before any securities may be granted to the MD & CEO, the grants must first be approved by Shareholders.
If Shareholders approve Resolution 5, the Company will be able to proceed with the issuance to Mr Vidovich of:
a) 246,817 Performance Rights in relation to his FY2025 STI Award; and
b) 423,114 Performance Rights in relation to his FY2025 LTI Award, on the terms and conditions as set out in this Notice.
If Shareholders do not approve Resolution 5, the proposed issuance of the above Performance Rights to Mr Vidovich will not proceed, and the Board would need to consider alternative remuneration arrangements.
Further details of Mr Vidovich's remuneration package are set out in the Remuneration Report contained in the Company's 2025 Annual Report, available on Kina's website at:
https://investors.kinabank.com.pg/Investors/?page=Reports-and-Presentations.
Proposed grant of Performance Rights
FY2025 - STI
Determination of FY2025 STI Award
The Board determined Mr Vidovich's FY2025 STI Award based on the performance of the Company and Mr Vidovich for the financial year ended 31 December 2025 (FY2025). Mr Vidovich is eligible for a STI Award of up to 150% of his fixed base salary. It is intended that Mr Vidovich's FY2025 STI Award will be issued as 65% cash and 35% Performance Rights, subject to Shareholder approval.
Mr Vidovich's potential STI Award is determined based on a number of financial and non-financial key performance indicators (KPIs). These include achievement against the Board approved budget for the Performance Period, specific targets for net interest margins, income expense ratios, and growth in various parts of the business. Mr Vidovich's performance is also measured against the Group's ability to comply with legislative and regulatory requirements set by the Bank of Papua New Guinea. The Performance Period for the FY2025 STI Award was 1 January 2025 to 31 December 2025 inclusive.
The Board has assessed that based on the performance of the Company and Mr Vidovich for FY2025, he will be awarded a STI Award equal to 125% of his base salary of $700,000, being $875,000, which will be paid as $568,750 in cash (65%) and $306,250 in Performance Rights (35%), subject to Shareholder approval.
Calculating the number of Performance Rights for the FY2025 STI Award
The number of Performance Rights to be allocated is then determined by dividing the monetary amount of Performance Rights by the 10 trading day volume weighted average price (10-day VWAP) of Kina Shares up to 31 December 2025 for the Performance Period. The Performance Rights are subject to vesting conditions, as set out below.
Accordingly, Shareholder approval is sought for the issuance of 246,817 Performance Rights (being the cash value of Mr Vidovich's FY2025 STI Performance Rights Award of A$306,250, divided by the issue price of A$1.2408 per share, being the 10-day VWAP of Kina Shares up to 31 December 2025).
Vesting period and conditions for the FY2025 STI Award
Performance Rights granted under the STI Award have a vesting period of two years from grant date. Vesting is conditional on the recipient remaining in employment for the two-year period. Therefore, provided Mr Vidovich remains employed by the Company two years after the grant date, 100% of the Performance Rights granted under the FY2025 STI Award will automatically vest on that date without any action required by MD & CEO. Note that the cash component of his STI is paid following Board approval of the STI for the relevant year (ie, there is no two-year deferral period or further conditions applicable to the cash STI payment). Performance Rights that do not vest at the end of the vesting period will automatically lapse and be forfeited, without payment of any consideration and with no entitlement to Shares or other benefits.
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
FY2025 - LTI
Determination of FY2025 LTI Award
Under his contract, Mr Vidovich is eligible for a LTI Award of up to 50% of his fixed base salary, determined based on a number of financial and non-financial KPIs for the Performance Period. The Performance Period for the FY2025 LTI Award was 1 January 2025 to 31 December 2025 inclusive.
The Board has assessed that based on the performance of the Company and his own personal performance for FY2025, Mr Vidovich be awarded a LTI equal to 75% of his base salary of $700,000, being A$525,000 in Performance Rights, subject to Shareholder approval. This one-time increase does not represent a change to his contractual arrangements but is in recognition of his strong performance and the positive impact that he has had during his first year as CEO.
Calculating the number of Performance Rights for the FY2025 LTI Award
The number of Performance Rights to be allocated is then determined by dividing the monetary amount of Performance Rights by the 10-day VWAP of Kina Shares up to 31 December 2025 for the Performance Period. The Performance Rights are subject to vesting conditions, as set out below.
Accordingly, Shareholder approval is sought for the issuance of 423,114 Performance Rights (being the cash value of Mr Vidovich's FY2025 LTI Performance Rights Award of A$525,000, divided by the issue price of A$1.2408 per share, being the 10-day VWAP of Kina Shares up to 31 December 2025).
Vesting conditions for the FY2025 LTI Award
The Performance Rights are subject to two separate performance hurdles:
| Earnings per share (EPS) hurdle | Relative total shareholder return (TSR) hurdle |
|---|---|
| 50% of the Performance Rights | 50% of the Performance Rights |
| Earnings per share growth targets (EPS Hurdle) for the relevant Vesting Period (defined below) are met | Total Shareholder Return targets (TSR Hurdle) for the relevant Vesting Period are met |
The EPS Hurdle and TSR Hurdle are considered appropriate measures of performance as they are intended to drive longer-term company performance.
- EPS Hurdle
The EPS Hurdle has been determined with reference to the macroeconomic environment, relevant benchmarks, and the Company's strategy.
No Performance Rights will vest if the compound annual growth rate of the EPS is below 5% over the applicable Vesting Period.
The number of Performance Rights to vest at the end of the Vesting Period under the EPS Hurdle will be determined based on the table below:
| EPS Performance | Vesting outcome |
|---|---|
| <5% compound annual growth of EPS | Nil vesting |
| 5% | 50% vesting |
| >5% and <10% | Pro-rata between 50% to 100% |
| 10% | 100% vesting |
- TSR Hurdle
50% of the Performance Rights will be subject to a relative TSR Hurdle, which compares the TSR performance of the Company with each of the entities in a comparator group within the S&P/ASX200 as determined by the Board. The group of companies is selected based on their operations in a similar industry.
In order for the Performance Rights to vest under the TSR Hurdle, the TSR of the Company measured over the applicable Vesting Period is compared to the average TSR of the comparator group over that period (Relative TSR Performance).
No Performance Rights will vest if the Relative TSR Performance of the Company is below the 50th percentile.
The number of Performance Rights to vest at the end of the Vesting Period under the TSR Hurdle will be determined based on the table below:
KINA SECURITIES LIMITED (COMPANY NO.1-10989) ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
| Relative TSR Performance | Vesting outcome |
|---|---|
| Below 50th percentile | Nil vesting |
| At 50th percentile | 50% vesting |
| Between 50th and 75th percentiles | Pro-rata between 50% to 100% |
| Above 75th percentile | 100% vesting |
Vesting period for the FY2025 LTI Award
Performance Rights granted under the LTI Award have a vesting period of three years commencing 1 April in the year granted (Vesting Period). At the end of the Vesting Period, the number of Performance Rights to vest under the EPS Hurdle and TSR Hurdle, respectively, will be calculated as described above. Vesting is also conditional on the recipient remaining in employment for the three-year period. The Performance Rights will automatically vest, without any action required by the MD & CEO, upon the Board determining that the applicable performance and/or service vesting conditions have been satisfied (or waived, where permitted). Performance Rights that do not vest at the end of the vesting period will automatically lapse and be forfeited, without payment of any consideration and with no entitlement to Shares or other benefits.
Further information
ASX Listing Rule 10.14 and PNGX Listing Rule 11.7, provide that a listed company may only permit a director to acquire shares or rights to shares under an employee incentive scheme where that director's participation has been approved by an ordinary resolution of Shareholders.
Details of any securities issued under the Plan will be published in the Annual Report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14 and PNGX Listing Rule 11.7
In accordance with the ASX and PNGX Listing Rules, the following information is provided in relation to both the STI and LTI:
- The number of Performance Rights which will be issued to Mr Vidovich, subject to Shareholder approval, is as follows:
- FY2025 STI Award – 246,817 Performance Rights; and
-
FY2024 LTI Award – 423,114 Performance Rights.
-
The Performance Rights will be allocated at no cost to Mr Vidovich and the Board has determined that no amount is payable by Mr Vidovich on the vesting of each Performance Right or exercise of any Performance Rights granted under the Plans.
-
Upon satisfaction of the performance hurdles/vesting conditions set by the Board, the Performance Rights will vest, and shares will be allocated or issued on a one-for-one basis.
-
There are no loans to be granted to Mr Vidovich in connection with his participation in either the Kina Performance Rights Plan - STI Award or the LTI Award.
-
Under the Performance Rights Plan, the Board has the discretion to forfeit awards or recover value already received where a Participant has acted fraudulently or dishonestly, wilfully breached their obligations, committed gross misconduct, or breached dealing or trading restrictions.
-
Subject to applicable law, the Board has discretion in connection with change of control events and may determine that the manner in which the Performance Rights will be dealt with.
-
Mr. Vidovich is the only Director of Kina entitled to participate in the Plan. If Shareholders vote in favour of Resolution 5, no additional Director (or other person covered by ASX Listing Rule 10.14 and PNGX Listing Rule 11.7) who becomes entitled to participate in the Plan after the approval of this Resolution 5, will participate until approval for such participation is obtained under ASX Listing Rule 10.14 and PNGX Listing Rule 11.7.
-
If Shareholder approval is obtained, the issue of Performance Rights (and, upon vesting, the Shares underlying the Performance Rights) will be approved for the purposes of all applicable requirements under the ASX and PNGX Listing Rules and all other purposes.
-
In accordance with ASX Listing Rule 10.15.7, subject to Shareholder approval being received, Kina will issue the Performance Rights to be granted for FY2025 no later than three years after the date of the 2026 AGM, being 27 May 2029.
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
-
Approval of Resolution 5 will result in the grant of Performance Rights to Mr Vidovich falling within ASX Listing Rule 7.2, exception 14. If Shareholder approval is given for the issue of securities under ASX Listing Rule 10.14 and PNGX Listing Rule 11.7, approval is not required under ASX Listing Rule 7.1.
-
A voting exclusion applies to these Resolutions, as set out in the Notice of Meeting.
-
The current total remuneration package for FY2025 for Mr Vidovich as set out in his contract is:
| Fixed base salary | Variable STI^{1} | Variable LTI^{2} | Total^{3} |
|---|---|---|---|
| 700,000 | 1,050,000 | 350,000 | 2,100,000 |
(1) Up to a maximum of 150% of fixed base salary.
(2) Up to a maximum of 50% of fixed base salary.
(3) Total potential reward based on 100% achievement of STI and LTI.
- The number of Performance Rights issued to Mr Vidovich at $nil cost since listing of the Company on 30 July 2015 are as follows:
| Awards Granted | Awards Vested | Converted to Shares | Lapsed / Forfeited | Current Balance |
|---|---|---|---|---|
| 1,039,949 | 357,159 | 357,159 | 170,812 | 511,978 |
- A summary of the material terms of the Kina Performance Rights Plan is included in Schedule 1.
Board Recommendation
- The Non-Executive Directors consider that it is important to be able to attract and retain experienced and capable CEOs and the grant of Performance Rights to Mr Vidovich is appropriate taking into account his level of experience and contributions to the Company.
- The ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th edition) note that equity-based remuneration can be an effective form of remuneration for executives when linked to hurdles that are aligned to short, medium and longer-term objectives.
For the reasons set out above, the Directors, with Mr Vidovich abstaining, recommend Shareholders vote in favour of Resolutions 5.
Resolution 6 Approval of the Kina Performance Rights Plan
Background
ASX Listing Rule 7.1 and PNGX Listing Rule 11.7 provide that a listed company must not, without prior approval of its shareholders, issue or agree to issue securities if the number of securities issued or agreed to be issued, or when aggregated with the number of securities issued by the company during the 12 months immediately preceding the date of issue or agreement, exceeds 15% of the number of shares on issue at the start of that 12-month period.
ASX Listing Rule 7.2, exception 13 provides an exception to Listing Rule 7.1 such that an issue under an employee incentive scheme is not calculated as part of the 15% limitation if, within three years before the date of issue one of the following occurred:
- in the case of a scheme established before the entity was listed, a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the Prospectus; or
- ordinary shareholders approved the issue of equity securities under the scheme as an exception to Listing Rule 7.1 in accordance with the Listing Rules.
The terms of the Kina Performance Rights Plan (Plan) were set out in the Prospectus dated 2 July 2015 in relation to the Company's Listing on ASX. A summary of the terms of the Plan is set out in Schedule 1 for ease of reference. A copy of the Plan was released to ASX on 30 July 2015, being the date that Kina was admitted to the Official List of the ASX. The Plan was last approved by Shareholders at the AGM held on 9 June 2023. Accordingly, the exception under ASX Listing Rule 7.2, exception 13(b) will cease to be available for issues of securities under the Plan, unless Shareholders approve this Resolution 6.
The exception under ASX Listing Rule 7.2, exception 13(b) is only available to the extent that:
- any issue of Performance Rights under the Plan does not exceed the maximum number of Performance Rights proposed to be issued as set out in this Notice of Meeting and Explanatory Memorandum (Equity Cap); and
- there is no material change to the terms of the Plan.
The Board has approved (subject to Shareholder approval) an Equity Cap for the purposes of Listing Rule 7.2, exception 13(b) for the three years following Shareholder approval (if given) of 6,800,000 Performance Rights, excluding any Performance Rights to be issued to the CEO, for which separate shareholder approval would be sought.
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
Given the proposed Equity Cap, Kina is now seeking Shareholder approval for the purpose of ASX Listing Rule 7.2, exception 13(b) to ensure this exception continues to apply to the Plan.
If Shareholders approve Resolution 6:
- the maximum number of Performance Rights proposed to be issued under the Plan for the three years following the approval is 6,800,000, excluding any Performance Rights to be issued to the CEO, for which separate shareholder approval would be sought. The maximum number of Performance Rights is not intended to be a prediction of the actual number of Performance Rights to be issued under the Plan but is specified for the purpose of setting a ceiling on the number of Performance Rights approved to be issued under and for the purposes of ASX Listing Rule 7.2, exception 13(b). It is not envisaged that the maximum number of Performance Rights for which approval is obtained will be issued immediately. On an annual basis, it is not anticipated that the number of Performance Rights issued under the Plan would exceed 2 million, excluding any Performance Rights to be issued to the CEO; and
- any issue of Performance Rights (up to the Equity Cap) under the Plan during the 3-year period after the AGM will not use up any of Kina's 15% capacity on issuing equity securities without Shareholder approval. However, exception 13 does not apply to Directors and their associates, who are deemed related parties of the Company, and issues to such persons will require separate approval under Listing Rule 10.14.
If Shareholders do not approve Resolution 6, then any issue of Performance Rights under the Plan will be included in calculating the Company's 15% capacity in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue of the securities.
An approval under Resolution 6 is only available to the extent that:
- any issue of Performance Rights under the Plan does not exceed the maximum number of Performance Rights proposed to be issued as set out in the Notice of Meeting (ie, the Equity Cap); and
- there is no material change to the terms of the Plan.
Further Information
For the purposes of ASX Listing Rule 7.2 exception 13(b) the following information is provided:
- a summary of the key terms of the Plan is set out in Schedule 1.
- The Plan was last approved by Shareholders at the AGM held on 9 June 2023. Since that date, the Company has issued 5,022,864 Performance Rights.
- Subject to Shareholder approval, the maximum number of Performance Rights proposed to be issued under the Plan (ie, the 'Equity Cap', as defined above) is 6,800,000 Performance Rights, excluding any Performance Rights to be issued to the CEO, for which separate shareholder approval would be sought.
- A voting exclusion statement is set out in the Notice of Meeting above.
Resolution 6 is an ordinary resolution, which requires a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.
Purpose of the Kina Performance Rights
The purpose of the Plan is to:
a) assist in the reward, retention and motivation of eligible participants; and
b) align the interests of eligible participants with Shareholders of the Group.
The Directors consider that the award of securities to eligible participants under the Plan is an appropriate incentive and in the best interests of Kina and therefore recommend that Shareholders vote in favour of Resolution 6.
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
SCHEDULE 1
Summary of the terms of the Kina Performance Rights Plan
A summary of the material terms of the Kina Performance Rights Plan (Plan) rules is as follows:
| Eligibility | Participants must be a permanent full-time or part-time employee or Executive Director of Kina or any of its subsidiaries and has been determined by the Board to be eligible to participate in the Plan from time to time (Eligible Participant). |
|---|---|
| Offers | Under the rules of the Plan, Performance Rights may be offered to Eligible Participants from time to time. The number of Performance Rights the subject of an offer under the Plan will be determined by the Board (acting on the advice of the Remuneration and Nomination Committee). |
| Terms and conditions | The Board has the absolute discretion to determine the terms and conditions applicable to an offer under the Plan, including: |
| • any conditions required to be satisfied before Performance Rights will be granted; | |
| • any performance, vesting or other conditions required to be satisfied before Performance Rights vest and may be exercised (Vesting Conditions); | |
| • any period during which Vesting Conditions must be satisfied before Performance Rights vest (Vesting Period); | |
| • the exercise period during which Performance Rights may be exercised, subject to the terms of the Plan and the offer (Exercise Period); | |
| • any applicable issue price and/or exercise price; | |
| • any disposal restrictions on Shares to be issued or transferred upon the exercise of Performance Rights; and | |
| • any other specific terms and conditions applicable to the offer. | |
| The specific terms and conditions applicable to an offer must be set out in the offer invitation. | |
| Performance Rights | Each Performance Right confers on its holder the entitlement to receive one Share (by way of issue or transfer) at the exercise price (if any) upon the exercise of the Performance Right. |
| Ranking of Shares | Shares issued upon vesting and or exercise of Performance Rights under the Plan will rank equally in all respects with Existing Shares. |
| Forfeiture of Performance Rights | Performance Rights which are subject to Vesting Conditions (Unvested Performance Rights) may be forfeited: |
| • if the Board determines that any Vesting Condition applicable to the Performance Right has not been satisfied in accordance with its terms or is not capable of being satisfied; | |
| • in certain circumstances if the participant’s employment is terminated (Cessation of Employment); or | |
| • in other circumstances specified in the Plan rules (e.g., where the Board determines that the participant has committed an act of fraud or gross misconduct in relation to the affairs of Kina). | |
| Rights attaching to Performance Rights | The Performance Rights do not carry rights to dividends or voting rights prior to exercise. |
| Capital reconstructions | In the event of a capital reconstruction, subject to the ASX Listing Rules, the Board may determine the manner in which any or all of the Performance Rights will be dealt with. |
| Vesting and exercise of Performance Rights | If Performance Rights are offered subject to Vesting Conditions, Kina must give the participant a vesting notice upon such conditions having been satisfied or waived by the Board. |
| Subject to any Vesting Conditions having been satisfied or waived, a Performance Right may be exercised in accordance with the relevant Eligible Participant’s invitation and paying the exercise price (if any). | |
| Lapse of Performance Rights | Unless otherwise specified in the Vesting Conditions or otherwise determined by the Board, a Performance Right will lapse on the earliest of: |
| • if the Board determines that any Vesting Condition applicable to the Performance Right has not been satisfied in accordance with its terms or is not capable of being satisfied; | |
| • the expiry of the exercise period (if any); | |
| • in certain circumstances if the participant’s employment is terminated (Cessation of Employment); | |
| • in other circumstances specified in the Plan rules (e.g., where the Board determines that the participant has committed an act of fraud or gross misconduct in relation to the affairs of Kina); or | |
| • if the participant purports to deal in the Performance in breach of any disposal or hedging restrictions in respect of the Performance Right. |
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
KINA SECURITIES LIMITED (COMPANY NO.1-10989 | ARBN 606 168 594)
NOTICE OF 2026 ANNUAL GENERAL MEETING
| Restrictions on Performance Right | Except as permitted by the Board, Performance Rights must not be sold, transferred, encumbered, or otherwise dealt with.
If restricted by applicable law, a participant may not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure to, any Performance Rights. |
| --- | --- |
| Waiver of vesting conditions | The Board has the discretion to reduce or waive a Vesting Condition attaching to an award of Performance Rights in whole or in part at any time. |
| New issues | A participant holding Performance Rights is not entitled to participate in any new issue of securities. |
| Bonus issues, pro-rata issues and capital reorganisations | The Plan provides for adjustments to be made to the number of Shares which an Eligible Participant would be entitled to receive on the exercise of Performance Rights or the exercise price (if any) of the Performance Rights in the event of a bonus issue or pro-rata issue to existing holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) or a reorganisation of capital. |
| Winding up | If a resolution for a voluntary winding up of Kina is proposed, the Board may, in its absolute discretion, determine the manner in which any or all of the participant’s Performance Rights will be dealt with. |
| Cessation of employment | The Plan contains certain provisions concerning the treatment of vested and unvested Performance Rights in the event that a participant ceases employment. |
| Change of control | In the event of a change of control, the Board may, in its absolute discretion, determine the manner in which any or all of the participant’s Performance Rights will be dealt with. |
| Quotation | Performance Rights will not be quoted on the ASX or PNGX. Subject to the ASX and PNGX Listing Rules, Kina will apply to the ASX and PNGX for the official quotation of any Shares issued to participants for the purposes of the Plan. |
| Trustee | Kina may appoint a trustee to acquire and hold Shares or Performance Rights (including unvested Performance Rights) on behalf of participants, for transfer to future participants or otherwise for the purposes of the Plan. |
| Plan limit and compliance with laws | No Performance Rights may be issued to, or exercised by, a participant if to do so would contravene the Australian Corporations Act, the PNG Companies Act, the PNG Securities Act, the ASX Listing Rules, the PNGX Listing Rules or any relief or waiver granted by ASIC, the Registrar, ASX or PNGX that binds Kina in making any offer under the LTI Plan or otherwise in connection with the operation of the Plan.
No Performance Rights may be offered under the Plan if to do so would breach the 5% capital limit on the issue of shares set out in ASIC Class Order 14/1000 in relation to employee share schemes. |
| Amendments | Subject to the ASX Listing Rules and PNGX Listing Rules, the Board may, in its absolute discretion, amend the Plan rules, or waive or modify the application of the Plan rules in relation to a participant, provided that (except in specified circumstances) if such amendment would adversely affect the rights of participants in respect of any Performance Rights then held by them, the Board must obtain the consent of all participants who hold those Performance Rights before making the amendment. |
15 | Page
KINA SECURITIES LIMITED
Kina Securities Limited
ARBN 606 168 594
LODGE YOUR VOTE
ONLINE https://au.investorcentre.mpms.mufg.com
BY MAIL
Kina Securities Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150
ALL ENQUIRIES TO
Telephone: +61 1300 554 474

X99999999999
VOTING FORM
I/We being a member(s) of Kina Securities Limited and entitled to attend and vote hereby appoint:
A VOTE DIRECTLY
I elect to lodge my/our vote(s) directly (mark box)
in relation to the Annual General Meeting of the Company to be held at 8:00am (Port Moresby time I AEST) on Wednesday, 27 May 2026, and at any adjournment or postponement of the Meeting.
You should mark either "for" or "against" for each item. Do not mark the "abstain" box.
OR B APPOINT A PROXY
the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy
Name
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 8:00am (Port Moresby time I AEST) on Wednesday, 27 May 2026 (the Meeting) and at any postponement or adjournment of the Meeting.
The Meeting will be conducted as a hybrid meeting and you can participate in person at the Hilton Port Moresby Hotel & Residences (Tabubil, Hekari & Sisibia Rooms), Wards Road, Hohola, Port Moresby, 121 Papua New Guinea or by logging in online at https://meetings.openbriefing.com/KSL26 (refer to details in the Virtual Meeting Online Guide).
Important for Resolutions 4, 5 & 6: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 4, 5 & 6, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an ☐
Resolutions
| For | Against | Abstain* | For | Against | Abstain* |
|---|---|---|---|---|---|
| 1 | Re-election of Director - Mr. Nilkare | 4 | Approval of the Directors' Fee Pool | ||
| 2 | Re-election of Director - Mr. Heim | 5 | Grant of performance rights to Managing Director and Chief Executive Officer for FY2025 | ||
| 3 | Appointment of Auditor | 6 | Approval of the Kina Performance Rights Plan |
*If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) | Joint Shareholder 2 (Individual) | Joint Shareholder 3 (Individual) |
|---|---|---|
| Sole Director and Sole Company Secretary | Director/Company Secretary (Delete one) | Director |
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
KSL PRX2601N
HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
VOTING UNDER BOX A
If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either "for" or "against" for each item. Do not mark the "abstain" box. If you mark the "abstain" box for an item, your vote for that item will be invalid.
If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chairman of the Meeting as your proxy.
Custodians and nominees may, with the Share Registrar's consent, identify on the Voting Form the total number of votes in each of the categories "for" and "against" and their votes will be valid.
The Chairman's decision as to whether a direct vote is valid is conclusive.
VOTING UNDER BOX B - APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Items are connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as they choose. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Voting Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Voting Form and the second Voting Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
LODGEMENT OF A VOTING FORM
This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 8:00am (Port Moresby/AEST) on Monday, 25 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.
Voting Forms may be lodged using the reply paid envelope or:
ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link
https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

QR Code
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
BY MAIL
Kina Securities Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235
Australia
BY FAX
+61 2 9287 0309
BY HAND
delivering it to MUFG Corporate Markets (AU) Limited*
Parramatta Square
Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150
- in business hours (Monday to Friday, 8:00am-5:00pm)
KINABURIC
Kona Securities
Kina Securities Limited
ARBN 606 168 594
LODGE YOUR VOTE
| | EMAIL
Scan and email to: [email protected] |
| --- | --- |
| | BY MAIL
PNG Registries Limited
PO Box 1265
PORT MORESBY NCD
Papua New Guinea |
| | BY FAX
(+675) 321 6379 |
| | BY HAND
PNG Registries Limited
Level 4, Cuthbertson House
Cuthbertson Street
Port Moresby NCD |
| | ALL ENQUIRIES TO
Telephone: (+675) 321 6377 or 321 6378 |
X99999999999
VOTING FORM
I/We being a member(s) of Kina Securities Limited and entitled to attend and vote hereby appoint:
A VOTE DIRECTLY
I elect to lodge my/our vote(s) directly (mark box)
In relation to the Annual General Meeting of the Company to be held at 8:00am (Port Moresby time I AEST) on Wednesday, 27 May 2026, and at any adjournment or postponement of the Meeting.
You should mark either "for" or "against" for each item. Do not mark the "abstain" box.
OR B APPOINT A PROXY
The Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy
Name: ____
Email: ____
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 8:00am (Port Moresby time I AEST) on Wednesday, 27 May 2026 (the Meeting) and at any postponement or adjournment of the Meeting.
The Meeting will be conducted as a hybrid meeting and you can participate in person at the Hilton Port Moresby Hotel & Residences (Tabubil, Hekari & Sisibia Rooms), Wards Road, Hohola, Port Moresby, 121 Papua New Guinea or by logging in online at https://meetings.openbriefing.com/KSL26 (refer to details in the Virtual Meeting Online Guide).
Important for Resolutions 4, 5 & 6: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 4, 5 & 6, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an ☐
Resolutions
| For | Against | Abstain* |
|---|---|---|
| 1 Re-election of Director - Mr. Nilkare | ☐ | ☐ |
| 2 Re-election of Director - Mr. Heim | ☐ | ☐ |
| 3 Appointment of Auditor | ☐ | ☐ |
| For | Against | Abstain* |
| --- | --- | --- |
| 4 Approval of the Directors' Fee Pool | ☐ | ☐ |
| 5 Grant of performance rights to Managing Director and Chief Executive Officer for FY2025 | ☐ | ☐ |
| 6 Approval of the Kina Performance Rights Plan | ☐ | ☐ |
*If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) | Joint Shareholder 2 (Individual) | Joint Shareholder 3 (Individual) |
|---|---|---|
| ☐ Sole Director and Sole Company Secretary | ☐ Director/Company Secretary (Delete one) | ☐ Director |
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
KSLP PRX2601N
HOW TO COMPLETE THIS SHAREHOLDER VOTING FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
VOTING UNDER BOX A
If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either "for" or "against" for each item. Do not mark the "abstain" box. If you mark the "abstain" box for an item, your vote for that item will be invalid.
If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chairman of the Meeting as your proxy.
Custodians and nominees may, with the Share Registrar's consent, identify on the Voting Form the total number of votes in each of the categories "for" and "against" and their votes will be valid.
The Chairman's decision as to whether a direct vote is valid is conclusive.
VOTING UNDER BOX B - APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Items are connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as they choose. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Voting Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Voting Form and the second Voting Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
LODGEMENT OF A PROXY FORM
This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 8:00am (Port Moresby/AEST) on Monday, 25 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.
ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link
https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

QR Code
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
BY EMAIL
Scan and email to: [email protected]
BY MAIL
Kina Securities Limited
C/- PNG Registries Limited
PO Box 1265
Port Moresby NCD
Papua New Guinea
BY FAX
+675 321 6379
BY HAND
delivering it to PNG Registries Limited*,
Level 4, Cuthbertson House
Port Moresby
National Capital District
Papua New Guinea
- in business hours (Monday to Friday, 8:00am-5:00pm)
MUFG
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Online Meeting Guide

Before you begin
Ensure your browser is compatible.
Check your current browser by going to the website: whatismybrowser.com
Supported browsers are:
- Chrome – Version 44 & 45 and after
- Edge – 92.0 and up
To attend and vote you must have your shareholder number and postcode.
Appointed Proxy: Your proxy number will be provided by MUFG before the meeting.
Please make sure you have this information before proceeding.
Corporate Markets
Online Meeting Guide

Step 1
Open your web browser and go to https://meetings.openbriefing.com/KSL26
Step 2
Log in to the portal using your full name, mobile number and email address, and participant type
Please read and accept the terms and conditions before clicking on the 'Register and Watch Meeting' button.
- On the left – a live webcast of the Meeting starts automatically once the meeting has commenced. If the webcast does not start automatically please press the play button and ensure the audio on your computer or device is turned on.
- On the right – the presentation slides that will be addressed during the Meeting
- At the bottom – buttons for 'Get a Voting Card', 'Ask a Question' and a list of company documents to download
Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.
1. Get a Voting Card
To register to vote – click on the 'Get a Voting Card' button.
This will bring up a box which looks like this.

If you are an individual or joint shareholder you will need to register and provide validation by entering your shareholder number and postcode.
If you are an appointed Proxy, please enter the Proxy Number issued by MUFG in the PROXY DETAILS section. Then click the 'SUBMIT DETAILS AND VOTE' button.
Once you have registered, your voting card will appear with all of the resolutions to be voted on by shareholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.
Shareholders and proxies can submit either a Full Vote or Partial Vote.
Online Meeting Guide
MUFG
HELP NUMBER 1800 990 363
Ask a Question
Get a Voting Card
Exit Vote





Voting Card
Please complete your vote by selecting the required voting instruction (For, Against or Abstain) for each resolution. If you would like to complete a partial vote, please specify the number of votes for each resolution in the Partial Vote section. Proxy holder votes will only be applied to discretionary (undirected) votes. Directed votes will be applied as per the the shareholder's voting instructions.

Full Votes
To submit a full vote on a resolution ensure you are in the 'Full Vote' tab. Place your vote by clicking on the 'For', 'Against', or 'Abstain' voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are in the 'Partial Vote' tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the 'Submit Vote' or 'Submit Partial Vote' button.
Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message 'Not yet submitted' will appear at the bottom of the page.
You can edit your voting card at any point while voting is open by clicking on 'Edit Card'. This will reopen the voting card with any previous votes made.
Online Meeting Guide • 3
Online Meeting Guide
continued
2. How to ask a question
Note: Only verified Shareholders, Proxyholders and Corporate Representatives are eligible to ask questions.
If you have yet to obtain a voting card, you will be prompted to enter your shareholder number and postcode or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.
The ‘Ask a Question’ box will pop up and you have the option to type in a written question of ask an audio question over the phone line.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.
Click in the ‘Question’ section and type your question and click on ‘Submit’.
Contact us
Australia
T +61 1800 990 363
A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.
If your question has been answered and you would like to exercise your right of reply, you can submit another question.
Note, the company will do their best to address all questions.

3. Downloads
View relevant documentation in the Downloads section.
4. Voting closing
Voting will end 5 minutes after the close of the Meeting.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.
Once voting has been closed all submitted voting cards cannot be changed.
MUFG0004.A SVQ 01/25 ISS11
Kina Securities Limited
ARBN 606 168 594
LODGE YOUR QUESTIONS
ONLINE
https://au.investorcentre.mpms.mufg.com
BY MAIL
Kina Securities Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX
+61 2 9287 0309
BY HAND
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150
ALL ENQUIRIES TO
Telephone: +61 1300 554 474
Please use this form to submit any questions about Kina Securities Limited (“the Company”) that you would like us to respond to at the Company’s 2026 Annual General Meeting to be held on Wednesday, 27 May 2026. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report.
This form must be received by the Company’s share registrar, MUFG Corporate Markets, by 5:00pm (Port Moresby I AEST) on Wednesday, 20 May 2026.
Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.
QUESTIONS
My question relates to (please mark the most appropriate box)
☐ Performance or financial reports
☐ Remuneration Report
☐ My question is for the auditor
☐ A resolution being put to the AGM
☐ Sustainability/Environment
☐ Future direction
☐ General suggestion
☐ Other
☐ Performance or financial reports
☐ Remuneration Report
☐ My question is for the auditor
☐ A resolution being put to the AGM
☐ Sustainability/Environment
☐ Future direction
☐ General suggestion
☐ Other
Kina Securities Limited
ARBN 606 168 594
LODGE YOUR QUESTIONS
| | EMAIL
Scan and email to: [email protected] |
| --- | --- |
| | BY MAIL
PNG Registries Limited
PO Box 1265
PORT MORESBY NCD
Papua New Guinea |
| | BY FAX
(+675) 321 6379 |
| | BY HAND
Level 4, Cuthbertson House, Cuthbertson Street
Port Moresby NCD |
| | ALL ENQUIRIES TO
Telephone: (+675) 321 6377 or 321 6378 |
Please use this form to submit any questions about Kina Securities Limited (“the Company”) that you would like us to respond to at the Company’s 2026 Annual General Meeting to be held on Wednesday, 27 May 2026. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report.
This form must be received by the Company’s share registrar, PNG Registries Limited, by 5:00pm (Port Moresby I AEST) on Wednesday, 20 May 2026.
Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.
QUESTIONS
My question relates to (please mark the most appropriate box)
| ☐ Performance or financial reports | ☐ A resolution being put to the AGM | ☐ General suggestion |
|---|---|---|
| ☐ Remuneration Report | ☐ Sustainability/Environment | ☐ Other |
| ☐ My question is for the auditor | ☐ Future direction | |
| ☐ Performance or financial reports | ☐ A resolution being put to the AGM | ☐ General suggestion |
| --- | --- | --- |
| ☐ Remuneration Report | ☐ Sustainability/Environment | ☐ Other |
| ☐ My question is for the auditor | ☐ Future direction |