Kina Securities Ltd. · ASX:KSL
Kina Securities — Shareholder Meeting (April 2021)
38 slides from Kina Securities's shareholder meeting presentation, Apr 15, 2021
Slide 1: EGM Documents Announcement Cover Letter
15 April 2021 For personal use only ASX Markets Announcement Office PNGX Markets Exchange Centre Harbourside West Building 20 Bridge Street Unit 1B.02, Level 1, Stanley Esplanade Sydney NSW 2000 Down Town, Port Moresby 121 Australia Papua New Guinea BY ELECTRONIC LODGEMENT Extraordinary General Meet
Slide 2: Extraordinary General Meeting Chairman's Script
KINA SECURITIES LIMITED For personal use only Extraordinary General Meeting Thursday, 15 April 2021 10:00am (Port Moresby time | AEST) CHAIRMAN’S SCRIPT Page 1 of 14 Page 2 of 38
Slide 3: Chairman's Script: Welcome and Opening of Meeting
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT SLIDE 1: COVER SLIDE SLIDE 2: CHAIRMAN’S WELCOME 1. CHAIRMAN’S WELCOME For personal use only Good morning everyone. My name is Isikeli Taureka and I am Chairman of the Board of Directors of Kina Securities Limited. Due to the ongoing impact
Slide 4: Chairman's Script: Purpose of Meeting
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT • Jane Thomason, who is Chair of our Remuneration & Nomination Committee; • Paul Hutchinson, who is a Member of the Audit & Risk Committee; and • Ila Temu, who joined the Board in December 2020, and is a For personal use only Member of the
Slide 5: Chairman's Script: Meeting and Voting Procedures, Resolutions
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT SLIDE 7: MEETING & VOTING PROCEDURES Meeting & Voting Procedures Before moving on to the various Resolutions to be considered today, I the Meeting and Voting Procedures for today’s Meeting are set out on For personal use only the slide on s
Slide 6: Chairman's Script: Resolution 1 Placement Shares
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT SLIDE 10: RESOLUTION 1 - Text RESOLUTION 1: Ratification of prior issue of Placement Shares - 18 September 2020 For personal use only The first resolution of the Meeting is the Ratification of the prior issue of Placement Shares on 18 Septe
Slide 7: Chairman's Script: Resolution 1 Shareholder Question
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT The Directors unanimously recommend Shareholders vote in favour of Resolution 1. I will now address any questions regarding Resolution 1. For personal use only Chetan to read this: SLIDE 11: RESOLUTION 1 - Shareholder Question #1 Chairman,
Slide 8: Chairman's Script: Shareholder Question 2
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT SLIDE 12: RESOLUTION 1 - Shareholder Question #2 Q2: From Michael Henry Clarke Is the Chairman aware, of which seller drove the KSL share price under $0.80, during the rights take up period for Australian long For personal use only term hol
Slide 9: Chairman's Script: Resolution 2 PNG Offer
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT Thank you. I will now move onto Resolution 2. SLIDE 14: RESOLUTION 2 - Text For personal use only RESOLUTION 2: Ratification of prior issue of Shares under the PNG Offer on 12 November 2020 On 12 November 2020, the Company announced that it
Slide 10: Chairman's Script: Resolution 2 Votes, Resolution 3
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT Chetan to look at monitor and see if there are any questions submitted online in relation to Resolution 2. If there are, Chetan to identify the name of the shareholder(s) and read out the question(s). For personal use only If there are NO q
Slide 11: Chairman's Script: Resolution 3 Major Transaction
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT Section 110 of the PNG Companies Act provides that a company shall not enter into a ‘major transaction’ unless the transaction is approved by special resolution of shareholders or entry into the transaction is contingent on shareholder appr
Slide 12: Chairman's Script: Resolution 3 Questions
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT Also, as advised, the acquisition is subject to regulatory approval in both PNG and Fiji. Under the terms of the Sale and Purchase Agreements for the Pacific Businesses, we will continue to monitor the financial performance of the acquired
Slide 13: Chairman's Script: Proxy Votes, General Questions
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT Thank you Chetan. SLIDE 20: RESOLUTION 3 - Proxy votes On the screen are the details of the proxy votes for Resolution 3. For personal use only On your electronic voting card, please now select FOR, AGAINST OR ABSTAIN next to Resolution 3.
Slide 14: Chairman's Script: General Questions and Close
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT Our view is that these programs are where Kina can create the most value for the country as a good corporate citizen. There are many active donor organisations and PNG Government programs directed at solving for the issue you have raised an
Slide 15: Annexure A: If Online Platform Does Not Work
KINA SECURITIES LIMITED EGM 15 APRIL 2021 CHAIRMAN’S SCRIPT ANNEXURE A - IF ONLINE PLATFORM DOES NOT WORK • If the on-line platform fails to work, the Company Secretary will notify the Chair of the Meeting. • In this event, the Chair of the Meeting may choose to call a short For personal use only re
Slide 16: Extraordinary General Meeting April 2021
Extraordinary General Meeting For personal use only 15 April 2021 Page 16 of 38 1
Slide 17: Chairman's Welcome
Chairman’s Welcome For personal use only • My name is Isikeli Taureka and I am Chairman of the Board of Directors of Kina Securities Limited • Due to the ongoing impact of the COVID19 pandemic, the Board thought it prudent to take steps to discourage a physical public gathering and encourage partici
Slide 18: Opening of Meeting
Opening of Meeting For personal use only • As a quorum present, I declare open this Extraordinary General Meeting of the shareholders of Kina Securities Limited • With me in person today in Port Moresby is: Greg Pawson, our Managing Director & CEO; and Chetan Chopra, our CFO and Company Secretar
Slide 19: Director Introductions
Director Introductions For personal use only Karen Smith-Pomeroy Jane Thomason Paul Hutchinson Ila Temu Andrew Carriline Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Karen Smith-Pomeroy, Chair of the Audit & Risk Committee and a m
Slide 20: Purpose of Meeting
Purpose of Meeting For personal use only The purpose of today’s Meeting is to seek shareholder: • ratification of the placement of 13,085,821 shares on 18 September 2020 and the issue on 12 November 2020 of 10,586,036 Kina shares pursuant to the retail offer conducted in Papua New Guinea (PNG Offer)
Slide 21: Notice of Meeting
Notice of Meeting For personal use only Distributed on 24 March 2021 and taken as read 6 Page 21 of 38
Slide 22: Meeting and Voting Procedures
Meeting and Voting Procedures For personal use only • Voting on each of the resolutions will be conducted by a poll • The results of the poll will be released on the ASX and PNGX Market Announcements Platforms after the Meeting • As Chairman of the Meeting, I will vote any: directed proxies I hold
Slide 23: Shareholder Questions
Shareholder Questions For personal use only • Please ensure that you registered through the webcast as a Shareholder and not as a Guest, as only shareholders, their attorneys, proxies and authorised company representatives are entitled to ask questions • If you wish to ask a question, please submit
Slide 24: Resolutions
Resolutions For personal use only • Resolution 1: Ratification of prior issue of Placement Shares - 18 September 2020 • Resolution 2: Ratification of prior issue of Shares - 12 November 2020 • Resolution 3: Approval of the Acquisition of Pacific Businesses Page 24 of 38 9
Slide 25: Ratification of Prior Issue of Placement Shares
Resolution 1 Ratification of prior issue of Placement Shares on For personal use only 18 September 2020 To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That, pursuant to the Placement, the issue of 13,085,821 fully paid ordinary shares in Kina Securitie
Slide 26: Resolution 1 Shareholder Questions: Dore
Resolution 1 Shareholder Questions For personal use only 1. From Raylene and Alfred Dore Question Why has the company allowed institutional investors to make very large profits in the placement when ordinary shareholders are severely disadvantaged and suffer falls in their shareholdings value? This
Slide 27: Resolution 1 Shareholder Questions: Clarke
Resolution 1 Shareholder Questions For personal use only 2. From Michael Henry Clarke Question • Is the Chairman aware, of which seller drove the KSL share price under $0.80, during the rights take up period for Australian long term holders? • If it was the underwriter themselves, who manipulated th
Slide 28: Proxy Results
Resolution 1 Proxy Results For personal use only FOR 79,203,183 99.38% AGAINST 73,577 0.09% OPEN 421,521 0.53% ABSTAIN 3,151,689 Page 28 of 38 13
Slide 29: Ratification of Prior Issue of Shares November 2020
Resolution 2 Ratification of prior issue of Shares on 12 November For personal use only 2020 To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That, pursuant to the PNG Offer, the issue of 10,586,036 fully paid ordinary shares in Kina Securities Limited a
Slide 30: Resolution 2 Shareholder Questions
Resolution 2 Shareholder Questions For personal use only The Company did not receive any questions from Shareholders ahead of today’s meeting in relation to Resolution 2 Page 30 of 38 15
Slide 31: Proxy Results
Resolution 2 Proxy Results For personal use only FOR 80,267,759 99.29% AGAINST 68,089 0.08% OPEN 503,921 0.62% ABSTAIN 3,151,689 Page 31 of 38 16
Slide 32: Approval of the Acquisition of Pacific Businesses
Resolution 3 Approval of the Acquisition of Pacific Businesses For personal use only To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That, for all purposes, including for the purposes of section 110 of the PNG Companies Act 1997, the shareholders of the
Slide 33: Resolution 3 Shareholder Questions: EPS Accretion
Resolution 3 Shareholder Questions For personal use only 1. From John William De Ravin Question When the acquisition of the shares in Westpac PNG was announced, it was suggested by KSL that the acquisition would be EPS-accretive. Is that still expected to be the case, and are you in a position to el
Slide 34: Resolution 3 Shareholder Questions: Customer Retention
Resolution 3 Shareholder Questions For personal use only 2. From John William De Ravin Question Can you please comment on the risk that there may be a material loss of former customers of Westpac after the purchase by KSL of the shares in Westpac PNG is finalised? What steps is KSL considering to mi
Slide 35: Proxy Results
Resolution 3 Proxy Results For personal use only FOR 82,298,999 99.38% AGAINST 7,325 0.01% OPEN 503,921 0.61% ABSTAIN 1,178,400 Page 35 of 38 20
Slide 36: General Questions
General Questions For personal use only That completes the formal business of the Meeting. I will now address any general questions that we have received. Page 36 of 38 21
Slide 37: Shareholder General Questions
Shareholder General Questions For personal use only 1. From Richard David Hughes Question PNG women have a huge number of unwanted pregnancies, especially in the more remote provinces. Does Kina Bank fund family planning programs at present? And what plans to you have to increase funding and effecti
Slide 38: Extraordinary General Meeting April 2021
Extraordinary General Meeting For personal use only 15 April 2021 Page 38 of 38 23