BSP FINANCIAL GROUP LIMITED 2022 ANNUAL GENERAL MEETING 20/05/2022

WELCOME REMARKS

Today I am very pleased to welcome those of you participating online through our virtual meeting platform provided by our share registrar Link Market Services Limited, and those in attendance here at the APEC Haus, Port Moresby.

With restrictions easing, we thought it prudent to take a hybrid approach and thank you all for your attendance both in person and online.

CHAIRMAN'S REMARKS

An overview of the Board Performance Review

In 2021, the BSP Board engaged Joshua Smith of Ashurst Board Advisory (a governance consulting business of the global law firm, Ashurst) to undertake a Board Performance Review of the BSP Board. Joshua is a deeply experienced Global Board Advisor. Ashurst Board Advisory conducted one-on-one interviews with each Director of the Board (10 in total).

Interviews with Directors commenced on 30 July 2021 and were completed on 11 August 2021. The Review examined the effectiveness, processes and performance of the BSP Board (including the structure of the Board's Committees). The Review process involved interviews with Directors, review of relevant Company documentation, and independent observation. As part of the Review, the mix of skills represented on the Board, and the likely needs of the Board over the medium term, were assessed in considering issues of board succession.

Ashurst Board Advisory concluded that:

  1. BSP has, for the most part, a balanced, effective and harmonious Board.
  2. The Board possesses an appropriate mix of skill, experience and gravitas to appropriately discharge its obligations.

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  1. The skill and experience around the Board table is diverse and appropriate to the Company, contributing to sound Board performance.
  2. Better Board performance could be achieved if all Directors contributed to the fullness of their potential (beyond their particular areas of specialty).
  3. Directors, particularly those appointed to the Board in recent years, must continue to work on the breadth of their contribution to Board discussion and deliberation. The governance experience and credentials of these Directors is naturally still in development.

And finally, for all of the challenges inherent in operating in PNG and the Pacific Islands, the Company and the Board perform well and governance is sound.

I now invite Robin Fleming the BSP Group CEO to give his remarks.

Group CEO's Statement

[GCEO Robin Fleming to give his remarks - Refer to Slides 1 - 43 of AGM Slide Deck]

Robin Fleming: "I now hand the Meeting over to the Chairman to proceed with the formal business of the day"

[Back to Chairman]

Introduction

Welcome to BSP Financial Group Limited's 2022 Annual General Meeting.

My name is Sir Kostas Constantinou, OBE. I am the Chairman of BSP Financial Group Limited and I will be the Chairman of this Annual General Meeting.

Present with me today are my fellow board members:

  • Group CEO Robin Fleming
  • Arthur Sam
  • Robert Bradshaw
  • Stuart Davis
  • Priscilla Kevin
  • Frank Bouraga

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  • Symon Brewis-Weston
  • And our newest Director, Patricia Taureka-Seruvatu.

Our Samoan-based Director - Dr. Matagialofi Lua'iufi has also joined this meeting through the online platform.

Agenda

The Agendas for this Meeting are as follows:

  • Approval of the Minutes of the previous Annual General Meeting held on 21 May 2021;
  • Adoption of BSP Group's Annual Report and Financial Statements for the Year ended 31 December 2021;
  • Adoption of BSP Group's Remuneration Report for the Year ended 31 December 2021
  • Re-electionof Directors Dr. Matagialofi Lua'iufi and Stuart Davis;
  • Election of new Director Patricia Taureka-Seruvatu; and
  • Appointment of PricewaterhouseCoopers as auditors of BSP Group.

Voting on the resolutions will be conducted by way of poll.

Shareholders attending the Meeting online, will be able to cast their vote using the electronic voting card received when online registration is validated.

Our shareholders attending online should refer to the virtual meeting online guide.

Following the voting, general business questions will be taken from shareholders.

For Shareholders participating through the online platform - please click on the 'Ask Question' button, type your question and click 'Submit'.

For those joining through the shareholder conference line - please wait for the prompts and then ask your question.

I encourage shareholders attending online, and who have questions, to send their questions through as soon as possible.

Shareholder questions received prior to the meeting will be addressed during the general business questions section.

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Formalities

We will now move to the formal part of the Meeting.

The Notice of the Meeting was duly given and the meeting has been properly convened.

We will turn to resolutions later in the meeting.

Please note that only BSP shareholders, or their duly appointed proxy holderswho are present here today or participating through the online platform will be able to ask questions and vote on the items of business.

Those of you who have joined us via the teleconference line may listen in and ask questions but may not vote.

We encourage shareholders to ask questions before the Meeting and we thank those who took the opportunity to do so.

There will be reasonable opportunity to discuss each item of business, however I ask that you restrict your questions and comments to the particular item of business that is before the Meeting.

Quorum

I delare that a quorum is present and declare the Meeting open.

I confirm that the total number of votes registered appointing the Chairman or another person to vote in

favor of the resolutions is not less than 55% of the maximum number of votes able to be cast at this

meeting.

In the circumstances, all resolutions must pass.

Resolutions

Ladies and Gentlemen, we now come to the formal part of the business.

The resolutions for consideration today may only be voted on by shareholders, proxy holders and shareholder company representatives.

There will be an opportunity for shareholders online through the online platform to ask questions on each matter being put to shareholders.

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I ask that shareholders participating in this meeting raise questions that relate directly to the matter being considered. Our Company Secretary will read out the questions and I will respond to the questions or refer to the Group CEO to respond.

Now, moving to the resolutions, I propose to call an online poll on each of these resolutions.

Each resolution set out in the Notice of Meeting is to be considered as an ordinary resolution and, as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution.

GENERAL BUSINESS - MINUTES OF THE PREVIOUS MEETINGS OF SHAREHOLDERS HELD ON 21 MAY 2021

Ladies and Gentlemen, the first and only item of general business is to receive, consider and accept the minutes of the Annual General Meeting held on Friday 21st May 2021 as a correct record of that Meeting.

  • May I have a mover of the resolution please?..... Thank you
  • May I have a seconder please …… Thank you.

Mary, do we have any questions?

[IF YES - Mary Johns to read the question - if any]

CHAIRMAN: Thank you. I will refer this question to the Group CEO to answer.

GCEO: - proceeds to answer the questions

[IF NO - MARY: Chairman, we have no questions for this resolution.]

ORDINARY BUSINESS

Now to the ordinary business in the Notice of Meeting.

RESOLUTION 1: ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

The Annual Report, including the Financial Statements, Director's Report and the Auditor's Report included in the 2021 Annual Report, for the Company and its subsidiaries for the year

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Disclaimer

BSP Financial Group Ltd. published this content on 20 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2022 03:45:01 UTC.