Kina Securities : Notice of Meeting

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 BY VIRTUAL ONLINE MEETING ON FRIDAY, 9 JUNE 2023

AT 10:00AM (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:

[phone]

11 May 2023

Dear Shareholder,

Kina Securities Limited - 2023 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 2023 Annual General Meeting (AGM or Meeting), to be held as a virtual meeting online on Friday, 9 June 2023 commencing at 10:00am (Port Moresby time | AEST).

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

Shareholders will be able to attend and participate in the AGM via our online platform at https://meetings.linkgroup.com/KSL23(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 Link Market Services website at https://investorcentre.linkgroup.comand following the instructions or submitting the enclosed AGM Question Form by 5:00pm (Port Moresby time | AEST) on Friday, 2 June 2023. Shareholders may also vote before the AGM online via the Link Market Services website or by lodging the enclosed Voting Form no later than 10:00am (Port Moresby time | AEST) on Wednesday, 7 June 2023.

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 online on the day. Subject to the abstentions noted in the Explanatory Memorandum, the Directors unanimously recommend that Shareholders vote in favour of all resolutions.

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 10:00am (Port Moresby time | AEST). To access the Online Platform:

• Shareholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN), which can be found on your Voting Form; and
• proxyholders will need their proxy code, which Link Market Services 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,

Isikeli Taureka

Chairman

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: Friday, 9 June 2023

Time: 10:00am (Port Moresby time | AEST)

Venue: Online: athttps://meetings.linkgroup.com/KSL23

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 2022 AGM Minutes

To receive, consider, and accept the Minutes of the Annual General Meeting held on 24 May 2022, as a correct record of the Meeting.

Receipt of the financial statement and reports

To receive the 2022 Annual Report, including the Financial Statements, Directors' Report and Auditor's Report for the Company and its subsidiaries for the year ended 31 December 2022. A copy of Kina's 2022 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- Karen Smith-Pomeroy

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

"That Karen Smith-Pomeroy, who retires in accordance with Article 70.6 of the Constitution and being eligible, hereby offers herself for re-election, is re-elected as a Director of the Company."

Resolution 2 Appointment of Auditor

To consider and, if thought fit, 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."

Resolution 3 Grant of Performance Rights to Managing Director and Chief Executive Officer for FY2022

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

"That, for the purposes of ASX and PNGX Listing Rules 10.14 and for all other purposes, the issue of 338,448 Performance Rights under the Kina Performance Rights Plan - FY2022 Short Term Incentive Award and 322,331 Performance Rights under the Kina Performance Rights Plan - FY2022 Long Term Incentive Award to the Managing Director and Chief Executive Officer, Mr Gregory Pawson, for the financial year ended 31 December 2022, in accordance with the rules of the Kina Performance Rights Plan and on the terms described in the Explanatory Memorandum which forms part of this Notice of Meeting, is approved."

Voting Exclusion Statement

1. In accordance with ASX and PNGX Listing Rules 14.11, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:
2. 1. a person referred to in ASX and PNGX Listing Rules 10.14.1, 10.14.2 or 10.14.3 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
   2. an associate of that person (or those persons).
3. However, this does not apply to a vote cast in favour of Resolution 3 by:
4. 1. a person as proxy or attorney for a person who is entitled to vote on Resolution 3 in accordance with directions given to the proxy or attorney to vote on Resolution 3 in that way; or
   2. the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 3 in accordance with a direction given to the Chairman of the Meeting to vote on Resolution 3 as the Chairman of the Meeting decides; or

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1. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
2. 1. 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 3; and
   2. the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 4 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 and PNGX Listing Rule 7.2, exception 13 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

1. In accordance with ASX and PNGX Listing Rules 14.11, the Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:
2. 1. any person who is eligible to participate in the Kina Performance Rights Plan; and
   2. an associate of that person (or those persons).
3. However, this does not apply to a vote cast in favour of Resolution 4 by:
4. 1. a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with the directions given to the proxy or attorney to vote on Resolution 4 in that way; or
   2. 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 to vote on the Resolution as the Chairman of the Meeting decides; or
   3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
   4. 1. 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
      2. the holder votes on Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5 Approval of 10% Placement Facility

To consider and, if thought fit, pass the following as a special resolution of the Company:

"That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory Memorandum which forms part of the Notice of Meeting."

Note: this resolution is a special resolution and can only be passed if at least 75% of the votes cast, in person or by proxy, by Shareholders who are entitled to vote on the resolution, vote in favour.

At the time of releasing this Notice, the Company is not proposing to make an issue of equity securities under ASX Listing Rule 7.1A.2.

Voting Exclusion Statement

1. In accordance with ASX Listing Rule 14.11 and PNGX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:
2. 1. any person who is expected to participate in an issue of shares under the 10% placement capacity, or any person who may obtain a material benefit as a result of an issue of shares under the 10% placement capacity, except a benefit solely by reason of being a holder of ordinary securities in the Company; or
   2. an associate of that person.
3. However, this does not apply to a vote cast in favour of Resolution 5 by:
4. 1. a person as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with the directions given to the proxy or attorney to vote on Resolution 5 in that way; or
   2. 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 to vote on the Resolution as the Chairman of the Meeting decides; or
   3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
   4. 1. 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

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1. the holder votes on Resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6 Approval of the Kina Dividend Reinvestment Plan

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

"That for the purposes of PNGX Listing Rule 7.2, exception 7(b) and all other purposes, the Kina Dividend Reinvestment Plan, as described in the Explanatory Memorandum accompanying and forming part of this Notice of Meeting, be approved."

ANY OTHER BUSINESS

To consider any other business of the day.

VOTING PROCEDURES AT THE AGM

All resolutions will be by poll

As the AGM is being held online only, and 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:

1. 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
2. have approved the use of Link's online platform as the means by which Shareholders may deliver their direct vote.

Casting your direct vote in real time using Link'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 Link's online platform at https://meetings.linkgroup.com/KSL23, 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 59 of the Constitution, the Board has determined that persons who are registered holders of Shares of the Company as at 7:00pm (Port Moresby time | AEST) on Wednesday, 7 June 2023, 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.

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 10.00am (Port Moresby time | AEST) on Wednesday, 7 June 2023. 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 Link's online platform

Shareholders participating in the meeting using Link's online platform at https://meetings.linkgroup.com/KSL23will be able to vote directly at any time between the commencement of the AGM at 10:00am (Port Moresby time | AEST) on Friday, 9 June 2023, 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 Link'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

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