Morning, ladies and gentlemen. On behalf of BSP Financial Group, I would like to extend a very warm welcome to each and every one of you to our 2026 Annual General Meeting. It is truly a pleasure to see such a vibrant and enthusiastic gathering this morning. We also take this moment to acknowledge the traditional landowners, the Motu Koitabu people, of the land in which we stand on today, and pay our respects to the elders, past and present. My name is Caleb Watinga. I have the absolute pleasure of being your master of ceremonies for today's meeting. Before we proceed with the formalities, your safety is our priority. Please join me in welcoming Ms. [Natasha Jerai], the operations manager from the Hilton Hotel, to provide a brief safety overview in an event of an emergency.
Good morning, ladies and gentlemen. Firstly, we would like to welcome you all to Hilton Hotel for Bank South Pacific's Annual General Meeting today. For our safety brief, should there be a fire or an emergency in the building or the Kutubu Convention Centre, an alarm will definitely sound off, and also a voiceover alerting us all to evacuate the building should we need to. Please do not panic, do not use the lifts, and do not use the escalators. My team and I will be available to guide you all out of the building safely. The primary muster point for the Kutubu Convention Centre is the new retail area, which is past the Hilton Hotel Residence building, just opposite this convention centre. The banquet hall's restrooms are located on the left-hand side of the venue when you walk out this room.
Chewing of betel nut and smoking is not allowed in the venue. Should you have any dietary requirements, do let us know. Thank you. You all have a great day.
Thank you. Thank you, [Natasha], for those important reminders. Let us take a moment to center ourselves and invite guidance and blessing upon today's proceedings. I would like to call upon Rosemary Mawe, our National Sales Manager, to lead us in an opening prayer.
Thank you. Good morning, everyone. I'll lead us into our prayer. I'd like you all to close your eyes, bow your heads, and we worship God in prayer. Gracious and merciful, loving Heavenly Father, we give you praise, we give you glory, we give you honor for who you are and for what you are in our lives. Father, this morning, you look down upon this room. Every heart seated here, we are all sinners, and we have fallen short of your glory. Father, we thank you for your constant love and mercy upon us, that you are able to continue your grace upon us. Father, this morning, as we embark into the BSP AGM for 2026 this year, Father, I want to uphold every head that's bowed before you this morning in this room.
Father, I uphold the Chair, I uphold the Board of Directors, I uphold the ExCo members, and the shareholders, importantly, who are seated right here this morning. Father, whatever the agendas that we will be discussing, I pray that the Holy Spirit, the great teacher, will hover upon this room, and that you will give us that peace that passes all understanding. In James 1, verse 5, you said, if we lack wisdom, we will ask of you. We ask that you will give us that wisdom that we need today. Thank you, Father, for being with us. We commit this day in your hand, and in the most wonderful and mighty name, in Jesus we pray, and all of God's children will agree and say amen.
Thank you, Rosemary, for that heartfelt prayer. Before I introduce BSP's Group Chairman, Mr. Robert Bradshaw, we would like to share a very short video which provides a review of the 2025 year and some of our recent highlights.
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Amazing. What an inspiring video. Now, ladies and gentlemen, it is my honor to introduce someone who continues to lead BSP with purpose and a vision that champions prosperity across the South Pacific. Please join me in warmly welcoming our Group Chairman, Mr. Robert Bradshaw, to deliver the opening address. Let us give him a round of applause.
Thank you, Caleb. I think this will have to go down a bit. That's the privilege of you ever being tall. That's good morning in my lingo. Good morning. Ladies and gentlemen, it is a pleasure to welcome you to BSP Financial Group's 2026 Annual General Meeting. Your directors, which include your Group Chief Executive Officer, Mark Robinson, are all here today, and they join me in welcoming you. Your board is very pleased to be meeting you in Port Moresby again. This meeting is also being webcast. Those that can't be with us today can watch and listen to the meeting at their convenience. I extend my warm welcome to shareholders who have joined us online. I would also like to make a special mention and welcome to our five independent directors of our subsidiary boards in PNG, Fiji, Samoa, Vanuatu, and BSP Life PNG .
They all seated in the front here. When you do get the opportunity later on, just roll up and say hello to them and get to know them from across the Solwara. Directors from our South Pacific business join our AGM every year, and we started this around three years ago. Their roles reflect the importance of having strong connections in the South Pacific. As a quorum is present, I will formally declare this annual general meeting of shareholders open. I propose that the notice of meeting has been read. I would now like to introduce your BSP directors. To my left, of course, you all know him, Mark Robinson, I think he's popular by now, our CEO, Chief Executive Officer. Further to the left is Patricia Taureka-Seruvatu. Patricia chairs the Board Remuneration and Nominations Committee. Next to Patricia is Symon Brewis-Weston .
Symon also serves as the chair of BSP Financial Group in Fiji. We have Frank Bouraga. Frank is the chair of the Audit and Compliance Committee. Seated next to him, to Frank, is Priscilla Kevin. Beside Priscilla is David Hornery. On David's left is Ian Tarutia. Ian is the chair of the Risk Committee and is standing for re-election at today's meeting. Next to Ian is Donna Cooper. Finally, we have Michael Makap. Michael joined the board in April this year and is standing for election at today's meeting. In the audience, we also have Jonathan Grasso from PricewaterhouseCoopers, our external auditor. I also would like to formally acknowledge Stephen Beach, who resigned as a director in March for personal reasons. On behalf of the shareholders and my fellow directors, I thank Stephen for his service to BSP.
Today, in my remarks, I will speak briefly about our 2025 financial results. I know you will have already seen our results and have read through the media coverage. I will also discuss the significant role BSP plays in championing prosperity in Papua New Guinea and the South Pacific. Turning first to our financial results, your bank has delivered a strong performance in 2025, supported by balance sheet growth, resilient margins, and continued investments for the future. We are PNG's largest listed company and the South Pacific's international bank operating in seven countries. Our statutory net profit after tax was PGK 1.17 billion, up 12.9%. The final dividend of PGK 1.38 was paid into shareholders' bank accounts on Friday, 27 March 2026. This brought the total dividend for the year to PGK 1.88 per share, up by 13%.
Our performance in 2025 reflects a clear focus on long-term value creation for our shareholders. When we talk about profit, it is important to understand what BSP actually is. Our profits come from the efforts of our 5,000 employees. They work hard every day to support over 2 million people in Papua New Guinea and the South Pacific. People will save for the future to own or seek to own a home and to run a business. The profits we earn benefit you, our shareholders, the majority of whom provide for the retirement income of everyday people in Papua New Guinea, Fiji, Cook Islands, Solomon Islands, Samoa, Tonga, and Vanuatu. In 2025, we paid PGK 878 million in dividends to our shareholders. Our financial performance also allows us to invest in the future. Around the world, businesses are facing challenges to adapt to rapidly changing environments.
Technology and AI are changing traditional business models. Customer expectations are also changing as a result of the experience with technologies such as smartphones and online economy. Our PGK 1.2 billion multi-year investment to Modernizing for Growth is designed to improve the experience for our retail and business customers and to support long-term return for our shareholders. Mark will discuss this program in more detail in his address. Papua New Guinea and the South Pacific have a young population, and they want opportunities for a better future. We know that through financial inclusion, when people can pay, save, borrow, and protect with confidence, livelihoods change and local economies strengthen. It is the key to unlocking community prosperity, and it's a belief that is aligned with our investment in branch modernization and new digital technologies.
Not only are we delivering better service as a result of these investments, in many areas of Papua New Guinea, BSP is the only commercial bank serving those communities. This is your bank doing its bit for the communities. For example, you saw our opening video that we recently completed upgrades to our branches in Minj, in Jiwaka, and in Tari, in Hela Province. Another example where our investments in technology are expanding financial inclusion is our BSP Wantok Wallet. Wantok Wallet makes everyday banking possible for people who would otherwise travel long distances to a branch or rely on cash. Customers can access, send, and save money safely and affordably, often for the first time, using a basic phone without a bank account. In just over 12 months, we've had over 250,000 people sign up for Wantok Wallet, and the uptake of the product continues to grow.
Our scale and presence allows us to champion prosperity in other ways. To celebrate PNG's 50 years of independence in 2025, BSP launched our 50 for 50 or Givim Bek initiative. This initiative involves an investment of PGK 2.5 million to support 50 community projects nationwide. As you saw, we recently completed our first project in Rabiamul Rugby Oval, where our Mount Hagen branch proudly handed over our first completed project. This initiative saw us refurbish the home of the Hagen Eagles, not to mean that I support them, but supporting the local community and the development of rugby league in PNG. I think it's all for rugby league and the community. These projects add to our longstanding community program, which already delivers more than PGK 1.2 million annually for projects in health, financial literacy, and education, and community development.
Together, this work will leave a lasting legacy of education, youth empowerment, sustainable livelihoods, and better health outcomes in PNG and throughout the South Pacific. Finally, ladies and gentlemen, before I ask Mark to come up to speak, let me sincerely thank every member of our staff for BSP and the South Pacific. Our progress is the result of clear, consistent strategy, purposeful management, and the hard work and dedication of all our people. The board appreciates all that our people do, and I believe you, our shareholders, do as well. Now, I would now like to invite our group CEO, Mark, to address the meeting. Thank you.
Thank you, Bob. Welcome to our AGM. I'm delighted to have the opportunity to talk to you today. It continues to be an enormous privilege to lead Bank South Pacific on your behalf, a bank with roots in Papua New Guinea that date back 110 years to 1916 in the town of Rabaul. We have a very clear vision for BSP. We are a bank for Papua New Guinea and the South Pacific. We are a bank championing prosperity for communities across Papua New Guinea and the South Pacific. We are a bank for business, one that is here to help small and large enterprises grow and to enable the economy to develop and flourish. Today, BSP is the largest bank in the South Pacific, serving over 2 million customers. We operate the most extensive distribution network in the region, spanning branches, ATMs, EFTPOS, mobile, and internet banking.
This includes many rural and remote communities, including, for example, 39 locations in PNG where no other bank operates. We are very, very proud to be the South Pacific's international bank. Our shareholders, many of whom are here today, are large institutions, superannuation funds, and individual investors. I want shareholders to know that our 5,000 staff go to work every day recognizing the responsibility that we have to perform for you, our shareholders, for our customers, and for the community. As you heard earlier, BSP delivered another strong performance for our shareholders in 2025. Net profit after tax increased 12.9% to PGK 1.17 billion. This was driven by revenue growth across all of our key businesses, with total revenue up 14% to PGK 3.4 billion. This reflects a diversified revenue base with strong contributions from lending, foreign exchange, transaction banking, and life insurance.
A particular highlight was BSP's return on equity at 23.8%, up 50 basis points from the previous year, continuing a 20-year track record of a return on equity above 20%. This saw us deliver a one-year total return to our shareholders of 32% in 2025 in PGK terms. Over three years, BSP's total return to shareholders has been 138% in PGK terms. If you go back and look over a 10-year period, that combination of share price growth and dividends has delivered a total return to shareholders of over 400% in PGK terms. Looking ahead, we believe there are substantial opportunities to continue BSP's remarkable growth. Economic and market growth in the region is being driven by a young and growing population, demand for agricultural commodities and fisheries, tourism, and of course, the world-class endowment our region has in energy and mineral resources, particularly here in Papua New Guinea.
We are also growing by using digital channels to bring banking to a large number of people in our region who remain underbanked. We know that through financial inclusion, bringing more people into the financial system, enabling them to pay, save, and borrow with confidence, livelihoods change and local communities grow stronger. Our history and scale means we have a unique understanding of the region as well as the opportunities ahead. Today, more than ever, we know that the key to supporting our customers, staying ahead of our competition, and delivering a sustainable performance lies in the investments that we are making in technology and in people. That is why we're making a PGK 1.2 billion multi-year investment to Modernizing for Growth. It's a program of improvement in every area of the business.
This includes delivering more convenient digital services for our retail and corporate customers, building a new business bank dedicated to supporting small and medium-sized enterprises that are the lifeblood of PNG and Pacific economies. We're bringing greater focus to corporate and government clients by continuing to develop world-class capabilities and services in our corporate and institutional bank. We have targeted investment to modernize branches, including premises upgrades, queue management initiatives, and new deposit-taking ATMs. We are providing our staff with skills for the future, broader careers, and new opportunities. We are supporting this with the introduction this year of three new cultural anchors: service excellence, risk excellence, and performance excellence. To help bring our Modernizing for Growth program to life, I've asked three of my colleagues, who are the next generation of leaders, to share the strategic initiatives that are shaping BSP's growth journey.
First, EFTPOS, or electronic funds transfer at point of sale. We are well advanced in upgrading over 17,000, it's a big number, 17,000 EFTPOS terminals, enabling faster, more secure payment experiences for our customers and their customers. This work is being led by Barry Namongo, Head of Merchant Services. You will then hear from Michael Nacola. Michael leads BSP Life in Fiji. This is a very special year. 2026 marks 150 years since the establishment of BSP Life in 1876. It wasn't BSP Life back then, it was Colonial Life. Today, the group's life insurance business serves over 100,000 Fijians and is a major investor in Fiji's future. BSP Life has a number of digital and product innovations in the pipeline, which will build further value for customers and expand our contribution to economic growth. Finally, you will hear from Killie Sapu-Keari .
Killie is our Manager for Operations, where we're implementing initiatives to strengthen our back office. In centralized operations, our focus is on the tools and platforms that enable automated processes, providing a reliable, streamlined experience for our customers and supporting the introduction of innovative new products and services. First, let me invite Barry to address the meeting.
Thank you, Mark Robinson, and good morning everyone again. The EFTPOS refresh project is one of the most visible expressions of our Modernizing for Growth program, and I'm pleased to share this update. Two years ago, we set out to do more than swap old terminals for new ones. We made a deliberate shift, moving BSP from a hardware-led model to a premium technology-driven managed service. Using Verifone terminals and Salesforce Managed Services, every tap, insert, and swipe across our network is now backed by smarter monitoring, faster issue resolution, and stronger security for our merchants and their customers. The progress speaks for itself. In PNG, we've already upgraded 6,000 of 12,000 terminals, half the country done. Across the seven Pacific markets we serve, we've completed 7,000 of 17,000 upgrades, or over 40%.
The impact on the growth of the EFTPOS business is already showing, with EFTPOS transactions growing by 10% in the first quarter of 2026 compared to the first quarter of last year. EFTPOS isn't just about machines. It is about a small business owner in Lae, a market vendor in Apia, a hotelier in Rarotonga, being paid reliably and safely every single time, and that is how we drive prosperity across the Pacific. Thank you to all, [Non-English content], and let me now pass to my colleague, Michael, from BSP Life. Thank you again.
Thank you, Barry. [Non-English content], and good morning, ladies and gentlemen. BSP Life is Fiji's leading life and health insurer and is a wholly owned subsidiary of the BSP Financial Group. We commenced operations in 1876 under the Colonial Mutual Life brand. This year we proudly celebrate our 150th anniversary. Since BSP acquired the business in 2009, we've experienced significant growth. Some key highlights include annual premium income of PGK 100 million growing by 180% to PGK 280 million, an investment portfolio of PGK 650 million growing fourfold to PGK 2.6 billion, annual customer payouts of PGK 82 million increasing to PGK 209 million. Importantly for BSP shareholders, a profit of PGK 10 million per annum growing to PGK 31 million per annum, allowing us to disburse around PGK 200 million in dividends to the BSP Group over the past 15 years.
In Fiji, our banking and insurance businesses are both market leaders, and we play a pivotal role in economic and community development. BSP Life is the second-largest investor in the country, after the Fiji National Provident Fund, playing a significant role in driving investment and creating employment. As an example, currently, we're supporting three hotel projects in partnership with Fiji Airways, worth around PGK 700 million, all of which will be opening in 2026. In summary, BSP Life is well-positioned to continue the proud legacy of the past 150 years and to champion our collective vision of prosperity for the South Pacific. Let me now pass to my colleague, Killie Sapu . Thank you.
Thank you, Michael, and good morning, [Non-English content]. Operations is one of the lesser-known areas of the bank, but we are effectively BSP's engine room. We are responsible for the behind-the-scenes execution, settlement, and administration of transactions.
As part of our Modernizing for Growth program, we established the Centralized Operations Processing Support Hub, or COPS for short, in March 2025. The COPS Hub supports the transformation of our legacy segmented banking model toward a more personalized, one-to-one customer experiences, driving greater efficiency and improved customer outcomes. Importantly, centralization has enabled us to create standardized procedures resulting in a more consistent service quality, reduced errors, improved regulatory compliance, and stronger data integrity standards. Now, the benefits of COPS to our customers, increased customer satisfaction, more personalized customer interaction, and reduced waiting time. Established in March 2025, COPS successfully processed over 450,000 transactions last year. This year, COPS has processed over 174,000 in just the first quarter alone, and over 96% of those transactions are processed in the same day.
COPS provides BSP with a better operations engine or model that helps optimize resources and unlock new growth opportunities for the bank. Thank you very much. I'll now pass back to Mark Robinson.
Thank you, Barry, Michael, and Killie. Very impressive and great examples of what just a small number of things that we're doing at BSP to make your bank better. We're extremely proud of the work that their teams are leading and the outcomes they're delivering for our customers. In summary, 2025 saw BSP deliver a strong financial performance, supported by a revenue base that is diversified by product, customer segment, and geography, and continued investment based on a clear strategy. I'm pleased to report that we've continued that momentum in 2026. Last month, we announced an unaudited net profit after tax of PGK 278 million for the first quarter of the financial year, up 14.6% versus the first quarter of last year. Our capital position remains strong with a capital adequacy ratio of 23.9%, which is well above our regulatory requirements.
Nevertheless, the global environment has become more uncertain, with ongoing conflict in the Middle East contributing to higher energy prices and, of course, potential supply chain disruptions. This raises the risk of elevated inflation, softer economic growth globally, right across our region. BSP is not immune to these uncertainties. In this context, we are continuing to take a prudent and disciplined approach to risk management. Although asset quality remains sound and portfolio performance is in line with expectations, we are monitoring closely emerging risks across our lending book and assessing whether any additional provisioning may be required. Ladies and gentlemen, in a fast-changing and highly competitive environment, BSP continues to produce results that reflect our track record of delivering growth and profitability and delivering attractive shareholder returns. Our continued investment to Modernizing for Growth is also positioning us for the future.
With our skilled people, the modernization of our infrastructure, and very deep local relationships, BSP looks forward to continuing to play a leading role in helping our region grow and prosper. I would like to add my thanks to our 5,000 staff across the region for their hard work, professionalism, and passion for BSP and our customers. Finally, thank you to our shareholders for your continued support. Let me now pass back to our chairman for the business of the meeting. Thank you.
Thank you, Mark. We'll now move to the formal part of the meeting. The notice of meeting has been provided in accordance with BSP's constitution and the Companies Act, and the meeting has been properly convened. Our meeting agenda is now displayed on the screen. Let me explain the procedure for asking questions. Only shareholders or the duly appointed proxy holders present here today, and whoever yellow card will be able to ask questions and vote on the items of business. If you have a blue card, you're only allowed to ask questions, but not to vote. If you have a white card, you are here as a visitor observing. You cannot ask questions or vote. When addressing the meeting, please use the microphone that will be provided to you. We are delighted to have eight of our staff members who are assisting with the microphones today.
These eight are part of our 2026 graduate intake, which saw a total of 45 graduates joining BSP this year. If you have any question or if you have a question, we ask that you identify yourself by raising and showing your yellow card, stating your full name, and if you hold a proxy, the name of the organization you represent. Those of you who have joined us online may only watch but cannot vote. I will propose each motion and allow discussion of the motion. I will then formally put the motion to the meeting. There will be reasonable opportunity to discuss each item of business. However, I ask that please restrict your questions and comments to the particular item of business that is before the meeting. There will also be an opportunity for general shareholder questions at the end of the meeting.
For shareholders who are online, there is the option to submit questions, and we will be pleased to respond to you after the meeting. I now declare that the quorum is present and declare the meeting open. Moving on to the resolutions. Each resolution set out in the notice of meeting is to be considered 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. I confirm that of the shareholders entitled to vote and voting, the total number of votes registered appointing the chairman or another person to vote in favor of the resolutions are significantly in excess of 50%.
In these circumstances, all resolutions have therefore been approved by a simple majority. Ladies and gentlemen, the first and only item of general business is to receive, consider, and accept the minutes of the 2025 Annual General Meeting held on Friday, 23rd May 2025, as a correct record of the meeting. Let me now share the minutes on the screen. Thank you. The motion is to receive, consider, and accept the minutes of the 2025 Annual General Meeting held on Friday, 23rd May 2025, as a correct record of that meeting. You have all read the minutes. May I have a mover for the resolution, please? Thank you, Rajeev. May I have a seconder, please? Thank you. The motion has been formally moved and seconded.
If there are any shareholders who wish to speak to the motion, please raise your yellow card and state your full name, and if you hold a proxy, the name of the organization you represent before addressing the meeting. Any questions in relation to or matters in relation to the resolutions? If there are no questions, I will formally put the motion. The motion is that the minutes of the previous annual general meeting dated 23rd May 2025 are hereby read and accepted. I confirm that the total number of votes in favor of this resolution is significantly in excess of 50% of the maximum number of votes able to be cast at this meeting. In these circumstances, the resolution has therefore been approved by a simple majority. All those in favor, please indicate by a show of hands. Thank you. Those against? Thank you.
I declare that the motion is carried. Now moving on to the ordinary business, item number one. Resolution number one is to receive the 2025 annual report, including the financial statements, directors' report, auditors' report, and the remuneration report for the company and its subsidiaries for the year ended 31st December 2025. These were made available to shareholders in February and are also available on the company's website. As no resolution is required, there will be no voting on this business. I will formally take that the financial statements, directors' report, auditors' report, and the remuneration report for the company and its subsidiaries for the year ended 31st December 2025, as included in the annual report, be received. The next item of business is the re-election of directors. Resolutions 2A and 2B concern my re-election and the re-election of Ian Tarutia as directors of BSP.
We both retire by rotation, and being eligible, we offer ourselves for re-election under the constitution. The candidates' experience and profiles are included in the notice of meeting. The board aims to seek out directors for the consideration of shareholders who have a depth and breadth of experience relevant to BSP and whose skills, diversity, and perspective complement those of other directors. In addition, board size and composition are kept under review, along with overall board performance and effectiveness. After due consideration, the board, excluding the interested directors in each case, has endorsed the election of each candidate standing for election and recommends that shareholders vote in favor of the candidates. The resolutions for election of each candidate will be introduced separately. There will be an opportunity for shareholders to speak to each nomination, following which a poll on the election of candidates will be conducted.
Given that I'm the first candidate for election, I will hand over the chair of the meeting to Director Frank Bouraga, who will deal with this item of business. Thank you.
Thank you, Chairman. Whoops, picture's up. Good. All right. Robert Bradshaw was appointed to the BSP Group board in 2017 and has served as Chairman of the Remuneration and Nominations Committee from 2019 until his appointment as a board chairman in February of 2023. Robert has served on several boards and holds a Bachelor of Laws from the University of Papua New Guinea, with more than 25 years of experience practicing commercial litigation. Mr. Bradshaw offers himself for re-election by the shareholders following approval from the Bank of Papua New Guinea to have his term extended to September 2027. The board considers that Mr. Bradshaw possesses attributes necessary for the development of the company and recommends his re-election as a director. With Mr. Bradshaw abstaining, the board recommends that shareholders vote in favor of his re-election.
Could I ask that resolution 2A in the notice of meeting to re-elect Robert Bradshaw as a director to be moved and seconded, please? Thank you. Motion. May I have a seconder, please? Thank you. The motion has been formally moved and seconded. If there are any shareholders who wish to speak to the motion, please state your name before addressing the meeting. There'll be no questions. Thank you so much. Without any further questions, I now formally put the motion that Robert Bradshaw, as a director retiring by rotation, be and is hereby re-elected as a director of the company. I confirm that of the shareholders entitled to vote and voting, the total number of votes in favor of this resolution, beg pardon, is significantly in excess of 50%. In these circumstances, the resolution has therefore been approved by a simple majority.
All those in favor, please indicate by a show of hands. Those against? Thank you. I declare the motion is carried. Congratulations, Robert. That was my two minutes of being a chairman. Handing it back to Robert Bradshaw. Thank you.
Thank you. Thank you, Frank and the shareholders. An humbling experience every time you attend to be re-elected, but thank you for the support. At least I have my job back, so let's get on with it. I will now turn to the re-election of Mr. Ian Tarutia. Mr. Tarutia, I think we all know him. I'll just go straight to the voting bit, but let me get through the script. Mr. Tarutia was appointed as a director in 2023 and currently serves as a member of both the Audit and Compliance Committee and Chairman of the Board Risk Committee. He has 35 years of experience in the financial services sector, including serving as a former joint CEO and then CEO of number one. Sorry, Ian. That wasn't intentional. National Superannuation Fund, or Nasfund, of Papua New Guinea from 2007 to 2023.
He established NCSL, which is the savings and loans business of Nasfund in 2003, and today it is the largest savings and loan society in PNG and the Pacific by its membership size. He has a strong background in finance, investment, business, strategy, and governance. Mr. Tarutia runs his own consultancy practice and is currently president of the Papua New Guinea Chamber of Commerce and Industry and is a graduate of the AGSM Business School program. He holds both a Bachelor of Business Economics and a Master of Business Administration from the University of Papua New Guinea. In accordance with the company's constitution, and being eligible, Mr. Tarutia offers himself for re-election by the shareholders. The board considers that Mr. Tarutia possesses attributes necessary for the development of the company and recommends his re-election as a director.
With Mr. Tarutia abstaining, the board recommends that shareholders vote in favor of his re-election. Could I ask that resolution 2B in the notice of meeting to re-elect Mr. Tarutia as a director be moved and seconded, please? Thank you. Seconded, please? Thank you. The motion has been formally moved and seconded. If there are any shareholders who wish to speak to the motion, please state your name before addressing the meeting. If there are no questions, I'll now formally put the motion. The motion is that Ian Tarutia, a director retiring by rotation, be and is hereby re-elected as a director of the company. I confirm that of the shareholders entitled to vote and voting, the total number of votes in favor of this resolution is significantly in excess of 50%. In these circumstances, this resolution has therefore been approved by a simple majority.
All those in favor, please indicate by a show of hands. Thank you. Those against? Thank you. Thank you. I declare the motion is carried. Congratulations, Ian. I think you got more votes than me. Resolution number three concerns the election of Michael Makap as a director. Mr. Makap was appointed to fill a casual vacancy in the board as required under the constitution following the resignation of Stephen Beach in March 2026. Yep. Sorry. There seems to be a bit of a problem here. I note that Mr. Makap's continuation in this role is also subject to approval by the Bank of PNG.
Which we've received.
Yes. One minute, please. Sorry, just a minute. Sorry, ladies and gentlemen, it looks like something is amiss with my script. Josephine, please. Just a sec.
You get your.
Yep. Sorry. You prepare for it, sometimes these things happen. My first time as a chairman, I went to the end of the script, and I thought that was it, only to realize that five or six pages were missing. It's happening again. I think it's happening when I'm being reelected. It's coming back again. I note that Mr. Makap's continuation in his role is subject to approval by the Bank of PNG, and I'm proud to say, or announce this morning that the bank has given its approval as a fit and proper person to be on the board of the company. A bit about Mr. Makap. Mr. Makap has extensive business experience, most recently at Motor Vehicles Insurance, where he was the Chief Executive Officer from 2020 to 2025.
Previously, he was an advisor to ExxonMobil PNG, the LNG project, a project consultant with the Oilmin Group of Companies, and CEO of Wamp Nga Group of Companies, having commenced his career at Coopers & Lybrand, now PwC. Mr. Makap's board experience includes serving as a director of Pacific MMI, Pacific Reinsurance, and a director of Pacific International Hospital. He holds a master's in business administration from Torrens University and a Bachelor of Commerce from the University of Papua New Guinea. The board, with Mr. Makap abstaining, recommends that shareholders vote in favor of his election. In accordance with Clause 15.3A of the constitution, any director appointed to fill a casual vacancy by the board since the previous annual general meeting must stand for election at the next annual general meeting. Mr. Makap, being eligible, offers himself for reelection. If there are no questions, I'll formally put the motion. Any questions?
All right. I will now formally put the motion. Sorry, ladies and gentlemen. I think this is where it's getting a bit mixed up again. Oops. Where are we?
Yeah.
Sorry, I'll just use yours.
Yes, that's good.
Yeah. I'll use Josephine's. It's more reliable than the one that I've been given. Sorry, ladies and gentlemen. I ask that the resolution number three in the notices of meeting to elect Mr. Michael Makap as a director be moved and seconded, please. May I have a mover of the resolution, please? Thank you, Roness. May I have a seconder? Thank you. The motion has been formally moved and seconded. If there are any shareholders who wish to speak to the motion, please state your name before addressing the meeting. If there are no questions, I will now formally put the motion, and the motion is that Mr. Michael Makap is elected as a director of the company. Again, I confirm that all of the shareholders entitled to vote and voting, the total number of votes in favor of the resolution is significantly in excess of 50%.
In these circumstances, this resolution has therefore been approved by a simple majority. All those in favor, please indicate by your show of hands. Thank you. Those against? Thank you. I declare that the motion is carried. Congratulations, Michael. Welcome to the board. The next item number four, is the increase in maximum fees for non-executive directors. The shareholders last approved the non-executive director's aggregate fee limit of PGK 6 million at the 2023 annual general meeting. The board, at its meeting on 19 February 2026, agreed to propose to the shareholders that the aggregate fee limit for non-executive directors be increased to PGK 9.5 million. In accordance with ASX Listing Rule 10.17, PNGX Listing Rule 14.24, and Clause 16.1A of the company's constitution, shareholder approval is sought to increase the total aggregate amount of fees payable by PGK 3.5 million.
The increase in the remuneration cap will allow the company to retain Directors with appropriate skills and experience, and to strengthen the areas identified by the Board skills matrix. The Board Non-Executive Directors receive no other benefits other than the Director and Committee fees for the respective Board and committees to which they are appointed. Members of management who are appointed to the Board and/or subsidiary boards do not receive additional remuneration for those roles. The proposed increase aligns with benchmark undertaken in November 2025 of companies commensurate with our size on the ASX, using the ASX 50-150 companies. As required by ASX Listing Rule 10.17 and PNGX Listing Rule 14.25, the company confirms that no securities have been issued to Non-Executive Directors in the preceding three years under ASX Listing Rules 10.11 or 10.14, or the PNGX Listing Rules 14.14 and 14.20.
Could I ask that resolution four in the notice of meeting to increase the maximum aggregate fee limit for non-executive directors be moved and seconded, please? May I have a mover of the resolution? Thank you. May I have a seconder, please? Thank you. The motion has been formally moved and seconded. If there are any shareholders who wish to speak to the motion, please state your name before addressing the meeting. Yes, Jimmy. Microphone, please.
[Victor Sitos] is my name. Just a comment. The process seems a little bit opaque. When I say that, in the past, there used to be an independent guideline provided by a firm as to the performance of the directors. Perhaps the board may consider re-introducing that for a more transparent process. I might add that I have no problems with people being paid for their services. That's it.
Thank you. Yes, I recall when I first joined the board, the first AGM, there was a presentation from a consultant on board performance that was presented. I think we've done away with that. To assure the shareholders, we do have independent board performance review every year. We do a light touch. It's not done by us. It's done by an outside consultant who are good at this sort of work. Yes, we do the performance to make sure everyone's performing. A light touch, a full review, including interview of directors, executive management, et cetera. In the second year, a light touch. It's an ongoing process to make sure that we do meet the requirements. The board does have the skills required to properly discharge its duties. That is ongoing.
Noted. Perhaps the general results should be lettered?
Thank you for that. We'll have to check on that, whether the results can be shared, but I'm sure if the shareholders so request, they can be made. If the shareholder wished to know whether the board is performing, they can. Mark, would that be correct?
Just exactly as you said, Chairman, every two years, there's an in-depth formal review done, which is commissioned by an independent board advisor. Every second year, he does the same thing, except a little bit of a lighter touch. We also have a board skills matrix, which gives the shareholders an indication of what we think the composition of the board is in terms of the various capabilities that are built into their experience and what have you. I think that's something that I think we do share, but if we don't, we certainly can share so that you can see what the collective skill set of the board is.
Noted. We just ask for an indication. That's all.
Yeah.
Thank you.
Yep.
Thank you. Any other questions? If there are no questions, I will formally put the motion that there be an increase to the maximum aggregate fee limit for non-executive directors. I confirm that of the shareholders entitled to vote and voting, the total number of votes in favor of the resolution is significantly in excess of 50%. In these circumstances, this resolution has therefore been approved by a simple majority. All those in favor, please indicate by a show of hands. Thank you. Those against? Thank you. I declare that the motion is carried. The next item is ordinary business, the appointment of auditors.
The board proposes that in accordance with the Companies Act 1997, which is PNG, PricewaterhouseCoopers be reappointed as auditor of the company from the conclusion of this annual general meeting until the conclusion of the next annual general meeting, and that the board be authorized to fix the remuneration of the auditor. The board considers that PricewaterhouseCoopers to be appropriately qualified and independent, and that continuity of audit provider supports audit quality, efficiency, and a strong understanding of the group's operations. The company also complies with applicable independence and rotation requirements under PNG law, including the rotation of the lead audit partner following the completion of the maximum permitted tenure. Could I ask that resolution number five in the notice of meeting to appoint PricewaterhouseCoopers as auditors for 2026 be moved and seconded, please? May I have a mover of the resolution? Thank you. May I have a seconder, please?
Thank you. The motion has been formally moved and seconded. If there are any shareholders who wish to speak to the motion, please state your name before addressing the meeting. Any questions? Thank you. If there are no questions, I'll formally put the motion. That is that PricewaterhouseCoopers be appointed as auditors of the company for 2026, and that the board be authorized to fix the remuneration. Again, I confirm that of the shareholders entitled to vote and voting, the total number of votes in favor of this resolution is significantly in excess of 50%. In these circumstances, this resolution has therefore been approved by a simple majority. All those in favor, please indicate by a show of hands. Thank you. Those against? Thank you. I declare the motion is carried. We'll now move to other business of the meeting.
As there are no other items of business for which due notice has been given to shareholders, this concludes the business of the annual general meeting this morning. On behalf of the board, I would like to thank you for your support, and I now declare the meeting closed. Please ensure that your yellow cards are placed in the voting boxes located at the back of the hall as you leave. The results of the meeting today will be announced to the PNGX and ASX later today. Now, this concludes the formal part. We can now move on to the question session. Any general questions from the shareholders? Let me remind the shareholders of the procedure for asking question. Only shareholders or duly appointed proxy holders present here today with a yellow or white card will be able to ask questions and vote on the items of business.
When addressing the meeting, please use the microphone that will be provided to you. We ask that you identify yourself by raising or showing your yellow or white card, stating your full name, and if you hold a proxy, the name of the organization you represent. As usual at our meetings, if you have a question related to your own banking, please raise it with one of our staff here, and there's lots of them here today. If you have anything in relation to the Pacific, you know where to look. They're all lined up here in the front. I know that our staff and our Pacific directors will be delighted to hear from you. The people you see with the microphones this morning are BSP staff members. Please allow time for one of the microphone attendants to reach you, and to give them your name.
All right, let's start. Any questions? First question. Yes, thank you.
This is not a question. I won't be asking a question like I normally do. It's just an observation.
Yes
from a shareholder. The 2025 result is a good and consistent one, and it's on an upward trend delivering return to shareholders. Many thanks, especially to the management. Very happy with the result. What's even more pleasing from my point of view is that the improving operational efficiency, and this is all part of the modernization program that spread over five years, and yeah, it looks like the bank is building an even bigger moat to take on the more competitive environment in the future. I particularly liked the comment made by the CEO at the start of the year, whereby he said, "The best is yet to come." I certainly look forward to it. Thank you.
Thank you very much. Any other questions? All right. If there are no, oh, sorry, one.
Good morning. My name is [Koba Iowa]. I am a minority shareholder. Okay. I want to say something here. The government of Papua New Guinea has pulled out a bank called NBC. Okay, good. Thank you. Fine. For us, the shareholders, we will be supporting you, the BSP, wholeheartedly, and we will be with you. We will prosper with you, and we will continue to prosper and prosper with you. Like the chairman has said, no one will push us down. We will be going right through, and definitely we will, because government is full of corruption. The Bank of PNG is not full of corruption. It's the best. I can say that it's the best. All the shareholders, please be happy. I am, for one, I am increasing my investment in the Bank of PNG, and definitely the Lord Heavenly Father knows that BSP will be prospering.
Thank you. The South Pacific representative have been praying. I'm very, very thankful for that. We're the Pacific. We are one. We will move forward. Thank you, BSP.
Thank you, [Koba], for the vote of confidence. Just to clarify, the government hasn't pulled out yet, we're still in business with them. We're a strong, close partners. We rely on each other. Thank you. Rajeev?
Good morning, all. My name is Rajeev. I'm from Nasfund. I not only represent Nasfund here, I represent ASFPNG, which is Association of Superannuation Funds of Papua New Guinea. We represent all the four funds who are probably around 25% shareholder. I also wear a hat of treasurer of PIF, which is Pacific Islands Investment Forum, where we include all the other superannuation funds from Pacific. On behalf of all the super funds in Papua New Guinea and Pacific, I want to say thank you for the performance, BSP, and echo sentiments of the fellow shareholders that if best is yet to come, we're looking forward to see the best. Thank you very much.
Thank you, Rajeev. Don't worry, you just approved the pay rise, so they'll be working. I'll make sure they work. Thank you, true. If no other questions, then Oh, just one. All right. Thank you.
Good morning. My name is [Tony Walwal], individual shareholder. I raised this question many times, and I'm going to raise it again. Chairman, you know that. This is regarding the spiraling queue everywhere. We talk about technologies. Yes. Wantok app and other things like that. You have to tell us what is the cause of it. Yeah, we like customers, yes. For hours and hours, you go to some remote areas where the economic activities is very hectic, you'll see the worst side of it. I come from Maprik in the remote area of Pacific. I saw Allan Bird came on social media about setting up another branch. Can you tell me what's the issue? That's why Governor is talking on that area. That's my question. Thank you.
Yes. Thank you, [Tony]. I recall last year you did raise the same point. I think generally, if you look across PNG and our services, the queues are going down. The recent spike in queues is because we are asking our customers to return their KunduCard, the stripe card, for the new chip card. That's why everyone's rushing to change the cards before June. By June, we'll be phasing out these cards. That's where there is. Generally, I think, you all live in the community. You will agree with me that the queues are going down. Our services are getting better. Yes, I check social media. [Tony], I check social media from time to time. You get occasional complaints. Compared to last year and previous years, I think no got plenty noise. I think we're on the right track.
It's just that some of the things we're working on, time we implement. Once we implement all of them, I believe we'll get there. That's where this big investment of PGK 1.2 billion and all is coming. It will take time, but we will get there. I think we're on the way. You as customers and those who live in PNG, you can see for yourself. Service am improve. In relation to new branch lines, it will depend on the demand and other factors. Whether we do that, it's something that is to be considered looking at the market in the area and not a lot of consideration stuff. Thank you. I think looks like no further questions. I better not keep on asking, otherwise you guys will start thinking of questions. This brings an end, the question and answer session to a close.
If any shareholders have any further issues they would like clarification on, our investor relations teams will be pleased to assist you. Methuselah Wabiria is a Senior Manager of Investor Relations. Where are you? There he is. Look him eye to eye. Give him a timeline. He will be happy to answer any questions. Along with our other staff members, there are plenty around here. He will also be at the booths, the shareholder booths that have been set up outside. You can go up to him, just stroll up to him anytime and talk to him. Of course, as I indicated earlier on, our friends from the Pacific are here. Come, let's talk. Hello, [Non-English content]. All once all the way. Say hello to them, get to know them, and mix a bit. Of course, the refreshments outside.
Any banking issues, all staffs are. Any other issues, see the directors. The Chairman's done for the day. Thank you very much. Thank you all for coming today