FirstCaribbean International Bank (Bahamas) Limited

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Notes to Consolidated Financial Statements For the year ended October 31, 2004 (expressed in thousands of Bahamian dollars) 25. Principal subsidiary undertakings Name FirstCaribbean International Finance Corporation (Bahamas) Limited FirstCaribbean International (Bahamas) Nominees Company Limited FirstCaribbean International Land Holdings (TCI) Limited Country of incorporation Bahamas Bahamas Turks & Caicos Islands All subsidiaries are wholly owned. 26. Dividends At the Board of Directors meeting held December 17, 2004, a final dividend of $0.18 per share amounting to $21,638,917 (2003: $0.16 per share, amounting to $19,234,593) in respect of 2004 net income was proposed and declared. The consolidated financial statements for the year ended October 31, 2004 do not reflect this resolution, which will be accounted for in the shareholders’ equity as an appropriation of retained earnings in the year ending October 31, 2005. 27. Subsequent event Subsequent to October 31, 2004, the Bank entered into a sales agreement for the sale of its office building located on Bay Street, Nassau, Bahamas and a leaseback of a portion of the building from which the branch will continue to operate. This transaction is expected to be completed by January 2005. 28. Prior period adjustment Other assets balance as reported at October 31, 2003 and 2002 included a receivable amount of $1.9 million representing the overpayment of remittances to Barclays PLC for periods prior to the combination of CIBC Bahamas and Barclays Bahamas. At the time of the combination, the overpayment was accounted for in the net asset valuation and therefore the other assets balances were incorrectly stated. In accordance with IFRS, the balances for October 31, 2003 are restated and opening retained earnings for 2003 was reduced accordingly. 29. Reclassification Certain balances on the consolidated balance sheet, including goodwill and other assets, as well as certain notes to the consolidated financial statements have been reclassified to conform to the presentation in the current year. 77
FirstCaribbean International Bank (Bahamas) Limited Information Circular We are providing these proxy materials in connection with the solicitation by the Board of Directors of FirstCaribbean International Bank (Bahamas) Limited, of proxies to be voted at the Company’s 2004 Annual General Meeting of Shareholders and at any meeting following adjournment thereof. Shareholders are advised that no shareholder proposal has been filed and no action is proposed by the Board of Directors which would create the possibility of a “dissenting shareholder” under Section 168 of The Companies Act, 1992. The Board of Directors is also not aware of any solicitation of proxies by a person or group adverse to present management of this Company. You are cordially invited to attend the annual meeting on April 8, 2005 beginning at 6:00 p.m. E.S.T. Shareholders will be admitted beginning at 5:30 p.m. E.S.T. The meeting will be held at the British Colonial Hilton, Victoria Room, Number One Bay Street, Nassau, The Bahamas. This financial year of FirstCaribbean International Bank (Bahamas) Limited began on November 1, 2003 and ended October 31, 2004. References in this proxy statement to the year 2004 or financial 2004 refer to the period as mentioned above. We are mailing this proxy statement and accompanying forms of proxy and voting instructions to holders of the Company’s ordinary shares on March 14, 2005, the record date for the meeting. Proxies and Voting Procedures The Board of Directors and the Management of the Company do not contemplate the solicitation of proxies otherwise than by mail. A shareholder has the right to appoint a person or company (who need not be a shareholder), other than the persons designated by the Directors as proxy holders in the accompanying form of proxy, to represent the shareholder at the meeting by striking out the names of the persons so designated and inserting the name of the chosen proxy holder in the blank space provided for that purpose in the form of proxy, or by completing and signing another proper form of proxy. A proxy must be in writing and must be executed by the shareholder or by an attorney authorised in writing and deposited at the offices of CIBC Trust (Bahamas) Limited, Goodman’s Bay Corporate Centre, West Bay Street, Nassau, The Bahamas. A shareholder who executes and returns the accompanying form of proxy may revoke it by an instrument in writing executed by 78 such shareholder or attorney authorised in writing and deposited at the offices of CIBC Trust (Bahamas) Limited, Registrar and Transfer Agents at Goodman’s Bay Corporate Centre, West Bay Street, Nassau, The Bahamas at any time up to and including the last business day preceding the day of the meeting, or with the Chairman of the meeting on the day of the meeting prior to the commencement thereof, or in any other manner permitted by law. All shares entitled to vote and represented by properly completed proxies received prior to the meeting and not revoked will be voted at the meeting in accordance with your instructions. If you do not indicate how your shares should be voted on a matter, the shares represented by your properly completed proxy will be voted as the Board of Directors recommends. If any other matters are properly presented at the annual meeting for consideration, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the persons named as proxies and acting thereunder will have discretion to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. At the date this proxy statement went to press, we did not anticipate that any other matters would be raised at the meeting. Shareholders Entitled to Vote Shareholders at the close of business on the record date are entitled to notice of and to vote at the annual meeting. On March 14, 2005 there were 120,216,204 ordinary shares of par value $0.10 each outstanding. Each share is entitled to one vote on each matter properly brought before the meeting. At close of business on March 14, 2005 FirstCaribbean International Bank Limited beneficially owned or controlled directly or indirectly 114,463,600 shares which represents 95.21% of the Company’s issued ordinary shares. Quorum and Required Vote The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote generally for the election of Directors is necessary to constitute a quorum a the meeting. For purposes of determining a quorum, abstentions are counted as present and are entitled to vote. Pursuant to the Articles of Association, three persons, each being a member entitled to attend and vote at the meeting, or a proxy for such a member, or the duly authorised representative of a corporate member so entitled, shall be a quorum.
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Vision To create the Caribbean’s
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Notice of Meeting Annual Meeting No
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Upon us now is a time of focus. In
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Ownership Structure 7
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Board of Directors Sharon Brown Man
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12 The Executive Leadership Team Ba
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14 Michael Mansoor Executive Chairm
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16 Charles Pink Chief Executive Off
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Chief Executive Officer’s Report
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20 Sharon Brown Managing Director
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Managing Director’s Report with o
Page 25 and 26: Management’s Discussion and Analy
Page 27 and 28: Management’s Discussion and Analy
Page 29 and 30: Building the Brand
Page 31 and 32: Revitalising in order to grow The f
Page 33 and 34: Building the ‘Deal Pipeline’ Ou
Page 35 and 36: Growing Superior Performance Levera
Page 37 and 38: More Solutions for International Cl
Page 39 and 40: Towards a New Partnership with Cust
Page 41 and 42: The Brand that Lives in our People
Page 43 and 44: One Caribbean Platform, One Team...
Page 45 and 46: PricewaterhouseCoopers Providence H
Page 47 and 48: Consolidated Statement of Income Fo
Page 49 and 50: Consolidated Statement of Cash Flow
Page 51 and 52: Notes to Consolidated Financial Sta
Page 75: Notes to Consolidated Financial Sta
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FirstCaribbean International Bank (Bahamas) Limited

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