Bahamas - FirstCaribbean International Bank

FirstCaribbean International Bank(Bahamas) Limited Information CircularIndebtedness of Directors andSenior ManagementThere is a total indebtedness of approximatelyB$1,475,024 due to the Company from membersof the senior management and directors. Thisrepresents loans and mortgages.Management’s Interest in TransactionsNo director, executive officer, or senior officer ofthe Company, or proposed nominee for election asa director of the Company, has held or currentlyholds a material interest in any transactionentered into by the Company or its subsidiaries.Share Option PlanThere is no share option plan.Shareholder Feedback and CommunicationThe Company’s communications policy is reviewedby the Board of Directors of the Companyperiodically and provides that communicationswith all constituents will be made in a timely,accurate and effective manner. The Companycommunicates regularly with its shareholdersthrough press releases, and annual and quarterlyreports. At the Company’s shareholders’meetings, a full opportunity is afforded to permitshareholders to ask questions concerning theCompany’s activities. Investor and shareholderconcerns are addressed on an on-going basisthrough the office of the Corporate Secretary.Appointment of AuditorsAt the meeting, the shareholders will be calledupon to reappoint PricewaterhouseCoopers asthe auditors of the Company at a remunerationto be fixed by the Board of Directors and to serveuntil the close of the next annual meeting of theCompany. To be effective, the resolution reappointingPricewaterhouseCoopers as theauditors of the Company must be approved bythe majority of the votes cast by the holders ofOrdinary Shares present in person, or representedby proxy, at the Meeting. The audit committeeand the management of the Company recommendthat the shareholders vote for the reappointmentof PricewaterhouseCoopers. PricewaterhouseCoopersand its predecessor firms have acted as the auditorsof the Company since 1997.Arrangements have been made for one or morerepresentatives of PricewaterhouseCoopers toattend the meeting.Other BusinessThe management of the Company knows of nomatters to come before the meeting other than thematters referred to in the Notice of AnnualMeeting. However, if any other matters which arenot known to the management of the Companyshould properly come before the Meeting, forms ofproxy given pursuant to this solicitation by themanagement of the Company will be voted onsuch matters in accordance with the best judgmentof the person voting the proxy.Directors’ Approval and CertificateThe contents and the sending of this InformationCircular and Proxy Form have been approved bythe Board of Directors of the Company. Theforegoing contains no untrue statement of amaterial fact and does not omit to state a materialfact that is required to be stated or that is necessaryto make a statement not misleading in light of thecircumstances in which it was made.Dated at the City of Nassau, New ProvidenceIsland in the Commonwealth of The Bahamas14th March 2003.Michael MansoorChairmanCheryl E. BazardCorporate Secretary34 (iv)