Bahamas - FirstCaribbean International Bank

FirstCaribbean International Bank(Bahamas) Limited Information CircularShareholders Entitled to VoteShareholders at the close of business on therecord date are entitled to notice of and to voteat the annual meeting.On 14th March, 2003 there were one hundredand nineteen million, four hundred and sixtythreethousand, six hundred (119,463,600)ordinary shares of par value $0.10 eachoutstanding. Each share is entitled to one voteon each matter properly brought before themeeting.At close of business on 14th March, 2003,FirstCaribbean International Bank Limitedbeneficially owned or controlled directly orindirectly 114,463,600 shares which represents95.8% of the Company’s issued ordinaryshares.Quorum and Required VoteThe presence, in person or by proxy, of theholders of a majority of the shares entitled tovote generally for the election of Directors isnecessary to constitute a quorum at themeeting. For purposes of determining aquorum, abstentions are counted as present andare entitled to vote. Pursuant to the Articles ofAssociation, three persons, each being amember entitled to attend and vote at themeeting, or a proxy for such a member, or theduly authorised representative of a corporatemember so entitled, shall be a quorum.Election of DirectorsThe articles of the Company currently providethat the Board of Directors of the Companyshall consist of a minimum of five (5) and amaximum of twelve (12) directors, with theactual number of directors to be determinedfrom time to time by the Board of Directors.shareholders or, subject to the articles of theCompany and applicable law, appointed by theBoard of Directors between annual meetings.Each director shall hold office until the close ofthe next annual meeting of shareholders or untilhe or she ceases to be a director by operation oflaw or articles of Association of the Company oruntil his or her resignation becomes effective.By resolution of the Board of Directors, thenumber of directors has been fixed at nine (9)effective upon the election of directors at theMeeting.Messrs Mark Strang and Reginald Lobosky willnot be standing for re-election at the Meeting.The Board of Directors held six (6) meetings in2002.The persons designated as proxy holders in theaccompanying form of proxy will vote ordinaryshares represented by such form of proxy,properly executed, for the election of thenominees whose names are set forth herein,unless specifically directed to withhold a vote.All the nominees were previously elected by theshareholders of the Company as directors of theCompany.If any nominee is for any reason unavailable toserve (which management has no reason tobelieve to be the case), the persons designated asproxy holders in the accompanying form ofproxy shall have the right to exercise theirdiscretion by voting for another qualifiednominee.The following table sets out the names of allpersons proposed to be nominated for electionas Directors, along with other relevantinformation. All nominees are now members ofthe Board of Directors.Directors can be either elected annually by theshareholders at the annual meeting of16 (ii)