PBC As the Most Attractive Dealer in Cocoa, Sheanut and Any Other Cash Crop in the West African Sub-Region

2011 FINANCIAL STATEMENTS

CONTENTS PAGE

CORPORATE VISION

NOTICE OF ANNUAL GENERAL MEETING

CURRENT COMPANY REGULATIONS OF P.B.C.

CORPORATE INFORMATION

CHAIRMAN’S STATEMENT

REPORT OF DIRECTORS

CORPORATE GOVERNANCE

DIRECTORS’ PROFILE

STATEMENT OF DIRECTORS

AUDITOR’S REPORT

STATEMENT OF COMPREHENSIVE INCOME

BALANCE SHEET

CHANGES IN EQUITY

STATEMENT OF CASH FLOW

NOTES TO THE FINANCIAL STATEMENTS

ii 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED CORPORATE VISION FOR THE YEAR ENDED 30TH SEPTEMBER 2011

Develop and maintain PBC as the most attractive dealer in cocoa, sheanut and any other cash crop in the West African sub-region

MISSION Purchase high quality produce, store and deliver same to designated Take Over Centres internally and the export market in the most efficient and profitable manner.

COMMITMENT Produce Buying Company’s traditional commitment to its stakeholders remains the same, that is to ensure: Farmer satisfaction Good return on shareholders’ investment Recruitment and retainment of a well-motivated workforce Support of projects and activities to benefit farming communities.

CORE VALUES Integrity Reliability Confidentiality Discipline Team work Customer Satisfaction

1 2011 FINANCIAL STATEMENTS

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 11th Annual General Meeting of Produce Buying Company Limited will be held at the OSU EBENEZER PRESBYTERIAN CHURCH HALL, OSU, ACCRA on WEDNESDAY, 28TH MARCH, 2012 at 10:00 a.m. to transact the following business:-

AGENDA 1. To receive and adopt the Report of the Directors, Auditors and the Financial Statements for the year ended 30th September, 2011

2. To declare Dividends for the year ended 30th September, 2011

3. To approve changes in Directorship • Mr. Tei Quartey – Retiring by rotation • Mr. Kofi Graham – Retiring by rotation • Hon. Kofi Yakah – Retiring by rotation

4. To re-elect the following Directors retiring by rotation • Mr. Kofi Graham • Hon. Kofi Yakah

5. To elect the following new Directors to replace and fill vacancies • Ms. Juliana Asante - Mrs. Cecilia Nyann (Deceased) • Hon. Sampson Ahi - Nana Kwame Nkrumah (Resigned) • Mr. Michael Owusu Manu – Mr. Tei Quartey (Retiring)

6. To appoint Auditors and to authorise the Directors to determine the remuneration.

7. To approve Non-Executive Directors fees

8. Any other business appropriate to be dealt with at an Annual General Meeting

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Special Resolution

1. To amend the Authorised Business of the Company’s Regulations

2. To change the name of the company from ‘Produce Buying Company Limited’ to ‘PBC Limited’

3. To empower the Directors of the Company in accordance with section 204 of the Companies Act, 1963 (Act 179), to raise funds through equity, debt, convertible loans or through a combination of the aforesaid, in excess of the Company’s Stated Capital to the limit of the value of cocoa purchases for every year.

DATED THIS 23RDTH FEBRUARY, 2012

BY ORDER OF THE BOARD

EDEM AMA SEKYI COMPANY SECRETARY

NOTE: A member of the Company entitled to attend and vote is entitled to appoint a Proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A form of Proxy is attached and for it to be valid for the purpose of the meeting, it must be completed and deposited at the offices of the REGISTRARS, NTHC LIMITED, MARTCO HOUSE, NO. D.542/4, OKAI MENSAH LINK, ADABRAKA, ACCRA, P. O. BOX KIA 9563, AIRPORT-ACCRA not less than 48 hours before the appointed time of the meeting.

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CURRENT COMPANY REGULATIONS OF PRODUCE BUYING COMPANY LIMITED

'The name of the Company is PRODUCE BUYING COMPANY LIMITED. 1. The nature of the businesses which the Company is authorised to carry on are: a. To acquire and take over as a going concern the activities and businesses of the Produce Buying Division of the Ghana Cocoa Marketing Board and all or any of its assets and liabilities of the said PRODUCE BUYING DIVISION OF GHANA COCOA MARKETING BOARD. b. To buy, collect, store, transport or otherwise deal in cocoa, coffee, shea nuts and shea butter produced in Ghana, and to sell same to the Ghana Cocoa Marketing Board. c. To carry out arrangements, financial or otherwise, and to contract with the Ghana Cocoa Marketing Board for the purchase of cocoa, coffee, shea nuts and shea butter. d. To appoint agents or enter into arrangements with any Company, Firm or any person or group of persons with the view to carrying on the business of the Company.'

PROPOSED AMENDMENTS TO THE COMPANY REGULATIONS OF PBC LTD.

1. A change of the name of the Company from the “Produce Buying Company Ltd” to “PBC Ltd.”

The essence for this venture is to capitalise on the vibrant and good fortune of the Company in its present state. Currently, the descriptive nature of the name describes only one activity of the company as being “produce buying.”

With the current vision and strategy of the Company to secure its financial future by entering into ancillary fields of operation to compliment the core function of cocoa purchasing, it has become necessary to have a name, which highlights the PBC brand and also permits the Company to embrace other operations being undertaken by the company.

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2. Regulation 1 - The nature of the businesses which the Company is authorized to carry on are: a) To acquire and take over as a going concern the activities and business of the Produce Buying Division of the Ghana Cocoa Marketing Board and all or any of the assets and liabilities of the said PRODUCE BUYING DIVISION OF GHANA COCOA MARKETING BOARD; b) To buy, collect, store, transport, process or otherwise deal in cocoa, coffee, sheanuts, and shea butter and any agricultural produce; c) To carry out arrangements, financial or otherwise for the purchase of cocoa and to sell same to the Ghana Cocoa Board; d) To carry out arrangements, financial or otherwise for the purchase and sale of Coffee, Shea Nuts, Shea Butter and other agricultural produce; e) To carry on business related and incidental to Agricultural Inputs, Supply and Services and Estate Development; and f) To appoint agents or enter into arrangements with any Company, Firm or any person or group of persons with the view to carrying on the business of the Company.

These additions to the authorised business of the Company will permit PBC to broaden its operational field by permitting the Company to venture into processing, internal and external marketing of its traditional produce as well as other agricultural produce, the provision of agricultural inputs, supply and services and also real estate in the form of Office Buildings, Warehouses, Cocoa Sheds to name but a few.

5 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED CORPORATE INFORMATION FOR THE YEAR ENDED 30TH SEPTEMBER 2011

BOARD OF DIRECTORS Dr. John Frank Abu - Chairman Kojo Atta-Krah - Managing Director Hon. Ernest Kofi Yakah (MP) - Director Mabel Oseiwa Quakyi (Mrs.) - Director Ebenezer Tei Quartey - Director James M. K. Ampiaw - Director Kofi Graham - Director Cecilia Nyann (Mrs.) - Director Nana Kwame Nkrumah I - Director Alhaji Yakubu Ziblim - Director Yaw Sarpong - Director A. T. D. Okine - Director Stephen Baba Kumasi - Director

SECRETARY Edem Ama Sekyi(Mrs.)

TOP MANAGEMENT Kojo Atta-Krah - Managing Director Joseph Osei Manu - DMD-Fin.& Admin. George Kwadwo Boateng - DMD-Operations

AUDITORS Pannell Kerr Forster Chartered Accountants Farrar Avenue P. O. Box 1219 Accra

SOLICITOR Edem Ama Sekyi(Mrs.) No. 106, Olusegun Obasanjo Road Dzorwulu Junction Accra

REGISTERED OFFICE No. 106, Olusegun Obasanjo Road Dzorwulu Junction Accra

BANKERS Barclays Bank of Ghana Limited Ecobank Ghana Limited Ghana Commercial Bank Limited SG-SSB Bank Limited Standard Chartered Bank Ghana Limited

6 2011 FINANCIAL STATEMENTS

CHAIRMAN’S STATEMENT

It is my pleasure to welcome you once again to the 11th Annual General Meeting of the Produce Buying Company Limited and to present to you the Annual Report and Statement of Accounts of your Company for the Financial Year ended 30th September, 2011.

The strong operational foundation that has been laid by the Company since the last couple of years, has spurred the Company to continue to chalk great successes in its financial performances despite the numerous challenges that bedeviled the cocoa industry during the year under consideration.

The Company was able to surmount a lot of the challenges and achieve another successful operational year through pragmatic measures taken by the Board and Management.

COCOA PRODUCTION

National cocoa purchases increased by 70.8% from 632,026 tonnes in 2009/10 to 1,011,880 tonnes during the year under review due mainly to good weather, central government interventions in the provision of fertilizer and other inputs to farmers as well as the mass spraying programme.

Similarly, your Company increased tonnage purchased by 56% from 238,967 tonnes in 2009/10 to 374,858 tonnes during the year and achieved a market share of 37%.

OPERATING RESULTS

Dear Shareholders, the Company’s total revenue increased from GH¢632.902 million to Gh¢1.302 billion, a significant increase of 105.7% mainly due to increase in the quantity of cocoa purchased, producer price paid to farmers, buyers margin to LBCs as well as the freight earnings from our secondary evacuation activities.

Correspondingly, the cost of sales grew by 109.6% from GH¢556.674 million of the previous year to GH¢1.167 billion due mainly to the increase in producer price and the jump in the quantity of cocoa purchased.

7 2011 FINANCIAL STATEMENTS

The high cost of sales is also an indication of the huge sums of money that were needed and therefore sourced for the Company’s operational activities during the year which resulted in high finance cost.

Finance cost which constituted about 25.6% of Gross Operational Earnings continues to pose a challenge to the Company’s financial performance. The Board and Management has put in place a number of measures including accessing offshore facilities at relatively lower cost, to supplement the local funding sources to bring finance cost to an acceptable level.

The huge sums of money involved in our operations tend to expose the Company to a number of operational and financial risk such as interest rate risk, as well as market and security risks.

It is gratifying to note that in the year under review, the Company achieved an unprecedented high profit after tax of GH¢27.655 million as against GH¢14.112 million though our market share slightly reduced from 38% to 37% signifying the extent of intense competition in the cocoa industry. The net profit after tax also represents 58.4% after tax return on capital employed.

Our balance sheet also showed a strong growth and resilient financial position as shareholder’s equity rosed by 100.5% from GH¢23.625 million to GH¢47.374 million. Total Company Assets grew by 62% from GH¢169.031 million to GH¢274.338 million. This growth was mainly led by inventories, trade and other receivables as well as Property, Plant & Equipment which respectively grew by 21%, 87%, and 26%.

Basic Earning Per Share (EPS) increased by 95.9% from GH¢0.0294 in the previous year to GH¢0.0576 indicating an improvement of shareholders earnings arising out of the Company’s activities during the year.

8 8 2011 FINANCIAL STATEMENTS

INVESTMENT

The Company’s plan to establish a factory in Buipe to process sheanut for export is on course. All the civil works have been completed, and the installation of the factory equipment is currently being carried out earnestly under the direction of Engineers from Brazil.

Hopefully, the factory will be completed and become operational by February, 2012.

The decision to create the subsidiary PBC Shea Ltd to which you granted approval is to better establish the Company’s involvement in shea and create a sustainable option of diversification for the Company.

With the intention to provide adequate and improved storage facilities to warehouse, increase cocoa purchases, the Company intends to invest part of its earnings in rehabilitating and renovating dilapidated sheds and depots as well as constructing new ones where necessary.

Again, the Company intends to rehabilitate the current structure housing its Head Office as well as its compound which is in a very deplorable state. It is worth mentioning that the Company on a number of occasions in past years, has suffered whenever there was flooding in the city. The rehabilitation is therefore intended to solve this problem as well as give a positive image and enhance the Company’s corporate presence and position.

As part of its programme to diversify its revenue base for sustained profitability, the Company also intends to convert its Guest House located at Nhyiaeso, a prime area in Kumasi into a 40-room hospitality facility to be operated purely as a commercial entity also under a subsidiary Management. This project will be funded through funds from a local bank.

SOCIAL SERVICES

As part of its social responsibility programme, the Company has supported a number of socio-economic development projects to enhance the livelihood of the Community in which it operates. During the year, the Company committed about GH¢158,000 in such projects as road and bridges rehabilitation, support of electrification projects and building of educational facilities, as well as donations towards cultural festivals.

9 2011 FINANCIAL STATEMENTS

?Notable among these are:

?Maintenance work on sections of Samreboi-Amuako-Mumuni Camp-Nkwanta roads in the Western Region which cost the Company GH¢81,400

?Support of road improvement in Enchi costing GH¢10,000

?Support of Community Centre Project, Kasapin with an amount of GH¢5,000

?Donation to flood victims in the Central Gonja District, Northern Region of GH¢20,000

?Donation towards 2010 National Farmers Day of GH¢20,000

?Donation towards flood victims in the Eastern Region of GH¢20,000

The excellent performance achieved by your Company over the last three years culminated in the Company’s recognition as the year 2010 No. 1 Company in the prestigious GHANA CLUB 100. In the same vein, the Company was adjudged the Best Company in the Services Sector.

It is hoped that this enviable feat chalked by the Company will spur the Board, Management and Staff to continue to put up their best for the continuous growth of the Company in the years ahead.

DIVIDEND

Distinguished Shareholders,

The Company’s net worth improved greatly from GH¢23.625 million in 2009/10 to GH¢47.373 million in the year under review representing 100.5% growth. This was largely due to improved profitability and sound retention policy.

The Retained Earnings (Income Surplus) balance before appropriation as at the end of the year stands at GH¢30.778 million. As part of the appropriation of this surplus, your Directors have proposed payment of the amount of GH¢8.304 million to our cherished shareholders as dividend for the year. This translates into a dividend of GH¢ 0.0173 per share. This amount constitutes 30% of after tax profit which is in line with corporate dividend policy.

10 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED REPORT OF THE DIRECTORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011 In accordance with the requirements of Section 132 of the Companies Code 1963 (Act 179), we the Board of Directors of Produce Buying Company Limited, present herewith the annual report on the state of affairs of the company for the year ended 30 September, 2011.

Results of Operations 2011 2010 GH¢ GH¢ Turnover 1,301,776,645 632,902,845

Profit before Tax of 37,434,833 19,256,444

From which is deducted provision for The estimated income tax liability of (9,779,907) (5,143,902)

Leaving a Net Profit after tax of 27,654,926 14,112,542

To which is added the retained Earnings as at 1 October 7,381,947 5,981,312

35,036,873 20,093,854

Dividend paid during the year (4,208,382) (1,769,434) Transfer to share deals account (50,000) (50,000) Transfer to stated capital 0 (10,085,623) Withholding tax on Transfer to capital 0 (806,850

Resulting in a balance carried

To the Balance Sheet of 30,778,491 7,381,947

Dividend

A final dividend of GH¢0.0173 per share amounting to GH¢8,304,000.00 has been proposed by the directors for the year ended 30th September 2011.

Nature of Business

There has not been any change in the nature of business of the Company during the year. The principal activity of the Company during the year continued to be “to buy, collect, store, transport and otherwise deal in cocoa, coffee and sheanuts produced in Ghana on behalf of Ghana Cocoa Board”.

Corporate Status On the 15th of September 1999, the company was incorporated as a Public Limited liability Company under the Companies Code 1963 (Act 179). On the 19th of May 2000 the company was listed on the Ghana Stock Exchange and 30.2% of its shares were transferred and are currently held by the public.

12 2011 FINANCIAL STATEMENTS

Results of Operations 2011 2010 GH¢ GH¢ Turnover 1,301,776,645 632,902,845

Profit before Tax of 37,434,833 19,256,444

From which is deducted provision for The estimated income tax liability of (9,779,907) (5,143,902)

Leaving a Net Profit after tax of 27,654,926 14,112,542

To which is added the retained Earnings as at 1 October 7,381,947 5,981,312

35,036,873 20,093,854

Dividend paid during the year (4,208,382) (1,769,434) Transfer to share deals account (50,000) (50,000) Transfer to stated capital 0 (10,085,623) Withholding tax on Transfer to capital 0 (806,850

Resulting in a balance carried

To the Balance Sheet of 30,778,491 7,381,947

Dividend

A final dividend of GH¢0.0173 per share amounting to GH¢8,304,000.00 has been proposed by the directors for the year ended 30th September 2011.

Nature of Business

12 2011 FINANCIAL STATEMENTS

Authorised Share Capital

There was no change in the Authorised or Issued Share Capital of the Company during the year.

Directors The Directors of the Company who held office during the year are as follows:

Name Date of Appointment Date of Retirement /Resigned

Dr. John Frank Abu - Chairman 23.10.2009 Mrs. Mabel Oseiwa Quakyi Mr. Ebenezer Tei Quartey Hon. Ernest Kofi Yakah (MP) Mr. Kofi Graham Mr Kojo Atta-Krah - Managing 01.12.2009 Mr. Abraham T. D. Okine 25.03.2011 Mr. Stephen Baba Kumasi 25.03.2011 Mr. Yaw Sarpong 24.04.2009 Mr. James M. K. Ampiaw 24.04.2009 (Retired) 25.03.2011 Alhaji Yakubu Ziblim 01.02.2002 (Retired)25.03.2011 Mrs. Cecilia Nyann 23.10.2009 (Died) 20.08.2011 Nana Kwame Nkrumah I 23.10.2009 (Resigned) 26.07.2011

Auditors

A resolution proposing the re-appointment of the company’s auditors, Messrs Pannell Kerr Forster will be put before the Annual General Meeting in accordance with Section 134(5) of the Companies Code 1963 (Act 179).

Events after Balance Sheet Date

The Directors confirm that no matters have arisen since 30th September 2011, which materially affect the financial statements of the Company for the year ended on that date.

BY ORDER OF THE BOARD

…………………………..Director …………………………Director

ACCRA

……………………………… 29th December, 2011

13 2011 FINANCIAL STATEMENTS

CORPORATE GOVERNANCE OF PRODUCE BUYING COMPANY LIMITED

The Board of Directors makes every effort to adhere to the principles of Good Corporate Governance.

It operates through its Standing Committees per their respective mandates, and from time to time forms relevant committees as necessary and co-opts other members of the Board and/or staff as appropriate. Board Committees are expected to deliberate on relevant issues referred for attention by the Board and report to the full Board at its ensuing regular meeting for decisions to be taken. PBC Ltd. as a Company respects the standards of good corporate governance, which includes transparency, accountability and the rights of all Shareholders.

AUDIT AND FINANCE COMMITTEE

The Audit and Finance Committee reviews and makes recommendations to the Board on all aspects of the audit and financial reporting processes of the Company in line with good corporate governance principles. The Committee holds regular meetings to achieve its mandate.

The Committee is made up of the following non-executive directors:

Ms. Cecelia Nyann - Chairlady Mr. Tei Quartey - Member Mr. Kofi Graham - Member Mrs. Mabel Quakyi - Member

In attendance at the Audit and Finance committee meetings are:

The Managing Director, Deputy Managing Director (Finance and Administration) and the Senior Manager, Audit.

OPERATIONS COMMITTEE

The Operations Committee of the Board is responsible for the review of the operational report as presented by the Research, Monitoring and Evaluation Department through the Deputy Managing Director (Operations). The Committee also holds spot meetings on emergencies and makes recommendations to the Board.

14 2011 FINANCIAL STATEMENTS

The Committee is made up of the following non-executive directors:

Dr. John Frank Abu - Chairman Mr. Yaw Sarpong - Member Hon. Kofi Yakah - Member Mr. Stephen Baba Kumasi - Member Mr. Tei Quartey - Member

In attendance at the Operations Committee’s meeting are: The Managing Director and the Deputy Managing Director (Operations).

HUMAN RESOURCE/COMPENSATION AND GOVERNANCE COMMITTEE

The Human Resource/Compensation and Governance Committee is responsible for establishing the process for identifying, recruiting, appointing and providing on-going development for Directors, Management and Staff. In addition, it is the responsibility of the Committee to identify individuals qualified to become Board Members, consistent with the criteria approved by the Board and the Companies Code and to select, or to recommend that the Board select the director nominees’ for the next annual meeting of the shareholders. The Committee also has the responsibility to develop and recommend to the Board a set of corporate governance principles applicable to the Company and to oversee the evaluation of the Board.

The Committee is made up of the following members:

Mr. A. T. D. Okine - Chairman Dr. John Frank Abu - Member Ms. Cecelia Nyann - Member Mrs. Mabel Quakyi - Member Mr. Yaw Sarpong - Member

In attendance at the Committee’s meetings are: The Managing Director and the Deputy Managing Director (Finance and Administration).

15 2011 FINANCIAL STATEMENTS

PROJECTS COMMITTEE

The Projects Committee has a mandate to ensure the following:

tHandling and advising the Board on all matters relating to Project execution within the Company, specifically matters from the General Services Department, I.C.T. Department and the Haulage and Technical Department.

tReviewing and making recommendations to the Board on all aspects of projects undertaken or anticipated by the Company as it may be referred to it by the Board. Evaluating and determining the quality of work on projects undertaken and advising the Board accordingly.

tSupervising and advising on matters regarding the physical assets of the Company and its development.

The Committee is made up of the following members:

1. Mr. Kofi Graham - Chairman 2. Mr. A. T. D. Okine - Member 3. Hon. Kofi Yakah - Member 4. Mr. Stephen Baba Kumasi - Member

In attendance at the Committee’s meeting are:

The Managing Director and the Deputy Managing Director (Operations).

The Solicitor Secretary has the responsibility of administering Board activities as well as perform the statutory responsibilities of a Secretary under the Companies Code, 1963 (Act 179).

16 2011 FINANCIAL STATEMENTS

PROFILE OF NEW DIRECTORS

MS. JULIANA A. D. B. ASANTE

Ms. Juliana A. D. B. Asante has been nominated for appointment to the Board of Directors, PBC Ltd. as a Government Representative.

Born on 10th day of February, 1960, Ms. Asante is a Chartered Accountant with fourteen years professional experience in the field of accounting on the European and African Continents.

She gained her experience whilst working with the Public and Private Sector viz Deloitte (Ghana) as Senior Audit Manager and as Senior Finance Manager at Central Manchester & Manchester Children’s University Hospital (CMMCU), UK.

Currently, she is the Principal Consultant / Managing Partner for INTERGRITAS, providing financial services and solutions to a variety of Organisations.

She was the team leader responsible for preparing the budget for the negotiation of Ghana’s Millennium Challenge Account Compact signed on 1st August, 2006 and saw to the implementation of an integrated Financial Accounting and Materials Management Software Solution at the Volta River Authority and the development of training courses and materials.

Ms. Asante holds a degree in B. Sc. Administration from the University of Ghana, a Chartered Accountant with the Association of Chartered Certified Accountants (ACCA), Institute of Chartered Accountants Ghana (CA) and a Fellow with the Association of Chartered Certified Accountants (FCCA).

She is a Board member of the Export Development and Investment Fund (EDIF) and Rancard Solutions and also a member of the Task Force established by the ICA Ghana to direct the implementation of International Financial Reporting Standards (IFRS) in Ghana.

She also serves as Secretary to the Practice Society of Institute of Chartered Accountants (Ghana).

17 2011 FINANCIAL STATEMENTS

HON. SAMPSON AHI

Hon. Sampson Ahi has been nominated for appointment to the Board of Directors, PBC Ltd. as a Government Representative.

Born on 14th September, 1976 at Sefwi Bodi in the Western Region, he is a self - employed business person and the current Honourable Member of Parliament for Juaboso, Western Region.

Prior to his election as a Member of Parliament, Hon. Ahi gained working experience in the cocoa industry whilst working for Armajaro Cocoa Buying Company Ghana Limited as a Sector Manager.

Hon. Ahi holds a Bachelor Degree in Political Science from the University of Ghana and an Executive Master of Governance and Leadership from the Ghana Institute of Management and Public Administration (GIMPA).

MICHAEL OWUSU-MANU

Mr. Michael Owusu-Manu has been nominated for appointment to the Board of PBC Ltd. as the representative of the Ministry of Finance and Economic Planning (MOFEP).

He is currently the Head of Cocoa Affairs Unit of MOFEP and an Agricultural Economist by profession. Mr. Owusu-Manu holds a MSc. in Agricultural Economics from the McGill University, Montreal, Canada and a BSc. in the same subject from the Nova Scotia Agriculture College/Dalhousie U n i v e r s i t y , N o v a S c o t i a , C a n a d a .

He attained his ordinary level education at the Opoku Ware School in Kumasi and Advanced Level e d u c a t i o n a t t h e O f o r i P a n i n S e c o n d a r y S c h o o l a t K u k u r a n t u m i .

Until his appointment, he was the Head of the Economics Department of the Alliance of Cocoa Producing Countries (COPAL) based in Lagos, Nigeria. He has also been a chairperson of the A f r i c a n U n i o n T a s k f o r c e o n C o m m o d i t i e s .

He was a Research Officer with the Ghana Cocoa Board before taking on the COPAL appointment, lectured at the Kwame Nkrumah University of Science and Technology and provides consultancy services for a number of agricultural based projects.

18 2011 FINANCIAL STATEMENTS

19 2011 FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PRODUCE BUYING COMPANY LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

Report on the Financial Statements

We have audited the accompanying financial statements of Produce Buying Company Limited which comprise the statement of financial position as of September 30, 2011, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Financial Statements

The Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in the manner required by the Companies Code, 1963 ( Act 179) Securities and Exchange Commission Regulations 2003, LI 1728 and Ghana Stock Exchange Membership Regulations 1991 LI 1510 as amended. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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We have not had sight of the Title Deeds for the sheds and buildings ceded to the company by Ghana Cocoa Board as stated in the Company’s books to establish the company’s ownership of these assets. However as stated in Note 25, the Government has undertaken to ensure that Ghana Cocoa Board takes all steps required of it under the Ceding Agreement of June 30, 1999 to effectuate the cession of assets to Produce Buying Company Limited.

Opinion

In our opinion, subject to any adjustment that might have been found to be necessary had we been able to satisfy ourselves as to the title deeds referred to above, the financial statements give a true and fair view of the financial position of Produce Buying Company Limited as of September 30, 2011 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Code, 1963 (Act 179), Securities and Exchange Commission Regulations 2003, LI 1728 and Ghana Stock Exchange Membership Regulations 1991 LI 1510 as amended.

Report on Other Legal and Regulatory Requirements

The Companies Code, 1963, (Act 179) requires that in carrying out our audit we consider and report to you on the following matters. We confirm that: I. Except for the Title Deeds of the sheds and buildings ceded to the company by Ghana Cocoa Board, we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. ii In our opinion proper books of accounts have been kept by the company, so far as appears from our examination of those books, and iii The company’s statement of financial position and statement of c o m p r e h e n s i v e income are in agreement with the books of accounts.

Farrar Avenue, Accra PANNELL KERR FORSTER CHARTERED ACCOUNTANTS

……………………………………

21 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2011

NOTES 2,011 2,010 GH¢ GH¢

Revenue 6 1,301,776,645 632,902,845

Cost of Sales (1,166,973,347) (556,674,076)

Gross Profit 134,803,298 76,228,769

Other Income 8 5,617,754 2,349,911

Direct Operating Expenses (43,684,525) (22,975,080) General and Administrative Expenses 7 (24,738,066) (17,944,870)

Operating profit before financing 71,998,461 37,658,730

Net Finance Expenses 9 (34,563,628) (18,402,286)

Profit before Taxation 37,434,833 19,256,444 Income Tax Expense 10a (9,779,907) (5,143,902)

Profit for the year transferred to Income Surplus Account 27,654,926 14,112,542

Other Comprehensive Income

Available -for-Sale Financial Assets 370,909 872,728 Deferred tax on revaluation (18,545) (43,636)

Total Other Comprehensive Income 352,364 829,092

Total Comprehensive Income for the 28,007,290 14,941,634

Basic earning per share GH¢0.0576 GH¢0.0294

Diluted earning per share GH¢0.0576 GH¢0.0294

22 2011 FINANCIAL STATEMENTS

P R O D U C E B U YIN G C O M P A N Y L IM IT E D S T A T E M E N T O F F IN A N C IA L P O S IT IO N A S A T 3 0 S E P T E M B E R 2 0 1 1

N O T E S 2 ,0 1 1 2 ,0 1 0 N o n -C u rre n t A s s e ts G H ¢ G H ¢ P ro p e rty, p la nt a nd e q uip m e nt 1 3 a 3 7 ,1 3 5 ,8 6 3 2 9 ,4 2 7 ,6 4 0 Inta ng ib le a sse ts 1 4 2 1 ,2 6 0 3 4 ,7 8 2 A va ila b le fo r sa le fina ncia l a sse t 1 2 1 ,8 2 5 ,4 5 5 1 ,4 5 4 ,5 4 6 T o ta l n o n -c u rre n t 3 8 ,9 8 2 ,5 7 8 3 0 ,9 1 6 ,9 6 8

C u rre n t A s s e ts Inve nto rie s 1 5 1 1 7 ,5 7 2 ,6 7 4 9 7 ,2 0 4 ,7 0 8 Tra d e a nd o the r re ce iva b le s 1 6 6 0 ,7 5 4 ,6 9 7 3 2 ,5 5 5 ,9 7 9 S ho rt te rm inve stm e nts 1 7 2 4 ,9 0 0 ,0 3 9 5 ,1 2 0 ,9 5 4 C a sh a nd ca sh 1 8 3 2 ,1 2 8 ,3 0 3 3 ,2 3 2 ,8 7 0

T o ta l c u rre n t a s s e ts 2 3 5 ,3 5 5 ,7 1 3 1 3 8 ,1 1 4 ,5 1 1

T o ta l a s s e ts 2 7 4 ,3 3 8 ,2 9 1 1 6 9 ,0 3 1 ,4 7 9

E q u ity S ta te d ca p ita l 2 4 a 1 5 ,0 0 0 ,0 0 0 1 5 ,0 0 0 ,0 0 0 R e ta ine d e a rning s 2 4 c 3 0 ,7 7 8 ,4 9 1 7 ,3 8 1 ,9 4 7 O the r re se rve s 2 4 d 1 ,5 9 5 ,0 1 2 1 ,2 4 2 ,6 4 8 T o ta l e q u ity 4 7 ,3 7 3 ,5 0 3 2 3 ,6 2 4 ,5 9 5 N o n -c u rre n t lia b ilitie s D e fe rre d ta x lia b ility 1 1 a 3 ,2 7 8 ,6 7 6 2 ,4 7 2 ,5 4 1 F ina nce le a se 2 3 2 ,1 0 4 ,6 6 8 2 ,6 8 5 ,1 6 8 M e d ium te rm lo a n 2 2 a 5 ,2 6 4 ,2 9 0 3 ,3 1 4 ,5 4 8 L o ng te rm lo a n 2 2 b 5 ,2 6 2 ,0 3 3 - P re fe re nce sha re ca p ita l 2 4 b 1 0 0 1 0 0 T o ta l n o n -c u rre n t lia b ilitie s 1 5 ,9 0 9 ,7 6 7 8 ,4 7 2 ,3 5 7 C u rre n t lia b ilitie s B a nk o ve rd ra ft 2 0 3 4 ,5 6 5 ,3 1 7 1 8 ,2 0 4 ,4 8 2 Inco m e ta x lia b ility 1 0 b 6 ,0 8 1 ,4 7 2 4 ,6 5 5 ,1 2 0 S ho rt Te rm L o a n 2 1 1 4 9 ,9 2 5 ,5 8 4 1 0 0 ,5 8 8 ,6 6 2 M e d ium te rm lo a n (curre nt p o rtio n) 2 2 a 2 ,1 6 7 ,7 8 8 3 ,6 7 7 ,2 2 8 F ina nce le a se (curre nt p o rtio n) 2 3 5 8 1 ,5 0 0 5 8 1 ,5 0 0 Tra d e a nd o the r p a ya b le s 1 9 1 7 ,7 3 3 ,3 6 0 9 ,2 2 7 ,5 3 5 T o ta l c u rre n t lia b ilitie s 2 1 1 ,0 5 5 ,0 2 1 1 3 6 ,9 3 4 ,5 2 7 T o ta l lia b ilitie s 2 2 6 ,9 6 4 ,7 8 8 1 4 5 ,4 0 6 ,8 8 4 T o ta l lia b ilitie22nds a nDecemberd e q u ity 2 7 4 ,3 3 8 ,2 9 1 1 6 9 ,0 3 1 ,4 7 9

A p p ro v e d b y th e B o a rd o n 22nd… … December… … … … … … … … … … .2 0 1 1

...... Director ...... Director

23 2011 FINANCIAL STATEMENTS

24 2011 FINANCIAL STATEMENTS

P R OD U C E B U YIN G C OMP AN Y LIMITE D S TATE ME N T OF C AS H FLOW FOR TH E YE AR E N D E D 30 S E P TE MB E R 2011

2,011 2,010 GH ¢ GH¢ C ash flow s from operating activities P rofit before taxation 37,434,833 19,256,444 A djustment for: D epreciation and A mortisation charges 5,700,989 4,156,400 Interest Received (1,364,353) (735,305) (P rofit)/Loss on P roperty, P lant and E quipment (423,393) 19,813 Interest expense 35,927,981 19,137,591

Operating profit before w orking capital changes 77,276,057 41,834,943 C hange in inventories (20,367,966) (74,698,904) C hange in trade and other receivables (28,198,718) (290,365) C hange in trade and other payables 8,505,825 (3,752,292)

C ash generated from operations 37,215,198 (36,906,618) Income taxes paid (7,565,965) (172,562)

N et cash flow from operating activities 29,649,233 (37,079,180)

C ash flow from investing activities

Interest Received 1,364,353 735,305 P roceeds from disposal of A ssets 436,119 67,618 P ayments to acquire P roperty, P lant and E quipment (13,408,416) (8,161,942)

N et C ash used in Investing Activities (11,607,944) (7,359,019)

C ash flow s from Financing Activities Interest paid (35,927,981) (19,137,591) P ayment for S hare B uy B ack (50,000) (50,000) D ividend paid during the year (4,208,382) (1,769,434) S hort Term Loan Received 49,336,922 57,409,662 Finance Lease Repayment (580,500) (454,670) Medium Term Loan (Repayment)/Received 440,302 (497,562) Long Term Loan 5,262,033 -

N et C ash from Financing Activities 14,272,394 35,500,405

N et Increase/(D ecrease) in C ash and C ash 32,313,683 (8,937,794) C ash and C ash equivalents at 1 October (9,850,658) (912,864)

C ash and C ash equivalents at 30 22,463,025 (9,850,658)

C ash and C ash E quivalents. C ash in Hand and at B ank 32,128,303 3,232,870 B ank overdraft (34,565,317) (18,204,482) Treasury B ills/C all D eposits 24,900,039 5,120,954

22,463,025 (9,850,658)

25 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

1.0. REPORTING ENTITY

Produce Buying Company Limited is a company registered and domiciled in Ghana. The address of the company’s registered office can be found on page 1 of the annual report. The company is authorised to buy, collect, store, transport and otherwise deal in cocoa, coffee and sheanuts produced in Ghana on behalf of Ghana Cocoa Board.

2.0 BASIS OF PREPARATION a. Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and its interpretations adopted by the International Accounting Standards Board (IASB). b. Basis of measurement

The financial statements are prepared on the historical cost basis except for financial instruments and other assets that are stated at fair values. c. Functional and presentational currency

The financial statements are presented in Ghana Cedis (GH¢) which is the company’s functional currency. d. Use of estimates and judgement

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

26 2011 FINANCIAL STATEMENTS

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in notes 4 and 29.

3.0 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in these financial statements by the company. a. Financial Instruments

(I) Non-derivative financial instruments

Non-derivative financial instruments comprise investment in shares and treasury bills, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instrument not at fair value through profit and loss, any directly attributable transaction cost. Subsequent to initial recognition non-derivative financial instruments are measured at amortised cost using the effective interest rate method, less any impairment losses, if any.

Non-derivative financial instruments are categorised as follows:

Loans and receivables – these are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These assets are measured at amortised cost using the effective interest rate method, less any impairment losses.

Financial liabilities measured at amortised cost - this relates to all other liabilities that are not designated at fair value through profit or loss.

Available-for-sale financial assets - The Company’s investments in shares are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses are recognised directly in equity. When an investment is derecognised, the cumulative gain or loss in equity is transferred to profit or loss.

(ii) Off setting

Financial assets and liabilities are set off and the net amount presented in the balance sheet when, and only when, the company has a legal right to set off the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

27 2011 FINANCIAL STATEMENTS

Income and expenses are presented on a net basis when permitted by the accounting standards, or for gains and losses arising from a group of similar transactions.

(iii) Amortised cost measurement

The amortised cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment.

(iv) Stated capital (Share capital)

Ordinary Shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Preference Shares

Preference share capital is classified as equity if it is non-redeemable or is redeemable but only at the company’s option, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity upon approval by Board of Directors.

Preference share capital is classified as a liability if it is redeemable on a specific date or at the option of the shareholders or if dividend payments are not discretionary.

Dividends thereon are recognised as distributions within equity upon approval by Board of Directors.

Repurchase of stated capital (treasury shares)

When stated capital recognised as equity is repurchased, the amount of the consideration paid which includes directly attributable costs, is net of any tax effects, and is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on transaction is transferred to/from retained earnings.

28 2011 FINANCIAL STATEMENTS

(b) Leases

(i) Classification

Leases that the company assumes substantially all the risks and rewards of ownership of the underlying asset are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and present value of the minimum lease payments. Subsequent to initial recognition, the leased asset is accounted for in accordance with the accounting policy applicable to that asset.

Other leases are classified as operating leases.

(ii) Lease Payments

Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.

Minimum lease payments made under finance leases are apportioned between the finance expense and as reduction of the outstanding lease liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, and any other costs directly attributable to bringing the asset to a working condition for its intended use. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components). Subsequent costs

The cost of replacing part of an item of property, plant or equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the company and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in income statement as incurred.

29 2011 FINANCIAL STATEMENTS

(iii) Depreciation

Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated.

The estimated useful lives for the current and comparative periods are as follows:

Buildings - 3% Plant and Machinery - 20% Motor vehicles - 20% Operational Vehicles - 10% Furniture and equipment - 20%

Depreciation methods, useful lives and residual values are reassessed at each reporting date. Gains and losses on disposal of property, plant and equipment are included in the income statement.

(d) Intangible Assets

Software

Software acquired by the company is stated at cost less accumulated amortisation and accumulated impairment losses.

Subsequent expenditure on software assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

Amortisation is recognised in the income statement on a straight-line basis over the estimated useful life of the software, from the date that it is available for use. The estimated useful life of software is five years.

(e) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less estimated selling expenses.

30 2011 FINANCIAL STATEMENTS

(f) Trade and Other Receivables

Trade receivables are stated at amortised costs, less impairment losses. Specific allowances for doubtful debts are made for receivables of which recovery is doubtful.

Other receivables are stated at their cost less impairment losses.

(g) Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand and bank balances and these are carried at amortised cost in the balance sheet.

(h) Employee Benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions to a separate entity and will have no legal or constructive obligation to pay future amounts. Obligations for contributions to defined contribution schemes are recognised as an expense in the income statement when they are due.

(i) Revenue

(i) Sale of goods

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns, trade discounts, taxes and volume rebates. Revenue is recognised when the significant risks and rewards of the ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement in the goods, and the amount of revenue can be measured reliably.

(ii) Sale of services

Revenue from services rendered is recognised in the income statement when the service is performed.

(j) Finance Income and Expense

Finance income comprises interest income on funds invested (including available-for-sale financial assets) and dividend income. Interest income is recognised in the income statement using the effective interest method. Dividend income is recognised in the statement of comprehensive income statement on the date that the company’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.

31 2011 FINANCIAL STATEMENTS

Finance expenses comprise interest expense on borrowings. All borrowing costs are recognised in the income statement using the effective interest method.

(k) Impairment

(i) Financial assets

A financial asset is considered impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its current fair value.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognised in the income statement. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised.

(ii) Non-financial assets

The carrying amounts of the company’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated.

(l) Income tax

Income tax expense comprises current and deferred tax. The company provides for income taxes at the current tax rates on the taxable profits of the company.

Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

32 2011 FINANCIAL STATEMENTS

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(m) Dividend

Dividend payable is recognised as a liability in the period in which they are declared.

(n) Event After Balance Sheet Date

Events subsequent to the balance sheet date are reflected in the financial statements only to the extent that they relate to the year under consideration and the effect is material.

(o) Segment reporting

A segment is a distinguishable component of the company that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. Segment information based on the internal reports regularly reviewed by the company’s Chief Operating Decision Maker in order to assess each segment’s performance and to allocate resources to them. Currently the company presents segment information in respect of its business segments (see note 5). Under the management approach, the company will present segment information in respect of marketing and haulage.

(p) Earnings per share

The company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

33 2011 FINANCIAL STATEMENTS

(q) Borrowing Cost

Borrowing costs shall be recognised as an expense in the period in which they are incurred, except to the extent that borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset shall be capitalised as part of the cost of that asset.

The capitalisation of borrowing costs as part of the cost of a qualifying asset shall commence when: expenditures for the asset are being incurred; borrowing costs are being incurred; and activities that are necessary to prepare the asset for its intended use or sale are in progress

Capitalisation of borrowing cost shall be suspended during extended periods in which active development is interrupted. Capitalisation of borrowing costs shall cease when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are completed.

® The following standards, amendments and interpretations were also applicable for the year ended 30th September 2011 and were either not relevant to Produce Buying Company Limited or had no impact on the Company’s Financial Statements:

Amendments/Improvements Effective date

IFRIC 14 IAS 19. The limit on a Define Benefit Assets. 01-Jan-11 Minimum Funding Requirements and their Interaction. IFRS 1 IFRS 1. First time Adoption of IFRSs 01-Jan-11 IAS 34 IAS 34. Interim Financial Reporting 01-Jan-11 IFRIC 13 IFRIC 13. Consumer Loyalty Programmes 01-Jan-11 IFRS 7 IFRS 7. Disclosure – Transfers of Financial Assets 01-Jul-11 IFRS 1. Server Hyperinflation and Removal of Fixed Dates for First – time Accounts. IFRS 1 01-Jul-11 IAS 24 IAS (revised). Related Party Disclosures - The revisions provide a partial exemption from the disclosure requirements for government- 1 January 2011 related entities and simplify the definition of a related party.

34 2011 FINANCIAL STATEMENTS

(s) New standards and interpretations not yet adopted

Amendments/Improvements Effective date IAS 12 IAS 12 Deferred Tax; Recovery of Underlying Assets 01-Jan-12 IFRS 9. Financial Instruments – Classification and Measurement. IFRS 9 01-Jan-13 IAS 19 Employee Benefits - Amended Standard resulting from the Post- Employment Benefits and Termination Benefits projects. 01-Jan-13

IFRS 13 Fair Value Measurement 01-Jan-13 Presentation of Financial Statements - Amendments to revise the way other comprehensive income is 01-Jul-12 IAS 1 presented. IFRS 12 Disclosure of Interests in Other Entities. 01-Jan-13 Investments in Associates – Reissued as IAS 28, Investments in IAS 28 Associates and Joint Ventures (as amended in 2011) 01-Jan-13

4.0 DETERMINATION OF FAIR VALUES

A number of the company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

(i) Trade and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the current market rate of instruments with similar credit risk profile and maturity at the reporting date. Receivables due within 6-month period are not discounted as the carrying values of approximate their fair values.

(ii) Non-derivative financial liabilities

Fair value, which is determined for disclosure purposes, is calculated on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. Instruments with maturity period of 6 months are not discounted as their carrying values approximate their fair values.

(iii) Investments in equity

The fair value of available-for-sale financial assets is determined by reference to their quoted bid price at the reporting date.

35 2011 FINANCIAL STATEMENTS

5 SEGMENT REPORTING

Segmental information is presented in respect of the company’s business segments. The primary format and business segments, is based on the company’s management and internal reporting structure.

The company’s results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly income-earning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and expenses which are managed centrally.

The two main business segments are:

Marketing – sale of cocoa beans Haulage – transporting of cocoa beans The company does not have a geographical segment

36 2011 FINANCIAL STATEMENTS

37 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

2011 2010

6 REVENUE NOTES GH¢ GH¢

Sale of Produce 1,284,887,584 622,664,309 Services (Haulage) 16,889,061 10,238,536

1,301,776,645 632,902,845

7 ADMINISTRATIVE AND GENERAL EXPENSES include the following:- Depreciation and amortisation 514,211 294,528 Auditors Remuneration 32,000 28,000 Directors emoluments 167,791 151,951 Subscriptions and Donations 169,596 107,620

8 OTHER INCOME Rent Income 1,490,536 140,495 Recoveries from Shortages 1,952,887 1,052,705 Sundry Income 484,873 137,467 Asset Disposal Gain 13c 423,393 - Cocoa Sweeping Proceeds 1,256,502 1,009,681 Staff Loan Discount Recycle 9,563 9,563

5,617,754 2,349,911

9 NET FINANCE EXPENSES Interest Income 1,364,353 735,305 Bank and Produce loan interest (35,927,981) (19,137,591)

(34,563,628) (18,402,286)

10a INCOME TAX EXPENSE Current tax expense 10b 8,992,317 4,447,161

Deferred tax expense 11a 787,590 696,741

9,779,907 5,143,902

Deferred tax expense relates to the origination and reversal of temporary differences.

38 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2011 10b TAXATION Payments Balance at Balance at during the Charge for 30 Year of Assessment I October year the year September Corporate Tax GH¢ GH¢ GH¢ GH¢ 1995-2002 5,500 - - 5,500 2003-2007 392,051 - - 392,051 2008 119,892 - - 119,892 2009 (811,508) 257,436 - (554,072) 2010 (4,274,599) 5,000,000 - 725,401 2011 - 2,308,529 (8,992,317) (6,683,788) (4,568,664) 7,565,965 (8,992,317) (5,995,016) N R L 2004 (86,456) - - (86,456)

(4,655,120) 7,565,965 (8,992,317) (6,081,472)

Tax liabilities up to and including the 2005 year of assessment have been agreed with the tax authorities. The remaining liabilities are however subject to agreement with the tax authorities.

National Reconstruction Levy (NRL); This relates to a levy imposed on companies by the Government on profits before tax between 2001 and 2005. This levy has been abolished.

10c Reconciliation of effective tax rate 2011 2010 GH¢ GH¢ Profit before tax 37,434,833 19,256,444

Income tax using the domestic tax rate 9,358,708 4,814,111 Non-deductible expenses 1,743,834 258,332 Tax exempt revenue (105,848) - Tax incentive not recognised in the income statement (2,004,377) (1,180,967) Deferred tax 787,590 696,741 Current tax charges 9,779,907 4,588,217

Effective tax rate (%) 26.13 23.83

39 2011 FINANCIAL STATEMENTS

40 2011 FINANCIAL STATEMENTS

41 2011 FINANCIAL STATEMENTS

42 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

2011 2010 14 INTANGIBLE ASSETS GH¢ GH¢ Balance at 1 October 67,608 67,608 Acquisition 0 0 Balance at 30 September 67,608 67,608

Amortisation Balance at 1 October 32,826 19,304 Amortisation for the year 13,522 13,522 Balance at 30 September 46,348 32,826

Carrying At 30 September 21,260 34,782

This relate to the cost of purchased computer software.

15 INVENTORIES Trading Cocoa 115,029,545 94,823,750 Sheanut 0 667,397 Non-Trading Spare Parts 263,044 171,193 Tarpaulin Stocks 993,342 403,161 Technical Stores 65,482 22,404 Printing 364,496 248,390 Fuel and 429,937 348,457 Other Stock/Matchets 4,450 885 Tyres and 420,170 515,474 Stencil Ink 2,208 3,597 117,572,674 97,204,708

43 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

2011 2010 GH¢ GH¢ 16.00 ACCOUNTS RECEIVABLE Trade receivables due from customers 46,656,471.00 26,215,357.00 Other receivables 13,048,762.00 5,154,336.00 Staff Loans and Advances 787,343.00 761,042.00 Prepayments 281,397.00 454,083.00 Staff Loans Discounted (19,276.00) (28,839.00) 60,754,697.00 32,555,979.00

a. Prepayments represent the unexpired portion of certain expenditure spread on time basis.

b. The maximum amount due from employees of the Company during the year did not exceed GH¢787,343 (2010 - GH¢761,042).

GH¢ GH¢ 17.00 SHORT TERM INVESTMENTS

Call 24,222,469.00 4,582,236.00 Treasury Bills 677,570.00 538,718.00

24,900,039.00 5,120,954.00

18.00 CASH AND CASH EQUIVALENTS

Bank Balances 7,093,124.00 2,868,236.00 RCPA Account and Cash Balances 25,035,179.00 364,634.00 32,128,303.00 3,232,870.00

19.00 ACCOUNTS PAYABLE Non-trade payables and accrued expenses 15,736,970.00 9,049,297.00 Accrued Charges 1,996,390.00 178,238.00 17,733,360.00 9,227,535.00

44 2011 FINANCIAL STATEMENTS

45 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

OVERDRAFT con't

The Trust Bank The company has an overdraft facility of GH¢12,000,000 with The Trust Bank to finance part purchase of cocoa during the 2010/11 main crop season. Interest rate is at 22% per annum. The facility is secured by general charge over cocoa stocks to cover the facility amount of GH¢22,000,000 and assignment of sales proceeds from COCOBOD to the bank. The facility expires on January, 2012.

Stanbic Bank The company has an overdraft facility of GH¢20,000,000 with Stanbic Bank to finance the purchase of cocoa during the 2010/11 cocoa season. Interest rate is at 5.7% per annum below the Bank's Base Rate prevailing from time to time. The bank's Base Rate is currently 23.95%. The facility is secured by a first rank in favour of the bank for GH¢50,000,000 over the stocks receivables of the company, to be shared pari passu with other banks and financial institutions. The facility expired on November 2011 2010 GH¢ GH¢ 21 SHORT TERM LOANS Standard Chartered Bank 28,626,452 101,500,000 Cal Bank 20,000,000 - Ecobank/New World Renaissance 91,884,375 - Produce Loan (Seed 10,549,132 - 151,059,959 101,500,000 Processing Fee (1,134,375) (911,338) 149,925,584 100,588,662 Standard Chartered The company has a Short Term Loan facility of GH¢30,000,000 with the bank to meet temporary financing and trade need of the company. Interest rate is at SCB base rate (currently 24% minus 4%) payable monthly in arrears and subject to review in line with market conditions.

The bank also granted a Receivables Backed Commercial Notes of USD30,000,000 and GH¢28,600,000 with interest rates of 5% and 16.19% respectively to the company during the year. These facilities is to help the company meet its temporary financing and trade needs. The facilities are secured by general charge over cocoa stocks and debenture to be up stamped to GH¢35,000,000 three months after approval of the facility. The facility is due to expires on 30 September 2012.

Cal Bank The bank granted a short term loan facility of GH¢20,000,000 to the company during the year to finance the purchase of cocoa. The facility is secured by an assignment of cocoa beans with the insurance policy on the said stock held on paripassu basis with other lenders banks. Interest rate is at 13.75%, and the facility is to be repaid by 19.03.2012.

46 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

SHORT TERM LOAN

Ecobank/New World The Company has been granted a Short Term (Commercial Paper) facility of GH¢126,000,000 by Ecobank/New World Renaissance to finance the company's inventory. The facility is secured by an assignment of cocoa sales and a letter of comfort from Ghana Cocoa Board. The facility is at a coupon rate of one year Government of Ghana treasury bond plus 2.75%, with a maturity date of 182 days from the issue date with the option to rollover up to maximum tenor of 270 days.

Barclays Bank The Company has been granted a Short Term Loan facility of GH¢45,000,000 by the bank to finance the purchase of cocoa bean during the 2011/12 Main and Light Crop Seasons. The facility is secured by a fixed and floating charge over the company's assets, a hypothecation of stocks and receivables pro-rata to the bank's exposure, negative pledge over opearting assets including stocks except where such assets are already assigned under specific charge or legally required to be charge to a particular entity. Interest rate is at 182 Day Bank of Ghana T/Bill rate as will publised on the Monday falling 14 Days prior to the date of the facility drawing with applicable Marging of 4.75%. The facility will expire on 31 May, 2012.

2011 2010 GH¢ GH¢ 22a MEDIUM TERM LOAN Barclays Bank Ghana 375,000.00 1,875,000.00 Standard Chartered Bank - 166,335.00 Ecobank 5,159,893.00 3,172,078.00 National Investment Bank 1,915,088.00 1,815,634.00

7,449,981.00 7,029,047.00 Processing Fee (17,903.00) (37,271.00)

7,432,078.00 6,991,776.00

Current portion payable within 12 2,167,788.00 3,677,228.00

Long term portion payable after 12 months 5,264,290.00 3,314,548.00

Standard Chartered The company has a medium term facility of GH¢400,000 with the Bank to part finance the construction of a Trailer parking lot on the company's land for rental to other LBC's. Interest rate is at SCB base lending rate minus 3% (24.7% per annum), subject to review in line with market conditions. The facility is secured by assignment of receivables for GH¢52 million and a specific charge over 16 vehicles purchased and finance by SCB, stamped for GH¢2,000,000 and General charge over cocoa stocks. Stamped as LVB15881/06 to cover GH¢5,250,000. The facility was repaid over a 36 month period and expired on August 2011.

47 2011 FINANCIAL STATEMENTS

48 2011 FINANCIAL STATEMENTS

49 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

c Income surplus (Retained earning) This represents the residual of cumulative annual profits that are available for distribution to shareholders.

d Other reserves This represent gains arising from fair value changes of available for sale financial asset held in Ghana Commercial Bank Limited.

2011 2010 GH¢ GH¢ Balance at 1st October 2010 1,242,648 420,454 Revaluation 370,909 872,728 Deferred tax current year (18,545) (43,636) Deferred tax prior year - (6,898) Balance at 30th September 2011 1,595,012 1,242,648

e Share in treasury Shares in Treasury as at 30th September 2011:-2,057,170 (2010 - 2,294,899).

25 TITLE DEED

a Included in the ordinary shares issued for consideration other than cash is an amount of GH¢954,000 which represents part of the value of Property, Plant and Equipment ceded to Produce Buying Company Limited by Ghana Cocoa Board. As mentioned in our report , we have not had sight of the Title Deed of the sheds and buildings as stated in the Company's books to establish the Company's ownership of these assets. However, in a letter dated November 18, 1999 the Government of Ghana gave the following undertaking :

b "The Government has taken over the interest of the Ghana Cocoa Board (Cocobod) in PBC and accordingly undertakes to ensure that Cocobod takes all steps required of it under the Ceding Agreement of June 30, 1999 executed between the Cocobod and PBC including but not limited to the perfection of all interests and the execution of all documents to effectuate the cession of assets to PBC".

c "The Government further assures the investing public that in the event of Cocobod failing its obligations under the cession agreement, it will take such additional steps including but not limited to compulsory acquisition and arranging of payment of adequate compensation by Cocobod so as to concretise the interest of PBC in the said assets".

26 EARNINGS PER SHARE Basic and Diluted earnings per share

The calculation of basic and diluted earnings per share at 30th September 2011 was based on the profit attributable to ordinary shareholders of GH¢26,712,550 (2010; GH¢14,112,542) and a weighted average number of ordinary shares outstanding of 480 million (2010 ; 480 million)

27 DIVIDEND Final dividend of GH¢0.0173 per share amounting to GH¢8,304,000.00 has been proposed for the year ended 30th September 2011.

50 2011 FINANCIAL STATEMENTS

51 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

Exposure to credit risks

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was; 2011 2010 GH¢ GH¢ Available for sale Financial Assets 1,825,455 1,454,546 Loans and Receivables 60,754,697 32,555,979 Cash and Cash Equivalents 32,128,303 3,232,870 94,708,455 37,243,395

The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was; Public Institutions 46,656,471 26,215,357

Impairment Losses 2011 2010 Gross Impairment Gross Impairment GH¢ GH¢ GH¢ GH¢ Past due 0 - 180 days 46,656,471 0 26,215,357 0

The movement in the allowance in respect of trade receivables during the year was as follows

2011 2010 GH¢ GH¢ Balance at 1 October 46,656,471 26,215,357 Impairment loss recognised 0 0 46,656,471 26,215,357

Based on historical default rates, the company believes that no impairment is necessary in respect of trade receivables past due up to 180 days.

Liquidity risk

Liquidity risk is the risk that the company either does not have sufficient financial resources available to meet all its obligations and commitments as they fall due, or can access them only at excessive cost. The company's approach to managing liquidity is to ensure that it will maintain adequate liquidity to meet its liabilities when due.

52 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH SEPTEMBER, 2011

The following are contractual maturities of financial liabilities;

30-Sep-11

Non-derivative financial liability Amount 6 mths or less 6-12 mths 1-3 years GH¢ GH¢ GH¢ GH¢ Secured bank loans 165,305,863 151,300,228 1,374,644 12,630,991 Trade and other payables 17,733,360 17,733,360 0 0 Bank overdraft 34,565,317 34,565,317 0 0

Balance at 30 September 2011 217,604,540 203,598,905 1,374,644 12,630,991 30-Sep-10 Secured bank loans 110,847,106 102,718,016 2,129,374 5,999,716 Trade and other payables 9,227,535 9,227,535 0 0 Bank overdraft 18,204,482 18,204,482 0 0 Balance at 30 September 2010 138,279,123 130,150,033 2,129,374 5,999,716

Market risks Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices which will affect the company's income or the value of its holdings of financial The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Foreign currency risk

The company is not exposed to currency risk as there are no transactions and balances denominated in currencies other than the functional currency.

Interest rate risk

Profile

At the reporting date the interest rate profile of the company's interest-bearing financial instruments was; Carrying amount 2011 2010 Variable rate instrument GH¢ GH¢ Financial liabilities 199,871,180 129,051,588

Fair value sensitivity analysis for fixed rate instrument The company did not have fixed rate instrument at 30th September, 2011 and also at 30th Sept. 2010

53 2011 FINANCIAL STATEMENTS

PRODUCE BUYING COMPANY LIMITED N OTES TO TH E FIN AN C IAL S TATEMEN TS FOR TH E YEAR E N D ED 30TH S EPTEMB ER , 2011

29 FAIR VALUES

Fair values versus carrying am ounts

The fair values of financial assets and liabilities, together with carrying am ounts shown in the balance sheet are as follows;

30-Se p-11 30-Sep-10 Ca rrying Carrying Am ount Fa ir Va lue Am ount Fair Value Loans and Receivables GH¢ GH¢ GH¢ GH¢ Trade and Other Receivables 60,754,697 60,754,697 32,555,979 32,555,979 Cash and Cash Equivalents 32,128,303 32,128,303 3,232,870 3,232,870 Short Term Investm ents 24,900,039 24,900,039 5,120,954 5,120,954 117,783,039 117,783,039 40,909,803 40,909,803 A vailable for Sale Long Term Investm ent 1,825,455 1,825,455 1,454,546 1,454,546

Other Financial Liabilities Secured Bank Loan 165,305,863 165,305,863 110,847,106 110,847,106 Trade and Other Payables 17,733,360 17,733,360 9,227,535 9,227,535 Bank Overdraft 34,565,317 34,565,317 18,204,482 18,204,482

217,604,540 217,604,540 138,279,123 138,279,123

30 CAPITAL COM M ITM ENTS

There were no com m itm ents for capital expenditure at the balance sheet date and at 30th Septem ber, 2011

31 EM PLOYEE BENEFITS Deferred Contribution Plans

Social Security Under a National Deferred Benefit Pension Schem e, the com pany contributes 13.5% of em ployee basic salary to the Social Security and National Insurance Trust (SSNIT) for em ployee pension. The com pany's obligation is lim ited to the relevant contribution, which were settled on due dates. The pension liabilities and obligations however, rest with SSNIT.

Provident Fund The com pany has two provident fund schem es for the staff under which the com pany contribute a total of 10% of staff basic salary. The obligation under the plan is lim ited to the relevant contribution and these are settled on the dates to the fund m anager.

32 RELATED PARTY TRANSACTIONS There were no related party transactions during the year.

54 2011 FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2011

33 SHAREHOLDING DISTRIBUTION

Category Total Percentage Holding Holding (%)

1 - 1,000 5,086,541 1.06 1,001 - 10,000 19,784,450 4.12 Over 10,000 455,129,009 94.82

Total 480,000,000 100

34 DIRECTORS SHAREHOLDING

The Directors named below held the following number of shares in the company as at 30th September, 2011.

Names 2011 2010 Dr. John Frank Abu 2,000 2,000 Mr. Yaw Sarpong 31,959 31,959 Mr. James M. K. Ampiaw 100 100 Mr. Kojo Attah-Krah 9,750 0 Mrs. Cecilia Nyann 12,000 0 55,809 34,059

55 2011 FINANCIAL STATEMENTS PRODUCE BUYING COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

TWENTY LARGEST SHAREHOLDERS Number of Percentage Shareholders Shares Holding (%)

1 Social Security & National Insurance Trust 182,879,412 38.1 2 Ministry of Finance - Government of Ghana 176,112,259 36.69 3 African Tiger Mutual Fund Limited 38,000,000 7.92

4 NTHC/Institutional Investor Consortium 19,050,719 3.97 5 SCBN/Standchart Mauritius Africa Fund Limited 6,863,105 1.43 6 Current PBC Employees/Commission Agents 5,140,575 1.07 7 NTHC Limited 4,891,934 1.02 8 GCCSFA/Farmers - Individuals 1,547,307 0.32 9 GCCFA/Farmers - Association 1,250,000 0.26 10 Yirenkyi Samuel Ernest Mr. 1,014,172 0.21

11 SCBN/SSB Eaton Vance Tax-Manager Emerging Market Fund 650,000 0.14

12 SCBN/SSB Eaton Vance Structured Emerging Market Fund 582,428 0.12

13 STD Noms TVL PTY/Databank Ark Fund 540,000 0.11 14 STD Noms TVL PTY/BNYM SANV/Em'ing Mkt Eqty Mgr Port 1-P'mtric 516,618 0.11 15 Hoffmann Gerhard Ernst 200,000 0.04 15* MTHL/Aluworks Staff Provident Fund 200,000 0.04

15* SIC-FSL/SIC Life Securities Trading Account 200,000 0.04 16 SCBN/JP Morgan Chase Offshore 6178C 162,500 0.03

16* STD Noms TVL PTY/BNYM SANV/Wilmington Multi-Manager Int. Fund 162,500 0.03

16* STD Noms TVL PTY/BNYM SANV/Wilming Int. Equity Fund Select, LP 162,500 0.03 17 Osei Manu Joseph 150,000 0.03 18 Merban Investment Holdings Limited 147,634 0.03 19 Vanguard Assurance Company Limited 140,000 0.03

20 Starlife Assurance Company Limited 111,246 0.02

Total Holding by twenty largest Shareholders 440,674,909 91.79 Totals of others 39,325,091 8.21 480,000,000 100