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Table of Contents TABLE OF CONTENTS Annual Review Notice of Meeting 2 Group Financial Highlights 5 Chairman’s Statement 6 Management Discussion & Analysis 10 Board of Directors 20 Directors’ Report 22 Board Committees 23 Stockholdings of Directors and Officers 24 Top Ten Stockholders 25 Our Community 26 Auditors’ Report and Financial Statements Auditors’ Report - Group 28 Group Balance Sheet 30 Group Profit and Loss Account 31 Group Statement of Comprehensive Income 32 Group Statement of Changes in Equity 33 Group Statement of Cash Flows 35 Notes to the Financial Statements 37 Corporate Data 78 Form of Proxy NOTICE OF MEETING NOTICE IS HEREBY GIVEN that the seventy-sixth ANNUAL GENERAL MEETING of JAMAICA PRODUCERS GROUP LIMITED (the “Company”) will be held at Terra Nova Hotel, 17 Waterloo Road, Kingston 10, at 10:00 o’clock in the forenoon of Thursday June 27, 2013 to transact the business more particularly set out below, and to consider, and if thought fit, to pass the resolutions as set out below: 1. To receive and consider the Directors’ Report, Auditors’ Reports and Audited Financial Statements of the Company and the Group for the year ended December 31, 2012: RESOLUTION: “THAT the Directors’ Report, Auditors’ Reports and Audited Financial Statements of the Company and the Group for the year ended December 31, 2012 be and are hereby adopted.” 2. To fix the remuneration of the Auditors for 2012 or to determine the manner in which such remuneration is to be fixed: RESOLUTION: "THAT the remuneration of the Auditors, KPMG, having been fixed by the Directors for 2012, be and is hereby approved.” 3. To ratify interim dividends and declare them final: RESOLUTION: “THAT the interim dividend of 20¢ per stock unit of record date December 31, 2012 be and is hereby ratified and declared final for 2012.” 4. To re-appoint the Auditors: RESOLUTION: “THAT the Auditors, KPMG, having indicated their willingness to continue in office, be and are hereby re-appointed for the year 2013.” 5. To elect Directors: RESOLUTION: “THAT Prof. Alvin Wint who retires by rotation, be and is hereby re-elected a director of the Company.” 6. To fix the remuneration of Directors: RESOLUTION: "THAT the amount of $9,810,000 shown in the Accounts for the year ended December 31, 2012 for Non-Executive Directors' fees be and is hereby approved.” 7. As special business, and pursuant to Article 8A (37) of the Articles of Incorporation to consider and, if thought fit, pass the following resolution: “THAT the authorized share capital of the company be increased from 500,000,000 to 1,500,000,000 ordinary stock units by the creation of 1,000,000,000 additional ordinary stock units having no par value.” 8. To amend the Articles of Incorporation to allow the company to send to shareholders by electronic means such notices and other documents as are permitted by law to be so delivered: To consider and, if thought fit, pass the following resolution as a special resolution: “THAT the Articles of Incorporation of the company be and are hereby amended as follows: (1) By inserting the following definitions in Article 8A (1) immediately following the definition of “In writing” and “Written”: 2 *AMAICA0RODUCERS'ROUP,IMITED Annual Report 2012 “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, photographic or similar capabilities including but not limited to technology utilised by facsimile machines, scanning devices, mail sent using computers or other similar automated or photographic devices. “Electronic Format” means any disc, tape, sound track or other device in which printed words, sounds or other data are embodied so as to be capable (with or without the aid of some other equipment) of being reproduced therefrom including but not limited to compact discs. “Electronic Means” means any method of dispatch or communication of sounds, document, maps, photography, graphs, plans or other data which involves the use of equipment or technology having electrical, digital, magnetic, wireless, optical, electromagnetic, photographic or similar capabilities including but not limited to facsimile machines, the Internet and mail sent via computers and scanning devices. “Electronic Signature” means so much of anything in Electronic form incorporated into, contained in, attached to or logically associated with a document, which uniquely identifies and authenticates the maker, is used by him to indicate his adoption of the content of that document and is produced or transmitted by Electronic means. For the avoidance of doubt, for the purpose of these Articles, an Electronic Signature includes but is not limited to any signature produced by facsimile machine or scanning device.” (2) THAT Article 8A (103) under the heading “Proceedings of Directors” be amended by adding the following sentence at the end of the existing Article: “For the purpose of this Article, the word “signed” shall be construed to include an Electronic Signature.” (3) THAT Article 8A (127) under the heading “Notices” which presently reads as follows: “(127) A notice or any other document may be served by the Company upon any shareholder either personally or by sending it through the post in a prepaid letter addressed to such shareholder at his registered address in Jamaica as appearing in the Register but notice to shareholders of General Meetings may be given by advertisement in two consecutive issues of any daily newspaper circulating in Jamaica. Notice shall be deemed to have been given to shareholders on the day on which the advertisement first appears.” Be amended to read as follows: “(127) Any notice to be given or document required to be sent by the Company to any member may be: (a) sent to him personally in writing or Electronic format; (b) sent by post to him or to his registered address or (if he has no registered address within Jamaica) to the address if any, within Jamaica supplied by him to the Company for the giving of notice to him in writing or Electronic format; or (c) sent to him by Electronic Means. PROVIDED HOWEVER that where such notice or document is specifically required by law or these Articles to be sent In writing the Company will obtain the member’s written consent prior to sending it to him in Electronic format or by Electronic means but notice to shareholders of General Meetings may be given by advertisement in two consecutive issues of any daily newspaper circulating in Jamaica. Notice shall be deemed to have been given to shareholders on the day on which the advertisement first appears.” (4) THAT Article 8A (130) under the heading “Notices” which presently reads as follows: “(130) Without prejudice to the provisions of Article 8A (127) as to notices of General Meetings a notice may be given by the Company to the persons entitled to any share in consequence of the death or bankruptcy of a shareholder by sending it through the post in *AMAICA0RODUCERS'ROUP,IMITED Annual Report 2012 3 qpyyggp a prepaid letter addressed to them by name or by the title of representatives or trustees of such deceased or bankrupt shareholder at the address (if any) in Jamaica supplied for the purpose by such persons as aforesaid or (until such an address has been supplied) by giving the notice in the manner in which the same would have been given if the death or bankruptcy had not occurred.” Be amended to read as follows: “(130) Without prejudice to the provisions of Article 8A (127) as to notices of General Meetings a notice may be given by the Company to the persons entitled to any share in consequence of the death or bankruptcy of a shareholder by: (a) sending it through the post in a prepaid letter addressed to them by name or by the title of representatives or trustees of such deceased or bankrupt shareholder at the address (if any) in Jamaica supplied for the purpose by such persons as aforesaid or (until such an address has been supplied) by giving the notice in the manner in which the same would have been given if the death or bankruptcy had not occurred; (b) sending it to the representatives, trustees or bankrupt referred to in Article 8A (130) (a) in writing or Electronic Format; or (c) sending it to the representatives, trustees or bankrupt referred to in Article 8A (130) (a) by Electronic Means. In addition, any notice or document sent by post to, or left at the registered address of, any member, or sent by Electronic Means to any member in pursuance of these Articles, shall, notwithstanding such member be then deceased or bankrupt and whether or not the Company have notice of his decease or bankruptcy, be deemed to have been duly served in respect of any shares, whether be held solely or jointly with other persons by such member, until some other person be registered in his stead as the holder or joint holder thereof. And such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in any such share.” (5) THAT Article 8A (131) under the heading “Notices” be amended by adding the following sentence at the end of the existing Article: “Where a notice or document is sent by Electronic Means, service of the notice or document shall be deemed to be effected by properly dispatching the notice or document to the email address, any other electronic address or facsimile number provided by the member, and is deemed to have been received by the intended recipient at the expiration of twenty-four (24) hours after the notice or document is so dispatched by the Company.” 9.
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