BWIA WEST INDIES AIRWAYS LIMITED REGISTERED OFFICE: Sunjet House 30 Edward Street Port of Spain Trinidad & Tobago TELEPHONE: (868) 627-2942 (868) 625-1845 WEBSITE: www.bwee.com E-MAIL: [email protected] ADMINISTRATION OFFICES: Administration Building Golden Grove Road Piarco Trinidad & Tobago TELEPHONE: (868) 669-3000 FAX: (868) 669-1680 BWIA 2004-11 BWIA WEST INDIES AIRWAYS LIMITED REGISTRAR: BWIA West Indies Airways Limited Golden Grove Road Piarco Trinidad & Tobago DIRECTORS: Lawrence A. Duprey, CMT – Chairman Charles Anthony Jacelon, SC – Dep. Chairman Krishna Narinesingh, CMT Captain John O’Brien Rodney Sastri Prasad Michael Small Neil Parsanlal GENERAL MANAGER: Nelson Tom Yew SECRETARY: Nicole Richards BANKERS: RBTT Bank Limited Citibank N.A Royal Court 111 Wall Street, New York 19 – 21 Park Street New York, 10043 Port of Spain United States of America. Trinidad and Tobago BWIA 2004-11 BWIA WEST INDIES AIRWAYS LIMITED ATTORNEYS-AT-LAW: Pollonais, Blanc, de la Bastide & Jacelon 17 - 19 Pembroke Street Port of Spain Trinidad &Tobago SUBSIDIARIES: West Indies Aircraft Limited (Cayman Islands) - 100.00% West Indies Aircraft Limited 2 (Cayman Islands) - 100.00% Allied Caterers Limited (Trinidad & Tobago) - 55.00% Tobago Express Limited (Trinidad & Tobago) – 49.00% ASSOCIATED COMPANY: LIAT (1974) Limited (Antigua) – 23.60% AUDITORS: PricewaterhouseCoopers 11-13 Victoria Avenue Port of Spain Trinidad & Tobago BWIA 2004-11 BWIA WEST INDIES AIRWAYS LIMITED HISTORY AND BUSINESS: The Company traces its origins to British West Indian Airways, a privately owned airline which served the routes of Trinidad, Barbados and Tobago. The original airline was founded in 1940. By the 1950s, these routes had expanded to include services to Miami, Florida, USA, Venezuela, and Jamaica. In 1961 the Government of Trinidad and Tobago acquired 10.00% of British West Indian Airways and fully nationalised this company in 1964. Government control and the capital injections it brought resulted in further expansion. Services to Toronto, Ontario, Canada began in 1969 and in 1973 the service to London, England, UK was transferred from Gatwick to Heathrow. Privatisation in 1995 saw the formation of BWIA International Airways Limited. BWIA International Airways Limited was incorporated on January 04, 1995. Under the terms of the BWIA International Airways Limited Vesting Act, 1995, the Government of Trinidad and Tobago transferred valid legal title to substantially all of the net assets of the Corporation to the Company on February 15, 1995. The transferred assets included aircraft and engines, communications and general equipment, shares in Allied Caterers Limited and maintenance and operating supplies. The assets of the Corporation not transferred were those relating to Government of Trinidad and Tobago receivables, notes receivable from certain sale and lease financing transactions, and deferred costs determined by the Government of Trinidad and Tobago and the Directors to have no on-going value. In 1999, to facilitate the acquisition of the Company’s Dash-8 aircraft Fleet, WIAAL was formed and is 100.00% owned by the Company. WIAAL is incorporated in the Cayman Islands. In December 2000, the Company raised 7,279,906 shares from its Initial Public Offering of 12,000,000 ordinary shares. On February 06, 2001, the Company was simultaneously listed on the Securities Exchange of Barbados and the Trinidad & Tobago Stock Exchange. BWIA 2004-11 BWIA WEST INDIES AIRWAYS LIMITED SHARE CAPITAL Authorized – An unlimited number of ordinary shares of no par value. AS AT OCOTBER 31, 2004: Issued and Fully Paid – 1,330,942,568 ordinary stock units of no par value. EQUITY SHARE CAPITAL February 2001 – Initial Listing of 46,824,656 ordinary shares. MOVEMENTS: June 2001 – Issue of 309,200 ordinary shares upon exercise of option granted under Share Option Plan. June 2002 – Issue of 400,000 ordinary shares upon exercise of option granted under . Share Option Plan. DIRECTORS’ INTERESTS Lawrence André Duprey, CMT - Nil; Charles Anthony Jacelon, SC – Nil; AS AT JUNE 02, 2003: Conrad Aleong – Nil; Gordon Deane – 1,000; Indira Maharaj-Ramrekersingh - Nil; Krishna Narinesingh, CMT – 5,000; Captain John O’Brien - 600; Rodney Sastri Persad – 1,000; Michael Small - Nil; Michael Stanfield - Nil. SUBSTANTIAL INTERESTS Minister of Finance (Corporation Sole) – 48.85%; American International Underwriters AS AT JUNE 02, 2003: Overseas Limited – 10.52%; Roytrin Securities Limited – 9.87%; Gordon A. Cain – 7.65%; Lant & Co. – 5.74%. FINANCIAL YEAR-END: December 31. BWIA 2003-07 .