Carreras has had a rich history in Jamaica. From as early as the 1930s, Carreras UK sold some of its cigarette brands in Jamaica. In the late 1950's to the early 1960's those cigarettes were distributed by Bonitto Brothers. The relationship with Jamaica deepened when in 1962 Carreras of Jamaica was registered 'to carry on business as tobacco and cigar merchants and importers of and dealers in tobacco, cigars, cigarettes, snuff, matchlights, pipes and any other articles required by or useful to smokers…' From 1975 to 1994, we diversified our operations to own 11 different companies* in the service, agriculture and manufacturing sectors, but divested ourselves of the non- tobacco businesses in 2004. In June 1999, BAT merged with Rothmans International and acquired controlling interest in Carreras Limited. Carreras has a special place in Jamaica's history as the first Company to establish a manufacturing plant in post- independent Jamaica. We take this distinction seriously and have been exemplary in contributing to the nation's growth and development over these last 50 years. We have built a reputation for producing high quality cigarette brands to meet the diverse tastes of our consumers, created employment, especially during the period of our significantly diversified operations, discharged our fiduciary responsibilities with the History utmost care and implemented corporate social responsibility initiatives which have empowered numerous lives. We salute Jamaica as together we celebrate this important milestone in both our histories, 50 years of growth and development! Our *Agricultural Products of Jamaica, Carreras Development Limited, Carreras Exports Limited, Cigarette Company of Jamaica, Graphic Arts Limited, Island Bottlers, Jamaica Flexographic Limited, Jamaica Graphic and Printing Supplies Limited, Rothmans of Pall Mall (Jamaica), Limited, Sans Souci Hotel, The Jamaica Biscuit Company A Proud Jamaican Company since 1962 - Celebrating 50 years...with Jamaica 1 and Our vision is to achieve and maintain leadership of the Jamaican Tobacco Industry in order to create long term shareholder value. Four elements around which all our efforts revolve are Growth, Productivity, Responsibility and a Winning Organization. Vision Mission Our The four building blocks of our strategy are Growth, Productivity, Responsibility and developing a Winning Organization. These are interdependent and essential for creating shareholder value, Y GROWTH We place focus on key strategic segments of the market that offer the best prospects for long term growth, including driving our premium segment. We also believe it is important to continue to develop and utilise innovative, differentiated products and offer our consumers added value from our brands. PRODUCTIVITY Y generate funds for reinvesting in our business. RESPONSIBILITY Strategy We will continue to balance our commercial objectives with the expectations of a broad range of stakeholders, thus ensuring a sustainable business. WINNING ORGANIZATION Our Y our vision we must also have the right people and the right working environment. That is the essence of our Winning Organization Strategy. 2 CARRERAS LIMITED Annual Report 2011-2012 Notice of Annual General Meeting 4 Corporate Data 5 Report to Stockholders 6 Board of Directors 10 Directors’ Report 13 Ten Largest Stockholders 14 Corporate Governance 15 Ten-Year Financial Review 18 Carreras Leadership Team 20 Management Discussion and Analysis 23 Managing Director’s Overview 23 Financial Results 25 Marketing 29 CONTENTS - Trade Marketing and Distribution - Brand Marketing The Regulatory Environment 33 Corporate Social Responsibility 35 Human Resources 38 Our Statement of Business Principles 40 Table of Table Audited Financial Statements 41 Form of Proxy 83 A Proud Jamaican Company since 1962 - Celebrating 50 years...with Jamaica 3 Notice is hereby given that the Fiftieth Annual General Meeting of the Stockholders of CARRERAS LIMITED will be held at the Wyndham Kingston Hotel, 77 Knutsford Boulevard, Kingston 5, on Thursday, September 6, 2012, at 2:00 p.m. for the following purposes: 1. To receive the Audited Financial Statements (b) Mr. Nicholas Hales was appointed a and the Reports of the Auditors and Director since the last Annual General Directors for the year ended March 31, 2012 Meeting of the Company. To consider and (if thought fit) pass To consider and (if thought fit) pass the the following Resolution: following Resolution: "THAT Mr. Nicholas Hales be and is "THAT the Audited Financial Statements and hereby confirmed a Director of the the Reports of the Auditors and Directors Company." for the year ended March 31, 2012 be and are hereby adopted." 4. To confirm the remuneration of the Non- Executive Directors 2. To appoint Auditors and authorise the To consider and (if thought fit) pass the Directors to fix the remuneration of the following Resolution: Auditors "THAT the amount shown in the Financial To consider and (if thought fit) pass the Statements of the Company for the year following Resolution: ended March 31, 2012 for emoluments received by the Non-Executive Directors "THAT KPMG, Chartered Accountants, for their services as Directors be and is having agreed to continue in office as hereby approved." Auditors, be and are hereby appointed 5. To consider any other business which may Auditors of the Company to hold office properly be transacted at an Annual General until the next Annual General Meeting at a Meeting. remuneration to be fixed by the Directors of the Company." By Order of the Board 3. To elect Directors of Annual General Meeting (a) The Directors due to retire in accordance with the provisions of the Patrice Gray Articles of Association are Mr. Oliver Company Secretary Holmes, who being eligible, offer himself for re-election; Mr. Richard Registered Office Lewis and Mrs. Patrice Gray, who being Twickenham Park eligible, offer themselves for election. Spanish Town May 17, 2012 To consider and (if thought fit) pass the following Resolutions: Please Note: NOTICE (i) "THAT Mr. Oliver Holmes be and is Any member of the Company entitled to hereby re-elected a Director of the attend and vote at this meeting is also entitled Company." to appoint one or more proxies to attend and vote in his/her stead. Such proxies need not (ii) "THAT Mr. Richard Lewis be and is be members of the Company. A suitable Form of hereby elected a Director of the Proxy is enclosed. Company." Form of Proxy must be lodged with the Registrar and Transfer Office, N.C.B. Jamaica (Nominees) (iii) "THAT Mrs. Patrice Gray be and is hereby elected a Director of the Limited, 32 Trafalgar Road, Kingston 10, not Company." less than forty-eight (48) hours before the time appointed for holding the meeting. 4 CARRERAS LIMITED Annual Report 2011-2012 LOCATION CARRERAS LIMITED Twickenham Park Spanish Town Telephone: 749 9800 Fax: 749 4070 E-Mail: [email protected] Website: www.carrerasltd.com LEADERSHIP TEAM NAME DESIGNATION Richard Pandohie Managing Director Patrice Gray Finance Director Michele Strong Marketing Deployment Manager Martins Osuji Trade Marketing & Distribution Manager Christopher Brown Corporate and Regulatory Affairs Manager Patrick Sterling Human Resource Manager DEPOTS Twickenham Park, Spanish Town 6 Allan Avenue, Port Antonio 5½ Caledonia Road, Mandeville 74 Main Street, Ocho Rios 26 Humber Avenue, Montego Bay 3b Wharf Road, Morant Bay DATA BOARD OF DIRECTORS Richard Lewis- Chairman Michael Bernard Patrice Gray Nicholas Hales Oliver Holmes Federico Jenkins Hon. William McConnell,O.J. Richard Pandohie Corporate Bruce Terrier COMPANY SECRETARY Patrice Gray REGISTERED OFFICE Twickenham Park Spanish Town AUDITORS KPMG 6 Duke Street Kingston BANKERS The Bank of Nova Scotia Jamaica Limited Scotiabank Centre Duke & Port Royal Streets Kingston REGISTRAR AND TRANSFER OFFICE N.C.B. Jamaica (Nominees) Limited 32 Trafalgar Road Kingston 10 A Proud Jamaican Company since 1962 - Celebrating 50 years...with Jamaica 5 STOCKHOLDERS Richard Lewis Chairman "During the year, theRichard fight against LEWIS the Report to illegal cigarette trade (bothChairman contraband and counterfeit) did not abate, and we recognize and support the continued work of the authorities in stemming the transfer of volumes from the formal legitimate tax-paying sector to the underground illicit trade." 6 CARRERAS LIMITED Annual Report 2011-2012 n behalf of the Board of Directors, I am pleased to report that the year 2011-2012 was a good one for your Company, despite difficult trading conditions and the world-wide economic climate that has affected consumer spending. Factors such as unstable Ofuel prices, an increase in Jamaica's unemployment rate from 12.9% to 14.1% and illicit trade in cigarettes negatively affected sales volumes and profits. Additionally, the sharp increases in taxes which we experienced between 2008 and 2010, although stabilized, continue to have a negative effect that has not only impacted the Company's revenues, but for the first time Carreras' contribution to Government's revenues through taxes declined over the previous year. However, the inherent strength of your Company's business, its balanced portfolio of brands and consistent focus on innovation, led to creditable results and sustained shareholder value. The business recorded net profit of $2,597.2 million and operating revenue of $11,022.7 million, 21.6% and 14.8% declines over last year, respectively. Despite these declines, your Company remains very focused on the future and sustainable growth and our first concern continues to be enhancing shareholder value. The Company's prioritization of our shareholders can be illustrated through our superior dividend payout of $2,718.5 million or $5.60 per share. This financial year's dividend payout represented a 12% increase when compared to the prior year's payout of $2,427.2 million or $5.00 per share. I have the utmost confidence in the management team of your Company and I am assured by their performance to date that they will continue to be successful in the face of ongoing challenges. Their strategic tactical responses have resulted in numerous strides in addressing the risks that are being posed to the business.