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TOWARDS TOMORROW BUILDING ANTIGUA COMMERCIAL BANK ANNUAL REPORT 2012

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Towards ToMorrowB U I L D I N G

AntiguA commerciAl bAnk AnnuAl report 2012

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Towards ToMorrowB U I L D I N G

The visual treatment of the theme for our 2012 Annual Report takes a timeless element of simplicity, building blocks, and links them to the ACB Group’s continued contribution to areas of education, culture, sports and community development. The simple, yet powerful imagery shown throughout this Report is a testament to the Group’s reputation as a financial beacon of a promising future. As we continue to build on this proud history of empowerment and development, we celebrate another year of achievement, for us as a Group, for our many customers, shareholders, staff and other stakeholders.

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B U I L D I N G 5

CORPORATE INFORMATION ReGIsteReD OffIce aND POstaL aDDRessthames & St. mary’s Streetsp.o. box 95, St. John’s, Antigua, West indies

seRvIce LOcatIONs Acb Head office: thames & St. mary’s Streets, St. John’s, Antigua Acb Financial centre: High & temple Streets, St. John’s, AntiguaVillage Walk branch: Village Walk commercial center ltd., Friars Hill road, St. John’s, Antigua.Airport Agency: V.c. bird international Airport, coolidge, St. george, Antiguabarbuda Agency: codrington, barbuda

atM LOcatIONsAcb Head office: thames & St. mary’s Streets, St. John’s, AntiguaAcb Financial centre: High & temple Streets, St. John’s, Antiguaepicurean Fine Foods & pharmacy: epicurean Drive, St. John’s AntiguaVillage Walk commercial center ltd.: Friars Hill road, St. John’s, AntiguaAirport Agency, V.c. bird international Airport: coolidge, St. george, Antiguabarbuda Agency: coolidge, barbudatownhouse mega Store plaza, All Saints & American roads, St. John’s, Antigua

eMaIL [email protected]

WeBsIte www.acbonline.com

cONtact NUMBeR(268) 481-4200

fax NUMBeR(268) 481-4229

INDePeNDeNt aUDItORspricewaterhousecoopers, chartered Accountants11 old parham road, p.o. box 1531, St. John’s, Antigua

cORResPONDING BaNkING ReLatIONshIPsSt. kitts- nevis- Anguilla national bank ltd.republic bank (grenada) ltd.1st national bank of St. lucia ltd.national commercial bank (SVg) ltd.national bank of Anguilla ltd.bank of St. lucia ltd.eastern caribbean central bankbarbados national bank inc.rbtt bank Jamaica ltd.guyana national co-op banknational bank of Dominica bank of Americabank of montreal

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CONTENTS//07.................................notice of Annual general meeting

09.................................chairman’s report

12.................................corporate Social responsibility

14.................................board of Directors: Antigua commercial bank ltd.

15.................................Directors’ report

18.................................board of Directors: Acb mortgage & trust company ltd.

21.................................management Discussion and Analysis

24.................................management team

27.................................independent Auditors’ report

28.................................consolidated Statement of Financial position

29.................................consolidated Statement of comprehensive income

30.................................consolidated Statement of cash Flows

32.................................consolidated Statement of changes in equity

34.................................notes to consolidated Financial Statements

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NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY tHAt tHe FiFty – SeVentH AnnuAl generAl meeting oF AntiguA commerciAl bAnk Will be HelD in tHe conFerence room At tHe city VieW Hotel locAteD on neWgAte Street, St. JoHn’S, AntiguA on tHurSDAy mAy 23, 2013 At 3:00pm.

AGENDA

1. call to order

2. prayers

3. Agenda

4. chairman’s remarks

5. confirm the minutes and matters Arising of the 56th Annual general meeting

6. present the chairman’s and Directors’ reports

7. consider the Financial Statements for the year ended September, 30, 2012 and the report of the Auditors

8. Declare a cash and Stock Dividend for the financial year ended September, 30, 2012

9. consider the following Special resolution:- “ that the par value attached to the existing shares in the company be removed with the result that: • Each$1shareisconvertedtoone(1)ordinaryshare • Each$100shareisconvertedtoonehundred(100)ordinaryshares • Atotalof5,000,000ordinaryshares,beingfullypaidup. And that the record date thereto be June 28, 2013.”

10. consider the following Special resolutions:-

(i) “that clause 4.3 of the company’s bylaws be amended to read as follows:-

Directors’ Qualification: every Director shall be the holder in his own right of at least 1000 shares in the company.” (ii) “that clause 12.2.2 of the company’s bylaws be amended to read as follows:-

the Directors shall, on the requisition of the holders of not less than five percent (5%) of the issued shares of the company that carry a right to vote at the meeting requisitioned, forthwith convene a meeting of Share-holders, and in the case of such requisition the following provisions shall have effect:-…”

(iii) “that clause 12.7.2 of the company’s bylaws be amended to read as follows:-

upon a ballot at which he is entitled to vote, every Shareholder, proxy holder or individual authorized to represent a Shareholder shall, subject to any rights or restrictions for the time being attached to any class or classes of shares shall have one vote for every share held in the company.”

11. elect Directors and fix their remuneration

12. consider the following Special resolution:-

“that the Shareholders’ resolution dated December 21, 2006, that approved the payment of a special remuneration to directors upon their ceasing to be members of the board, be amended to allow for such special remuneration, to be prorated, on the condition that the director has provided at least one (1) year of service on the board of Directors.”

13. Appoint the Auditors for the year ending September, 30, 2013 and to authorize the board to fix their remuneration

14. transact any other business which may properly come before an Annual general meeting of Shareholders.

BY ORDER OF THE BOARD

RHODETTE PAIGElegAl counSel/ corporAte SecretAry

April 5, 2013

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ChAIRMAN’sREPORT ECONOMIC OVERVIEWthe projections for some level of recovery in the global economy in 2012 did not materialize and though there have been positive signs in the uSA, the increasing level of economic uncertainty in europe has been cause for concern. this is illustrated by the fact that gDp in the uSA grew by 0.4% whereas germany declined from 3.1% to 0.9%, Spain from 0.4% to (1.5)%, France from 1.7% to 0.1% and the united kingdom from 0.7% to (0.4) %. in essence the uncertainties about the global economy shifted to europe. overall, it was another difficult year for the global economy, which saw world output declining from 3.8% in 2011 to 3.3% in 2012.

Against this backdrop of uncertainty and lack of growth in the markets from which most of its visitors come, Antigua & barbuda’s vital tourism sector evidenced no noticeable improvement. However, there was reportedly marginal growth in construction, transportation and the hotels and restaurants sector. As a consequence, gDp for Antigua & barbuda was expected to grow by 1.2% for 2012, which, although not significant represents an improvement over the negative 3% realized in 2011. the scarcity of Foreign Direct investments (FDi) continues to negatively impact the country’s economy and unemployment remains high. So that while there would have been some growth in gDp, it was not sufficient to impact the economy in a way that would have caused an increase in business activity, construction and reduced unemployment. consequently, there was no easing of loan delinquency or the reduction of bad debts at financial institutions.

PERFORMANCE - ACB GROUPi am pleased to report that despite the financial and economic challenges that have battered the local economy and by extension financial institutions, over an unusually extended period of time, the Antigua commercial bank group recorded net income of $15.1million,whichwassignificantlyhigherthanthe$7.8milliongenerated the previous year. this, in my view, represented a very strong performance especially when viewed in the context of the difficult economic and financial environment in which the group operated in fiscal 2012. in terms of the balance Sheet, the Group’sassetbasegrewby$45millionwithloansandadvances,theGroup’scorebusinessactivity, increasingby$22millionandrepresented 50% of the growth in assets.

As was the case in previous fiscals, the group’s liquidity remained consistently strong throughout fiscal 2012 and consequently, it has always been in a very good position to meet all its commitments.

ACB MORTGAGE & TRUST COMPANY LTD. (the Subsidiary)notwithstanding the less than favourable economic environment, and more specifically, the continued downward push of interest rates on mortgages from a very competitive mortgage environment and relatively low rates of return on deposit investments, Acb mortgage & trust company ltd.’s performance recorded an expansiontoitsassetbaseby6.48%to$266.2millionfrom$250million. the subsidiary’s core business of loans and advances recorded growth with a 6.66% increase to $177.7 million from$166.6million.Theoutcomewassupportedbya4.76%expansionoverthedepositliabilitiesto$213.6millionfrom$203.9million.

Acb mortgage & trust company ltd. recorded growth in its interestincomeby6.01%to$19.4millionfrom$18.3million.Atthe same time the subsidiary recorded a decline in its interest expenseby8.26%to$10millionfrom$10.9millionondepositliabilitiesthatwitnessedgrowthof$9.70million.

Asa result theSubsidiary recordednetprofitof $6.2million,an increaseof58.97%ascomparedwith$3.9million for theprevious year.

STRATEGIC INITIATIVESunder the group’s Strategic plan 2012-2016, initiatives to include, but not limited to the following will be pursued:-

(i) increased focus on maintaining one brand of customer service excellence;

(ii) growth by strengthening the asset base and increased market share of deposits and loans;

(iii) operational efficiency;(iv) Heightened attention to loan recoveries and

minimization of loan losses;(v) Aggressive pursuit of good lending opportunities;(vi) Developing a corporate risk management culture;(vii) continued increase in staff morale and the development

of core competencies to meet strategic objectives;(viii) Share capital expansion to facilitate further growth.

During the fiscal, as part of our customer service improvement strategy, we replaced and at the same time relocated one of our Atm machines to a site we considered more convenient for our customers. With a total of nine (9) Atm machines available, we are easily the financial institution with the most Atm machines within the State of Antigua and barbuda, a position we intend to maintain well into the future as part of our Strategic plan.

Steps were also taken to strengthen our technology platform where security is concerned and this is ongoing. We also embarked on a major renovation project designed to improve the appearance and durability of our Head office building on thames & St. mary’s Streets, St. John’s, Antigua.

ACB - COMMITTED TO OUR ROLE AS A GOOD CORPORATE CITIZENthe community plays a pivotal role in our past, our present and most importantly our future. therefore, Antigua commercial bank takes great pleasure in consistently giving back to our community, the core of our very existence.

We give back to the youth by ensuring that they are aware of the tertiary level educational opportunities that are available. this is done through our collaboration with the ministry of education to host the international college Fair. Additionally each year a student is awarded the Antigua commercial bank louis H. lockhart Scholarship.

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the group at every opportunity encourages its staff to exercise regularly, eat healthily and get regular checkups; a healthy staff is a healthy Acb which is better able to serve its community. As a part of the group’s Healthy lifestyle programme this fiscal and in support of breast Friends- Women in touch, the staff participated in pink Friday where management and Staff donned their pink shirts, making the bold statement “early detection saves lives”. this was done to help promote breast cancer Awareness to our customers and other stakeholders.

the bank during our anniversary celebrations and through the going green programme, and with the assistance of the environmental Division in the ministry of Agriculture provided an oasis away from the hustle and bustle of campus life to the students at Antigua State college. this is the first stage of the group’s plans for a greener Antigua and barbuda.

our culture helps to define us as a people and it is the group’s responsibility to embed lifelong activities in our community. As such the group continues its support to the growth of the pan movement in Antigua and barbuda through our sponsorship of the annual carnival panorama competition and the Schools independence panorama competition. the Acb team is committed to giving assistance to the less fortunate. to this end, each year we visit the Fiennes institute, bearing gifts and a cheerful spirit. the Acb staff continued the christmas pantry initiative with the help of the Social outreach unit of the mount St John medical centre. each year families are identified and are presented with much needed assistance.

We successfully hosted our annual christmas in the park, another community partner event that enabled the provision of much needed financial assistance to the Amazing grace Home.

Antigua commercial bank has always prided itself on its commitment to community. in the past, we have contributed to many worthy causes ranging from social to academic, from culture to athletics but our goal is to do more. We exist to create wealth for our customers, investors, staff and communities but also to assist our predecessors who would have laid the foundation that we are now building on - to inspire, support, and lead our youths, our small to large businesses, and our entrepreneurs- towards building a better tomorrow for themselves and the generations to follow. in essence, we are contributing to a future, not only prosperous in wealth but in compassion, intelligence, strength of character, and a drive to succeed.

HR ACHIEVEMENTSthe employee of year Award recognition programme continued in earnest during the fiscal and three employees were honoured for their performances at an Award ceremony held subsequent to the fiscal year. this is a programme that gives me a great deal of satisfaction, and is indeed a source of pride for the board, knowing that our employees are being rewarded for excellence in the level of service they provide to our customers and for their generally high level of performance. the group continued to recognize and appreciate the need to train its employees in order to equip them with the knowledge and skills required to do their jobs effectively and well. therefore, as in previous years, training internally and externally was carried out extensively to the benefit of many employees and by extension, the Acb group.

LOOKING AHEADStrong and effective corporate governance practices by members of the board of Directors and management of the group have been and continued to be the key drivers of our operations.

notwithstanding the extended difficult global economic conditions, which continued to negatively impact the banking industry worldwide and in the region, the group has remained profitable due to our focus on good corporate governance coupled with vigilant and effective leadership.

the initial predictions from many credible sources were that the economic turmoil, which surfaced in 2008, would likely continue into 2015 depending on how quickly the economies of the united States and europe recover. However, although there have been encouraging signs of recovery in the united States of America albeit tenuous at this stage, europe’s economic troubles have worsened with greece, Spain, italy and perhaps the strongest of them all, germany, experiencing varying degrees of problems, which have placed tremendous hardships on their populace.

With this uncertainty hovering over us, it is possible that the trickledown effect of any recovery in Antigua & barbuda’s major tourism market, the united States of America, positively impacting our local economy could be protracted. notwithstanding the continued bleak outlook and though cautious, we remain optimistic that our staff possesses the experience and knowledge required to maintain the group on its profitable path through the extended economic turbulence.

We shall continue to be guided by our established tradition of Strength, Service and Solutions and in delivering wealth to all.

ACKNOWLEDGEMENTS our customers, shareholders and other stakeholders have stood by us throughout these challenging economic times and on behalf of the board of Directors, i express my deep gratitude and appreciation for their loyalty, support and confidence in the Acb group and for continuing to share in our journey. i also thank our staff for their support and continued invaluable contribution to the group’s good financial results in fiscal 2012 and their dedication to excellence over the years

C. DAVIDSON CHARLESCHAIRMAN- BOARD OF DIRECTORS

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Pictures from clockwise direction: Acb going green campaign - Antigua State college; Acb going green campaign - goundbreaking of green Space at Antigua State college; Acb’s Denise Armstrong gives a care package to centenarian irene carlos at the Annual Fiennes institute luncheon; Acb’s Dr. Austin Josiah takes one resident to the dance floor at the annual Acb Fiennes institute luncheon; Stratton browne, left, receives the Antigua commercial bank louis H. lockhart Scholarship Award, 2012, from Director philip Harris; Financial literacy - School Visits - Sunnyside tutorial School for Financial information month; garfield christian - parish league commentator receiving an award for 25 years of service to parish league; Stephan Daniel, left, batsman with best batting average in Acb curtley Ambrose limited overs competition, receiving award; princess margaret Secondary Students interact with college representatives at international college Fair; rolston phillip of pigotts cricket club showcasing his many awards for the 2012 parish league Season; Schools panorama Sponsorship; Students interacting with college representatives at international college Fair ...continue on next page

business interview challange participants - international college Fair

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tamara edwards 2011 business interview challenge Winner; two Acb managers listen to a presentation from breast Friends volunteer; Dr. ethley london, left, featured speaker for the 9th Annual Sir Allister Francis memorial lecture, 2012; Derwent Watley, left - parish league 2012 umpire receiving his token of appreciation from taddy Arrindel coordinator of Acb; Awardees of the 2012 parish league Season; Algernon Joseph parish league commentator receiving his token of appreciation from Fitzroy brann - parish league Visionary; Acb mortgage & trust company ltd.’s Sponsored poultry tractor pen project at the Sir mcchesney george Secondary School, codrington, barbuda; Acb’s Shawn nicholas with a representative from champions Villa primary School at the Schools panorama competition

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Board ofdirecTorsANTiguA COmmErCiAl BANk lTd.

First row from the left: c. Davidson charles - chairman, gordon Derrick - Vice chairman, peter blanchard - Vice chairman, michael roberts - Vice chairman.

Second row from the left: philip Harris - Director, Alincia Williams-grant - Director, mavis george - Director, craig J. Walter - Director.

Third row from the left: Daryll matthew - Director, lorraine Headley - Director.

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B U I L D I N G 15

dIRECTORs’REPORT the board of Directors of Antigua commercial bank (Acb) is characterized by the hallmark of a high performing board, that is to say, collective business experience that can be utilized in an ever changing environment. members have been proactive in adopting established corporate governance practices, keeping a sharp focus on the oversight of key risks. A solid foundation of integrity, openness and accountability has positioned the Acb group to build and maintain strong, enduring relationships with various stakeholders, including shareholders, customers, employees and the broader community.

the mission, Vision and philosophy of the Acb group continue to provide the necessary foundation upon which members exercise their duties. to ensure its continued effectiveness, the board conducts an annual self- assessment exercise of its performance and that of its various Sub- committees.

BOARD COMPOSITIONthe composition of the Acb board of Directors is determined in accordance with the company’s bylaws (clause 4). the board is comprised of ten (10) non- executive Directors, and is structured in such a way as to ensure that the interests of shareholders are represented fairly and objectively.

As at September 30, 2012, c. Davidson charles is the elected chairman of the board, assisted by his Vice-chairmen, peter blanchard, gordon Derrick and michael roberts. the remaining members of the board are philip Harris, craig J. Walter, Alincia Williams- grant, mavis george, Daryll S. matthew and lorraine Headley.

With respect to the company’s wholly owned subsidiary, Acb mortgage & trust company ltd., the chairman of the board of Directors is gordon Derrick. the trust board is comprised of five (5) Acb Directors together with two (2) Directors chosen from the shareholders of Acb in accordance with the relevant provisions of its bylaws. the remaining members of the board are c. Davidson charles, michael roberts, philip Harris, peter blanchard, reginald peterson and Heather mannix.

BOARD MEETINGS For the year ended September 30, 2012, the Acb board of Directors hosted twelve (12) monthly meetings and held three (3) Special board meetings. the following is an analysis of Directors’ attendance:-

Name of Director Percentage Attendance

c. Davidson charles 100%

peter blanchard 100%

gordon Derrick 93%

michael roberts 100%

philip Harris 93%

craig J. Walter 93%

Alincia Williams- grant 87%

Name of Director Percentage Attendance

mavis george 93%

Daryll S. matthew 87%

lorraine Headley(from election in April, 2012)

83%

With respect to the board of Directors for Acb mortgage & trust company ltd., during fiscal 2012, the board hosted twelve (12) monthly board meetings. the following is an analysis of Directors’ attendance:-

Name of Director Percentage Attendance

gordon Derrick 92%

c. Davidson charles 75%

michael roberts 82%

philip Harris 92%

peter blanchard 100%

Heather mannix 100%

reginald peterson 100%

DIRECTORS’ TENUREclause 4.4 (a) of the company’s bylaws stipulates as follows:-

“At every Ordinary General Meeting one- third of the Directors shall retire from office. The Directors to retire shall be those who have been longest in office since their last election. As between Directors of equal seniority in office, the Directors to retire shall be selected from among them by lot. A retiring Director shall be immediately, or at any future time, if still qualified, be eligible for re-election.”

Additionally, clause 4.5 of the company’s bylaws provides as follows:-

“Tenure: Unless his tenure is sooner determined, a Director shall hold office for a period not exceeding three years from the date from which he is elected or appointed or until the close of the third Annual Meeting of the Shareholders next following but he shall be eligible for re-election, if qualified.”

At this year’s Annual general meeting, three (3) Directors will retire upon rotation and offer themselves for re-election in accordance with the provisions of the company’s bylaws:-

1. Vice Chairman Peter Blanchard (first elected – may 5, 2005);

2. Director Craig J. Walter (first elected - September 25, 2008);

3. Director Alincia Williams - grant (first elected – September 25, 2008).

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the Directors remain compliant with the provisions of section 3 of the companies (Amendment) Act, 2009 that limits the tenure of Directors of public companies.

COMMITTEES OF THE BOARDboard committees have been established to supplement the performance of the board’s duties and the exercise of its responsibilities. each committee is governed by terms of reference, approved by the board of Directors and reviewed on an annual basis, which clearly defines their respective objectives.

below is an analysis of Directors’ attendance at the respective Sub- committee meetings held during the fiscal.

GOVERNANCE AND EXECUTIVE COMMITTEEthis committee is responsible for assessing and directing the company’s overall approach to corporate governance and supervises the executive and operational management of the group, as delegated by the board. During the year the committee held a total of two (2) meetings.

Committee Members Percentage Attendance

c. Davidson charles - Chairman 100%

peter blanchard 100%

gordon Derrick 100%

michael roberts 100%

Alincia Williams- grant 100%

AUDIT & RISK MANAGEMENT COMMITTEEDuring the fiscal, the Audit & Aml/cFt oversight committee’s name was changed to the Audit & risk management committee to reflect an expansion of its duties and responsibilities to cover risk management related matters. the committee performs the following main functions:-

(i) receives and reviews reports from the chief internal Auditor, compliance Specialist and risk manager;

(ii) oversees the quality, integrity and timeliness of the company’s financial reporting;

(iii) makes recommendations to the board on the appointment of the external Auditor, Audit fees and related matters;

(iv) assesses the efficiency of risk management systems, practices and procedures

During the year, the committee held a total of eight (8) meetings.

Committee Members Percentage Attendance

craig J. Walter - Chairman 100%

philip Harris 100%

michael roberts 86%

mavis george 86%

lorraine Headley (from may, 2012) 100%

Daryll S. matthew (until may, 2012) 60% CREDIT COMMITTEEthis committee overseas the development and implementation of sound credit policies and procedures and considers credit matters in excess of management’s limits and where necessary, makes recommendations for the further consideration of the board of Directors. During the year the committee held a total of

thirty-eight (38) meetings.

Committee Members Percentage Attendance

peter blanchard- chairman 100%

michael roberts 90%

philip Harris 82%

mavis george 90%

Daryll S. matthew 74%

lorraine Headley (from may, 2012) 79% HUMAN RESOURCE & COMPENSATION COMMITTEEthe Human resource & compensation committee monitors the industrial relations of the group, reviews the senior level organizational structure and general staffing and makes recommendations to the board on human resource issues. During the year the committee held a total of thirteen (13) meetings.

Committee Members Percentage Attendance

michael roberts- chairman 100%

peter blanchard 92%

Alincia Williams-grant 69%

mavis george 77%

Daryll S. matthew 77%

lorraine Headley (from may, 2012) 100% MARKETING AND PUBLIC RELATIONS COMMITTEEthis committee reviews the marketing needs of the group in line with its goals and objectives, considers marketing strategies and monitors their effectiveness and ensures that the public relations needs of the group are being adequately met. During the year the committee held a total of seven (7) meetings.

Committee Members Percentage Attendance

gordon Derrick - Chairman 86%

michael roberts 57%

philip Harris 86%

mavis george 86%

Daryll S. matthew 86%

lorraine Headley (from may, 2012) 100% DIRECTORS’ TRAININGAs part of the board’s continued commitment to the area of good corporate governance, Directors have been accredited through the Director’s education and Accreditation programme (DeAp) offered by the eastern caribbean Securities exchange (ecSe) in collaboration with the chartered Secretaries of canada. During the year, Directors mavis george and Daryll S. matthew successfully attained the designation Acc. Dir.

Additionally, members of the board participated in corporate governance Seminars and Workshops held throughout the financial period.

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B U I L D I N G 17

DIRECTORS’ INTERESTSclause 4.3 of the company’s bylaws requires each Director to beaholderofat least$1000 invalueof thesharecapitalof thecompany.

As at September 30, 2012, Directors of the company held/ controlled the following shareholdings in Antigua commercial bank:-

Directors Value of Shareholding $ in Share Capital

c. Davidson charles - chairman 1,000

peter blanchard 31,893

gordon Derrick 7,916

michael roberts 1,000

philip Harris 5,524

Alincia Williams - grant 1,647

craig J. Walter 1,000

mavis george 1,188

Daryll S. matthew 5,669

lorraine Headley 1,600

DIVIDEND TheDirectorsrecommendapaymentof$0.40foreachunitshareon the existing shareholding distribution as at April 30, 2013 for the financial year ended September 30, 2012. the Directors further recommend that a share dividend of one (1) new share for each existing one (1) share held by shareholders be paid to shareholders on record as at July 12, 2013.

SHAREHOLDING the Securities Act, 2001, defines a Substantial Shareholder as a person who has an interest in the shares of the company, the stated value of which is equal to or more than 5% of the issued share capital of the company. in accordance with our disclosure obligations, it is noted that Shareholders, Sir clare and lady roberts own 6.95% of the company as at September 30, 2012. Shown below is an analysis of the company’s shareholding as at September 30, 2012.

Size of Shareholding

No. of Shareholders per

category

Value of Shareholding $ in the Share Capital

per category

1-1,000 4,794 809,677

1,001-2,000 308 434,115

2,001-5,000 217 686,399

5,001-10,000 76 515,276

10,001-25,000 56 945,678

25,001-100,000 27 1,066,618

100,001-250,000 2 206,100

250,001-400,000 1 336,137

total 5,481 5,000,000

SHAREHOLDER RELATIONSShareholder relations is an important function of the legal/ Secretariat Department. During the year, the Department continued to utilize its email and telephone registry to keep in direct contact with the members of the company. efforts also continued to

update Shareholders’ files with relevant information. Shareholders were encouraged to establish direct deposit instructions to facilitate the payment of dividends, when declared.

INDEPENDENT AUDITORSthe Auditors, pricewaterhousecoopers retire and being eligible, offer themselves to be appointed the company’s external Auditors for the financial year ended September 30, 2013. the Directors have agreed to recommend to the Shareholders the subject appointment.

by orDer oF tHe boArD oF DirectorS

RHODETTE PAIGELEGAL COUNSEL/ CORPORATE SECRETARY

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Board of direcTors

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ACB mOrTgAgE & TruST COmPANY lTd.

First row from the left: c. Davidson charles - Director, michael roberts - Director, philip Harris - Director

Second row from the left: peter blanchard - Director, reginald peterson - Director, Heather mannix - Director

Board of direcTors

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MANAGEMENT dIsCUssION ANd ANALysIsEARNINGS PER SHARE the consolidated results for the Acb group improved significantly withearningspershare increasingfrom$1.56thepreviousfiscalto$3.03asaresultofa95%jumpinnetprofit.Theearningspershareof$3.03 is the secondhighest in theGroup’shistory andrepresents a strong performance especially when viewed against the backdrop of an extended economic downturn.

the other major highlights of the group’s performance are discussed below:

INTEREST INCOMETotalInterestIncomeincreasedby$1.52millionor3%comparedto fiscal 2011. Specifically, income from loans increased by $2.02million or 4% but income from deposits and investmentsdeclinedby$0.50millionor5%due to lower ratesof interest inan environment where liquidity in the eastern caribbean currency union was generally high.

OTHER INCOMEThiscategorydeclinedby$0.827millionor10% due largely toa decline in firstly dividends from equity investments as financial institutions in which the group had interest substantially reduced the level of dividends they paid in the face of the economic realities the industry has experienced over an extended period of time and secondly foreign exchange earnings resulting from the continued

negative impact of the challenging global economy on the island’s vital tourism sector, a reduction in foreign transactions and volatility in exchange rates.

INTEREST EXPENSEThis expense category decreased by $1.21 million or 4.5%largelyasaresultofasignificantreductionof$1.56millionininterest on Debenture Stock fuelled by the subsidiaries success in reducing its interest rates.

OPERATING EXPENSEthis category of expense declined substantially from last year by$7.1millionor22%dueentirelytoamajorreductionof$6.6million in the level of provisioning for loans and write-offs as compared to last fiscal year.

Amou

nt in

Mill

ions

2008

61.5

61

60.5

60

59.5

59

58.5

2009 2010 2011 2012

Amou

nt in

mill

ions

2008

28

27

26

25

24

23

22

21

20092010 2011

2012

Amou

nt in

mill

ions

Amount inmillions

2008

121086420

2009 2010 2011 2012

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NET INCOMEAs a result of the significant reduction in loan loss provisioning and interest expenses and growth in interest income, the group realized aconsolidatednetincomeof$15.1million,whichwas$7.4millionmore than that generated the previous fiscal. this result represents a solid performance particularly when viewed against the high level of unemployment, that has inevitably affected many borrowers’ ability to service their loans and the significant decline in sales caused by the severe downturn in the economy.

ASSETSthe group’s assets continued its consistent growth path. in this regard,assetsgrewby$45millionor5%andrepresentanotherencouraging feature of the group’s performance for fiscal 2012. the major single contributor to asset growth was the increase of $22millioninloans.

LOANS AND ADVANCESgood lending opportunities were few and far apart and this was hardly surprising considering the difficult economic and financial challenges banking institutions have experienced since 2008. Nevertheless, theGroup’s loansportfolio grewby$22millionor3.8% and the group’s liquidity was more than adequate to fund the growth.

OTHER AREAS OF THE GROUP’S PERFORMANCE AT A GLANCE

Gladston S. JosephGeneral Manager

Amou

nt in

mill

ions

Amou

nt in

mill

ions

2008

700

600

500

4002009 2010 2011 2012

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ManageMenTTeaM

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(Left page, from left to right) First Row: gladston S. Joseph, general manager; Denise Armstrong, Assistant general manager - credit & control, peter n. Ashe, manager - Acb mortgage & trust company ltd. Second Row: rhodette paige, legal counsel/corporate Secretary, Austen gittens - chief internal Auditor, Jacqueline Hewlett - compliance Specialist, Austin Josiah - Hr executive. Third Row: geoffrey Simmons - manager - retail lending and recoveries, Jonathan lindsay - manager - customer relations & Service Quality, m. Arlene r. edwards - manager - private and corporate banking

(Right page, from left to right) First Row: Joyanne byers - Finance & Accounting executive, michael robertson - miS manager, Jennifer Hector - customer Service officer Second Row: Shawn nicholas - marketing and pr executive, eurel Hodge -training and recruitment officer, Helen looby - operations and Accounting officer - Acb mortgage & trust company ltd., maria Scotland - Audit officer Third Row: chermaine emmanuel - Finance and Accounting officer, Sharon nathaniel - corporate Accounts executive, Sidlow Frank - network Administrator/lAn Analyst

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To the Shareholders ofAntigua Commercial Bank Limited

We have audited the accompanying consolidated financial statements of Antigua Commercial Bank Limited and its subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as of September 30, 2012, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with international Financial reporting Standards and for such internal control relevant as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

our responsibility is to express an opinion on these consolidated 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 auditors’ judgement, 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 auditors consider 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 management, 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.

Opinion

in our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the group as of September 30, 2012 and its financial performance and its cash flows for the year then ended in accordance with international Financial reporting Standards.

Chartered AccountantsApril 5, 2013St. John’s, Antigua

PricewaterhouseCoopers, 11 Old Parham Road, P.O. Box 1531, St. John’s, Antigua, West IndiesT: (268) 462-3000, F: (268) 462-1902, www.pwc.com/ag

“PricewaterhouseCoopers” refers to the PricewaterhouseCoopers East Caribbean Firm. A full listing of the partners of the East Caribbean Firm is available on request at the above address.

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28

AntiguA CommerCiAl BAnk ltD.

consolidaTed sTaTeMenT of financial PosiTionAs of September 30, 2012(expressed in Eastern Caribbean dollars)

The notes on pages 34 to 99 are an integral part of these financial statements.

Total assets

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consolidaTed sTaTeMenT of coMPrehensive incoMeFor the year ended September 30, 2012(expressed in Eastern Caribbean dollars)

The notes on pages 34 to 99 are an integral part of these financial statements.

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consolidaTed sTaTeMenT of cash flowsFor the year ended September 30, 2012(expressed in Eastern Caribbean dollars)

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consolidaTed sTaTeMenT of cash flows...CONT’DFor the year ended September 30, 2012(expressed in Eastern Caribbean dollars)

The notes on pages 34 to 99 are an integral part of these financial statements.

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consolidaTed sTaTeMenT of changes in equiTy For the year ended September 30, 2012(expressed in Eastern Caribbean dollars)

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consolidaTed sTaTeMenT of changes in equiTy...CONT’DFor the year ended September 30, 2012(expressed in Eastern Caribbean dollars)

The

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e an

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noTes

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AntiguA CommerCiAl BAnk P.O. Box 95 Thames and St. Mary’s Streets St. John’sAntiguaPhone: (268) 481-4200Fax: (268) 481-4229Email: [email protected]: www.acbonline.com

Designed and Produced by Orange media Group IncPhotography: Gemma Hazelwood