Blue Power Group Limited An amalgamated entity consisting of the businesses of Lumber Depot Ltd and Blue Power Ltd

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1 A copy of this Prospectus was delivered to the Registrar of Companies for registration pursuant to Section 40(2) of the Companies Act 2004 and was so registered on Thursday 18 th March The Registrar of Companies accepts no responsibility whatsoever for the contents of this Prospectus. A copy of this Prospectus was also delivered to the Financial Services Commission for registration pursuant to section 26 of the Securities Act and was so registered on Thursday 18 th March The Financial Services Commission has not approved the Shares for which subscription is invited nor has the Commission passed upon the accuracy or adequacy of this Prospectus. Blue Power Group Limited An amalgamated entity consisting of the businesses of Lumber Depot Ltd and Blue Power Ltd Head Office: 4 Victoria Avenue, Kingston, Jamaica Telephone: (876) Facsimile: (876) Invitation for Subscription 22,599,000 Ordinary Shares at the Subscription Price of $3.89 per Share Payable in Full on Application A total of 16,867,770 Shares (the Reserved Shares ) have been reserved from the Invitation for issue to the following persons: (a) Directors (and a related party thereof) and Shareholders of the Company who have made loans to the Company amounting to $68.17 million as at 31 October 2009, and who have elected to convert $59.9 million of those loans to Shares at the Subscription Price (15,405,300 Shares); (b) Mayberry Investments Limited who have elected to subscribe for Shares at the Subscription Price in lieu of professional fees for financial advisory services to the Company (948,300 Shares); (c) staff of the Company, such Shares to be issued to staff in consideration of their service to the Company by Directors who have made loans to the Company and who have elected to convert $1,000,119 of those loans to Shares at the Subscription Price and direct that they be issued to staff (257,100 Shares); and (d) the newly appointed non executive director and mentor of the company, Mr. Jeffery Hall, who shall also subscribe at the Subscription Price (257,070 Shares) and such Reserved Shares have been reserved for issue immediately following the closing of the Invitation on the terms and conditions set out in the Prospectus. Any unissued Reserved Shares shall be made available for allocation to the general public. An Application Form in respect of the Shares is provided at the end of this Prospectus, together with notes on how to complete it. The subscription list for the Shares will open at 9:00 a.m. on Thursday 25 th March 2010 and will close at 4:30 p.m. on Thursday 1 st April subject to the right of the Company to (a) close the subscription list at any time after 9:00 a.m. on Thursday 25 th March 2010 with notice posted on the website of the Jamaica Stock Exchange ( once the issue is fully subscribed and (b) extend the Closing Date for receipt of Application Forms with notice posted on the aforementioned website of the Jamaica Stock Exchange in the event of a hurricane or other act of God. It is expected that the Shares will be admitted to listing on the Junior Market of the Jamaica Stock Exchange within 3 to 4 weeks of the Closing Date and that dealings in the Shares will commence on the date of admission. Please note that this statement of the Company s intention is not a guarantee that the Shares will in fact be admitted to trading on the Junior Market of the Jamaica Stock Exchange. SHARE CAPITAL Authorised 90,000,000 Maximum to be issued fully paid assuming Applications are received for all 5,731,230 Shares the subject of the invitation for subscription made to the general public and the 16,867,770 Reserved Shares are issued on the basis described above: 22,599,000 Shares at $3.89 each $ 87,910,110. Total Issued 56,499,000 Shares

2 Table of Contents Sections Important Disclaimers 1 Summary of Key Information on the Invitation 2 Letter to Prospective Investors 3 Definitions used in this Prospectus 4 Disclaimer Forward Looking Statements 5 The Invitation 6 Information about the Company 7 Directors and Senior Officers and their Interests 8 Management Discussion and Analysis 9 Financial Highlights 10 Auditors Report and Historical Financial Data 11 Risk Factors 12 Professional Advisors to the Company 13 Statutory and General Information 14 Documents available for Inspection 15 Directors Signatures 16 Application Form

3 Section 1 Important Disclaimers Responsibility for the Contents of this Prospectus This Prospectus has been reviewed and approved by the Board of Directors of the Company. The Directors of the Company whose names appear in Section 8 of this Prospectus are the persons responsible (both individually and collectively) for the information contained in it. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and no information has been omitted which is likely to materially affect the import of information contained herein. Neither the FSC nor any Government agency or regulatory authority in Jamaica has made any determination on the accuracy or adequacy of the matters contained in the Prospectus. Contents of the Prospectus This Prospectus contains important information for prospective investors in the Company. All prospective investors should read the Prospectus carefully in its entirety before submitting an Application Form. This Prospectus also contains summaries of certain documents which the Board of Directors of the Company believe are accurate. Prospective investors may wish to inspect the actual documents that are summarized, copies of which will be available for inspection as described in Section 15. Any summaries of such documents appearing in this Prospectus are qualified in their entirety by reference to the complete document. The publication of this Prospectus shall not imply that there has been no change in the business, results of operations, financial condition or prospects of the Company since the date of this Prospectus. No person is authorised to provide information or to make any representation whatsoever in connection with this Prospectus, which is not contained in this Prospectus. Neither the FSC nor any Government agency or regulatory authority in Jamaica has made any determination as to the accuracy or adequacy of the matters contained in the Prospectus. The Invitation is made to Jamaican Residents in Jamaica Only This Prospectus (the Prospectus ) is intended for use in Jamaica only and is not to be construed as making an invitation to persons outside of Jamaica to subscribe for any Shares. The distribution or publication of this Prospectus and the making of the invitation in certain jurisdictions outside of Jamaica is prohibited by law. Application to Subscribe for Shares This Prospectus is not a recommendation by the Company that prospective investors should submit Application Forms to subscribe for Shares in the Company. Prospective investors in the Company are expected to make their own assessment of the Company, and the merits and risks of subscribing for Shares. Prospective investors are also expected to seek appropriate advice on the financial and legal implications of subscribing for Shares, including but not limited to any tax implications. Each Applicant who submits an Application Form acknowledges and agrees that: (i) (ii) (iii) he/she has been afforded a meaningful opportunity to review the Prospectus (including the terms and conditions in section 6.5), and to gather and review all additional information considered by him/her to be necessary to verify the accuracy of the information contained in this Prospectus; he/she has not relied on the Company or any other persons in connection with his/her investigation of the accuracy of such information or his/her investment decision; and no person connected with the Company has made any representation concerning the Company or this Prospectus not contained in this Prospectus, on which the Applicant has relied in submitting his/her Application Form.

4 Section 2 Summary of Key Information on the Invitation Issuer: Securities: Subscription Price: Application Form: Terms and Conditions: Acceptable Payment Method: Blue Power Group Limited (An amalgamated entity consisting of Lumber Depot Limited (now renamed Blue Power Group Limited) and the business (inclusive of all assets and liabilities) of Blue Power Limited) Up To 22,599,000 Ordinary Shares. For Reserved Share information see * below. J$3.89 per Share payable In full on Application See Appendix 1 of the Prospectus See Section 6.5 Of The Prospectus Manager s cheque payable to Mayberry Investments Limited or JN Fund Managers Limited. Cleared funds held in account at: Mayberry Investments Limited or JN Fund Managers Limited. Timetable of Key Dates: Prospectus Registration Thursday 18 th March 2010 Prospectus Publication Thursday 18 th March 2010 Opening Date 9:00 A.M. Thursday 25 th March Closing Date 4:30 P.M. Thursday 1 st April. See ** below Confirmation of Share Allotments: Returned Applications / Refunds Admission of Shares to Junior Market All Applicants may refer to the confirmation instructions that will be posted on the website of the Jamaica Stock Exchange ( after the Closing Date (or the extended Closing Date, as the case may be). Available for collection where originally submitted, either from Mayberry Investments Limited or JN Fund Managers Limited, within 10 working days of the Closing Date (or the extended Closing Date, as the case may be). Within three to four weeks of the Closing Date. See *** below for further information on early Closing and extensions to the Closing Date. *A total of 16,867,770 Shares (the Reserved Shares ) have been reserved from the Invitation for issue at the Subscription Price to certain of the Directors (and related parties thereof) and Shareholders of the Company, and to employees of the Company, and to Mr. Jeffrey Hall (the newly appointed non executive director and Mentor to the Company), and to Mayberry Investments Limited in lieu of professional fees for financial advisory work, immediately following the Closing Date of the Invitation on the terms and conditions set out in the Prospectus. Any unissued Reserved Shares will become available for allotment to the general public. **The subscription list will close at 4:30 p.m. on Thursday 1 st April subject to the right of the Company to (a) close it at any time after 9:00 a.m. on Thursday 25 th March with notice on the website of the JSE ( once the issue is fully subscribed and (b) extend the Closing Date for receipt of Application Forms with notice on the aforementioned website of the JSE in the event of a hurricane or other act of God. ***It is the intention of the Company to apply to the Board of the JSE for admission of the Shares to trading on the Junior Market of the JSE. The application for admission is dependent on the Company s ability to (i) raise at least J$50m as a result of the Invitation made in the Prospectus and (ii) meet the criteria for admission set out in the Junior Market Rules. Please note that this statement of the Company s intention is not a guarantee that the Shares will in fact be admitted to trading on the Junior Market of the JSE.

5 Section 3 Letter to Prospective Investors QuickTime and a decompressor are needed to see this picture. Blue Power Group Limited Head Office: 4 Victoria Avenue, Kingston, Jamaica Telephone: (876) Facsimile: (876) Mail to: 4 Victoria Avenue C/O Kingston Central Sorting Office, Jamaica Thursday 18 th March 2010 Dear Prospective Investors, The Directors of the Company are pleased to invite you to subscribe for Shares in the capital of the Company on the terms set out in this Prospectus. The Company The Company is an amalgamated entity consisting of the businesses of Lumber Depot Limited (now renamed the Blue Power Group Limited), and its subsidiary Blue Power Limited. The amalgamation was recently effected by the Company in preparation for its proposed Admission to the Junior Market. Following its recent amalgamation the Company now operates two divisions: one division trades as Lumber Depot, a retailer of building materials including cement, steel, lumber, plumbing and electrical supplies located at 17C Gordon Town Road, Papine. The second division trades as Blue Power, manufacturer of the famous Blue Power cake laundry soap and Taya bath soap bars, located at 4-6 Victoria Avenue, Kingston. The Company also owns two subsidiaries, namely Papine Properties Limited and Cotrade Limited which are property holding companies. See Section 7 of this Prospectus for more detailed information on the Company and its operations. Since its inception in 1998, the Company has grown from miniscule sales to over $640 million in consolidated sales as at the end of April At the end of April 2009 after-tax profits stood at over $14.7 million. Unaudited financial statements for six months to October 2009 show a turnover of $317 million with pre-tax profit of $22.2 million and after tax profit of over $14.8 million. See the Management Discussion and Analysis in Section 9, the Financial Highlights in Section 10, and the Auditor s Report and Historical Financial Data in Section 11 for more information on the Company and its performance to date. The Invitation and the Reserved Shares In order to build on its core competencies and leverage its strengths the Company is seeking to raise approximately $87.9 million by inviting subscriptions for up to 22,599,000 Shares of which the general public is invited to subscribe for 5,731,230 Shares and 16,867,770 are Reserved Shares to be issued immediately following the Closing Date of the Invitation on the terms and conditions set out in this Prospectus. The subscription list opens at 9:00 a.m. on Thursday 25 th March 2010 and closes at 4:30 p.m. on Thursday 1 st April 2010 subject to the right of the Company to shorten or extend the time for closing of the subscription list in the circumstances specified in this Prospectus. If the Invitation is successful in raising at least $50 million the Ordinary Shares of the Company are expected to be admitted to the Junior Stock Market of the JSE within 3 to 4 weeks of the Closing Date (or the extended Closing Date, as the case may be). Please note that this statement of the Company s intention is not a guarantee that the Shares will in fact be admitted to trading on the Junior Market of the JSE. The Invitation represents an opportunity for prospective investors to join the founding directors who include prominent local business persons. The Company benefits from the strategic direction of Dhiru Tanna whose business experience extends to soap making as his family owned and operated a very large soap factory in Uganda. It is also pleased to announce the recent appointment of Mr. Jeffrey Hall to the Board of Directors. Mr. Hall will also serve as the Company s Mentor and will lead its corporate governance strategy.

6 Shareholders and Directors (including a related party thereof) who have made loans to the Company which amount to $68.17 million as at 31 st October 2009 in the aggregate have chosen to convert $59.9 million of such loans into 15,405,300 Reserved Shares at the Subscription Price in support of the Company and its proposed listing on the Junior Market. In addition, Mr. Hall intends to subscribe for 257,070 Reserved Shares at the Subscription Price. The Reserved Shares will be issued immediately after the Closing Date on the terms and conditions set out in section 6.5 of this Invitation. Any unissued Reserved Shares will become available for allocation to the general public. Benefits of listing on the Junior Market of the Jamaica Stock Exchange The Company believes that listing on the Junior Market of the JSE will raise its profile while allowing it to raise funds in order to finance purchases of raw materials and machinery for the Blue Power division. This, in turn, will allow the company to produce competitively and to fulfill its strategic plans to become a leading local manufacturer, retailer and exporter. In addition, the Company believes that the fundraising resulting from the Invitation, if successful, will enable it to improve both its balance sheet and its capacity to take on debt if required. The Company further believes that listing will enable it to take advantage of a special concessionary tax regime for Junior Market companies provided that the Company remains listed for 15 years. In its first 5 years on the Junior Market, the Company will not be liable to pay any corporate income tax. In years 5 to 10 on the Junior Market, the Company will only be liable to pay corporate income tax at half the usual rate. Furthermore, dividends paid by the Company to its Shareholders will not be subject to tax, and Shareholders will not be liable to pay transfer tax on the Shares, either. See Section 14.2 of this Prospectus for further details of the concessionary tax regime for Junior Market Companies. Use of Proceeds The Directors believe that the Company s target market for the Blue Power Division in particular, namely Jamaica as well as the Caribbean diaspora in the United States and the United Kingdom, represents significant potential for growth. As such, the Company intends to use the greater part of the proceeds of the funds raised as a result of the Invitation to fund the expansion of its current business model for that Division. The Company also intends to use a part of proceeds of the fundraising to pay the expenses of the Invitation which, the Company estimates will not exceed $7.5 million (inclusive of financial advisory fees paid in the form Reserved Shares, lead brokerage and selling agent s fees, legal fees, registrar s fees, initial listing fees, and GCT). The Company s financial adviser, Mayberry Investments Limited, in recognition of the Company s potential for growth, is supporting the proposed listing by taking their fee in the form of 948,300 Reserved Shares to be issued at the Subscription Price, as described in section 6.5 of the Prospectus. How to subscribe for Shares We hope that prospective investors will join the Company in this exciting new phase of its development. Those investors who are interested in subscribing for Shares should read the Prospectus in its entirety and the terms and conditions of the Invitation set out in Section 6.5, and then complete the Application Form. Yours sincerely, For and on behalf of the Company, Dhiru Tanna Managing Director

7 Section 4 Definitions used in this Prospectus Act means the Companies Act, 2004 Allotment Applicant Application Form Articles of Incorporation Auditors Report Board of Directors Company Closing Date Director Forward Looking Statements FSC Historical Financial Data Invitation JSE Junior Market Mentor means the allotment of the Shares to successful Applicants means a person (being an individual or a body corporate resident in Jamaica, and a member of the general public or an employee of the Company who is entitled to the Reserved Share(s)) who submits an Application Form means the Application Form to be completed by Applicants (including Reserved Share Applicants) in respect of the Invitation which is set out in Appendix 1 and such Application Form which constitutes an offer to the Company means the Articles of Incorporation of the Company adopted on 15 th March 2010 (as they may be amended by the shareholders of the Company from time to time) means the report of Crooks Jackson Burnett, Chartered Accountants set out Section 11 that precedes the Historical Financial Data means the Board of Directors of the Company, details of which are set out in Section 8 of the Prospectus means Blue Power Group Limited an amalgamated entity comprising the businesses of Lumber Depot Limited and Blue Power Limited means the date on which the subscription list in respect of the Invitation closes, being 4:30 p.m. on Thursday 1 st April 2010 subject to the right of the Company to shorten or extend the subscription period in the circumstances set out in the Prospectus means a director of the Company means the forward looking statements referred to in Section 5 of the Prospectus means the Financial Services Commission means the figures set out in Section 15, including those extracted from the audited financial statements of the Company for each of the financial reporting periods ended April 30 th 2005, April 30 th 2006, April 30 th 2007, April 30 th 2008 and April 30 th 2009 and also the Unaudited Financial Statements means the invitation to subscribe for up to 22,599,000 Ordinary Shares in the capital of the Company on the terms and conditions set out in Section 6.5 of the Prospectus means the Jamaica Stock Exchange means the Junior Market of the Jamaica Stock Exchange means the mentor to the Company Mr Jeffrey Hall who was appointed in accordance with the Rules of the Junior Market under an agreement dated 22 nd February 2010, who is also a non

8 executive director of the Company Opening Date Prospectus Registrar means the date on which the subscription list in respect of the Invitation opens, being 9:00 a.m. on Thursday 25 th March 2010 means this document, which constitutes a prospectus for the purposes of the Companies Act, 2004 and the Securities Act means the Jamaica Central Securities Depository (JCSD) means one of the 16,867,770 Shares reserved from the Invitation for issue to the following persons: (a) Directors (including a related party thereof) and Shareholders of the Company who have made loans to the Company amounting to $68.17 million as at 31 October 2009 and who have elected to convert $59.9 million of those loans to Shares at the Subscription Price (15,405,300 Shares); and Reserved Share(s) (b) Mayberry Investments Limited who have elected to subscribe for Shares at the Subscription Price in lieu of professional fees for financial advisory services to the Company (948,300 Shares); and (c) staff of the Company, such Shares to be issued to staff in consideration of their service to the Company by Shareholders who have made loans to the Company as stated in paragraph (a) and who have elected to convert $1,000,119 of those loans to Shares at the Subscription Price (257,100 Shares); and Shares Shareholders Subscription Price terms and conditions of the Invitation Unaudited Financial Statements (d) Mr. Jeffrey Hall, the newly appointed non executive director and Mentor to the Company, who shall also subscribe at the Subscription Price (257,070 Shares), and such Shares have been reserved for issue immediately following the closing of the Invitation on the terms and conditions set out in the Prospectus means the no par value ordinary shares in the capital of the Company means holders of the Shares means $3.89 per Share (whether a Reserved Share or not) means the terms and conditions for Applicants set out in Section 6.5 of the Prospectus means the unaudited financial statements of the Company for the six month period ended 30 October 2009 that are set out in Section 10 of the Prospectus $ means the Jamaican dollar unless otherwise indicated

9 Section 5 Disclaimer - Forward Looking Statements Except for the Historical Financial Data concerning the Company contained in this Prospectus, certain matters discussed in this Prospectus, including without limitation the discussions of future plans and financial projections, contain forward-looking statements. Forward-looking statements are statements that are not about historical facts and speak only as of the date they are made. Although the Company believes that in making any such statements its expectations are based on reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Prospective investors in the Company are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they have been made. Future events or circumstances could cause actual results to differ materially from historical or anticipated results. When used in this Prospectus, the words anticipates, believes, expects, intends and similar expressions, as they relate to the Company, are intended to identify those forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. Once this Prospectus has been signed by or on behalf of the Company, and prior to the admission of the Company to the Junior Market of the JSE, the Company undertakes no obligation to update publicly or revise any of the forward-looking statements in light of new information or future events, including changes in the Company s financial or regulatory position, or to reflect the occurrence of unanticipated events (subject to any legal or regulatory requirements for such disclosure to be made). There are important factors that could cause actual results to differ materially from those in forward-looking statements, certain of which are beyond the Company s control. These factors include, without limitation, the following:! economic, social and other conditions prevailing both within and outside of Jamaica, including actual rates of growth of the Jamaican and regional economies, instability, high domestic interest rates or exchange rate volatility! adverse climatic events and natural disasters! unfavourable market receptiveness to the Company s products! changes in any legislation or policy adversely affecting the revenues or expenses of the Company! any other factor negatively impacting on the realisation of the assumptions on which the Company s financial projections are based! other factors identified in this Prospectus

10 Section 6 _ The Invitation 6.1 General Information The Company is making an the Invitation to the general public to subscribe for up to 5,731,230 Shares of a total of 22,599,000 Shares in the Company at the Subscription Price of $3.89 per Share. Assuming that all of the 5,731,230 Shares are subscribed by the general public in the Invitation, and the Reserved Shares are issued on the terms described below, the Company will raise approximately $87.9 million as a result of the Invitation (inclusive of keeping the fees that would otherwise be payable to Mayberry but for the arrangement to issue the Reserved Shares to it in lieu of fees described below). A total of 16,867,770 Shares (the Reserved Shares ) have been reserved from the Invitation for issue to the following persons: (a) Directors (including a related party thereof) and Shareholders of the Company who have made loans to the Company amounting to $68.17 million in the aggregate as at 31 October 2009 have chosen to convert $59.9 million of those loans to Shares at the Subscription Price (15,405,300 Shares); (b) Mayberry Investments Limited who have elected to subscribe for Shares in lieu of professional fees for financial advisory services to the Company (948,300 Shares); (c) staff of the Company, such Shares to be issued to staff in consideration of their service to the Company by Shareholders who have made loans to the Company as stated in paragraph (a) and who have elected to convert $1,000,119 of those loans to Shares at the Subscription Price (257,100 Shares); and (d) Mr. Jeffrey Hall, the newly appointed non executive director and Mentor to the Company, who shall also subscribe at the Subscription Price (257,070 Shares), and all such Reserved Shares have been reserved for issue immediately following the closing of the Invitation on the terms and conditions set out in the Prospectus. Prospective investors should read all of the sections referred to carefully together with the remainder of this document. Those prospective investors who wish to subscribe for Shares should also refer to the full terms and conditions set out in Section 6.5 before completing the Application Form set out in Appendix Minimum Subscription For the purposes of section 48 of the Companies Act the minimum amount which, in the opinion of the Directors, must be raised as a result of the Invitation and received by the Company in order to provide for each of the matters set out in paragraph 2 of the Third Schedule (the minimum subscription and allotment required ) is $50 million. That is also the amount that must be raised by the Company as a result of the Invitation for the purposes of admission to the Junior Market of the JSE. 6.3 Use of Proceeds If the Company is successful in raising at least $50 million as a result of the Invitation, it intends to use those proceeds to fund its strategic plans for growth of the Blue Power Division s existing business model in Jamaica and in its export markets, being the areas of concentrated settlement by the Caribbean diaspora in both the United States and the United Kingdom. The company also believes that the fundraising will strengthen its balance sheet and its capacity to take on debt for the purposes of expansion, if necessary. The Company also intends to pay the expenses associated with the Invitation out of the fundraising proceeds. Such expenses are not expected to exceed $7.5 million (inclusive of financial advisory fees paid in the form of Reserved Shares, lead brokerage fees, sales agency fees, legal fees and disbursements, registrar s fees, initial listing fees, and GCT). Mayberry Investments, the Company s financial adviser and lead broker is supporting the proposed listing by taking Reserved Shares in lieu of their financial advisory fees. The Jamaica Stock Exchange has promoted the use of such flexible fee arrangements by professional advisers for the purposes of assisting companies to list on the Junior Market. The Company and Mayberry have agreed that such an arrangement is suitable for the

11 Company as it will enable it to retain a greater proportion of the fundraising proceeds than would otherwise have been the case. 6.4 Key Dates An Application Form for use by all Applicants including Applicants for the Reserved Shares and the general public is provided at Appendix 1 at the end of this Prospectus, together with notes on how to complete it. The subscription list for the Shares will open at 9:00 a.m. on Thursday 25 th March 2010 and will close at 4:30 p.m. on Thursday 1 st April 2010 subject to the right of the Company to (a) close the subscription list at any time after 9:00 a.m. on Thursday 25 th March 2010 with notice posted on the website of the JSE ( once the issue is fully subscribed and (b) extend the Closing Date for receipt of Application Forms with notice posted on the aforementioned website of the JSE in the event of a hurricane or other act of God. It is expected that the Shares will be admitted to listing on the Junior Market of the JSE within 3 to 4 weeks of the Closing Date (or the extended Closing Date, as the case may be) and that dealings will commence on that date. Please note that this statement of the Company s intention is not a guarantee that the Shares will in fact be admitted to trading on the Junior Market of the JSE. 6.5 Terms and Conditions for Applicants 1. All Applicants must submit an Application Form as provided at Appendix 1 to this Prospectus. 2. All Applicants will be deemed to have accepted the terms and conditions of the Invitation and any other terms and conditions set out in this Prospectus, including the Appendix. 3. Reserved Share Applicants must also complete and submit an Application Form. Employees of the Company with 5 or more years of service are eligible to apply for Reserved Shares in consideration of their service to the Company. Each employee will receive between 7,000 and 25,000 Shares based on their years of service to the Company. All other applicants for Reserved Shares are required to make payment for their Shares as provided in this section Each Applicant acknowledges and agrees that: (a) (b) (c) he/she has been afforded a meaningful opportunity to review the Prospectus (including the terms and conditions in this section 6.5), and to gather and review all additional information considered by him/her to be necessary to verify the accuracy of the information contained in this Prospectus; he/she has not relied on the Company or any other persons in connection with his/her investigation of the accuracy of such information or his/her investment decision; and no person connected with the Company has made any representation concerning the Company or this Prospectus not contained in this Prospectus, on which the Applicant has relied in submitting his/her Application Form. 5. Application Forms from the general public must request a minimum of 5,000 Ordinary Shares and be made in multiples of 1,000. Application Forms from the general public in other denominations will not be processed or accepted. 6. All Application Forms must be delivered EITHER TO Mayberry Investments Limited at 1 1 / 2 Oxford Road, Kingston 5 ( Mayberry ) OR TO JN Fund Managers Limited ( JN Fund Managers ) at 17 Belmont Road (corner of Haining Road) Kingston 5 together with payment for the specified number of Ordinary Shares in the form of either: (a) a manager s cheque made payable EITHER TO Mayberry Investments Limited OR TO JN Fund Managers Limited; or

12 (b) confirmation of the instruction on the Application Form, that Mayberry or JN Fund Managers (as the case may be) is to make payment for the number of Shares specified in the Application Form, from cleared funds held in an investment account in the Applicant s name with Mayberry or JN Fund Managers. 7. All Shares are priced at the Subscription Price of $3.89 per Share. 8. All Application Forms will be time stamped for processing in the order in which they were received. Application Forms that meet the requirements set out in this section 6.5 will be accepted on a first come first served basis. 9. For the purposes of paragraph 10 above the Directors of the Company, in their sole discretion, may: (a) (b) accept or reject any Application Form in whole or part without giving reasons, and neither they (nor any of them) nor the Company shall be liable to any Applicant or any other person for doing so; and allot Shares to Applicants on a pro rata or other basis if the Invitation is oversubscribed prior to the closing of the Subscription lists. 10. Neither the submission of an Application Form by an Applicant nor its receipt by the Company will result in a binding contract between the Applicant and the Company. Only the allotment of Shares by the Company to an Applicant (whether such Shares represent all or part of those specified by the Applicant in his/her Application Form) will result in a binding contract under which the Applicant will be deemed to have agreed to subscribe for the number of allotted Shares at the Subscription Price, subject to these terms and conditions. 11. Successful Applicants will be allotted Shares for credit to their account in the Jamaica Central Securities Depository specified in their Application Forms. Applicants may refer to the confirmation instructions that will be posted on the website of the Jamaica Stock Exchange ( after the Closing Date. Applicants who wish to receive share certificates must make a specific request to the Jamaica Central Securities Depository. 12. The Company will endeavour to return cheques for the amounts refundable to Applicants whose Application Forms are not accepted, or whose Application Forms are only accepted in part, to either Mayberry Investments Limited or JN Fund Managers Limited (depending on which entity the Application Form was originally delivered to) within 10 working days after the Closing Date (or the extended Closing Date, as the case may be) or as soon as practicable thereafter. Each refund cheque will be sent to Mayberry Investments Limited or JN Fund Managers Limited for collection by the Applicant (or the first-named joint Applicant) stated in the Application Form. Any other person collecting the cheque on behalf of the Applicant must be authorised in writing by the Applicant to do so. 13. Applicants must be at least 18 years old.

13 Section 7 Information about the Company 7.1 The Company and its Strategic Goals Lumber Depot Division The Company began operations in 1998 as a partnership called Lumber Depot. It was founded by its now Chief Executive Officer, Dhiru Tanna and other leading business partners including Antony Hart C.D., Mark Hart, Jane Fray, Peter Millingen, and Kenneth Benjamin C.D. The partnership later became a company called Positano Enterprises Limited and then subsequently changed its name to Lumber Depot Limited. The first store was established at 4 Victoria Avenue in downtown Kingston and it now serves as the Company s headquarters. The Company s indirect subsidiary Cotrade Limited later purchased premises at 17C Gordon Town Road in Papine and made them available to the Company. The Papine location houses the Company s purpose built lumber and hardware store, with ample parking space for its customers along with the convenience of a small Jamaica National Building Society branch with an ATM. In 2000 the Company decided to concentrate its hardware and lumber operations at the Papine Store and the Victoria Avenue premises became the head office and a storage facility for imported lumber.. The Lumber Depot Division of the Company focuses on selling fast-moving items such as cement, steel, lumber, plumbing and electrical supplies to retail customers as well as professional building contractors and tradesmen. The Lumber Depot Division recently concluded a short term contract to supply building materials and related items to the Canadian Government for the benefit of the Jamaica Defence Force. The Lumber Depot Division of the Company employs 25 persons including Lisa Kong, the Financial Controller who also serves the Blue Power Division. The Lumber Depot Division is in the process of upgrading its business accounting software which will speed up customer service and the preparation of financial statements. Blue Power Division In 2001, in recognition of the fact that Jamaica is a large consumer of cake laundry soap the Company made a strategic decision to begin a small laundry soap manufacturing operation at its premises at Victoria Avenue. Trading as a separate legal entity called Blue Power Limited which has since been amalgamated with the Company, under the strategic direction of Chief Executive Officer Mr. Tanna it purchased reconditioned soap making machines with a small output capacity and obtained certain incentives from JAMPRO under the Modernisation of Industry Programme and the Industrial Incentives Act including a complete exemption from the payment of customs duty on imports of machinery and deferment of GCT on imports of raw materials. The Company did not begin producing its distinctive blue laundry soap until The following 2 financial years ( and ) were characterized by production difficulties and sluggish sales that were insufficient to balance its start-up costs for the manufacturing operation. At that time the founders of the Company concentrated on changes to its soap formulations, and on increasing familiarity with the soap manufacturing process. The founders also concentrated significant sales efforts in the downtown Kingston market. In 2004 the Company established a relationship with its overseas distributors in New York and London, England for the purposes of exporting its soap products. Around that time, the Company also purchased more sophisticated soap making machinery and a sophisticated wrapping machine to produce greater output that was attractively packaged for the export market. The Company s exports to the US market have grown from 2 containers per year carrying approximately 4,000 cases of 72 bars each to 5 containers per year carrying approximately 10,000 cases of 72 bars each, while the English market has been disappointing.

14 Between 2008 and 2009 the Company prepared to introduce higher value personal bath soaps by acquiring additional machinery for processing, stamping and wrapping individual bars. In May 2009, the Company s Blue Power division introduced a carbolic soap which very quickly gained acceptance in the local market, and in the Company s export market in the United States. The Directors anticipate that the Company s own branded carbolic soap will constitute a significant proportion of the Blue Power Division s overall sales in The Company now has the capability to produce high quality bath soaps with added ingredients such as cocoa butter, aloe vera, olive oil, etc. Given that background, the Company is now concentrating on introducing soaps into the Jamaican market at competitive prices: the Directors believe that the market for bath soap in Jamaica is large and served mainly by imported soap that is produced outside of the CARICOM region. Non-CARICOM produced soap attracts a 40% customs duty on its import into Jamaica and therefore, the Company s products will be well-priced in comparison. The Blue Power made laundry-soaps tend to be about 25% cheaper than competing products from CARICOM. The Directors also note that powdered detergents, which have gradually replaced laundry bar soap products at the top end of the market, have not replaced the Jamaican consumer s demand for laundry bar soap which remains at an estimated overall level of 30,000 cases of 72 bars each per month. The Company has recently entered into an arrangement with LASCO Distributors Limited ( LASCO ), to manufacture bath soaps under the LASCO name. All of the preparatory work, including label and stamp design, and production and approval of samples, has already been completed. The Directors anticipate that the arrangement with LASCO has the potential to grow the sales of the Blue Power division significantly in future. The Blue Power Division of the Company employs 15 persons including Lisa Kong, the Financial Controller who also serves the Lumber Depot Division. 7.2 Products Blue Power Division

15 The Company manufactures and distributes the following products in its Blue Power Division under its own labels:! Blue Power cake laundry soap! Mega Blue cake laundry soap! Blue Power Carbolic soap! Jamaica Carbolic soap! Taya cocoa butter and aloe vera bath soaps The Company has entered into agreements to manufacture the following bath soaps for its customers:! Big Blu cake laundry soap (Grace Kennedy and Co. Limited)! Lascare cake laundry soap (Lasco Distributors Limited)! Magic cake laundry soap (CariMed Limited)! Tops cake laundry soap (Barco Caribbean Limited)! Blast cake laundry soap (H.D.Hopwood & Co. Limited)! HiLO cake laundry soap (HiLo Food Stores Limited) The Company has also entered into an agreement with Lasco Distributors Limited to manufacture the following soaps under the brand name LASCO:! Carbolic soap! Aloe vera soap! Olive oil soap! Deodorant soap! Cocoa Butter soap Lumber Depot Division In the Lumber Depot division the Company concentrates on the distribution and sale of generic and fast moving items such as cement, steel, lumber, plumbing and electrical supplies. The purpose built sales outlet at Papine is conveniently located for persons who live in Mona, Hope Pastures, August Town, Gordon Town, Newcastle and beyond. The outlet also has ample parking space for customers convenience. The Lumber Depot division has been profitable since the Company s incorporation. The Company is not intending to expand beyond the single outlet in the near future but, given current information, the Directors believe that the business will continue to keep up reasonably with inflation and provide a steady source of income. 7.3 Incorporation and Trading History The Company began its operations as Lumber Depot from its present head office location at 4 Victoria Avenue, Kingston in August It was incorporated on 22 nd April An indirect subsidiary, Cotrade Limited was incorporated on 3 rd September That company acquired the land at 17C Gordon Town Road, Papine and then built, with funding from the ultimate parent, a hardware outlet for use by Lumber Depot. The Company also has a direct subsidiary, Papine Properties Limited, which was incorporated in the British Virgin Islands on 14 th September In preparation for the Invitation and the proposed Admission of the Company to the Junior Market, the Company acquired the entire business of its direct subsidiary Blue Power Limited as a going concern by way of an amalgamation agreement dated 15 th March Such agreement has effect to amalgamate the two entities as from 1 st January The shareholders of the Company also approved a conversion of the 130 preference shares in the Company that were held by senior managers to Shares (1:1) and increased its authorised capital from 2000 Shares to 3000 Shares before subdividing those Shares (1:30,000) such that the current authorised and issued capital is as set out below.

16 In addition to the above, the shareholders of the Company approved and adopted new Articles of Incorporation with effect from 15 th March 2010 and the re-registration of the Company as a public company. 7.4 Authorised and Issued Share Capital As at Monday 15 th March 2010, being the latest practicable date prior to publication of the Prospectus, the authorised and issued share capital of the Company was as follows: Authorised: 90,000,000 Issued: 33,900, Major Shareholdings As at Monday 15 th March 2010, being the latest practicable date prior to publication of the Prospectus, the 10 largest holdings of Shares in the capital of the Company (including legal and, where known to the Company, beneficial holdings) were as follows: Name of Shareholder Number of Shares before Opening Date of Invitation % of Issued Share Capital before Opening Date of Invitation Antibes Holdings Limited 16,230, % Appleton Hall Limited 2,520, % Mark Hart 2,490, % Jane Fray 2,490, % Silver Investments Limited 3,750, % Kenneth Benjamin C.D. 2,520, % Major Noel Dawes 2,100, % Veronica Lowe 1,050, % Lisa Kong 750, % Total Issued Share Capital 33,900, % Total Authorised Share Capital 90,000, % After the subscription lists for the Invitation are closed, and assuming that: (a) the Invitation for the public to subscribe for up to 5,731,230 Shares is taken up in full,

17 (b) all of the 16,867,770 Reserved Shares are issued to those persons who are entitled to subscribe for them on the terms and conditions set out in this Prospectus, the percentage shareholdings in the Company will be as follows: Name of Shareholder Number of Ordinary Shares after Closing Date of Invitation % of Issued Share Capital after Closing Date of Invitation Antibes Holdings Limited 28,300, % Appleton Hall Limited 3,125, % Mark Hart 3,095, % Jane Fray 3,095, % Silver Investments Limited 3,750, % Peter Millingen 907, % Kenneth Benjamin C.D. 3,130, % Major Noel Dawes 2,100, % Veronica Lowe 1,050, % Mayberry Investments Limited / nominee 948, % Lisa Kong 750, % Employees 257,100! 0.46% Jeffrey Hall 257, % General Public 5,731, % Total Issued Share Capital 56,499, % Total Authorised Share Capital 90,000,000! 100% 7.6 Applicable Regulatory Regime The current business of the Company does not require it to be regulated as a bank, financial institution, insurer or otherwise. The regulatory regime applicable to the Company is set out below. In order to enjoy the benefits of customs duty-free imports of raw materials and machinery with deferred GCT, the manufacturing division has to be registered with Jampro under the Modernization of Industry Programme implemented under the Industrial Incentives Act. The Company s subsidiary Blue Power Limited enjoyed this status and since the amalgamation referred to in paragraph 7.3 above the Company has reapplied to Jampro for the same concessions to be given to its newly formed Blue Power division. The Company anticipates that the concessions will be granted again in the near future having received a comfort letter from Jampro for that purpose. All factories in Jamaica are required to register with the Ministry of Labour and abide by the directions given by the Factory Inspectors who visit the facilities from time to time. The Company s factory is considered to be in good standing for a period of 3 years expiring 2 nd June 2012.

18 The regulatory information referred to in this section will be available for inspection as described in Section Intellectual and Real Property As at Monday 15 th March 2010, being the latest practicable date prior to the publication of this Prospectus, the Company has the following interests in real and intellectual property: Intellectual Property The Company has registered the following trademarks for use in Jamaica:! Taya - valid until 21 st April The above registration is capable of extension for further periods of 10 years on application prior to its expiry. The Company has also applied for registration of the following trademarks as of 8 th March 2010:! Blue Power (and logo)! Lumber Depot (and logo) If the applications are successful the trademarks will be registered for 10 years from 8 th March 2010 and will be capable of renewal as described above. The trademark registrations and applications referred to in this section will be available for inspection as described in Section 15. The Company also uses certain intellectual property rights belonging to Grace Kennedy and Co. Limited, CariMed Limited, LASCO Distributors Limited, Barco Caribbean Limited, and H.D. Hopwood & Co. Limited. No consideration is payable by the company for such use. Real Property The Company leases the premises it occupies at 4 & 6 Victoria Avenue, Kingston (Head Office and Blue Power Division) from Alacrity Limited (owned by director Kenneth Benjamin) and that at 17c Gordon Town Road, Papine (Lumber Depot Division) from its direct and indirect subsidiaries Papine Properties Limited and Cotrade Limited, respectively. The rental charge for the property at 4 and 6 Victoria Avenue is $120,000 plus GCT per month and no rental charge applies in respect of the property at 17c Gordon Town Road, Papine. 7.8 Material Contracts The following material contracts, not being contracts entered into in the ordinary course of business, have been entered into by the Company with the following persons ( counterparties ) in the 2 years preceding Monday 15 th March 2010 being the latest practicable date prior to the publication of this Prospectus, and earlier (as the case may be): Date Counterparty Brief Description th January 2010 LASCO Distributors Limited Soap manufacturing contract covering five varieties of bath soap and carbolic soap. Under the contract the Company retains the right to manufacture soap under its own labels but, subject to a commitment by LASCO to meet a minimum monthly purchase target the Company will manufacture certain types of bathing soaps exclusively for LASCO and not for any other distributor in Jamaica. Under the contract the Company also commits to

19 marketing the LASCO branded bath soaps to its distributors for export abroad th August 2006 JN Fund Managers Limited Loan of J$26.4m of which J$23m is the principal amount outstanding of 31 st October Such principal amount is to be secured by a first priority mortgage on the property at 17C Gordon Road, Papine. Interest is payable monthly, and calculated at the simple rate of 14.5% per annum. There are no specific repayment terms relating to the principal amount th March April April 1998 Jamaica Export Import Bank via JN Fund Managers Limited Antibes Holdings Limited (St Lucia) Antibes Holdings Limited (St Lucia) Non revolving demand loans secured by a guarantee from JNFM Ltd. which in turn has been guaranteed by Antibes Holdings Ltd loans amounting to J$13.3m in the aggregate as of October 31 th There are 3 loans in total and they are due for repayment in April 2010, January 2012 principal and March Interest is calculated at the simple rate of 12% per annum and is payable quarterly. Principal is also amortised for quarterly repayment. Unsecured loan facility amounting to US$135,000 (principal) as of 1 st May Interest is payable annually and is calculated at the rate of 9% per annum. The loan is to be converted to ordinary shares which are Reserved Shares, on the terms and conditions set out in the prospectus. Unsecured loan amounting to J$15.30m as of 31 st October There are no fixed interest or repayment terms. The loan is to be converted to ordinary shares which are Reserved Shares, on the terms and conditions set out in the prospectus. 6. March 2004 Dhiru Tanna 7. April 1998 Appleton Hall Limited 8. April 1998 Mark Hart 9. April 1998 Jane Fray 10. April 1998 Silver Investments Limited Unsecured short term interest free loan amounting to J$23.96m as of 31 st October The loan is to be converted to ordinary shares which are Reserved Shares, on the terms and conditions set out in the prospectus. Unsecured short term interest free loan amounting to J$2.36m as of 31 st October The loan is to be converted to ordinary shares which are Reserved Shares, on the terms and conditions set out in the prospectus. Unsecured short term interest free loan amounting to J$2.36m as of 31 st October The loan is to be converted to ordinary shares which are Reserved Shares, on the terms and conditions set out in the prospectus. Unsecured short term interest free loan amounting to J$2.36m as of 31 st October The loan is to be converted to ordinary shares which are Reserved Shares, on the terms and conditions set out in the prospectus. Unsecured loan amounting to J$3.54m as of 31 st October There are no fixed interest or repayment terms. The loan is to be converted to ordinary shares which are Reserved Shares, on the terms and conditions set out in the prospectus.

20 11. April 1998 Kenneth Benjamin, C.D. Unsecured loan amounting to J$3.54m as of 31 st October There are no fixed interest or repayment terms. The loan is to be converted to ordinary shares which are Reserved Shares, on the terms and conditions set out in the prospectus. 12. October 2002 Eve Sales Corp. (New York, New York) Exclusive distribution arrangement for North America in respect of Blue Power laundry soap and other bath soap. The distributor purchases the soap directly from the Company and does not receive additional commission Wanis Limited (London, England) th January 2010 Mayberry Investments Limited Non exclusive distribution arrangement for the United Kingdom in respect of Blue Power laundry soap and other bath soap. The distributor purchases the soap directly from the Company and does not receive additional commission. Agreement to provide financial advisory and lead broker services to the Company for the purposes of its proposed admission to the Junior Market. 15. April 1998 present Dhiru Tanna Salary equivalent to US$54,000 per annum plus performance related bonus based on percentage on net profit nd February 2010 Jeffrey Hall Mentor Agreement in the form required by the Rules of the Junior Market. The Agreement is conditional on the success of the Invitation. Under it Mr. Hall is to be paid J$100,000 for attendance at Board meetings and he is able to reclaim his reasonable expenses in connection with same. 17. The remainder of the Company s arrangements with suppliers customers are undocumented. This serves to assist the Company to operate flexibly. The material contracts referred to in this section will be available for inspection as described in Section Litigation As at Monday 15 th March 2010 being the latest practicable date prior to the publication of this Prospectus, the following are the only litigation, arbitration, or similar proceedings pending or threatened against the Company: The Company has issued proceedings against a defaulting credit customer, Mrs. H. McDonald, in respect of approximately J$1m of unpaid hardware and lumber goods. Mrs. McDonald disputes the claim and states that she accepted the goods on behalf of her employer, Cash Plus Ltd. For the sake of prudence the Company has provided for the relevant amount as a bad debt in its financial reports for the period although it is still attempting to recover same Dividend Policy Historically the Company has not paid dividends, choosing to reinvest its profits for the purposes of funding growth. The Directors expect that in the absence of any adverse changes in the Jamaican economic climate, the profits of the company will continue to grow. Accordingly the Board anticipates a payment of an annual dividend of between 10% and 20% of the annual after tax profits where such profits are available for distribution, subject to the Company s need for reinvestment of some or all of its profits from time to time in order to finance its growth and development.

21 7.11 Insurance Arrangements The Company has procured reasonable insurance cover for major risks facing its premises at 4-6 Victoria Avenue and 17C Gordon Town Road, Papine taking into account the capacity of the insurance market for certain commercial risks is limited while the price of insuring certain others may be uneconomic. Currently the Company has coverage for Public Liability, Employer s Liability, Equipment All Risks, Commercial All Risks, Consequential Loss, Fire and Allied Perils, Money, Goods In Transit, and Group Personal Accident which is valid until August 1 st In addition the Company has obtained keyman insurance on the life of Managing Director Dhiru Tanna in respect of which the maximum benefit payable is US$ 1 million. Confirmation of the insurance arrangements referred to in this section (together with certain other documents) will be available for inspection as described in Section 15.

22 Section 8 Directors and Senior Officers and their Interests 8.1 Biographical details of the Directors and Senior Managers of the Company Brief biographical details of the Directors and Senior Managers of the Company appear below. All of the Directors may be contacted at the registered office of the Company, 4 Victoria Avenue, Kingston Central Sorting Office, Kingston telephone (876) or fax (876) Dhiru Tanna (appointed 22 nd April 1998) Managing Director Dhiru Tanna is the Chief Executive of the Company. He is a graduate of the University of London (B.Sc. (Econ.)(Hons.) and of the University of California, Berkeley (M.A. (Econ.) and Ph.D. (Econ.)). Mr. Tanna came to Jamaica from Uganda in 1973, where his family operated, amongst other enterprises, Nakasero Soap Works Limited. Mr. Tanna has in the past served as the Chairman and CEO of Neal & Massy Group Jamaica Limited, and as a director of Neal & Massy Holdings Limited of Trinidad, and as the Chairman of Brinks Jamaica Limited, Guardsman Limited, Jamaica Bauxite Mining Limited, and as a director of many other private companies across the region. Currently, he is the Deputy Chairman of Jamaica National Building Society, the Chairman of JN Fund Managers Limited, and a member of the Board of the Development Bank of Jamaica and of the Company and its subsidiaries. Antony Hart C.D. (appointed 22 nd April 1998) Non Executive Director Mr. Hart is a prominent local businessman. He is a graduate of Munro College and the recipient of an honorary doctorate from the University of Technology. In recognition of his distinguished service to the country and its businesses Mr. Hart was also awarded the honorary status of Commander of Distinction (C.D.) by the Government of Jamaica. Mr. Hart founded Records Limited, the first record manufacturing company in Jamaica in He is the past Chairman of Air Jamaica Limited ( ) and the past Chairman and Managing Director of the Montego Freeport ( ). Mr. Hart is also a past director of the Jamaica Industrial Development Corporation, the Bank of Nova Scotia Jamaica Limited, and others. Currently, he serves as the Chairman of Caymanas Track Limited, and as a director of the Coconut Industry Board, Montego Port Limited, Seprod Limited, Hart Investments Limited, and the Company. Mr. Hart will serve as the Chairman of the Remuneration Committee of the Company that is required to be constituted by the Rules of the Junior Market for the purposes of its good corporate governance. Peter Millingen (appointed 22 nd April 1998) Non Executive Director Mr. Millingen is an attorney-at-law. He was admitted to the Bar of England and Wales (Middle Temple) in 1971 and to the Jamaica Bar Association that same year. He is a former partner of Clinton Hart & Co ( ) and a partner of the firm that bears his name, McDonald Millingen since Mr. Millingen serves as the Chairman of the Board of Clarendon Alumina Production Limited and a Commissioner of the Betting, Gaming and Lotteries Commission. He has in the past been a director of several private companies and he is also a former director of the National Housing Trust. Mr. Millingen will also serve as a member of the Audit Committee of the Company that is required to be constituted by the Rules of the Junior Market for the purposes of its good corporate governance.

23 Kenneth Benjamin C.D. (appointed 22 nd April 1998) Non Executive Director Mr. Benjamin is a prominent local businessman and a qualified accountant. He was educated in Bombay, India and the University of Technology, Jamaica. Mr. Benjamin is the founder of the Guardsman Group of companies, having established Guardsman Limited in 1977 and overseen its growth to include branches in Kingston, Montego Bay, May Pen, Mandeville and Negril with a workforce of over 6,000 persons associated companies including Guardsman Armoured Limited, an all-island armoured truck courier service, Guardsman Alarms Limited, Marksman Limited, and others. The core security operations of the group expanded to St Vincent and the Grenadines, St. Lucia and Barbados in Under Mr. Benjamin s oversight the group diversified its operations with the establishment of Guardsman Communications Limited in 1989, Guardsman Group Medical Services in 1996, and Gymkhana Kingston and Montego Bay in 2003 and 2007 respectively. Mr. Benjamin has received numerous awards and accolades in recognition of his business leadership and charitable activities, notably the Commander of Distinction award of the Government of Jamaica (2006) and the Pravasi Bhartiya Diwas Samman Award of the President of India (2007). He is the Chairman of the Jamaica Society for the Prevention of Cruelty to Animals. Mr. Benjamin is also involved with other charitable endeavours, and he is also a director of numerous companies. Mr. Benjamin will serve as a member of the Remuneration Committee of the Board that is required to be constituted by the Rules of the Junior Market for the purposes of its good corporate governance. Jeffrey Hall (appointed 15 th March 2010) Mentor and Non Executive Director Mr. Hall joined the Board of the Company recently, and he also serves as its Mentor for the purposes of the Rules of the Junior Market. Mr. Hall is a graduate of the Harvard Law School (J.D.) and also, Harvard and Washington Universities (M.A. and B.A (Econ) respectively). He is also admitted to the New York Bar Association. Mr. Hall is currently the Chief Executive Officer of the Jamaica Producers Group Limited and he serves as a director of the Bank of Nova Scotia as well as the Company. Mr. Hall is a past director of the Bank of Jamaica, the Jamaica Stock Exchange, and JAMPRO and a number of private companies. As the Mentor to the Company Mr. Hall will advise the Board on the implementation of adequate procedures, systems and controls for financial reporting and timely disclosure of information, compliance with the Rules of the Junior Market generally, and corporate governance including the constitution of the Audit and Remuneration Committees. Mr. Hall will also serve as the Chairman of the Audit Committee of the Board of the Company which is required to be constituted by the Rules of the Junior Market for the purposes of good corporate governance. Major Noel Dawes (joined November 1999) Manager Major Noel Dawes (retired) is the General Manager of the Lumber Depot division of the Company. He has been a member of the Company s executive team since the company commenced operations at the Papine location in November Prior to joining the Company Major Dawes served as a commissioned officer in the Jamaica Defence Force for over 10 years. In that capacity he trained at various military institutions in Canada, the United States, and the United Kingdom. Besides his military qualifications Major Dawes holds a Diploma in Management from the Jamaica Institute of Management. Veronica Lowe (joined on incorporation) Office Manager Ms. Lowe has been with the Company since 1998, the year in which it was incorporated, joining from the National Investment Bank of Jamaica where she held the post of Office Administrator. Ms. Lowe is a graduate of St. Hilda

24 High School and Duff s Business College. She has successfully undertaken a personal management course and her objective is to provide clients of the Company with quality customer service that will enhance its success. Lisa Kong (joined August 2001) Financial Controller and Company Secretary Ms. Kong has been the Financial Controller of the Company since joining it in Ms. Kong has worked in accountancy roles in several local companies including Delta Supply Company Limited, Automotive Power Limited, Silver Sands Estate, and Neal and Massy Jamaica Limited (amongst others). She is also the Secretary of the Company and its subsidiaries Blue Power Limited and Cotrade Limited. 8.2 Directors and Senior Managers Interests in Ordinary Shares The Directors and Senior Managers interests in the Ordinary Shares of the Company (including legal and beneficial holdings) as at Monday 15 th March 2010, being the latest practicable date prior to the publication of the Prospectus and prior to the conversion of any loans made by the relevant shareholders into Reserved Shares as described in section 7.5, are set out below. Name of Director / Senior Manager Number of Shares Approximate % of issued share capital prior to Invitation Antony Hart C.D. / Appleton Hall Limited 2,520, % Mark Hart 2,490, % Jane Fray 2,490, % Kenneth Benjamin C.D. 2,520, % Major Noel Dawes 2,100, % Veronica Lowe 1,050, % Lisa Kong 750, % Save as set out above, no Director or Senior Manager receives Ordinary Shares, or options in respect of Ordinary Shares, in consideration of the services rendered by him or her to the Company.

25 Section 9 Management Discussion and Analysis The Company is involved in the manufacture and distribution of laundry soap bars and personal bath soap bars and the distribution of lumber and hardware and associated items. It operates 2 divisions for those purposes, namely the Blue Power division and the Lumber Depot division. At present the Lumber Depot division is the major contributor to the Company s robust performance. The Lumber Depot division has been profitable since its inception and, given current information and trends, the Board believes that it will continue to do so. The Board does not expect any exceptional growth in this business as there is no intention of expanding beyond the single outlet but the Board anticipates that the division will continue to keep up with inflation reasonably and to provide a steady source of income for the group. The directors of the Company further anticipate that the Blue Power division of the Company holds significant growth prospects. Originally, the intention of the Company was to make laundry soap on a small scale in the warehouse facility at 4 Victoria Avenue as the largest laundry soap market in the Caribbean is in Jamaica. Reconditioned machines with very small capacity were purchased and the manufacture of blue laundry soap commenced in The first two years were extremely difficult and substantial losses were incurred as a result of start-up costs. Changes to the formulation, familiarity with the process and significant efforts in the downtown market enabled the company to turn the corner. At the same time, support was received from distributors in the United States and the United Kingdom. More sophisticated machines with greater capacity were needed and were purchased. Between 2008 and 2009, the company made preparations for the introduction of higher-valued toilet soaps by acquiring additional machinery for processing, stamping and wrapping toilet soaps. In May 2009, Blue Power introduced a carbolic soap which has gained very quick acceptance in the local market and also, in the Company s target market in the US. The Company now has the capability to produce bathing soaps with cocoa butter, aloe vera, olive oil, etc. and to wrap them in very attractive packaging. These soaps, under certain circumstances, can be introduced in the market at extremely competitive prices. Growth prospects are very good as the bathing soap market in Jamaica is large, and served mostly by imports (non-caricom imports attract a customs duty of approximately 40% on arrival into Jamaica). With the Company s economically priced products, the Directors believe that the Company can make substantial inroads in the local soap market while exploring possibilities for export of toilet soaps to the rest of the Caribbean. The Company has also entered into an arrangement with LASCO Distributors Limited to produce 5 varieties of bath soaps under the LASCO brand name. All of the preparatory work in terms of designs of labels, production of samples, etc has already been completed and the soaps should enter the market in the near future.

26 Section 10 Financial Highlights Sales of the group have grown from $375.2 million in the year ended April 2005 to $647.8 million in the year ended April 2009 (an increase of 72% over four years or an average increase of just over 18% per annum). Profits before tax increased from just over $10.1 million to $22.6 million during the same period (120% over four years or an average of 30% per annum). The time series does not identify the unusual years for both companies. For Blue Power, the years 2007/2008 were characterized by very high raw material prices which could not be passed on to the consumers because of heavy competition while for Lumber Depot, the same period saw cement shortages and reductions in demand for construction materials. As a result, profits for 2007 and 2008 were relatively low. For the group, 2009 saw a rebound with commodity prices stabilizing and demand for construction materials achieving pre levels. The trend has continued for the first six months of 2009 where the unaudited results of the group show profit before tax of $22.3 million for the six-month period ended 31st October Blue Power introduced Blue Power Carbolic soap in 2009 which has helped considerably in improving margins as well as export sales, with export sales constituting almost 30% of total sales to October Total assets of the company as at 30 th April 2009 stood at over $158 million with the valuation of the Group-owned property at Papine being carried in the books at historical cost. In the event of the group going forward with a listing on the Junior Stock exchange after completing an offer to sell shares, the existing shareholders and directors have agreed to convert all their advances and loans to the group into equity by purchasing shares at the same price as would be offered to the public. Set out below are a number of tables illustrating the Company s growth over the period covered by the historical financial information. Prospective investors should note that all financial information presented is based on the consolidated financial information for the Company (formerly Lumber Depot Limited) prior to its amalgamation with the business of Blue Power Limited. Such financial information consolidates Blue Power Limited as well as the Company s non trading subsidiaries Papine Properties Limited and Cotrade Limited, each of which act as holding companies for the group s interests in property. Year ending 30 April 2005 Year ending 30 April months to 31 October Oct 2009 Turnover $375,222,088 $647,744,268 $317,105,535 Gross Profit $40,653,669 $94,395,043 $55,563,724 Profit Before Tax $10,106,428 $22,255,424 $22,252,697 Profit After Tax $7,392,424 $14,783,718 $14,835,131 Equity $8,691,964 $41,153,338 $55,988,469

27 The financial ratios applicable to the Company s growth since 2006 are summarized in the table below for convenience. Ratio Analysis Liquidity Ratios Current Ratio Working Capital 68,360,682 65,276,106 70,292,474 92,285,430 Changes in W orking Capital 3,649,140-3,084,576 5,016,368 21,992,956 Leverage & Coverage Debt to Assets Debt to Equity Profitability Net Profit Margin 2.80% 0.02% 0.45% 2.28% Return on Equity 54.48% 0.48% 10.46% 35.92% Return on Total Assets 7.58% 0.05% 0.94% 5.96% Earnings per share 10, , , Activity Ratios Receivables Turnover Days of Sales O/S Inventory Turnover Days of Inventory on Hand Payables Turnover Number of Days of Payables Fixed Asset Turnover The chart below illustrates the growth in the Company s current ratio, which measures the current assets against current liabilities. The current ratio is now 2.40 compared to 1.88 in 2008, and it has averaged 2.60 in prior years. In addition, the working capital of the company has increased steadily over the 4 year period from $ million in 2006 to $ million in Current Ratio times year The chart below illustrates the growth in the Company s return on equity, which increased from 0.48% in 2007 to 36% as at the end of the financial year 2009 and despite shareholders equity doubling over the period as a result of growth in share capital and retained earnings.

28 Return on Equity 60.00% 50.00% percentage 40.00% 30.00% 20.00% 10.00% 0.00% year The charts below illustrate the growth in the Company s inventory turnover which measures the cost of goods sold as a multiple of average inventory. The relevant ratio is now 6.53 which, when compared to the ratio of approximately 5 between the years illustrates increasing sales that outpace increasing inventories Days of Inventory in Hand days year Days of Sales Outstanding Days year

29 Inventory Turnover times year The chart below illustrates receivables turnover which measures sales as a multiple of receivables now averages just over 17 times, from a high of 27 times in 2007 as growth in sales has also outpaced growth in receivables over the last 4 years Receivables Turnover times year

30 Section 11 Auditors Report and Historical Financial Data

31 Historical Financial Data Prospective investors should note that all financial information presented is based on the consolidated financial information for the Company (formerly Lumber Depot Limited) prior to its amalgamation with the business of Blue Power Limited. Such financial information consolidates Blue Power Limited as well as the Company s non trading subsidiaries Papine Properties Limited and Cotrade Limited, each of which act as holding companies for the group s interests in property. HISTORICAL FINANCIAL INFORMATION: CONSOLIDATED BALANCE SHEETS NON-CURRENT ASSETS $ $ $ $ $ PLANT, MACHINERY and EQUIPMENT 43,060,563 43,042,932 42,979,660 25,304,729 25,796,387 DEFERRED INCOME TAX ASSETS 1,142, , , , ,868 DEFERRED EXPENSES 127, , , , ,045 CURRENT ASSETS Inventories 84,700,336 95,563,921 73,871,762 63,594,002 63,882,353 Receivables 36,744,952 28,764,020 15,208,334 19,785,752 14,453,665 Taxation recoverable - 3,631,080 2,190, ,749 84,640 Cash and cash equivalents 36,805,601 22,458,720 14,894,847 17,740,666 18,519, ,250, ,417, ,165, ,368,169 96,939,930 CURRENT LIABILITIES Payables 49,751,023 60,994,617 25,864,451 20,591,836 20,749,886 Director's current account - 2,035, ,912 66, ,293 Current portion of long-term liabilities 5,333,333 16,742,458 14,708,766 8,013,305 9,376,208 Bank overdraft 5,885, Taxation 4,498, ,804-4,336,146 1,908,001 65,469,052 80,125,267 40,889,129 33,007,487 32,228,388 NET CURRENT ASSETS 92,781,837 70,292,474 65,276,106 68,360,682 64,711,542 EQUITY Shareholders' Equity 137,112, ,019, ,546,848 94,332,028 91,413,842 Share capital 5,853, , , , ,395 Retained earnings 35,299,943 20,516,225 18,274,898 18,183,205 7,778,569 41,153,338 21,429,620 19,188,293 19,096,600 8,691,964 NON-CURRENT LIABILITIES Shareholders' advances 25,145,610 25,145,610 25,145,610 25,145,610 25,145,610 Related parties advances 11,985,543 12,288,031 9,442,774 9,822,618 18,214,815 Director's loan 23,955,884 23,090,000 23,090,000 14,000,000 14,702,413 Long-term liabilities 34,872,271 32,066,668 31,680,171 26,267,200 24,659,040 95,959,308 92,590,309 89,358,555 75,235,428 82,721,878 TOTAL LIABILITIES and SHAREHOLDERS' EQUITY 137,112, ,019, ,546,848 94,332,028 91,413,842

32 Historical Financial Data Prospective investors should note that all financial information presented is based on the consolidated financial information for the Company (formerly Lumber Depot Limited) prior to its amalgamation with the business of Blue Power Limited. Such financial information consolidates Blue Power Limited as well as the Company s non trading subsidiaries Papine Properties Limited and Cotrade Limited, each of which act as holding companies for the group s interests in property. BLUE POWER GROUP LIMITED (FORMERLY LUMBER DEPOT LIMITED) HISTORICAL FINANCIAL INFORMATION: CONSOLIDATED INCOME STATEMENTS Year ended Year ended Year ended Year ended Year ended April 30, April 30, April 30, April 30, April 30, $ $ $ $ $ TURNOVER 647,744, ,262, ,448, ,524, ,222,088 COST OF SALES (553,349,225) 435,397,078 (364,605,852) (317,755,930) (334,568,419) GROSS PROFIT 94,395,043 57,865,151 45,842,408 53,768,866 40,653,669 ADMINISTRATIVE AND MARKETING EXPENSES (58,330,332) 48,849,518 (39,772,993) (32,478,439) (26,682,071) PROFIT FROM OPERATIONS 36,064,711 9,015,633 6,069,415 21,290,427 13,971,598 OTHER INCOME - Interest income 1,040, , ,802 1,296, ,497 Rental income 1,210,150 1,204, , , ,258 Other income 71,069 71,723 49,874 5,925 2,125 Realised exchange gains 279, , , , ,929 2,601,787 2,760,991 1,782,962 2,826,406 1,470,809 38,666,498 11,776,624 7,852,377 24,116,833 15,442,407 FINANCIAL EXPENSES (16,411,074) (8,203,043) (7,381,343) (8,249,203) (5,335,980) NET PROFIT - before taxation 22,255,424 3,573, ,034 15,867,630 10,106,427 TAXATION (7,471,706) (1,332,254) (379,342) (5,462,994) (2,714,004) NET PROFIT - after taxation 14,783,718 2,241,327 91,692 10,404,636 7,392,423 ATTRIBUTABLE TO STOCKHOLDERS: Ordinary shares 13,224,668 2,241,327 91,692 10,404,636 7,392,423 Preference shares 1,559, Earnings per stock unit for profit attributable to stockholders of the company during the year - 14,783,718 2,241,327 91,692 10,404,636 7,392,423 Ordinary shares $ 13, $ 2, $ $ 10, $ 7, Preference shares $ 11,

33 Historical Financial Data Prospective investors should note that all financial information presented is based on the consolidated financial information for the Company (formerly Lumber Depot Limited) prior to its amalgamation with the business of Blue Power Limited. Such financial information consolidates Blue Power Limited as well as the Company s non trading subsidiaries Papine Properties Limited and Cotrade Limited, each of which act as holding companies for the group s interests in property.

34 LUMBER DEPOT LIMITED CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED APRIL 30, 2009

35

36 ( ) ( )

37

38 Page 4 LUMBER DEPOT LIMITED GROUP STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY YEAR ENDED APRIL 30, 2009 Share Capital Number Ordinary Preference Retained of Shares Shares Shares Earnings Total $ $ $ Balance as at May 1, , ,395 18,274,898 19,188,293 Net profit 2,241,327 2,241,327 Balance at April 30, 2008 (see note '' ) 1, ,395 20,516,225 21,429,620 Issue of shares (see note ''(b* ) 130 4,940,000 4,940,000 Net profit 14,783,718 14,783,718 Balance at April 30, 2009!!" #$$!!%&'$!(( ) 1, ,395 4,940,000 35,299,943 41,153,338

39 Page 5 LUMBER DEPOT LIMITED GROUP STATEMENT OF CASH FLOWS YEAR ENDED APRIL 30, 2009 CASH FLOWS WERE PROVIDED BY/ (USED IN): $ $ Operating Activities Net profit 14,783,718 2,241,327 Items not affecting cash resources : Deferred tax (565,723) (393,440) Depreciation 4,123,366 3,884,663 Changes in non cash working capital components: 18,341,361 5,732,550 Inventories 10,863,585 (21,692,159) Receivables Payables (7,980,914) (13,555,686) (11,243,594) 35,130,166 Director's current account (2,035,388) 1,719,476 Taxation 7,777,203 (1,087,984) Cash provided by operating activities 15,722,253 6,246,363 FINANCING ACTIVITIES Issue of redeemable preference shares 4,940,000 Short term loan received 11,005,603 7,020,188 Long term loan repaid (19,609,125) (4,600,000) Directors' loan 865,884 Related parties advances (302,506) 2,845,257 Cash (used in)/provided by financing activities (3,100,144) 5,265,445 INVESTMENT ACTIVITIES Purchase of property, plant and equipment (4,140,997) (3,947,935) Deferred expenses (20,000) Cash used in investment activities (4,160,997) (3,947,935) INCREASE IN NET CASH BALANCES 8,461,112 7,563,873 NET CASH BALANCES Beginning of year 22,458,720 14,894,847 NET CASH BALANCES End of year 30,919,832 22,458,720 REPRESENTED BY: Cash and cash equivalents 36,805,601 22,458,720 Bank overdraft (5,885,769) 30,919,832 22,458,720

40 Page 6 LUMBER DEPOT LIMITED PROFIT AND LOSS STATEMENT YEAR ENDED APRIL 30, 2009 Note $ $ TURNOVER 4 549,611, ,417,756 COST OF SALES 474,161, ,389,292 GROSS PROFIT 75,449,548 51,028,464 ADMINISTRATIVE AND MARKETING EXPENSES 46,330,126 40,337,959 PROFIT FROM OPERATIONS 5 29,119,422 10,690,505 OTHER INCOME Interest income 561, ,364 Rental income 1,210,150 1,204,330 Foreign exchange gain 17, ,082 Other income 71,069 71,723 1,860,347 2,187,499 FINANCIAL EXPENSES 6 (14,292,397) (9,748,879) NET PROFIT before taxation 16,687,372 3,129,125 TAXATION 7 (5,615,689) (1,184,102) NET PROFIT after taxation 11,071,683 1,945,023 ATTRIBUTABLE TO STOCKHOLDERS: Ordinary shares 9,797,950 1,945,023 Preference shares 1,273,733 11,071,683 1,945,023

41

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45 P"#$ 11!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! $.S,S HB P&%P.&.+,O/ and S,4/,2,-./+.--O"/+,/4 PO!,-,%S NDHnEin;>dO NaO SEaE><>nE HB DH<JKianD> NDHnEin;>dO />^ SEanda?dI8,nE>?J?>EaEiHnI and a<>nd<>nei EH >_iieinl IEanda?dI8 a?> nhe [>E >BB>DEiZ>: C$<,"?) )$M +,")J"<J+0 "G$)JG$),+ ")J?),$<;<$,",?=)+,= $K?+,?)# +,")J"<J+ C"O$ b$$)?++b$j "<$ )=,.$, $>>$*,?O$ ")J,C$ G")"#$G$), C"+ )=, =;,$J >=< $"<(. "J=;,?=). TC$ G<=B; C"+ "++$++$J,C$ <$($O")*$ => "(( +B*C )$M +,")J"<J+0?),$<;<$,",?=)+ ")J "G$)JG$),+0 M?,C <$+;$*,,=?,+ =;$<",?=)+ ")J C"+ J$,$<G?)$J,C",,C$ >=((=M?)# G". b$ <$($O"),H- />^ SEanda?dI8,nE>?J?>EaEiHnI and a<>nd<>nei EH >_iieinl IEanda?dI8 a?> nhe [>E >BB>DEiZ>:,.S 23 - B=<<=M?)# *=+,+ <$G=O$+,C$ =;,?=) =>?GG$J?",$(. <$*=#)?+?)# "(( b=<<=m?)# *=+,+ "+ ") $K;$)+$0 ")J <$WB?<$+ ") $),?,.,= *";?,"(?+$ b=<<=m?)# *=+,+ J?<$*,(. ",,<?bb,"b($,=,c$ "*WB?+?,?=)0 *=)+,<B*,?=) =< ;<=JB*,?=) => " WB"(?>.?)# "++$, "+ ";"<, =>,C$ *=+, =>,C$ "++$,. IAS 23 M?(( b$*=g$ G")J",=<. >=<,C$ G<=B;U >?)")*?"( +,",$G$),+ ")J?+ )=, $K;$*,$J,= C"O$ ").?G;"*, =),C$ >?)")*?"( +,",$G$),+..<>nd<>nE EH,.S 32 - F?)")*?"(?)+,<BG$),+H P<$+$),",?=) ")J IAS 10 P<$+$),",?=) => F?)")*?"( S,",$G$),+?+ $>>$*,?O$ >=<,C$ "))B"( ;$<?=J+ b$#?))?)# =) =< ">,$< X")B"< TC$ "G$)JG$),+ "((=M *$<,"?)?)+,<BG$),+,C", M=B(J )=<G"((. b$ *("++?>?$J "+ (?"b?(?,?$+,= b$ *("++?>?$J "+ $WB?,.?> *$<,"?) *=)J?,?=)+ "<$ G$,. WC$<$ +B*C?)+,<BG$),+ "<$ *("++?>?$J0,C$ $),?,.?+ <$WB?<$J,= J?+*(=+$,C$ "G=B),0,C$,?G?)# ")J,C$ <$"+=) >=<,C$ *("++?>?*",?=). TC$ <$O?+?=)+ "<$ )=, $K;$*,$J,= C"O$ "). +?#)?>?*"),?G;"*, =),C$ G<=B;U+ >?)")*?"( +,",$G$),+.,.S 1 N&>ZiI>dO P<$+$),",?=) => F?)")*?"( S,",$G$),+0 <$WB?<$+,C$ ;<$+$),",?=) => " +,",$G$), => *C")#$+?) +C"<$C=(J$<+U $WB?,.. M")"#$G$),?+ *B<<$),(. "++$++?)#,C$?G;"*, => "). +B*C *C")#$+. TC?+ +,")J"<J b$*=g$+ $>>$*,?O$ >=<,C$ "))B"( ;$<?=J+ b$#?))?)# =) =< ">,$< 1+, X")B"< />^ SEanda?dI8,nE>?J?>EaEiHnI and a<>nd<>nei EH >_iieinl IEanda?dI8 E@aE a?> nhe [>E >BB>DEiZ> and a?> nhe?>k>zane EH E@> 4?H;J]I HJ>?aEiHnI. TC$ G<=B; C"+ *=)*(BJ$J,C",,C$ >=((=M?)# "G$)JG$),+ ")J?),$<;<$,",?=)+ MC?*C "<$ ;Bb(?+C$J ")J )=,.$, $>>$*,?O$ "<$ )=, <$($O"),,=?,+ =;$<",?=)+H,.S 32 and,.s 1 - AG$)JG$),+,= F?)")*?"( S,",$G$),+H P<$+$),",?=) ")J IAS 1 P<$+$),",?=) => F?)")*?"( S,",$G$),+H PB,,"b($ F?)")*?"( I)+,<BG$),+ ")J Ob(?#",?=)+ A<?+?)# ><=G L?WB?J",?=) (E>>$*,?O$ >=< "**=B),?)# ;$<?=J+ b$#?))?)# =) =< ">,$< 1+, X")B"<. 2224).,2&S 2 - AG$)JG$),,= IFRS 2 SC"<$-b"+$J P".G$),H Z$+,?)# *=)J?,?=)+ ")J *")*$((",?=)+. (E>>$*,?O$ >=< "**=B),?)# ;$<?=J+ b$#?))?)# =) =< ">,$< 1+, X")B"<. 2224).,2&S T - O;$<",?)# S$#G$),+H D?+*(=+B<$ "b=b, +$#G$),+ => ") $),$<;<?+$ ")J <$(",$J?)>=<G",?=). (E>>$*,?O$ >=< "**=B),?)# ;$<?=J+ b$#?))?)# =) =< ">,$< 1+, X")B"<. 2224). NbO &>Z>n;> R$O$)B$ *=G;<?+$+,C$ >"?< O"(B$ =>,C$ *=)+?J$<",?=) <$*$?O$J =< <$*$?O"b($ >=<,C$ +"($ => #==J+?),C$ =<J?)"<. *=B<+$ =>,C$ G<=B;U+ "*,?O?,?$+. N= +"($?+ <$*=<J$J?>,C$<$ "<$ +?#)?>?*"), B)*$<,"?),?$+ <$#"<J?)# <$*=O$<. =>,C$ *=)+?J$<",?=) JB$,= "++=*?",$J *=+,+ =< ;=++?b($ <$,B<) => #==J+. I),$<$+,?)*=G$?+ <$*=#)?+$J "+?, "**<B$+0 B)($++ *=(($*,?b?(?,.?+?) J=Bb,.

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47 P"#$ 13!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! S,4/,2,-./+.--O"/+,/4 PO!,-,%S NDHnEin;>dO NiO $H??H^inLI B")N ")J =,C$< (=")+ "<$ <$*=<J$J ", ;<=*$$J+ <$*$?O$J. F?)")*$ *C"<#$+0?)*(BJ?)# J?<$*,?++B$ *=+,+ "<$ "**=B),$J >=< =) ") "**<B"( b"+?+?),c$ ;<=>?, ")J (=++ "**=B), ")J "<$ "JJ$J,=,C$ *"<<.?)# "G=B), =>,C$ (="),=,C$ $K,$),,C",,C$. "<$ )=, +$,,($J?),C$ ;$<?=J?) MC?*C,C$. "<?+$. NbO NcO %<JKH[>> b>n>biei A))B"( ($"O$ $),?,($G$),+ EG;(=.$$ $),?,($G$),+,= "))B"( ($"O$ "<$ <$*=#)?+$J MC$),C$. "**<B$,= $G;(=.$$+. A,.$"<- $)J,C$ G<=B; C"J )= (?"b?(?,. >=< "))B"( ($"O$ "+ " <$+B(, => +$<O?*$+ <$)J$<$J b. $G;(=.$$+. +a_aeihn T"K",?=) $K;$)+$?),C$ ;<=>?, ")J (=++ "**=B), *=G;<?+$+ b=,c *B<<$), ")J J$>$<<$J,"K. CB<<$), ")J J$>$<<$J,"K$+ "<$ <$*=#)?+$J "+?)*=G$,"K $K;$)+$ =< b$)$>?,?),c$ ;<=>?, ")J (=++ "**=B), $K*$;,0,=,C$ $K,$),,C",,C$,"K "<?+$+ ><=G ",<")+"*,?=) =< $O$), MC?*C?+ <$*=#)?+$J0?),C$ +"G$ =< " J?>>$<$), ;$<?=J0 J?<$*,(.?) $WB?,.. A J$>$<<$J,"K *C"<#$?+ ;<=O?J$J0 B+?)#,C$ (?"b?(?,. G$,C=J0 =) "((,$G;=<"<. J?>>$<$)*$+ b$,m$$),c$,"k b"+$+ => "++$,+ ")J (?"b?(?,?$+ ")J,C$?< *"<<.?)# "G=B),+ >=<,C$ >?)")*?"( <$;=<,?)# ;B<;=+$+. TC$,"K <",$+ B+$J?),C$+$ >?)")*?"( +,",$G$),+ "<$,C=+$ $)"*,$J ", b"(")*$ +C$$, J",$. D$>$<<$J,"K *C"<#$+ "<$ <$*=#)?+$J >=<,$G;=<"<. J?>>$<$)*$+ b$,m$$),c$ *"<<.?)# "G=B),+ => "++$,+ ")J (?"b?(?,?$+ ")J,C$ "G=B),+ "+ G$"+B<$J >=<,"K ;B<;=+$+0 MC?*C M?(( <$+B(,?),"K"b($ "G=B),+?) >B,B<$ ;$<?=J+. TC$ *"<<.?)# "G=B),+ => J$>$<<$J,"K?+ <$O?$M ", $"*C b"(")*$ +C$$, J",$ ")J <$JB*$J,=,C$ $K,$),,C",?,?+ )= (=)#$< ;<=b"b($,c", +B>>?*?$), >B,B<$,"K"b($ ;<=>?,+ M?(( b$ "O"?("b($,= "((=M "(( =< ;"<, =>,C$ J$>$<<$J,"K,= b$ B,?(?+$J. NKO 2inanDiaK,nIE?;<>nEI F?)")*?"( I)+,<BG$),+ *"<<?$J =),C$ b"(")*$ +C$$,?)*(BJ$ *"+C0?)O$+,G$),+ b")n b"(")*$+0 <$*$?O"b($+0 ;"."b($+ ")J (=")+. TC$ ;"<,?*B("< <$*=#)?,?=) G$,C=J+ "<$ J?+*(=+$J?),C$?)J?O?JB"( ;=(?*. +,",$G$),+ "++=*?",$J M?,C $"*C =>,C$G. N<O -HnIHKidaEiHn S;bIidia?i>I SBb+?J?"<?$+ "<$ "(( $),?,?$+ =O$< MC?*C,C$ G<=B; C"+,C$ ;=M$<,= #=O$<),C$ >?)")*?"( ")J =;$<",?)# ;=(?*?$+0 #$)$<"((. "**=G;").?)# " +C"<$C=(J?)# => G=<$,C") =)$ C"(>,C$ O=,?)# <?#C,+. TC$ $K?+,$)*$ ")J $>>$*, => ;=,$),?"( O=,?)# <?#C,+,C", "<$ *B<<$),(. $K$<*?+"b($ =< *=)O$<,?b($ "<$ *=)+?J$<$J MC$) "++$++?)# MC$,C$<,C$ G<=B; *=),<=(+ ")=,C$< $),?,.. SBb+?J?"<?$+ "<$ >B((. *=)+=(?J",$J ><=G,C$ J",$ =) MC?*C *=),<=(?+,<")+>$<<$J,=,C$ G<=B;. TC$. "<$ J$-*=)+=(?J",$J ><=G,C$ J",$,C", *=),<=( *$"+$+. TC$ ;B<*C"+$ G$,C=J => "**=B),?)#?+ B+$J,= "**=B), >=<,C$ "*WB?+?,?=) => +Bb+?J?"<?$+ b.,c$ G<=B;. TC$ *=+, => ") "*WB?+?,?=)?+ G$"+B<$J "+,C$ >"?< O"(B$ =>,C$ "++$,+ #?O$)0 $WB?,.?)+,<BG$),+?++B$J ")J (?"b?(?,?$+?)*b<<$j =< "++BG$J ",,C$ J",$ => $K*C")#$0 ;(B+ *=+,+ J?<$*,(. ",,<?bb,"b($,=,c$ "*WB?+?,?=). IJ$),?>?"b($ "++$,+ "*WB?<$J ")J (?"b?(?,?$+ ")J *=),?)#$), (?"b?(?,?$+ "++BG$J?) " bb+?)$++ *=Gb?)",?=) "<$ G$"+B<$J?)?,?"((. ", >"?< O"(B$+ ",,C$ "*WB?+?,?=) J",$0?<<$+;$*,?O$ =>,C$ $K,$), => "). G?)=<?,.?),$<$+,. TC$ $K*$++ => *=+, => "*WB?+?,?=) =O$<,C$ >"?< O"(B$ =>,C$ G<=B;U+ +C"<$ =>,C$?J$),?>?"b($ )$, "++$,+ "*WB?<$J?+ <$*=<J$J "+ #==JM?((. I>,C$ *=+, => "*WB?+?,?=)?+ ($++,C"),C$ >"?< O"(B$ =>,C$ )$, "++$,+ =>,C$ +Bb+?J?"<. "*WB?<$J. TC$ J?>>$<$)*$?+ <$*=#)?+$J J?<$*,(.?),C$?)*=G$ +,",$G$),.

48 P"#$ 19!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! S,4/,2,-./+.--O"/+,/4 PO!,-,%S NDHnEin;>dO N<O -HnIHKidaEiHn NDHnEin;>dO S;bIidia?i>I I),$<-*=G;").,<")+"*,?=)+0 b"(")*$+ ")J B)<$"(?+$J #"?)+ =),<")+"*,?=)+ b$,m$$) #<=B; *=G;")?$+ "<$ $(?G?)",$J. U)<$"(?+$J (=++$+ "<$ "(+= $(?G?)",$J B)($++,C$,<")+"*,?=) ;<=O?J$+ $O?J$)*$ =>?G;"?<G$), =>,C$ "++$,,<")+>$<<$J. A**=B),?)# ;=(?*?$+ => +Bb+?J?"<?$+ C"O$ b$$) *C")#$J MC$<$ )$*$++"<.,= $)+B<$ *=)+?+,$)*. M?,C,C$ ;=(?*. "J=;,$J b.,c$ G<=B;. TC$ +Bb+?J?"<?$+,C", "<$?)*(BJ$J "<$ >B((. =M)$JH (?) B(B$ P=M$< L?G?,$J?+?)*=<;=<",$J ")J J=G?*?($J?) X"G"?*". TC$ *=G;"). G")B>"*,B<$+ ")J J?+,<?bB,$+ +=";+ b=,c (=*"((. ")J =O$<+$"+. (??) P";?)$ P<=;$<,?$+ L?G?,$J0 MC?*C?+?)*=<;=<",$J ")J J=G?*?($J?),C$ B<?,?+C Z?<#?) I+(")J+ ")J?+,C$ C=(J?)# *=G;"). => C=,<"J$ L?G?,$J0 " *=G;"). J=G?*?($J?) X"G"?*" (see note 11 ). A, b"(")*$ +C$$, J",$0 )$?,C$< *=G;"). C"J *=GG$)*$J,<"J?)#. 3. 2,/./-,.!,/S+&"M%/+S TC$ G<=B;U+ "*,?O?,?$+ $K;=+$+?,,= " O"<?$,. => >?)")*?"( <?+N+H G"<N$, <?+N (?)*(BJ?)# *B<<$)*. <?+N0?),$<$+, <",$ <?+N ")J ;<?*$ <?+N)0 *<$J?, <?+N0 (?WB?J?,. <?+N ")J *"+C >(=M?),$<$+, <",$ <?+N. TC$ G<=B; +$$N+,= G")"#$,C$+$ b. *(=+$ G=)?,=<?)# => $"*C *("++ =>?,+ >?)")*?"(?)+,<BG$),+ "+ >=((=M+H NaO Ma?c>E?iIc (?) CB<<$)*. <?+N CB<<$)*. <?+N?+,C$ <?+N,C",,C$ O"(B$ => " >?)")*?"(?)+,<BG$), M?(( >(B*,B",$ JB$,= *C")#$+?) >=<$?#) $K*C")#$ <",$+. TC$ G<=B;?+ $K;=+$J,= *B<<$)*. <?+N JB$,= >(B*,B",?=)+?) $K*C")#$ <",$+ =),<")+"*,?=)+ ")J b"(")*$+,c", "<$ J$)=G?)",$J?) *B<<$)*?$+ =,C$<,C") X"G"?*") D=(("<. F=<$?#) $K*C")#$ <?+N "<?+$+ ><=G *=GG$<*?"(,<")+"*,?=)+ 0 ;<?G"<?(. M?,C <$+;$*,,= ;B<*C"+$+0 MC?*C "<$ J$)=G?)",$J?) U)?,$J S,",$+ J=(("<+. TC$ *=G;"). J=$+ )=, $"<) >=<$?#) *B<<$)*.,= *=B),$<,C$ $>>$*,+ =>,C$ >(B*,B",?=)?) $K*C")#$ <",$+. TC$ *=G;"). G")"#$+,C?+ <?+N b. ;B<*C"+?)# >=<$?#) *B<<$)*.?) "JO")*$ ")J G"?),"?)?)# >=<$?#) *B<<$)*. "**=B),+,= +",?+>.?,+ >=<$?#) *<$J?,=<+. TC$ b"(")*$ +C$$, ", A;<?( ?)*(BJ$+ >=<$?#) *B<<$)*. "++$,+ => USF (2228c USF540222)?) <$+;$*, => J$;=+?,+ ", b")n ")J USF (2228 c USF )?) <$+;$*, => >=<$?#) *B<<$)*. (?"b?(?,?$+ ",,C", J",$. TC$ $K*C")#$ <",$+ ";;(?*"b($ ", b"(")*$ +C$$, J",$ "<$ USF 1 c XF88.55?) <$+;$*, => >=<$?#) *B<<$)*. "++$,+ ")J USF 1 c XF84.21?) <$+;$*, => >=<$?#) *B<<$)*. (?"b?(?,?$+. F=<$?#) *B<<$)*. +$)+?,?O?,. DB$,C$ )",B<$ =>,C$ G<=B;U+ =;$<",?=)+ ")J,C$ O$<. +C=<,,$<G )",B<$ => b"(")*$+ J$)=G?)",$J?) *B<<$)*?$+ =,C$<,C"),C$ X"G"?*") J=(("<0,C$<$?+ )= G",$<?"(?G;"*, =)?,+ =;$<",?=)+ "+ " <$+B(, => *C")#$+?) >=<$?#) *B<<$)*. <",$+. (??) P?iD>?iIc P<?*$ <?+N?+,C$ <?+N,C",,C$ O"(B$ => " >?)")*?"(?)+,<BG$), M?(( >(B*,B",$ JB$,= *C")#$+?) G"<N$, ;<?*$+0 MC$,C$<,C=+$ *C")#$+ "<$ *"B+$J b. >"*,=<+ +;$*?>?*,=,C$?)J?O?JB"(?)+,<BG$), =<?,+?++B$< =< >"*,=<+ ">>$*,?)# "((?)+,<BG$),+,<"J$J =),C$ G"<N$,. TC$ G<=B;U+ >?)")*?"( "++$,+ "<$ )=, C?#C(. $K;=+$J,=,C?+ $($G$), => <?+N.

49 P"#$ ,/./-,.!,/S+&"M%/+S NDHnEin;>dO!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! NaO Ma?c>E?iIc NDHnEin;>dO (???),ne>?>ie?ae>?iic I),$<$+, <",$ <?+N?+,C$ <?+N,C",,C$ O"(B$ => " >?)")*?"(?)+,<BG$), M?(( >(B*,B",$ JB$,= *C")#$+?) G"<N$,?),$<$+, <",$+. TC$ G<=B;U+ *"+C ")J *"+C $WB?O"($),+ "<$ +Bb_$*,,=?),$<$+, <",$ <?+Nd C=M$O$<0?, G")"#$+,C?+ <?+N b. G"?),"?)?)# J$;=+?,+ ")J )$#=,?",?)#,C$ G=+, "JO"),"#$=B+?),$<$+, <",$+. I),$<$+, <",$+ =) *$<,"?) (=")+ "<$ >?K$J ")J "<$ )=, ">>$*,$J b. >(B*,B",?=)+?) G"<N$,?),$<$+, <",$+. TC$ b")n =O$<J<">, <",$?+ +Bb_$*,,= *C")#$ bb,,c$ G<=B;U+ ($O$( => $K;=+B<$?+ G?)?G"(. TC$ =O$<J<">, +C=M)?),C$ >?)")*?"( +,",$G$),+ <$+B(,$J ><=G B);<$+$),$J *C$WB$+. I),$<$+, <",$ +$)+?,?O?,. CC")#$+?)?),$<$+, <",$ M?(( C"O$ (?,,($ =< )= $>>$*, =),C$ ;<=>?, ")J (=++ "**=B), "+ "(( b=<<=m?)#+ M$<$ ", >?K$J <",$+. NbO -?>die?iic C<$J?, <?+N?+,C$ <?+N,C", =)$ ;"<,.,= " >?)")*?"(?)+,<BG$), M?(( >"?(,= J?+*C"<#$ ") =b(?#",?=) ")J *"B+$,C$ =,C$< ;"<,.,=?)*B< " >?)")*?"( (=++. C<$J?, $K;=+B<$+ "<?+$ ;<?)*?;"((. ><=G,C$ G<=B;U+ <$*$?O"b($+ ><=G *B+,=G$<+ ")J,= " ($++$< J$#<$$?)O$+,G$), "*,?O?,?$+ T<"J$ ")J =,C$< <$*$?O"b($+ TC$ G<=B;U+ $K;=+B<$,=,C?+ <?+N?+ G?)?G"(?),C", ";;<=K?G",$(. 32a =>?,+,<"J$ J$b,=<+ "<$ *B<<$),. M")"#$G$), C"+ $+,"b(?+c$j " *<$J?, ;=(?*. B)J$< MC?*C $"*C *B+,=G$<?+ ")"(.+$J >=< *<$J?,M=<,C?)$++ ;<?=<,= b$?)# =>>$<$J " *<$J?, >"*?(?,.. E"*C *B+,=G$<?+ #?O$) " G"K?GBG,?G$ "((=M$J >=< C"O?)# b"(")*$+ =B,+,")J?)# ")J ;<=*$JB<$+ "<$?) ;("*$,= <$+,<?*, *B+,=G$< =<J$<+?> =B,+,")J?)# J$b,+ "<$ )=, *($"<$J M?,C?),C$ *<$J?, ;$<?=J..LinL +?ad> and &>D>iZabK>I - +@> 4?H;J ;??>ne da[i OZ>? 90 da[i +HEaK dm dm dm dm T<"J$ <$*$?O"b($ D$;=+?,+0 ;<$;".G$),+ ")J =,C$< <$*$?O"b($ LinL +?ad> and OE@>? &>D>iZabK>I - +@> 4?H;J NJ?iH? [>a?o 200T 200T 200T 200T -;??>ne da[i OZ>? 90 da[i +HEaK dm dm dm dm T<"J$ <$*$?O"b($ D$;=+?,+0 ;<$;".G$),+ ")J =,C$< <$*$?O"b($

50 P"#$ ,/./-,.!,/S+&"M%/+S NDHnEin;>dO -H<Jan[!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! ;??>ne da[i OZ>? 90 da[i +HEaK dm dm dm dm T<"J$ <$*$?O"b($ D$;=+?,+0 ;<$;".G$),+ ")J =,C$< <$*$?O"b($ T<"J$ ")J =,C$< <$*$?O"b($+ (;<?=<.$"<) T 200T 200T 200T -;??>ne da[i OZ>? 90 da[i +HEaK dm dm dm dm T<"J$ <$*$?O"b($ D$;=+?,+0 ;<$;".G$),+ ")J =,C$< <$*$?O"b($ NDO!i`;idiE[?iIc L?WB?J?,. <?+N?+,C$ <?+N,C",,C$ #<=B; M?(( $)*=B),$< J?>>?*B(,.?) <"?+?)# >B)J+,= G$$,?,+ *=GG?,G$),+ "++=*?",$J M?,C >?)")*?"(?)+,<BG$),+. TC$ #<=B; G")"#$+?,+ (?WB?J?,. <?+N b. G"?),"?)?)# ") ";;<=;<?",$ ($O$( => <$+=B<*$+?) (?WB?J =< )$"< (?WB?J >=<G. I,+ >?)")*?"( (?"b?(?,. *=G;<?+$ (=)#-,$<G (=")+0 ;"."b($+ ")J "**<B"(+. TC$ #<=B;U+ >?)")*?"( (?"b?(?,?$+ ", 32,C A;<?( 2224 ")J 2228 *=G;<?+$ (=)#-,$<G (=")+0 ;"."b($+ ")J "**<B"(+ "+ +$, =B, b$(=mh 4?H;J 3 EH 12 1 EH 2 OZ>? 3 <HnE@I <HnE@I [>a?i 2 [>a?i +HEaK M M M M M A+ ", 32,C A;<?( 2224 P"."b($ B=<<=M?)#+ e ViE@in 3 EH 12 1 EH 2 OZ>? 3 <HnE@I <HnE@I [>a?i 2 [>a?i +HEaK M M M M M A+ ", 32,C A;<?( 2228 P"."b($ B=<<=M?)#

51 P"#$ 13!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! ,/./-,.!,/S+&"M%/+S NDHnEin;>dO NDO!i`;idiE[?iIc NDHnEin;>dO TC$ *=G;").U+ >?)")*?"( (?"b?(?,?$+ ", 32,C A;<?( 2224 ")J 2228 *=G;<?+$ (=)#-,$<G (=")+0 ;"."b($+ ")J "**<B"(+ "+ +$, =B, b$(=mh -H<Jan[ 3 EH 12 1 EH 2 OZ>? 3 <HnE@I <HnE@I [>a?i 2 [>a?i +HEaK M M M M M.I ae 30E@.J?iK 2009 P"."b($ B=<<=M?)#+ e ViE@in 3 EH 12 1 EH 2 OZ>? 3 <HnE@I <HnE@I [>a?i 2 [>a?i +HEaK M M M M M.I ae 30E@.J?iK 200T P"."b($ B=<<=M?)# eb=<<=m?)#+ B=<<=M?)#+ ")"(.+$J "b=o$ J= )=,?)*(BJ$ <$(",$J ;"<,. (=")+ ")J "JO")*$+ "+,C$ +C"<$C=(J$<+/ J?<$*,=<+ C"O$?)J?*",$J,C",,C$. M?(( )=, *"(( =),C$ *=G;").,= <$;".,C$+$ "G=B),+?),C$ )$"< >B,B<$. TC$?),$<$+, b$"<?)# (=")+ +,",$J?),C$ >?)")*?"( +,",$G$),+ "<$ J?+*(=+$J?) )=,$+ 14 ")J 21. A++$,+ "O"?("b($,= G$$, "((,C$ "b=o$ (?"b?(?,?$+ ")J,= *=O$< >?)")*?"( (?"b?(?,?$+ "<$ +Bb+,"),?"((. b")n b"(")*$+ ")J <$*$?O"b($+0 MC?*C "<$ *B<<$), ")J "<$ M$(( G")"#$J gs$$ )=,$ 3(b)h. O,C$<,C"),C$ >?)")*?"( (?"b?(?,?$+ WB"),?>?$J?),C$+$+ >?)")*?"( +,",$G$),+,C$<$ "<$ )= off balance sheet?,$g+0 *=),?)#$), (?"b?(?,?$+ =< *";?,"( *=GG?,G$),+. TC$ G<=B;U+ (?"b?(?,?$+ "<$ +Bb+,"),?"((. JB$,=?,+ +C"<$C=(J$<+ =< =,C$< <$(",$J ;"<,?$+ MC?*C +$<O$+,= <$JB*$,C$ $>>$*, => "). "JO$<+$ *"+C >(=M+. NdO -ai@ BKH^ ine>?>ie?ae>?iic C"+C >(=M?),$<$+, <",$ <?+N?+,C$ <?+N,C", >B,B<$ *"+C >(=M+ => " >?)")*?"(?)+,<BG$), M?(( >(B*,B",$ b$*"b+$ => *C")#$+?) G"<N$,?),$<$+, <",$+. I),$<$+, <",$+ >(B*,B",$ "**=<J?)#,=,C$ ;<$O"?(?)# ($O$(+ => G"<N$,?),$<$+, <",$+ ")J "+ +B*C G".?)*<$"+$ =< J$*<$"+$?),$<$+, G"<#?)?),C$ )$K, >?)")*?"(.$"<. N>O -ajieak <anal><>ne TC$ G<=B;U+ =b_$*,?o$+ MC$) G")"#?)# *";?,"( "<$,= +">$#B"<J,C$ $),?,.U+ "b?(?,.,= *=),?)B$ "+ " #=?)# *=)*$<) ")J,= G"?),"?) ") =;,?G"( *";?,"( +,<B*,B<$,= <$JB*$,C$ *=+, => *";?,"( "+ M$(( "+,= G$$,?,+ (?"b?(?,?$+ MC$),C$. >"(( JB$. TC$ G<=B;?+ )=, +Bb_$*,$J,= "). $K,$<)"((.?G;=+$J *";?,"( <$WB?<$G$), "&/OW%& TB<)=O$< *=G;<?+$+,C$ +"($ => +=";+0 *=)+,<B*,?=) ")J <$(",$J C"<JM"<$ +B;;(?$+ ")J?+ +,",$J )$, => G$)$<"( C=)+BG;,?=) T"K0 ")J ">,$< J$JB*,?)# J?+*=B),+ ")J "((=M")*$+.

52 P"#$ OP%&.+,/4 P&O2,+!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! TC$ >=((=M?)#?,$G+ C"O$ b$$) *C"<#$J?) "<<?O?)# ", =;$<",?)# ;<=>?,H 4?H;J -H<Jan[ M F M F D$;<$*?",?=) RR R48R D?<$*,=<U+ <$GB)$<",?=) ABJ?,=<+U >$$ R R$;"?<+ ")J G"?),$)")*$ T8T7R R$),0 +$*B<?,. ")J?)+B<")*$ T T U,?(?,?$+ 38T T S,">> *=+,+ 308R T (b) SEaBB DHIEI S"("<?$+ 2080T280T T B=)B+ 7834T8RT S,",B,=<. *=),<?bb,?=)+ 28R5T TT S,">> M$(>"<$ 5RT84T T82T R ,246, T R. 2,/./-,.! %ep%/s% M F M F I),$<$+, $K;$)+$ 148T0T RT983R B")N *C"<#$+ ")J >$$ R B"J J$b, ;<=O?+?=) e.+,o/ 1R ("). T"K",?=)?+ b"+$j =) ;<=>?,+ >=<,C$.$"< "J_B+,$J >=<,"K",?=) ;B<;=+$+0 ")J?+ *"(*B(",$J ",,C$ <",$ => 33 1/3a. T"K",?=) *C"<#$ >=<,C$.$"< *=G;<?+$H - +@> 4?H;J +@> -H<Jan[ M F M F CB<<$),,"K T T518T0T D$>$<<$J,"K",?=) (See note 10) N5R58723O ( ) N23R8119O ( ) R R158RT (b) TC$,"K",?=) *C"<#$ J?>>$<+ ><=G,C$,C$=<$,?*"( "G=B),,C", M=B(J "<?+$ B+?)#,C$?)*=G$,"K <",$ "+ >=((=M+H +@> 4?H;J +@> -H<Jan[ M F M F P<=>?, >=<,C$.$"< b$>=<$,"k",?=) C=G;B,$J i$k;$*,$ji,"k ", 33 1/3a R8RT I)*=G$,"K *=)+$WB$)*$ =>,C$ >=((=M?)#H 7841T R EK;$)+$+ )=, "((=M"b($ >=<,"K ;B<;=+$ R R158RT

53 !"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! P"#$ 14 T. %.&/,/4S P%& S+O-f "/,+ B"+?* $"<)?)#+ ;$< =<J?)"<. +,=*N B)?,?+ *"(*B(",$J b. J?O?J?)#,C$ )$, ;<=>?, ",,<?bb,"b($,= $WB?,. C=(J$<+ b.,c$ M$?#C,$J "O$<"#$ )BGb$< => +,=*N B)?,+?)?++B$ JB<?)#,C$.$"< M F N$, ;<=>?, ",,<?bb,"b($,= $WB?,. C=(J$<+ =>,C$ *=G;"). 1487T3871T W$?#C,$J "O$<"#$ )BGb$< => =<J?)"<. +,=*N B)?,+?)?++B$ B"+?* $"<)?)#+ ;$< +,=*N B)?, 1380T !O/4 +%&M &%-%,W.$!%S TC$+$ <$;<$+$), "G=B),+ =M?)# b.?,+ +Bb+?J?"<?$+0 "+ +,",$J b$(=mh - +@> -H<Jan[ M F C=,<"J$ L?G?,$J R B(B$ P=M$< L?G?,$J 2T80018R T (%2%&&%( +.e D$>$<<$J?)*=G$,"K?+ *"(*B(",$J =) "((,$G;=<"<. J?>>$<$)*$+ B)J$<,C$ (?"b?(?,. G$,C=J B+?)#,C$ <",$ => 331/3a. D$>$<<$J?)*=G$,"K ("++$,)/(?"b?(?,. <$+B(,$J "+ >=((=M+H - +@> 4?H;J +@> -H<Jan[ M F M F D$>$<<$J,"K "++$,+ ",,C$ b$#?))?)# =>.$"< N57R897TO ( ) N5T08202O ( ) P("), ")J $WB?;G$), (see note 7a) N5R58723O ( ) N23R8119O ( ) N O ( ) NT1R8321O ( ) 11.,/W%S+M%/+,/ S"$S,(,.&,%S TC$ "G=B), +,",$J?),C$ b"(")*$ +C$$, <$;<$+$),+ "G=B),+?)O$+,$J?) +C"<$+?) +Bb+?J?"<. *=G;")?$+. C=,<"J$ L?G?,$J0 " +Bb+?J?"<. => P";?)$ P<=;$<,?$+ L?G?,$J (see note 2m(ii) ) =M)+ "++$,+ *=G;<?+?)# (")J ")J bb?(j?)# (=*",$J ", 13C G=<J=) T=M) R="J0 P";?)$?) S,. A)J<$M. TC?+ ;<$G?+$+?+ B+$J b. LBGb$< D$;=, L?G?,$J "+ " J?+,<?bB,?=) =B,($, (see note 1 ). 11NaO. (%2%&&%( %ep%/s%s D$>$<<$J $K;$)+$+ <$(",$,= $K;$)+$+ B;C$(J?) <$+;$*, => " +Bb+?J?"<.0 MC?*C C"+ )=,.$, *=GG$)*$J,<"J?)#. 12.,/W%/+O&,%S I)O$),=<?$+ *=G;<?+$H +@> 4?H;J +@> -H<Jan[ M F M F M$<*C")J?+$ 5T83TT87T T83TT87T R"M G",$<?"( P"*N"#?)# G",$<?"(+ 18RT187T M")B>"*,B<$J >?)?+C$J #==J+ 18TT T83TT87T G==J+?),<")+?, T R T83TT87T

54 P"#$ 22!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! O"/+S &%-%,W.$!% 4?H;J -H<Jan[ M F M F T<"J$ T D$;=+?,+ ")J ;<$;".G$), T T S,",B,=< T T O,C$< 28T13814T R R ("% 2&OM S"$S,(,.&0 - E@> DH<Jan[ TC?+ "G=B),?+ JB$ ><=G " +Bb+?J?"<.0 B(B$ P=M$< L?G?,$J ")J <$;<$+$),+,C$ )$, b"(")*$ => "G=B),+ <$*$?O$J ")J ;"?J?),C$ )=<G"( *=B<+$ => bb+?)$++ =),C$ +Bb+?J?"<.U+ b$c"(>. TC?+ "G=B),?+ <$;"."b($ M?,C?),C$ )$K,,M$(O$ G=),C S3 and $./f $.!./-%S +@> 4?H;J +@> -H<Jan[ M F M F C"+C ")J *B<<$), "**=B), b"(")*$ 18TT38T1T TT38T1T S"O?)#+ "**=B),+ T801R84RR SC=<,-,$<G J$;=+?,+ 2R R8T058R RT08T AG=B),+ C$(J?) +"O?)#+ "**=B),+ "<$ J$)=G?)",$J?) U)?,$J S,",$+ D=(("< ")J X"G"?*") D=(("< ")J ",,<"*,?),$<$+, ",,C$ <",$+ => 1.85,= 2.15a a ")J 3a ;$< "))BG <$+;$*,?O$(.. SC=<,-,$<G J$;=+?,+ <$;<$+$),?)O$+,G$),+ J$)=G?)",$J?) X"G"?*") D=(("<+?),C$ B")N => X"G"?*" R$;=+ ")J ",,<"*,?),$<$+, => 13a ;$< "))BG. 1R..--O"/+S P.0.$!% +@> 4?H;J +@> -H<Jan[ M F M F T<"J$ 398TR S,",B,=<. ;"."b($ R O,C$< 78T598R1T CB+,=G$< J$;=+?, $./f OW%&(&.2+ TC$ *=G;"). C"+ )= $+,"b(?+c$j =O$<J<">, >"*?(?,?$+0,C$ =O$<J<">, +C=M)?),C$+$ >?)")*?"( +,",$G$),+ <$+B(,$J ><=G B)*($"<$J *C$WB$+.

55 P"#$ 21 1T. S3.&%3O!(%&S].(W./-%S:!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! ?H;J g +@> -H<Jan[ M F TC$+$ *=G;<?+$ "JO")*$+ G"J$ b.h A;;($,=) H"(( L?G?,$J R M"<N H"<, R X")$ F<" RR S?(O$<+ I)O$+,G$), L?G?,$J [$))$,C B$)_"G?) A),?b$+ H=(J?)#+ L?G?,$J 138R R &%!.+%( P.&+,%S.(W./-%S: R$(",$J ;"<,. "JO")*$+ *=G;<?+$ >=<$?#) *B<<$)*. (=")+. A, A;<?( ,C$ (=")+ M$<$ "+ +$, =B, b$(=mh- +@> 4?H;J g +@> -H<Jan[ M F S?(O$< I)O$+,G$),+ L?G?,$J (2008 =US$16,335) A),?b$+ H=(J?)#+ L?G?,$J 1189T (US$134,700, (2008 =US$155,887) 1189T TC$+$ (=")+ "<$ B)+$*B<$J ")J b$"<?),$<$+, ",,C$ <",$ => 4a ;$< "))BG. TC$<$ "<$ )= >?K$J <$;".G$),,$<G+?) <$+;$*, =>,C$+$ (=") (,&%-+O&]S!O./ TC?+ <$;<$+$),+ (="),=,C$ *=G;"). b. " J?<$*,=<. TC$ (=")?+?),$<$+, ><$$ ")J C"+ )= >?K$J J",$ >=< <$;".G$),. 21.!O/4 +%&M!,.$,!,+,%S +@> 4?H;J +@> -H<Jan[ M F M F ("O XN FB)J M")"#$<+ L?G?,$J L=") k1 ($K;?<$J S$;,$Gb$< 2228) L=") k2 ($K;?<$J N=O$Gb$< 2228) L=") k3 ($K;?<$+ A;<?( 2212) L=") k9 ($K;?<$+ F$b<B"<. 2212) L=") k5 ($K;?<$+ M"<*C 2219) UBS US F R R R R CB<<$), ;=<,?=) N O ( ) T R

56 P"#$ 22!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! !O/4 +%&M!,.$,!,+,%S NDHnEin;>dO (") TC?+ (=") M"+ <$*$?O$J =) AB#B+, ")J?+ +$*B<$J b. *=<;=<",$ #B"<"),$$ => A),?b$+ H=(J?)#+ L,J.0 " <$(",$J *=G;").0 ")J +B;;=<,$J b. hypothecation ")J Power of Offset =O$<,C$ #B"<"),=<U+?)O$+,G$),+ C$(J ", +Bb+?J?"<. => XN FB)J M")"#$<+ L?G?,$J. TC$ (=")?+ #<"),$J >=< " ;$<?=J =>,$).$"<+0 $K;?<?)#?),C$.$"< 2218 ")J ",,<"*,+?),$<$+, ",,C$ <",$ => 19.5a ;$< "))BG. L=")+ )BGb$<?)# (1),= (5) "<$ N=)-R$O=(O?)# D$G")J L=")+0 #B"<"),$$J b. A),?b$+ H=(J?)#+ L,J.0 " <$(",$J *=G;").0 ")J +B;;=<,$J b. hypothecation ")J Power of Offset =O$<,C$ #B"<"),=<U+?)O$+,G$), M?,C XN FB)J M")"#$<+ L?G?,$J. E"*C (=")?+ #<"),$J >=< " ;$<?=J => >=B<.$"<+ ")J ",,<"*,+?),$<$+, ",,C$ <",$ => 12a ;$< "))BG. 22. S3.&%3O!(%&S %5",+0: DaJiEaK - E@> -H<Jan[: NaO O?dina?[ I@a?>I AB,C=<?+$J0 I++B$J ")J >B((. ;"?JH O<J?)"<. +C"<$ NbO P?>B>?>nD> I@a?>I AB,C=<?+$JH ;<$>$<$)*$ +C"<$+ => )= ;"< O"(B$ I++B$J ")J >B((. ;"?JH 132 ;<$>$<$)*$ +C"<$+ => )= ;"< O"(B$ M F A, ") $K,<"-=<J?)"<. #$)$<"( G$$,?)# =>,C$ *=G;"). C$(J =) 1+,. XB)$ 2228 " +;$*?"( <$+=(B,?=) M"+ ;"++$J,=?)*<$"+$,C$ "B,C=<?+$J +C"<$ *";?,"( =>,C$ *=G;"). b. *<$",?)# R$J$$G"b($ P<$>$<$)*$ SC"<$+ ")J,= G"N$ ") =>>$< >=<,C$ "((=,G$), => 132 +B*C +C"<$+,=,C<$$ (3) +$)?=< G")"#$<+ =>,C$ *=G;").. TC$ ;<$>$<$)*$ +C"<$C=(J$<+ C"O$ (?G?,$J O=,?)# <?#C,+ ")J "<$ $),?,($J,=,C$ <?#C,,= J?O?J$)J ;$< +C"<$ *";?,"(,= " J?O?J$)J ;$< +C"<$ ;"?J =) $"*C =<J?)"<. +C"<$. TC$+$ +C"<$+ "<$ <$J$$G"b($0 +Bb_$*,,= *$<,"?),$<G+ ")J *=)J?,?=)"(?,?$+.

57 P"#$ 23!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! P&OP%&+08 P!./+8 M.-3,/%&0 and %5",PM%/+ - +3% 4&O"P MaD@in>?[ 2;?niE;?> -H<J;E>?!and and!>ai>@hkd and and and HBBiD> $;ikdinl,<j?hz><>ne %`;ij<>ne 2i_E;?>I %`;ij<>ne +HEaK.E DHIE M M M M M M B$#?))?)# =>.$"< AJJ?,?=) B$#?))?)# =>.$"< AJJ?,?=) %nd HB [>a? 1781T98R DD;<;KaE>d d>j?>diaeihn B$#?))?)# =>.$"< CC"<#$ >=<,C$.$"< B$#?))?)# =>.$"< CC"<#$ >=<,C$.$"< %nd HB [>a? />E bhhc ZaK;> ae.j?ik T98R T T R7811T 27482T7 4380R085R3 N$, b==n O"(B$ ", A;<?( N$, b==n O"(B$ ", A;<?( ,042,437

58 P"#$ 29!"M$%& (%PO+!,M,+%( /O+%S +O +3% 2,/./-,.! S+.+%M%/+S 0%.& %/(%(.P&,! P!./+8 M.-3,/%&0 and %5",PM%/+ - +3% -OMP./0 MaD@in>?[ 2;?niE;?>!>aI>@HKd and and,<j?hz><>ne %`;ij<>ne 2i_E;?>I -H<J;E>? +HEaK.E DHIE M M M M M B$#?))?)# =>.$"< AJJ?,?=) B$#?))?)# =>.$"< AJJ?,?=) %nd HB [>a? DD;<;KaE>d d>j?>diaeihn B$#?))?)# =>.$"< CC"<#$ >=<,C$.$"< B$#?))?)# =>.$"< CC"<#$ >=<,C$.$"< %nd HB [>a? />E bhhc ZaK;> ae.j?ik RRR8R23 9R R N$, b==n O"(B$ ", A;<?( N$, b==n O"(B$ ", A;<?(

59 Historical Financial Information Prospective investors should note that all financial information presented is based on the consolidated financial information for the Company (formerly Lumber Depot Limited) prior to its amalgamation with the business of Blue Power Limited. Such financial information consolidates Blue Power Limited as well as the Company s non trading subsidiaries Papine Properties Limited and Cotrade Limited, each of which act as holding companies for the group s interests in property.

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65 Section 12 Risk Factors Volatility in Price of Shares The Shares may experience significant volatility in their market price which may extend beyond the short term and which may be dependent on the Company s financial performance, as well as on investors confidence and other factors over which the Company has no control. Admission of the Shares to the Junior Market of the JSE After the Closing Date, and assuming that the Company is able to raise at least $50 million as a result of the Invitation by the Closing Date, the Company will make application to the JSE to admit the Shares to the Junior Market. However, the Company is not able to guarantee the success of the Invitation or the admission of the Shares to the Junior Market. Taxation Risk If the Invitation by the Company is successful in raising at least $50 million by the Closing Date, and the Company is admitted to the Junior Market, it must remain listed on the combined JSE platforms for a period of 15 years in order to be eligible for the concessionary tax regime described in Section 14. The instrument governing the concessionary tax regime is the Income Tax Act (Jamaica Stock Exchange Junior Market) (Remittance) Notice dated 13 August 2009, which was made by the Minister of Finance under section 86 of the Income Tax Act. The instrument provides that if the Company is de-listed at any time during the 15 year period, it will become retrospectively liable to pay corporate income tax at the rate that would otherwise have been applicable to it during the concessionary period. Regulatory Risk At present the Company s core businesses are not regulated. In future, legislation may be passed that provides for the business of the Company to be regulated, and this may require changes to the Company s current business model. The Company also relies on its ability to procure foreign currency. If such foreign currency is not available the Company s ability to procure raw materials for the soapmaking operation of the Blue Power division, and products for onward sale in the Lumber Depot division, in each case, from outside of Jamaica, will be affected. Continued Availability of Loan Funding and Ability to Service Loan Funding The successful operations of the Company depend on the continued availability of loan funding and its ability to service such loans. Currently the Company benefits from a number of loans from ing its founder shareholders and directors (including related parties thereof). Such loans were made on favourable terms for the benefit of the Company and they amounted to J$68.17 million in the aggregate as of 31 st October Approximately $59.9 million of such loans will be converted into equity Shares to be issued immediately following the Invitation, if it is successful, at the Subscription Price. In future such favourable loans may not be made available to the Company and it may need to seek finance on commercial terms. Customer Default or Death The successful operations of the Company also depend on its credit customers ability to repay the credit facilities that are extended to them by the Company in their entirety, in a timely manner. Whole or partial defaults on such facilities by customers affects the profitability of the Company.

66 Key Personnel It is very important that the Company attract and retain appropriately skilled personnel, including Managing Director Dhiru Tanna and senior management including Major Noel Dawes, Veronica Lowe and Lisa Kong. Competition for qualified personnel can be intense, as there are a limited number of people in Jamaica with the requisite knowledge and experience. The Company will need to attract and retain honest qualified personnel and failure to do so could have a material adverse impact on its operating and financial results and on the market price of the Ordinary Shares. This is a risk that is not faced by the Company alone, although it relies greatly on appropriately skilled and honest personnel for the operation of its business model. Operational Risk The Company is subject to the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. This definition also includes systemic risk (including the risk of accounting errors, failure to procure appropriate insurance coverage, and compliance failures), legal risk and reputation risk. This catch-all category of risks also includes employee errors, computer and manual systems failures, security failures, fire, floods or other losses to physical assets, and fraud or other criminal activity. The Company is prudent and therefore, it insures itself against some (but not all) of these risks: for instance, the Company is insured in respect of damage to its business by fire, flood or other physical damage. It is not possible for the Company to insure itself in respect of all of the risks mentioned, because it may not be possible or economic to do so. New Accounting Rules or Standards The Company may become subject to new accounting rules or standards that differ from those that are presently applicable. Such new accounting rules or standards could require significant changes in the way the Company currently reports its financial position, operating results or cash flows. Such changes could be applied retrospectively. This is a risk that is not faced by the Company alone but also, by any trading business. Macro-Economic Policies Changes in fiscal and monetary policies introduced by the Government of Jamaica may affect the behaviour of capital markets including the Junior Market of the JSE. Such changes in policies may create opportunities as well as challenges for the Company. This is a risk that is not faced by the Company alone but also, by any trading business although the risk could have particular impact on the Company s business model. Risks Associated with International Conditions The Company s financial results may be adversely affected by international risks, such as international political and economic conditions that adversely affect the Company s availability to borrow funds from financial institutions at sufficiently attractive terms. This is a risk that is not faced by the Company alone, although the risk could have particular impact on its business model.

67 Section 13 Professional Advisors to the Company Lead Brokers and Financial Advisers Mayberry Investments Limited 1 1 / 2 Oxford Road Kingston 5 Sole Selling Agents JN Fund Managers Limited 17 Belmont Road Kingston 5 Auditors and Reporting Accountants Crooks Jackson Burnett 11 Carvalho Drive Kingston 10 Legal Advisers Patterson Mair Hamilton 7 th Floor, Citigroup Building Knutsford Boulevard Kingston 5 Registrars and Transfer Agents Jamaica Central Securities Depository Limited 40 Harbour Street Kingston

68 Section 14 Statutory and General Information 14.1 Statutory Information required to be set out in the Prospectus by section 42 and the Third Schedule to the Companies Act 1. The Company has no founders or management or deferred shares. 2. The Articles of Incorporation fix no shareholding qualification for directors and none has been otherwise fixed by the Company in general meeting. 3. The Articles of Incorporation contain the following provisions with respect to the remuneration of Directors: (a) The remuneration of the directors shall from time to time be determined by the Company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings or any committee of the Directors or general meetings of the Company in connection with the business of the Company. The Directors may award special remuneration out of the funds of the Company to any Director going or residing abroad in the interests of the Company, or undertaking any work additional to that usually required of Directors of a Company. (Article 77) (b) A director of the company may be or become a director or other officer of, or otherwise interested in, any company promoted by the company or in which the company may be interested as shareholder or otherwise, and no such director shall be accountable to the company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. (Article 79) (c) A director may hold any other office or place of profit under the company (other than the office of auditor) in conjunction with his office of director for such period and on such terms (as to remuneration and otherwise) as the directors may determine and no director or intending director shall be disqualified by his office from contracting with the company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract, or any contract or management entered into by or on behalf of the company in which any director is in any way interested, be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the company for any profit realized by any such contract or arrangement by reason of such director holding that office or of the fiduciary relation thereby established. (Article 85(3)) (d) Any director may act by himself or his firm in a professional capacity for the company, and he or his firm shall be entitled to remuneration for professional services as if he were not a director; provided that nothing herein contained shall authorize a director or his firm to act as auditor to the company. (Article 85(5)) (e) The Directors may give or award pensions, annuities, gratuities, guarantee loans and superannuation or other allowances or benefits to any persons who are or have at anytime been Directors of or employed by or in service of the Company or any Company which is a subsidiary of the Company, and to the wives, widows, children and other relatives and dependants of any such persons, and may set up, establish, support and maintain pensions, superannuation or other funds or schemes (whether contributory or non-contributory) for the benefit of such persons as are herein before referred to or any of them or any class of them. Any Director shall be entitled to receive and retain for his own benefit any such pension, annuity, gratuity, allowance or other benefit and may vote as a Director in respect of the exercise or any of the powers of this Article conferred upon Directors notwithstanding that he is or may be or become interested therein. (Article 88)

69 (f) A Chief Executive Officer shall receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the directors may determine. (Article 111) 4. The names and addresses of the Directors of the Company appear in Section 8 of this Prospectus. 5. The minimum amount required to be raised out of the proceeds of the Invitation to provide for the matters set out in paragraph 2 of Part 1 of the Third Schedule to the Companies Act (the minimum subscription ) is $50 million. The Company also intends pay the expenses associated with the Invitation out of the proceeds, which it estimates will not exceed $7.5 million (inclusive of financial advisory fees payable by the issue of Reserved Shares, lead brokerage fees, selling agency fees, legal fees, registrar s fees, initial listing fees, and GCT). 6. The Invitation will open for subscription at 9:00 a.m. on the Opening Date, Thursday 25 th March 2010 and will close at 4:30 pm on the Closing Date, Thursday 1 st April 2010 subject to the Company s right to close the application list at any time after 9:00 a.m. on the Opening Date if Application Forms have been received for an amount in excess of the Shares offered under this Prospectus, or to extend the Closing Date beyond Thursday 1 st April All Applicants will be required to pay in full the Subscription Price of $3.89 per Share. No further sum will be payable on allotment. 8. No previous offer of shares in the Company has been made to the public. 9. Save as set out in paragraph 17(a) below no person has, or is entitled to be given, any option to subscribe for any shares in, or debentures of, the Company. 10. As at 9:00 a.m. on Monday 15 th March 2010, the Company held savings accounts in Jamaica National Building Society amounting in aggregate to US$208.4 thousand and J$23.04 million. 11. There is no amount for goodwill, patent, or trade marks shown in the financial statements of the Company and there is no contract for sale and purchase which would involve any goodwill, patent or trade marks. 12. As at 9:00 a.m. on Monday 15 th March 2010 the aggregate amount of loans owing by the Company is $70.69 million. Of those loans, $59.9 million comprise loans by Directors (including related parties) and Shareholders of the Company which will be converted to Reserved Shares at the Subscription Price following the Invitation, following the terms and conditions of this prospectus. The amount owing to third parties being UBS of Switzerland, Jamaica National Fund Managers Limited and/or EXIM Bank Limited is J$37.18 million. The Company has no overdrafts. 13. No amount is currently recommended for distribution by way of dividend. The Company s dividend history, and its dividend policy following admission to the Junior Market of the Jamaica Stock Exchange, is described in Section No property has been or is currently proposed to be purchased or acquired by the Company, which is to be paid for wholly or partly out of the proceeds of this Invitation, and accordingly, paragraphs 6 to 9 (inclusive) of Part 1 of the Third Schedule of the Companies Act do not apply. 15. Save as set out in paragraph 17. within the 2 preceding years, no commissions have been paid, nor will any be payable to anyone for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures of the Company. 16. The Company also intends pay the expenses associated with the Invitation out of the proceeds, which it estimates will not exceed $7.5 million (inclusive of financial advisory fees payable in the form of Reserved

70 Shares, and lead brokerage fees, selling agency fees, legal fees, registrar s fees, initial listing fees, and GCT). See paragraph 17 below for further details. 17. Within the last two years preceding the date of this Prospectus, no amount or benefit has been paid or given or is intended to be paid or given to any promoter save for:- (a) (b) Mayberry Investments Limited ( Mayberry ) for financial advisory and brokerage services associated with the Invitation and listing on the Junior Market of the JSE under an agreement dated 5 th January The agreement provides for Mayberry to act as lead broker and financial adviser to the Invitation, for which Mayberry will receive 948,300 Shares in lieu of financial advisory fees (inclusive of transaction management services, Company valuation, and the development of a marketing strategy for the purposes of the Invitation) and also, lead brokerage services to the Company in the Invitation for which it will receive a commission of 2% of any Shares sold to the general public as a result of the Invitation; and JN Fund Managers Limited ( JNFM ) who is the sole selling agent of Mayberry for the Invitation and listing on the Junior Market of the JSE under an agreement dated March The agreement provides for JNFM to receive a commission of 2% of any Shares sold to the general public as a result of the Invitation. 18. The issue is not underwritten. 19. The material contracts of the Company are set out in Section The name and address of the auditors to the Company is: Crooks Jackson Burnett Chartered Accountants 11 Carvalho Drive Kingston Crooks Jackson Burnett have given and have not withdrawn their consent to the issue of this Prospectus with the inclusion of the Auditors Report and Historical Financial Data, and their name in the form and context in which it is included. 22. The Company has carried on business since September The Company has a subsidiary, Papine Properties Limited which is incorporated under the laws of the British Virgin Islands (Island of Tortola). That subsidiary has a further subsidiary, Cotrade Limited,, which is incorporated under the laws of Jamaica. Neither subsidiary is a trading company and Cotrade serves as a holding company for the property at 17C Gordon Road, Papine Taxation of Junior Market Companies: Concessionary Regime Companies that successfully apply for admission to the Junior Market of the JSE will benefit from a concessionary tax regime, details of which are set out below.! On 13 th August 2009 the Minister of Finance issued the Income Tax Act (Jamaica Stock Exchange Junior Market) (Remission) Notice 2009 under section 86 of the Income Tax Act. The Remission Notice provides that Jamaican Junior Market companies are not liable to pay corporate income tax in the first 5 years after listing (e.g. they will benefit from a full income tax exemption). The Remission Notice also provides that in years 6 to 10 of listing, Jamaican Junior Market companies are liable to pay corporate income tax at half of the normal rate (e.g. they will benefit from a 50% income tax exemption). The tax concessions require Jamaican Junior Market companies to maintain their listing on the JSE (on either or both of the Main or Junior Markets) for a period of 15 years. If such a Company is de-listed at any time during the 15 year

71 period, it will become retrospectively liable to pay corporate income tax at the rate that would otherwise have been applicable to it during the concessionary period.! Section 17(1)(d) of the Transfer Tax Act provides that transfers of shares made in the ordinary course of business on the Jamaica Stock Exchange will not attract transfer tax.! Section 12(v) of the Income Tax Act provides that profits or gains from transactions in shares carried out on the Jamaica Stock Exchange that accrue to an individual that does not hold himself out as a dealer are exempt from income tax, where such profits or gains do not exceed one half of that person s statutory income from all other sources for the year of assessment, or (where the person so elects) those profits or gains which, taken with profits or gains (or losses) on such transactions by him/her in the 2 immediately preceding years of assessment, do not exceed one half of that persons statutory income from all other sources for the year of assessment and those 2 preceding years.! Section 34(1) paragraph 6 provides that payments of interest or other payments made to holders of shares out of the assets of a company that is quoted on a recognized stock exchange, including the JSE, are exempt from income tax. Prospective investors should seek advice on the taxation of Junior Market companies and their prospective investment in the Company a professional adviser, and should not rely on the summary set out above.

72 Section 15 Documents available for Inspection Copies of the following documents may be inspected at the law offices of Patterson Mair Hamilton, between the hours of 9:00 a.m. to 4:00 p.m. on Mondays to Fridays, up to and including the Closing Date (or the extended Closing Date as the case may be): 1. The Articles of Incorporation of the Company adopted on 15 th March The Accountants Report, and the audited financial statements of the Company for the reporting periods ending April 30 th 2005, April 30 th 2006, April 30 th 2007, April 30 th 2008 and April 30 th The consent of the auditors of the Company, Crooks Jackson Burnett referred to in paragraph 21 of Section The material contracts referred to in Section The trademark registrations referred to in Section Confirmation of the insurance arrangements referred to in Section 7.11.

73 Section 16 Directors Signatures Dhiru Tanna Managing Director Antony Hart, C.D. Non Executive Director Jeffrey Hall Mentor and Non Executive Director Qa Kenneth Benjamin, C.D. Non - Executive Director Peter Millingen, Attorney-at-Law Non Executive Director