Director's Report

The Directors of Union Bank Of Jamaica Limited submit herewith their Annual Report with the Audited Financial Statement for the year ended 31 December, 1999.

 1. Financial Results                                                 1999

                                                                               $ ' 000

2. Directors

Since the last Annual General Meeting Mr. Glenford McLeish, who was appointed to the Board of Directors on 28 October, 1999, and Mr. Wilbur 'Don' Kennedy both resigned on 30 June, 2000.

Mr. C. Dennis Morrison, Q.C., Ms. Deika Morrison and Mr. Lascelles Perry continue to serve and in accordance with Article 97 of the Company's Articles of Association, Mr. Maurice Clark and Dr. Neil McGill retire by rotation and, being eligible, offer themselves for re-election.

Mr. David Wan and Mr. Brent Ciurlino were appointed Directors effective 29 June 2000, to fill casual vacancies. Pursuant to Article 102 of the Company's  Articles of Association Mr. David Wan and Mr. Brent Ciurlino, having been appointed since the last Annual General Meeting, retire and, being eligible, offer themselves for re-election.

3.      Increase in Share Capital

By the acquisition agreement made between Union Bank of Jamaica and FINSAC Limited for the takeover at the Horizon financial entities and Island Life Merchant Bank Limited in 1998, FINSAC was obliged to pay to Union Bank the amount of any shortfall of assets as against the total liabilities then acquired by Union Bank. In consideration of this payment FINSAC was to be issued shares in the Bank. This shortfall by the equivalent number of stock units which are to be issued to FINSAC.

Accordingly, it is being recommended to members that they consider and, if thought fit, pass resolutions:

(i)   to increase the authorized share capital of the Bank from $1,857,500,000 to $2,101,819,994    by the creation of 488,639,988 additional ordinary shares of $0.50 each at par and to convert ordinary stock units of the Bank;

(ii)  to issue the stock units to FINSAC Limited at the price of $3.64 per stock unit being a premium of $3.14 per stock unit of $0.50 each.

4. Dividends

The Directors do not recommend the payment of dividends at this time.

5. Auditors

The Auditors, Messrs. Deloitte & Touche, have signified their willingness to continue in office. Their re-appointment will be proposed at the Annual General Meeting.

C. DENNIS MORRISON

CHAIRMAN

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