Consolidated Bakeries Jamaica Ltd. - Annual Report 2015

Annual Report

2015 CONSOLODATED BAKERIES ( JAMAIC A) LIMITED

about us

Consolidated Bakeries (Jamaica) Limited emerged when three family bakeries, Valentine Bakery, Powell’s Bakery and Huntington Bakery, came together in 1957 to form one entity. A family company, built on family values, the Company’s focus has always been on providing Jamaicans with nutritious baked goods made from only the freshest ingredients, producing foods that they would be happy feeding to their families.

For more than 50 years, Consolidated Bakeries (Jamaica) Limited has been offering their time honoured baked goods. Family recipes that have proven irreplaceable include their line of Easter Buns - Boat Bun, Purity Boxed Bun, Spiced Bun, Miss Birdie Bun, Hearty Goodness Whole Wheat Bun and Hearty Goodness ‘No Sugar Added’ Bun. The popular Miss Birdie branded line of crackers is another family favourite along with a variety of buns and pastry offerings.

Operating under the brands of Purity and Miss Birdie, the Company has been supportive of Jamaicans, not just as consumers, but also our valued employees and those within the neighbouring community. Ensuring that our staff has the opportunities to develop their abilities is a priority for the company.

With 50 years under our belt, Consolidated Bakeries (Jamaica) Limited continues to look forward to this relatively new phase in our life, having become listed on the Jamaica Junior Stock Exchange in late December 2012. Innovation, improvement and expansion are among the primary areas of focus going forward.

The enthusiastic reception of the Miss Birdie line of crackers and other products, as well as the more recently introduced Miss Birdie Oatmeal Raisin Cookie, Miss Birdie Rock Cake and Miss Birdie Twist, highlight the innovative path that the Company continues to take.

In devising ways to help the surrounding community, Purity continues to be deeply involved with local churches and schools in the Red Hills Road area.

We provide our products to various organizations in the area, free of cost.

This includes sporting clubs and schools. The Company also encourages all our employees to pursue their educational goals, and tries to assist them in whatever way we can.

Purity realises the value of having expert consultants and as such regularly brings in people to help the Company achieve its optimal level of efficiency.

This also includes looking at plans for expansion, such as improving the local distribution and targeting more export markets.

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mission

We aim to consistently deliver pure wholesome goodness for our family and yours, by maintaining extraordinary product quality and service standards.

vision

Purity Bakery is a publicly traded company, majority owned and operated by the Chang Family. It is our intention to continue the same level of product excellence and customer service that Purity has so proudly built over the past fifty years.

We are dedicated to producing the best quality products, made with the finest available ingredients, at an affordable price. We want shoppers to be confident in the products they buy and to ensure this, our Bakers use only the finest quality ingredients, some of which are ground fresh at our bakery. High quality control standards are a top priority at Purity, so that when you pull our product off the shelf, you can be satisfied in knowing that you are making a wholesome choice.

Purity cares about its employees’ happiness and well being. Through educational programs, we are improving the minds and abilities of our valued employees.

We are involved in other programs that will assist in making their lives better and benefiting the community as a whole. Purity wants to be known, not only for its great products, but for the greatness it brings to the community.

Purity Bakery aims to keep putting smiles on the faces of everyone who savors our breads and buns. Filling tummies around the world with healthy, tasty products is what we are passionate about and is the basis for our proud heritage – a heritage that provides pure wholesome goodness and love in each bite.

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annual general meeting NOTICE OF

NOTICE IS HEREBY GIVEN that the 2015 Annual General Meeting of Consolidated Bakeries (Jamaica) Limited will be held at the on , 2016 at for the purpose of transacting the following business:

1. To receive the Audited Accounts for the year ended December 31, 2015 together with the reports of the Directors and Auditors thereon.

The Company is asked to consider, and if thought fit, pass the following resolution: Resolution No. 1 “That the Audited Accounts for the year ended December 31, 2015, together with the reports of the Directors and Auditors thereon, be and are hereby adopted.”

2. To elect Directors. (i) The Directors retiring by rotation in accordance with Regulation 105 of the Company’s Articles of Incorporation are Messrs. Keith Collister and Thomas Chin, who being eligible for re-election, offer themselves for re-election.

The Company is asked to consider, and if thought fit, pass the following resolutions: Resolution No. 2 “That the Directors, retiring by rotation, be re-elected by a Single Resolution.”

Resolution No. 3 “That Messrs. Keith Collister and Thomas Chin, who are retiring by rotation in accordance with Regulation 105 of the Articles of Incorporation be and are hereby re-elected as Directors of the Company.”

3. To approve the Remuneration of the Directors.

The Company is asked to consider, and if thought fit, to pass the following resolution: Resolution No. 4 “That the amount shown in the Audited Accounts of the Company for the year ended December 31, 2015 as fees of the Directors for their services as Directors, be and are hereby approved.”

4. To appoint Auditors and to authorize the Directors to fix the remuneration of the Auditors.

The Company is asked to consider, and if thought fit, pass the following resolution: Resolution No. 5 “That the remuneration of the Auditors, Bogle and Company, who have signified their willingness to continue in office, be such as may be agreed between the Directors of the Company and the Auditors.”

Dated the 18th of June, 2016

By Order of the Board

Victor M. Salazar Company Secretary Registered Office 2F Valentine Drive Kingston 19

NOTE: 1.

A member entitled to attend and vote at the meeting may appoint a proxy, who need not be a member, to attend and so on a poll, vote on his/her behalf. A suitable form of proxy is enclosed. Forms of proxy must be lodged with the Registrar of The Company, Jamaica Central Securities Depository, 40 Harbour Street, Kingston not less than 48 hours before the time of the meeting.

2.

A Corporate shareholder may (instead of appointing a proxy) appoint a representative in accordance with Regulation 75 of the Company’s Articles of Incorporation. A copy of Regulation 75 is set out on the enclosed detachable proxy form.

TABLE OF

contents

About Us. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Our Mission & Vision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . 3 Chairman’s Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Management Discussion & Analysis . . . . . . . . . . . . . . . 6-8 Corporate Social Responsibility. . . . . . . . . . . . . . . . . 10-12 Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14-15 Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Corporate Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 2015 Financials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 - 42 Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

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CHAIRMAN’S

statement Having entered an economically challenging year yet again in 2015, the Company exited it on a high note. Following further rationalization of the business which included discontinuation of several products, larger capital investment and centred focus on key growth areas, we ended the year with 11 per cent sales growth in the last quarter. For the full financial year, revenue rose by three per cent, compared with 10 per cent growth in 2014 and 42 per cent growth the year before that. Gross margin however, improved from 34.2 per cent to 35 per cent.

All our Purity and Miss Birdie product lines – bread, baked snack items, specialty rolls, Easter buns and pastries – recorded volume growth during the year.

We doubled our advertising and promotions spend from $8.5 million in 2014 to $16.8 million last year, in order to sustain brand awareness.

Our results were achieved through our core strategies of containing cost and increasing visibility, while promoting healthy eating and lifestyles to our consumers.

Economic challenges, such as depreciation of the Jamaica dollar against the US dollar, and contraction of the local economy, negatively impacted sales as consumer purchasing power weakened. However, we continued to ramp up investment in new equipment, increased our sales and marketing efforts, and maintained an affordable price for our consumers.

Vincent Chang Chairman

5

The contribution of our Board of Directors throughout the year were critical to our success and I thank them for their commitment to good governance and to the success of Consolidated Bakeries.

To our management team, I say thank you for your expertise, as well as your commitment to performing at high levels, enabling us to deliver strong results. I also extend gratitude to all the members of the team for your efforts during another year of challenging conditions.

A special thank you must also be expressed to our valued shareholders and customers who continue to stand with us. We thank you for your support and belief in our brands.

MANAGEMENT

discussion + analysis REVENUE

During the 2015 financial year, revenue continued to grow, following our decision to focus on market spaces where we could make gains. The three per cent year-over-year increase in sales reflected double-digit growth in some key product areas offset by other factors such as the nearly half-year worth of revenue foregone due to the discontinuation of certain products .

The discontinued products were those deemed to have the least growth potential . Therefore, these deletions placed the organization on a more competitive growth path.

Indeed, when our process began in earnest in 2013, we saw considerable growth in revenue of 42 per cent over the previous year. This was followed by 10 per cent growth in 2014. And while sales growth for the entire 2015 appeared to have slowed in the year, during the last quarter of 2015, sales grew by 11 per cent over the same period in 2014.

GROSS MARGIN

The company’s gross margin improved from 34.2 per cent in 2014 to 35 per cent last year. This resulted from (on the one hand) the removal of certain products and (on the other hand) efficiency gains we are starting to realize from our capital investment programme. For example, we are seeing savings on energy since shifting a portion of our fuel source to liquefied petroleum gas (LPG). Improved quality assurance has also reduced the incidences of quality rejects.

EXPENSES

Last year, we increased the number of technical personnel, reorganized and increased our sales staff to better service our accounts. This aggressively positioned our brand in the market place, but also resulted in additional staff costs. We doubled our spending on advertising and promotions from $8.5 million to $16.8 million, in order to strengthen the brand for future growth.

6

Additionally, we continued to spend on fleet and trucks ($19million was spent on motor vehicles). These additions, plus the cost associated with machinery acquisitions accounted for most of the increased cost for travelling and motor vehicle expenses

CAPITAL EXPENDITURE

Since listing on the Jamaica Stock Exchange, we have spent well over $100 million of capital in purchasing vehicles and equipment. In 2015 alone we spent $51 million, up from $31 million in 2014.

The total of $112 million includes $13 million spent on computerisation. This improves the flexibility of machines for product development and introduces capabilities for remote operations, which will result in future efficiency gains.

LOOKING AHEAD

The new financial year is off to a great start. All product categories grew from year-earlier levels during the first five months of 2016. Earnings rose by 64 per cent during the first quarter of 2016 when compared with the corresponding period of 2015 , while revenue climbed by 16 per cent. But our gross margin improved from 34.2 per cent in Q1 2015 to 36.8 per cent in Q1 2016, while net margin increased from 6.2 per cent to 8.8 per cent.

Challenging economic climate will continue to weigh on our financial performance as consumers see their disposable income decline. .

Looking even further ahead, the baked goods industry is shifting in response to consumer behaviour and demands. Consumers across all income groups are becoming more discerning in their product choices and are requiring more information about those products as well. Our expectation is that consumption patterns in Jamaica will change as income levels improve, spurring a demand for more innovative offerings.

We are very optimistic about the gains we have been making in efficiency and product development. In this regard and through our capital investment programme we will be better positioned in the evolving market.

Our capital base remains strong with total equity of $533 million as at December 31, 2015. Our current assets exceed our current liabilities by $128 million, or by more than 140 per cent. And our cash and investment position stood at $118 million at the end of 2015. We continued to maintain 38 per cent of those cash and cash equivalents in US currency to hedge against depreciation of the Jamaican dollar, particularly as we continue with our capital expenditure programme.

106,000,000

56,000,000

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THANK YOU As we look with optimism to the year ahead, we would like to once again to acknowledge our customers, who continue to be loyal to our brand and who inspire us to find creative ways to do business, as we serve them with fairness, respect, compassion and of course, love. We also wish to thank you, our shareholders, for investing a high level of confidence and trust in us as we continue to strive for excellence. We are confident that our goals for the year ahead will be realised and that we will strengthen our presence in the local market and will reinforce the platform for long-term sustainable growth and further enhancement of shareholder value.

Our results were achieved by a dedicated team, which went above and beyond the call of duty to ensure that performance targets were met and consumers were satisfied. We commend all the managers and workers for a fantastic job in executing our strategy in 2015 and look forward to increased energy and impact in 2016.

Anthony Chang Managing Director

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social responsibility CORPORATE

NETBALL JAMAICA SPONSORSHIP

Consolidated Bakeries Jamaica Ltd, under its Purity Brand, was proud to partner with Netball Jamaica in January 2015. The company committed to supplying the Sunshine Girls with bread, mainly the Purity Hearty Goodness 100% Whole Wheat Bread, weekly until the World Netball Championships in August 2015.

Karen Anderson, General Manager of Netball Jamaica, appreciated the newfound partnership between the organizations and voiced that “This donation will go a long way in ensuring that the ladies on the Sunshine Girls squad will be provided nourishment pre and post training. It is always a challenge trying to find the funding to feed the squad but thanks to Purity Bakery, we have one less worry now.”

BUN DONATION TO FIRE FIGHTERS

Consolidated Bakeries Jamaica Ltd, under its Miss Birdie brand, officially launched its “#ShareTheLove” Campaign with a donation to The Jamaica Fire Brigade in April 2015.

In an attempt to recognize the gallant efforts of the firefighters in fighting the massive Riverton Fire, Miss Birdie donated 276 bus to the firefighters who were directly involved with resolving the dilemma.

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This donation personified the efforts of the brand and was the platform for other donations themed at highlighting groups that are very deserving, but under recognized.

Acting Senior Deputy Superintendent, Mr. Patrick Gooden, stated how very appreciative they were and reiterated that “We want to take the opportunity to say thanks. The staff was very grateful of the donation and we [the Jamaica Fire Brigade] want to continue the relationship and hope that it can develop into something even more meaningful.”

EMPLOYEE ENGAGEMENT

In line with our Purity brand proposition of a healthy lifestyle, a group of employees boldly entered the National Health Fund “Work It Out” Challenge.

The team consisted of: Delarno Forrest (Team Captain) Andrea Green Stephen Mullings Elaine Stephenson Wilma Small Through dedication, continued efforts and great support from fellow co-workers, the Consolidated Bakeries Team was acknowledged in the Top 10 Awardees for the National Health Fund’s “Work it Out” Challenge.

JAMAICA WATER POLO TEAM SPONSORSHIP

Consolidated Bakeries Jamaica Ltd, under its Purity Brand, sponsored the Jamaica Waterpolo team with 250 T-shirts for their trip to Puerto Rico in June 2015, in an official presentation at the National Aquatic Centre.

Coach Lance Rochester, Vice President of the Amateur Swimming Association of Jamaica, stated that “We are very happy that Purity Bakery is supporting us in this way. This is the first time this is happening and we hope that it leads to further partnership between the Jamaica Waterpolo Team and Purity Bakery.”

The team took home Bronze Medals in all 4 categories, with the male and female categories for both the 18 and under and 15 and under teams winning medals. The 18 and under boys defeated Costa Rica by 13 goals to 12 in a tight game after trailing by 6 goals to 4 at the end of the first half.

MISS BIRDIE/ PURITY SPONSORSHIP

Consolidated Bakeries Jamaica Ltd, under both its Miss Birdie and Purity brands, offered a scholarship to a final year Jamaican student at the tertiary level pursuing an undergraduate degree (B.Sc) in the Department of Management Studies, at the University of the West Indies, Mona.

The scholarship was valued at $300,000 and offered students who had a Grade Point Average of 3.0 or higher, with a verifiable financial need, the opportunity to have their tuition paid in full. The successful candidate had to have displayed leadership qualities, volunteerism and social involvement as well as active participation in co-curricular activities.

Following the interview process, The Miss Birdie/Purity Scholarship for Business & Management was awarded to Ms. Keyondra Lambert in August 2015.

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“SUPPORT LIFE, FIGHT BREAST CANCER” CAMPAIGN

During the month of October, the company, under it’s Purity brand, once again joined forces with the Jamaica Cancer Society (JCS) and in an effort to raise awareness about Breast Cancer, the company donated part proceeds of sales from specially branded Purity Hearty Goodness100% Whole Wheat breads.

The Purity Hearty Goodness 100% Whole Wheat breads once again bore a pink ribbon in honour of the occasion.

Other activities were also undertaken such as a school invasion at Ardenne High School, where students and teachers were each given a pink ribbon, informational pamphlets and a product. They were also invited to share messages of support to persons affected by Breast Cancer through an “I Wear Pink For” Support Board. There was also a supporting presence at the JCS Mammography Screening Day where patrons were rewarded with products for getting tested.

Coupled with last year’s donation, Consoldiated Bakeries Jamaica Ltd has so far donated over $200,000 to the Jamaica Cancer Society to aid in early detection of Breast Cancer through Mammography Screenings.

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BOARD OF

directors ANTHONY V. CHANG Managing Director VINCENT CHANG Chairman of the Board & Executive Committee Vincent Chang has several years of experience in commercial enterprises and engineering. He navigated the company through the difficult period of the public share offer. He holds a Bachelor of Science Degree in Business Administration from Concordia University in Montreal, Quebec, as well as degrees in Business Administration from Loyola University in Montreal, Canada. He also has professional certification from the American Institute of Baking.

Anthony V. Chang brings to the table his extensive professional experience particularly in the consumer and packaged food businesses, involving both domestic and international brands.

He is a former president of the Jamaica Chamber of Commerce and has served on public sector boards and boards of b ot h d o m e s t i c a n d international private sector firms. He holds a degree in Business Administration from the University of Western Ontario in Canada and has completed several professional courses at reputable North American universities.

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THOMAS “TOM” CHIN Non-Executive Board Member Thomas Chin is a Certified Public Accountant/ Certified Management Accountant with over 30 years of experience in the communications industry. He has expertise in consolidations, reporting, budgeting and forecasting, acquisitions and divestment, management of shared services, and systems development and implementation. He is a former director of Financial Operations at Rogers Communications Inc. in Toronto, Canada and a former VP of Finance for Flow Jamaica (Columbus Communications Jamaica Limited.)

NICOLA CHANG MURPHY Director of Sales & Marketing Nicola Chang Murphy became a non-executive board member as of May 10, 2013. Previously, she managed supervisors, sales representatives and merchandisers, as well as brand creativity and cost efficiencies for the company. She launched the “Healthy Eating equals Healthy Living” campaign which heightened awareness of the Purity and Miss Birdie brands. Her degrees include a Masters in Business Administration from Nova South Eastern University. Her services are now contracted on a project basis.

PHILMORE OGLE CD., OD., FCA. Non-Executive Board Member

NOEL DACOSTA CD. Non-Executive Board Member

Philmore Ogle is a past president of the Jamaica Chamber of Commerce, and the Institute of Chartered Accountants of Jamaica. He is the recipient of the Order of Distinction (Officer Class) in 1999, for service to the accounting profession and the Order of Distinction (Commander Class) in 2009, for his contribution to Tax Reform. His distinguished record of public service includes service on several boards, including the Jamaica Development Bank and National Development Bank. He is a former chairman of Deloitte and Touche in Jamaica.

Noel daCosta is a highly respected management consultant. He is retired from Desnoes & Geddes/ Diageo, where he held many positions including: Central American and Caribbean Corporate Relations Director for Diageo. He is a chartered engineer, and a past President and Fellow of the Jamaica Institute of Engineers. He has post-graduate degrees in Engineering, Business Administration and Insurance. He is a former president of the Jamaica Chamber of Commerce and has served on several boards in the public and private sectors.

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KEITH COLLISTER Non-Executive Board Member

VICTOR M. SALAZAR Company Secretary & Business Development Manager

Keith Collister, renowned investment analyst and financial journalist, has served with leading corporate entities locally and overseas. He is chairman of the Appliance Traders Ltd. Pension Fund and works in the Finance and Planning division of the Sandals Group. He is a director of the Jamaica Chamber of Commerce and Chairman of its Economic Affairs and Taxation Committee and a member of the Private Sector of Jamaica Economic Policy Committee. He holds an MA in Economics from Cambridge University and an MBA in International Banking from Birmingham Business School.

Victor M. Salazar is experienced in international business, h av i n g h e a d e d t h e Caribbean and Latin American Unit of Jamaica’s Investment and Trade Promotion Agency (JAMPRO) and procured the largest investment influx in the country’s history. He has also managed an industrial packaging and commodities unit, at Grace Kennedy & Co. Ltd. and led the export foray into Latin America for Grace branded products.

He has a Bachelor of Science in International Relations and a Masters in Government from the University of the West Indies.

shareholders TOP 10 SHAREHOLDERS Name / Joint Holders

Account

Volume

%

Chang Brothers Limited

2939718

136,496,956.00

61.29

Anthony V. Chang

2944502

19,078,330.00

8.57

General Accident Insurance Company Ja. Ltd.

2917441

12,000,000.00

5.39

P.a.m. Ltd – Pooled Pension Equity Fund

1830652

2,481,241.00

1.11

National Supply Co. Limited

2011815

2,380,000.0

1.07

David Chang

2929172

2,200,000.00

0.99

Crissa’s Group Ltd

2929941

1,648,358.00

0.74

Prakash Vaswani

2040160

1,506,000.00

0.70

Everton J. Smith

2929941

1,500,000.00

0.67

Everton J. Smith

2982817

1,500,000.00

0.67

Jmmb Retirement Scheme (Aggressive)

1938935

1,223,940.00

0.55

DIRECTORS SHAREHOLDINGS Name / Joint Holders

Volume

Anthony V. Chang*

%

19,078,330.00

8.57

Philmore Ogle

800,000.00

0.35

Noel daCosta

800,000.00

0.35

Keith Collister

800,000.00

0.35

Victor Salazar-Chang

374,200.00

0.16

Thomas Chin

200,000.00

0.08

89,000.00

0.03

0.00

0.00

Nicola Chang Murphy* Vincent Chang*

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CORPORATE

data

BOARD OF DIRECTORS Vincent J. Chang Anthony V. Chang Philmore Ogle

REGISTRAR AND TRANSFER AGENTS Jamaica Central Securities Depository Ltd. P.O Box 1084 40 Harbour Street Kingston

Noel daCosta C.D Thomas (“Tom”) Chin Nicola Chang Murphy Keith Collister

AUDITOR BOGLE & COMPANY Chartered Accountants 6 South Avenue Unit 6, Dragon Center Kingston 10

CORPORATE SECRETARY Victor M. Salazar

BANKERS National Commercial Bank Ltd First Global Bank Ltd Bank of Nova Scotia ATTORNEYS-AT-LAW Dianne Edwards 7 Belmont Road Kingston 5 Livingston Alexander & Levy 72 Port Royal Street Kingston Myers Fletcher & Gordon 21 East Street Kingston REGISTERED OFFICES 2F Valentine Drive Kingston 19

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2015 financials

FINANCIALS

20

STATEMENT OF

financial position

21

as at december 31, 2015

FINANCAIALS

STATEMENT OF PROFIT OR LOSS &

comprehensive income

FINANCIALS

22

year ended december 31, 2015

STATEMENT OF

changes in equity

as at december 31, 2015

23

FINANCAIALS

STATEMENT OF

cash flows

year ended december 31, 2015

FINANCIALS

24

FINANCIAL STATEMENTS

notes

year ended december 31, 2015

25

FINANCAIALS

NOTES TO THE

financial statements

FINANCIALS

26

year ended december 31, 2015

27

FINANCAIALS

NOTES TO THE

financial statements

FINANCIALS

28

year ended december 31, 2015

29

FINANCAIALS

NOTES TO THE

financial statements

FINANCIALS

30

year ended december 31, 2015

31

FINANCAIALS

NOTES TO THE

financial statements

FINANCIALS

32

year ended december 31, 2015

33

FINANCAIALS

NOTES TO THE

financial statements

FINANCIALS

34

year ended december 31, 2015

35

FINANCAIALS

NOTES TO THE

financial statements

FINANCIALS

36

year ended december 31, 2015

37

FINANCAIALS

NOTES TO THE

financial statements

FINANCIALS

38

year ended december 31, 2015

39

FINANCAIALS

NOTES TO THE

financial statements

FINANCIALS

40

year ended december 31, 2015

41

FINANCAIALS

NOTES TO THE

financial statements

FINANCIALS

42

year ended december 31, 2015

FORM OF

proxy CONSOLIDATED BAKERIES (JAMAICA) LIMITED 2F Valentine Drive Kingston 19, Jamaica (West Indies) I/We ..........................................................................................of............................................................................ intheParish of ................................................................................................being member/members of the above named company hereby appoint ......................................................................of............................................................................ or failing him/her.....................................................................................of .......................................................................... as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at [VENUE] on [DATE], 2016 at [TIME] and at any adjournment thereof.

Signed this ................... day of ............................................. 2016

Signature Notes: • An instrument appointing a proxy, shall, unless the contrary is stated thereon be valid as well for any adjournment of the meeting as for the meeting to which it relates and need not be witnessed.

• If the appointer is a corporation, this form must be under its common seal or under the hand of an officer or attorney duly authorized in writing.

• In the case of joint holders, the vote of the senior will be accepted to the exclusion of the votes of others, seniority being determined by the order in which the names appear on the register.

• To be valid, this form must be received by the Registrar of the Company at the address given below not less than 48 hours before the time fixed for holding the meeting or adjourned meeting.

• The proxy form should bear stamp duty of One Hundred dollars ($100.00) which may be in the form of adhesive stamp duly cancelled by the person signing the proxy form.

REGISTRAR AND TRANSFER AGENTS Jamaica Central Securities Depository Limited 40 Harbour Street, Kingston

notes