1

Our IdentIty the neal & Massy Group is a conglomerate operating in the majority

of the english speaking countries of the Caribbean. We have been

in business for over 85 years.

We operate across a wide spectrum of industries, offer a range of

quality products and services and represent several international

brands.

We have a long established reputation for integrity and fair play in

our business dealings.

Our VIsIOn We shall be a flexible, decisive and opportunistic world-class

organization, operating globally, listed on a major stock exchange

with a well recognised brand image.

We shall achieve excellent profitability as an innovative, customer

focused, entrepreneurial Company with empowered CeO’s whose

mission will be to provide significant sustainable growth.

Operating in larger industries in the right economies, we shall be

early into businesses of the future where we will be among the top

in the industries and territories in which we operate.

As a learning and challenging organisation, rewarding excellence,

we shall be the partner of choice for all our major stakeholders.

We shall be a good corporate citizen, responsibly linked to the

communities in which we operate.

2 3

Our sharehOlders Will receive a total return incorporating capital

appreciation and dividend income, driven by

consistent and continuous growth over and above

market leaders.

We shall satisfy both strategic investors and portfolio

investors with fundamental and consistent growth,

recognising that growth drives the Price/earnings

multiples, through participation and representation,

by succession planning, by quality of management,

through our corporate image and reputation, and by

frequent and consistent communications.

Our CustOMers We shall demonstrate quality in product, service and

communication.

We shall provide convenient locations, quality goods

and services, competitive prices, on-going “after”

sales and service care. We shall provide value added

through sound and up-to-date product and technical

knowledge, innovative advertising campaigns and

promotional support.

We shall provide customer care through relationship

management, innovative partnering and involvement

in key business processes to ensure desired results

are achieved.

We shall undertake relationship strengthening

through reciprocity, constantly improving goods and

services to take account of trends and changes in the

industry.

We shall provide thought leadership and consistent

accessibilty to key employees, thereby maintaining

a mutually beneficial and profitable relationship with

our customers.

Our eMPlOyees We shall provide organisational leadership which

includes a clear and properly communicated Vision

for the Group, pride in working for an organization

that is successful, growing and confident in its market

position.

We shall provide fair play, empathy, integrity

and teamwork. a comfortable and functionally safe

environment in which to operate, an organisation

structure that is flat, flexible and responsive,

with clear lines of responsibility that facilitate the

empowerment of staff and effective communication.

We shall have adequate performance related

systems for recognition, career advancement

opportunities and career guidance facilitated through

training, skills development and coaching.

We shall provide a career based on challenging

work with a level of security, strong management

supported through detailed planning, with an

adequate compensation that is industry-competitive

and results-based.

Our suPPlIers We shall provide a sustainable long-term corporate

presence, financial security and organisational

discipline, market leadership that includes strong

share position and growth potential and a capacity

for strong representation in the marketplace.

We shall provide clear requirement provisions and

value-adding contributions, a cultural alignment

through shared values of integrity, loyalty, quality

and safety standards, a commitment through shared

vision, and open and timely communications through

properly established channels.

4 5

MIAMI

CANADA UK

BARBADOS

TRINIDAD & TOBAGO

JAMAICA

GUYANA

AUTOMOTIve & INDUSTRIAl eqUIpMeNT

eNeRGY & INDUSTRIAl GASeS

FOOD ReTAIlING

FOOD/CONSUMeR DISTRIBUTION & lOGISTICS

TOURISM/HOSpITAlITY

FINANCIAl, pROpeRTY & OTHeR

INFORMATION TeCHNOlOGY & COMMUNICATIONS / OTHeR SeRvICeS

ANTIGUA

ST lUCIA

BAHAMAS

6 7

8 9

COntents

REPORTS

A Tribute to Bernard Dulal-Whiteway 11

Corporate Information 13

Corporate social responsibility: 14

report on the neal & Massy Foundation

Corporate social responsibility: 18

We are here

Chairman’s report 28

Chief Executive Officer’s Report 32

directors’ report 52

Board of directors 54

notice of Meeting 62

Management Proxy Circular 64

FINANCIALS

Independent auditor’s report 1

Consolidated Balance sheet 2

Consolidated Income statement 4

Consolidated statement of Changes

in equity 5

Consolidated Cash Flow statement 6

notes to the Consolidated

Financial statements 8

10 11

Bernard Dulal-Whiteway was born on October 22,

1946. he attained his primary school education at

Mon repos r.C. school and attended Presentation

College, san Fernando, from 1956 – 1964.

He then joined Texaco Inc. as a Trainee Accountant

and was awarded a Texaco Scholarship in 1966

to study accountancy in the united Kingdom. he

completed the examinations of the Association

of Chartered Certified Accountants in 1970 and

returned to trinidad in 1971 where he was employed

with Texaco until August 1972.

In september 1972 he joined neal & Massy

holdings as an accountant, and after holding many

senior positions in the Group was appointed Group

C.e.O. in september 2000. the majority of his

professional career at neal & Massy was spent in

the automotive Business unit. he rose to be the

CeO of neal & Massy Industries limited where he

led the $15million project to build the state-of-

the-art Automotive Assembly plant in Santa Rosa,

Arima – a first of its kind. The plant employed

over 1100 employees, many with whom he shared

special relationships. he remained one of the most

influential sources of knowledge in the local motor

vehicle industry.

since his appointment as Group CeO, the neal

& Massy Group grew significantly with annual

revenues increasing from us$400 million to over

us$1.5 billion and with a total employment of over

10,000 Caribbean citizens. In 2007 and 2008, he

steered the company through one of the largest and

most prominent transnational acquisitions in the

region – the acquisition of the Barbados shipping

& trading Company limited (Bs&t). under his

leadership, neal & Massy grew to be one of the

largest, CarICOM, public corporations in terms

of both revenue and shareholder earnings in the

English-speaking Caribbean.

A TRIBUTE TO BERNARD DULAL-WHITEWAY, C.A., F.C.C.A 1946 - 2009

throughout his career, he strongly believed in

building the human capital of the organization, and

the community at large. he consistently preached

and demonstrated the philosophy that ‘by working

with people, as a team, with clear goals and

objectives, we can produce outstanding results.’

Guided by this philosophy, he worked tirelessly

to build the leadership team of the neal & Massy

Group. His work in all spheres reflected the value

he put on people and on building and sustaining

relationships.

He also re-energized Neal & Massy’s community

contribution by increasing the funding of the neal &

Massy Foundation. the Foundation is a charitable

organization funded by the neal & Massy Group, in

existence for the past three decades. Soon after

his appointment as Group CEO, Mr. Dulal-Whiteway

sought to ensure that Group subsidiaries contribute

1% of their pre-tax profits to the Foundation.

Mr. Dulal-Whiteway served on many private

sector and public company boards, the main ones

being trintoc, Iscott, Betting levy Board, I.d.C.

and tIdCO. he was the Chairman of yara trinidad

limited and a director of republic Bank limited,

trinidad nitrogen Co. ltd., united Way of trinidad &

tobago and telecommunications services of trinidad

& tobago limited (tstt).

He participated in many Government-appointed

committees and represented this country as its

ambassador General at the taejon World Fair in

Korea in 1993. In that year, he also led a team of

Government officials and private sector businessmen

on an investment mission to the Far east.

Mr. Dulal-Whiteway also participated in the

Government’s Vision 2020 exercise as Chairman of

the Sub-Committee on Industry and Entrepreneurship

and he was also the honorary Consul General for

the republic of Korea

12 13

Mr. Dulal-Whiteway was one of the leading

businessmen in the Caribbean with a reputation for

integrity and fair play in his business dealings. his

nearly four decades of exemplary commitment to

trinidad & tobago’s business and social communities

has certainly contributed to our nation’s well-being.

his contribution was recognized nationally when he

was awarded the 2008 Chaconia Gold Medal, for his

meritorious contribution to trinidad and tobago in

the field of business, an honour well-deserved. He

was also recognized in 2008 with an aCCa Global

achievement award, which he received in the uK

from the aCCa.

We at the Neal & Massy Group wish to express

our profound sorrow over the passing of our leader,

mentor and friend, Bernard dulal Whiteway on

saturday, december 12, 2009. he was always the

consummate servant-leader who not only served

neal & Massy with humility, honour and distinction

but one who had the best interests of his country at

heart. We empathise with his wife, Cheryl and son,

Graeme and we will remember how Bernard lived –

with dignity, grace and passion. We will also continue

to uphold his legacy of exemplary performance and

embrace the values that he embedded in neal &

Massy.

BERNARD DULAL-WHITEWAY

DIRECTORS

a. lok Jack, Chairman

e.G. Warner, President & Group CEO

r. Balgobin

r. Bermudez

e. Boodasingh

t.M. Boopsingh

r.G. Cave

a.C. Fields

G.a. King

W.P. Lucie-Smith

Paula rajkumarsingh

B.W. young

SECRETARy

M.a. Phillip

ASSISTANT SECRETARy

C. Mascall

REgISTERED OFFICE

63 Park street

P.O. Box 544

Port Of spain

trinidad, West Indies

telephone: (868) 625 3426

Facsimile: (868) 627-9061

E-Mail: nmh@neal-and-massy.com

Website: www.neal-and-massy.com

COrPOrate InFOrMatIOn

REgISTRAR AND TRANSFER OFFICE

M.a. Phillip

63 Park street

Port of spain

AuDITORS

PricewaterhouseCoopers

11-13 Victoria Avenue

Port of spain

gROuP PRINCIPAL BANkERS

Citibank (trinidad & tobago) limited

12 Queen’s Park east

Port of spain

First Caribbean International Bank (trinidad &

tobago) limited

74 long Circular road

Maraval

First Citizens Bank limited

9 Queen’s Park east

Port of spain

rBtt Bank limited

55 Independence square

Port of spain

republic Bank limited

11-17 Park Street

Port of spain

scotiabank trinidad & tobago limited

scotia Centre

56-58 Richmond Street

Port of spain

14 15

COrPOrate sOCIal resPOnsIBIlIty: rePOrt On the neal & Massy FOundatIOn

the neal & Massy Group is committed not only to

building its business but also to making a tangible

contribution to society at large. the neal & Massy

Foundation (nMF) was created 30 years ago as the

main driver for the Group’s involvement in supporting

the development of the national community. In this

move neal & Massy was one of the pioneers, at a

time when Corporate social responsibility (Csr) was

not generally recognized as a requirement of good

business practice.

the stated mission of the Foundation is to

provide financial and other assistance necessary

for the development and improvement of society.

It emphasises four areas as strategic means of

bettering our community: education and training of

our young people; alleviation of poverty; support for

cultural projects and advancement of religion.

the Foundation operates through an independent

Board, led by its Chairman, Gaston aguilera, and has

become a major contributor to several nGOs and

charities across trinidad and tobago.

While the Foundation’s contributions have had a

significant impact in the wider community, many

companies across the Group have also made

contributions to the communities in which they

operate. several of these donations across the region

have been highlighted in the first few pages of this

year’s annual report. the following discussion will

report on the major projects undertaken by the

Foundation in 2009.

One of the projects that the neal & Massy Foundation

has proudly supported is the reintegration Foundation.

the reintegration Foundation is a registered nGO

that set out to build a rehabilitation centre for ex-

prison inmates of all religious denominations who

are willing to change their lives. the reintegration

of the inmates, to society, begins with the ‘Walk tall’

Programme at Maximum Security Prison in Arouca,

which includes the Pre-Release Stage in Prison and

the Post-Release Stage at the rehabilitation centre.

this year, the neal & Massy Foundation sponsored

building materials, valued at $100,000 toward the

construction of the centre at san raphael.

another project that originated within the Group

is the ‘Man to Man Programme’, a brother to the

‘Boys to Men—rites of Passage’ programme. ‘Man to

Man’ was launched this year through the impetus of

Sharon Inglefield, CEO, Nealco Real Estate Limited.

she believed that a development programme for

young men in her community was needed and with

the support of the neal & Massy Foundation, Mrs.

Inglefield hosted the eight-week programme at

Nealco’s offices in St Clair.

Approximately 40 young men participated; the

group comprised young men from Ms Inglefield’s

community as well as from the wider society,

including members of neal & Massy trinidad all stars.

the sessions involved discussions on many issues

that men struggle with at this stage of their lives,

including how to maintain positive relationships,

family life and responsibility, but also love of

country and the importance of ‘giving back’ to one’s

community.

Feature speakers included e. Gervase Warner,

Group CeO, neal & Massy; Gregory rousseau,

Industrial Court Judge; robert riley, CeO, bptt and

david O’Brien, Group senior Vice President, neal &

Massy.

the programme gave birth to the ‘Ingars’ Initiative,

led by a group of the participants, who wanted to

make a difference in their communities. they hosted

an event to collect canned food for orphanages across

the country as well as a clothes-collection drive

for families in need. One of the participants, Brent

acosta, was recently recognized by his company for

his commitment to community service.

another instalment of the Boys to Men programme,

sponsored by the Foundation, took place in the Port

of spain community, with close to 30 participants

from the East-West Corridor.

the Foundation also supported two major

developmental programmes in the Mayaro community.

the Boys to Men Programme, with 15 young, male,

participants, merged with a women’s programme

entitled successful Women on toward self reliance

(sWOts) in Mayaro, with over 60 female participants.

sponsored in part by the neal & Massy Wood Group,

employee participation in the programme was

significant and many employees gave of their time to

build relationships within the Mayaro community.

two young men from the Mayaro community, who

participated in the Boys to Men programme, were

compelled to improve their skills sets and enrolled

in a training programme at Metal Industries in

Marabella, south trinidad. Both individuals receive

grants from the Foundation to cover the cost of their

living expenses for the year while they attend school

in Marabella.

the merged programme was a major step for all

participants, under the guidance of facilitator Ian

Jeffers, in creating and building a more sustainable and

self-sufficient community. The results, particularly in

the sWOts programme, were inspiring. Participants

were led to continue their education, enrol in literacy

programmes, seek gainful employment, address

their health concerns and build their confidence to

find ways of overcoming challenges in their personal

lives. the Foundation has committed over $300,000

toward continuing the sWOts programme for the

next 18 months, going forward.

the Foundation also maintained its annual

commitment to supporting several nGOs. 32 nGOs

benefitted from grants valued at $378,000 in total.

In addition to the disbursement of annual Grants,

the Foundation also lent substantial financial support

to a number of organisations and causes, including

the following:

• ALTA

• Brasso Venado Government Primary School:

toward the purchase of materials for the school’s

infant class

• Brothers Road Empowerment Group

• Caribbean Educational Association: toward the

construction of the lantana hospitality training

Centre/Conference Centre in Gran Couva

• Caritas AIDS Ministry

• Classical Music Development Foundation of T&T

• Darren Ganga Foundation: toward a three week

sports and literacy summer camp in the south

trinidad

• Disabled Peoples’ International

• Exocubs Steel Orchestra

• Field Naturalists’ Club

• Fire Association of Trinidad and Tobago

• Junior Achievement of Trinidad & Tobago: toward

an after-school programme

• Just Because Foundation: toward setting up a

Computer Zone at the play/library area in the

Oncology/Paediatric specialty unit at eric Williams

Medical Sciences Complex

• KIND

• Lady Hochoy Vocational Centre: toward purchase

of uniforms for trainees

• Lopinot/La Pastora Spanish Heritage Festival

• Lorna Lashley, Save the Children Foundation

• Madonna Wheelers Cycling Club

• Moms for Literacy

• Morne Diable R. C. School

• National Centre for Persons with Disabilities:

toward a bursary to cover skills training

• Noble Douglas Dance Company Inc. - 2008 Dance

season

16 17

• Organs Soccer Clinic

• Rape Crisis Society of Trinidad & Tobago

• Rebirth House

• Rotary Club of Maraval: toward the Adopt a Child

Project

• San Fernando West Secondary Local School

Board

• Scotiabank: Women Against Breast Cancer 2008

• SEPOS Cultural Workshop Inc.

• Signal Hill Alumni Choir

• The Credo Foundation: $10,000.00 towards the

work of the organisation

• The Heroes Foundation

• The Immortelle Children’s Centre for Special

education

• The Oratory Foundation

• The Players Workshop

• The Salvation Army

• The Tall Man Foundation Arts Programme

• Tobago Scout Council

• Trinidad & Tobago Astronomical Society

• Trinidad & Tobago Blind Cricket Association

• Trinidad and Tobago Senior Games

• Tutors Inc., John Romero: $20,000.00 towards

construction of washrooms at school

• United Way Trinidad and Tobago

• UWI, Seismic Research Centre

• Youth Business Trinidad and Tobago

• Youth Training Centre

COrPOrate sOCIal resPOnsIBIlIty: rePOrt On the neal & Massy FOundatIOn

neal & Massy FOundatIOn FInanCIal hIGhlIGhts

2009 2008

$ $

Contributions received: 3,170,875 5,436,757

Other contributions 50,969 498,135

Interest Income 1,132,408 790,009

Total income 4,354,252 6,226,766

donations 2,553,272 1,489,653

scolarships 332,000 326,000

Other expenses 18,930 28,320

Total outflow 2,904,202 1,843,973

Surplus 1,450,050 4,382,793

Accumulated funds at year end 18,927,825 17,484,328

In addition to the Neal & Massy Foundation’s contribution in Trinidad & Tobago, several

subsidiaries across the region have impacted positively on the communities in which they

operated over the past year.

The following section highlights some of the Corporate Social Responsibility initiatives by

these companies.

18 19

Several companies in the Group have made significant

contributions to the education of young people across the

region. nine years ago, Illuminat (Jamaica) limited adopted

the yallahs Basic school, and that relationship continues

today. the company funds teachers’ stipends, provides

Group health and life Insurance coverage to teachers,

and annually hosts a Christmas event for the students and

staff. another Jamaican subsidiary, Gas Products limited,

has funded scholarships valued at JA$300,000 for the six

students who topped the Grade Six Achievement Test. The

company also committed to further support the students,

once they maintain their high academic standards.

In Barbados, BS&T has, since 1977, awarded two-year

scholarships to two students of the university of the West

Indies (uWI), as well as providing opportunities for these

young people to gain valuable work experience through

summer attachments.

In trinidad and tobago, the neal & Massy Foundation’s

commitment to education continues through the granting

of academic and technical scholarships to the children of

employees across the Group. Six scholarships were awarded

this year, with a total of 115 such scholarships to employees’

children since 1980.

we are Here to Grow

We believe that the successful

growth and development

of young people is rooted

in their education.

education provides one of

the best and most stable avenues

of growth for our youth

20 21

the neal & Massy Group’s Middle Management and Graduate training

Programmes have consistently been a success in trinidad and tobago and

Guyana. The programmes are intended to expose recent graduates to

on-the-job training and mentoring by experienced managers. This year,

the company hired 10 graduates of the programme in Guyana, and 13

in trinidad and tobago. the Middle Management training Programme in

both countries has also benefited many employees in our subsidiaries—25

mid-level managers in Guyana, and 60 in Trinidad during the past year.

subsidiaries across the region also took part in our leadership Competency

Programme, focusing on key competencies including building integrity,

good business judgement and people development.

In Barbados, BS&T offered its Management Skills Certificate Programme

for the second year, through the Cave hill school of Business, with funding

from the technical and Vocation education and training (tVet) Council.

An Executive Diploma in Management will be offered from January 2010.

In 2009, Bs&t employees also received training in First aid and CPr; hIV/

aids sensitization (through the Barbados Vocational training Board and

the hIV/aids Commission) and Customer service training.

this year also, Illuminat (Barbados) and neal & Massy Guyana received

awards from Quality Consultants limited, an independent agency that

measures employee satisfaction. the awards recognised improvements in

the companies’ workplace environments.

we are Here to Develop

Creating a

Groundswell of

loyalty, through

knowledge building,

leadership training

and mentorship,

our Graduate

training Programme

is surging forward

into a positive future

22 23

we are Here to Innovate

the neal & Massy Foundation is always keen

to support real changes that would positively

impact social problems in trinidad and tobago.

For a fourth year, the company hosted a

developmental programme called “Boys To Men:

Rites of Passage”, which was designed to prepare

young men between the ages of 14 and 21 for

their roles as men in society. the programme

was held in Port of spain but also, through neal &

Massy Wood Group, in Mayaro, where its success

has inspired the company to get more involved in

working with the community to help solve some

of its social issues. the community comprising

13 villages in the south-east of Trinidad has over

the years been affected by rapid changes amid

the development of an energy-based economy.

the successful Women On toward self reliance

Programme (sWOts) was born out of the need

to address serious issues faced by the women of

Mayaro, such as domestic violence, illiteracy and

poverty. the programme has been operating in

the Mayaro community for the past 18 months

during which time participants have undergone

extensive coaching, training and counselling to

allow them to realise their personal and career

goals and become self sufficient.

Our sWOts Programme

is innovatively designed to

help participants fly free of

a culture of dependency.

By encouraging self discipline

and self development

we are part of empowering

individuals to soar

in self reliance

24 25

Neal & Massy Executives lent special support to the Neal &

Massy trinidad all stars steel Orchestra by hosting several

training sessions for the band’s leadership to assist them

in building their management capabilities and an improved

team dynamic.

In Barbados, BS&T sponsored for the fifth year the popular

Crop Over event, ‘Pan Pun the sand’, at which neal &

Massy trinidad all stars was a headline attraction. roberts

Manufacturing, super Centre and daCosta Mannings also

sponsored several Crop-Over competitions and events.

sports has always been a constructive avenue of

expression for young people and with this in mind, Neal

& Massy Guyana donated Guy$2 million to the Guyana

Cricket Board, toward hosting a country-wide cricket

competition. United Insurance Limited continued its 20-

year plus partnership with the national sports Council of

Barbados in hosting the schools Basketball tournament as

well as the Barbados Chess Federation to promote interest

in the sport of chess in 23 schools.

In trinidad and tobago, neal & Massy automotive

limited’s commitment to the sponsorship of the Caledonia

aIa football league has again proved fruitful as the team

continued to perform excellently in local competition.

we are Here to Achieve

In supporting our

indigenous talent,

we are helping to bring

forth the shining examples

of brilliance in our midst.

as we help those in the

creative arts to achieve

their goals, we are

reminded that the sky

is the limit

26 27

we are Here to Care

High levels of stress-related illnesses are on the rise in the Caribbean

region and across the globe and in trinidad and tobago, neal & Massy

subsidiaries formed a group-wide wellness committee to educate

employees about lifestyle diseases. employee information sessions

were held to educate employees on a number of topics including

exercise and portion control and medical checks were reintroduced.

super Centre in Barbados also implemented a similar programme to

assist employees in achieving their daily fitness goals.

the neal & Massy Foundation donated tt$.5 million dollars toward

the purchase of a state-of-the-art digital mammogram machine for

the trinidad and tobago Cancer society, giving women increased

access to screening for breast cancer.

Bs&t formed a similar relationship with the Barbados heart &

stroke Foundation and made contributions toward the purchase of

stress testing equipment. also in Barbados, united Insurance limited

sponsored a new initiative to assist the Barbados Fire service in quickly

identifying hydrants and improving their response time to fires.

After Haiti was ravaged by flooding in 2008, group subsidiaries in

trinidad and tobago rallied together to raise funds for the construction

of a hospital, l’hopital Bon samaritain, in a rural village, to support

the country’s inadequate health care system.

It is our responsibility

not just as a corporate citizen

but as a member of the

community to reach out

and support the

less fortunate among us.

every contribution we make

touches the life of another

28 29

ChIaIrMan’s rePOrt

arthur lok JackChairman

“The Group’s Balance

sheet continues to be

strong and we are well

poised to take advantage

of new investment

opportunities, and

to benefit from any

upturn in the economic

conditions of the markets

in which we operate”

the performance of the neal & Massy Group has

been commendable despite the difficult economic

conditions which prevailed over the past year the

economic decline in the united states which gained

momentum in the last financial quarter of 2008,

spread to other major regions of the world, igniting

regional political tensions, and causing unprecedented

aberrations in corporate governance and instability in

financial markets, accompanied by a loss in consumer

and investor confidence, all of which contributed to a

fragile and challenging economic environment.

the Caribbean economies have not escaped

the consequences of the adverse world economic

environment. For example, tourism, the mainstay of

the economies of Barbados, Jamaica and the eastern

Caribbean, declined sharply, resulting in distressingly

low hotel occupancies during the important winter

season, even after aggressive promotional activity

and heavy discounting. here in trinidad and tobago,

we have not been immune to corporate collapse,

and the overall economy is in a state of contraction.

still, recovery is visible for the commodity markets

important to this country, and this bodes well for a

relatively stable outlook for the ‘energy engine’ of the

economy. the emphasis continues to be on creating

value and improving efficiency, as these will continue

to be key success factors in our businesses.

The Group adopted a number of financially

prudent, cost-management strategies to cope with

the eroding environment, and we performed credibly

for the Financial year ended 30th september 2009.

Group third party revenue increased by $722

Million from $7.7 Billion to $8.4 Billion, while profits

attributable to shareholders decreased by 8%

percent from $475 Million to $435 Million. earnings

per share also declined by 11% percent from $5.10

in 2008 to $4.53 in 2009.

30 31

ChIaIrMan’s rePOrt

The Board of Directors has declared a final dividend

of $1 per share which, when added to the 40 cents

interim dividend, will make a total dividend of $1.40

per share, the same as that declared in the previous

year.

While our operations faced significant challenges,

the strength of our diversified Group provided us

with the resilience to respond, and to compensate

for setbacks in some of our operations.

the integration of Barbados shipping and trading

Company limited (Bs&t) into the Group continued

over the past year, since its acquisition in March

2008, and we continued to reorganize our businesses

around industry lines to add focus to our operations,

while expanding the Group’s leadership structure.

Our business units are now identified as: Automotive

& Industrial equipment, energy & Industrial Gases,

Food retailing, Food/Consumer distribution &

logistics, tourism/hospitality, Financial, Property &

Other and Information technology/ Communications/

security services.

the Group’s Balance sheet continues to be strong,

and we are well poised to take advantage of new

investment opportunities and to benefit from any

upturn in the economic conditions of the markets in

which we operate.

the importance of good corporate governance as a

prerequisite to the preservation of the integrity of the

Group cannot be overemphasized. In light of recent

developments, both home and abroad, our Corporate

Governance and audit Committees continued to

closely monitor our subsidiaries. We continued to

strengthen and refine the set of processes, customs,

policies, laws and institutions that guide the way our

Group is directed and run, thereby ensuring that

we continue to operate at the very height of good

corporate governance as well as serve our customers,

shareholders, employees and society in general.

this year, e. Gervase Warner was appointed to the

position of Acting Group Chief Executive Officer, while

Bernard Dulal-Whiteway our Group Chief Executive

Officer, proceeded on personal leave. A detailed

biography of Gervase Warner follows in the Chief

Executive Officer’s Report.

sadly, at the end of this year we bade farewell to

Bernard who passed away on december 12, 2009. On

behalf of the neal & Massy Group, I offer condolences

to his family and join in celebrating the outstanding

life and career of a leader of extraordinary talent,

whose astute business sense was equally matched

by his warmth, sense of fair play and humanity.

With him at the helm, the neal & Massy Group became

one of the largest CarICOM public corporations, both

in terms of revenue and shareholder earnings.

Bernard’s emphasis on building the human capital

of Neal and Massy while making a significant

contribution to the national community has led to

the development of a strong and dynamic leadership

team within the Group.

In closing, I wish to thank our valued customers

and suppliers, employees, shareholders, executives

and my fellow directors for their continuing support

and goodwill. On behalf of the board I take this

opportunity to extend congratulations and best

wishes to Gervase in his new role as President and

CeO of the neal and Massy Group of companies.

32 33

ChIeF exeCutIVe OFFICer’s rePOrt

e. Gervase WarnerPresident & Group Chief Executive Officer

Given the difficult economic conditions that prevailed

over the past year, the performance of the neal &

Massy Group has been commendable. the Group

weathered declines in tourism, energy, construction

and automotive sectors throughout the Caribbean

and precipitous declines in the foreign exchange rate

in Jamaica.

the Group faced a number of unfavourable

circumstances in 2009 which are not expected to

recur (certainly not simultaneously) in 2010. With the

BS&T acquisition, Neal & Massy acquired a few loss-

making operations whose losses were exacerbated

by the crisis. Significant turnaround efforts were

undertaken at daCosta Mannings, almond resorts

and Bahamas supermarkets and these efforts are

already starting to show some results.

despite these challenges the Group did well to

increase revenues by 9%, while limiting profit after

tax decline to 4% from $505 million in 2008 to $484

million in 2009. Furthermore, the Group generated

a healthy cash flow of $561 million (as compared to

negative $71 million in 2008) to end the year with

$958 million in cash.

In the 2008 annual report, which noted the then

emerging financial crisis, the Group pledged to

focus on protecting and strengthening its balance

sheet, aggressive management of working capital

and address non-performing assets. As promised,

management focus in 2009 was directed to setting

realistic expectations for the evolving economic

decline, proactively reducing costs, carefully

managing working capital, and to tightening risk

management and controls. the Group’s balance sheet

demonstrates the effectiveness of these strategies

as the Group is well poised to continue to weather

the economic downturn and to re-engage its pursuit

of profitable growth.

• Attended St. Mary’s College and won an

additional scholarship from Government

of trinidad and tobago in 1983

• Graduated from University of

Pennsylvania with Bachelor of

engineering degrees in electrical

engineering and Computer science

engineering in 1988.

• Worked with AT&T as a Computer

Consultant and systems engineer from

1988 to 1991.

• Earned a Masters in Business

administration (MBa) from harvard

Business school with honors in 1993.

• Worked at McKinsey & Company from

1993 to 2004 where he became a partner

in 1999. Consulted to public and private

sector clients and developed extensive

experience in Financial, Information

technology, telecom and Petroleum

sectors.

• Joined Neal & Massy in 2004 as the

Executive Chairman for the Energy

Business unit. later in 2004, Mr.

Warner was appointed to the neal &

Massy holding Board of directors. In

2008, the energy and Industrial Gases

Business units were combined under

his leadership. In May 2009, Mr. Warner

was appointed acting Group CeO and

was confirmed as the Group CEO in

december.

• Mr. Warner has been married for 20

years and has 2 children. he is an

active triathlete and participates in

international marathons and triathlons.

34 35

ChIeF exeCutIVe OFFICer’s rePOrt

earnInGs Per share tt$. ¢.

WeIGhted aVeraGe nuMBer OF OrdInary shares In Issue thOusands

reVenue tt$MIllIOns

PrOFIt attrIButaBle tO sharehOlders tt$MIllIOns

1500

100

1.00

80,000

3000

200

2.00

85,000

4500

300

3.00

90,000

6000

400

4.00

95,000

7500

500

5.00

100,000

105,000

9000 6.00

110,000

2000

2000

2005

2005

2000

2000

2005

2005

2001

2001

2006

2006

2001

2001

2006

2006

2002

2002

2007

2007

2002

2002

2007

2007

2003

2003

2008

2008

2003

2003

2008

2008

2004

2004

2009

2009

2004

2004

2009

2009

2,387

142

3,554

249

1.37

103,559

2.80

2,459

159

4,202

299

1.51

105,204

3.37

88,862

2,560

165

5,086

369

1.85

88,822 88,822 88,822 88,822

4.15

88,875

2,796

169

7,704

475

1.90

5.10

93,019

3,045

216

8,426

435

2.43

4.53

96,069

36 37

ChIeF exeCutIVe OFFICer’s rePOrt

the rest of this report provides triple Bottom line

reporting consisting of a Financial review, including

an operation review of each line of business, a health,

safety, security and environment (hsse) review

and a review of our Corporate social responsibility

initiatives and investments.

FINANCIAL REVIEW

hIGhlIGhts:

• Group third party revenue grew by 9% to $8.4

billion

• Profit before tax declined by 6.6% from $706

million in 2008 to $659 million in 2009

• Profit after tax declined by 4% from $505 million

to $484 million

• Weighted average outstanding shares increased

from approximately 93 million to slightly over 96

million shares in 2009, as the shares issued to

Bs&t shareholders were included for the full 12

months

• Earnings per share was $4.53 - 11% lower than

in 2008 when ePs was $5.10

• Group debt declined by $259 million to $2,175

million

• Debt to equity ratio improved from 95% in 2008

to 79% in 2009

• Current ratio also improved from 1.17 in 2008 to

1.21 in 2009

• Free cash flow improved significantly from

negative $71 million in 2008 to $561 million in

2009

PrOFIt and lOss:

The Group revenue increased by 9% while the Profit

Before Tax (PBT) fell by 6.6% and EPS declined by

11% from $5.10 to $4.53. the increase in revenue

reflects the full years’ contribution from BS&T in

2009, versus just seven months in 2008. Bs&t

was acquired on the 1st March 2008, without the

contribution from Bs&t; the Group’s revenue would

have declined by $300 million or 6%. PBt from

BS&T increased in 2009 with a full year of profit

consolidated versus only 7 months in 2008.

In 2009, the simultaneous impact of the global

economic crisis with the inheritance of some under-

performing companies with the Bs&t acquisition

erased the strong performance by many companies.

some of our operations which were negatively

impacted by the downturn are:

• Pres-T-Con Ltd and Tracmac Engineering Ltd. were

adversely affected by the decline in construction

sector projects and activities

• Energy Services and Production companies were

hurt by oil, gas and petrochemical commodity

price collapses

• Jamaican operations with USD loans were

punished by Jamaican currency devaluation

• Automotive sales in Trinidad and Barbados

declined as new vehicle sales dropped with

consumers delaying new vehicle purchases

• Almond Resorts suffered because of low

occupancies and reduced rates affected by the

late opening of hotels under renovation and

by the downturn in u.K., u.s. and european

economies, which contributed to the contraction

in the tourism sector in Barbados and st. lucia.

Group-wide cost reduction initiatives helped

energy and Industrial Gases, Information technology

and Communications, retail and distribution/Food

Manufacturing and logistics, and Financial services

Business Units; all increased profits over 2008.

Particularly pleasing were results from our Guyana

operations.

In the Bs&t acquisition, the Group inherited some

under-performing companies and major turnaround

efforts were successfully undertaken in 2009. In

2010, turnaround efforts will continue at Bahamas

supermarkets, Warrens Motors and almond

resorts.

the impact of the cost reduction and turnaround

efforts was seen throughout the year as the Group’s

operating profit margin increased consistently over

the final 3 quarters of the year, improving from 6.6%

in the first quarter to 8.9% in the final quarter of the

year.

Interest costs increased from $71 million to $108

million, primarily due to the cost of funds used in

the acquisition of Bs&t, which was reported for 12

months in 2009 as opposed to 7 months in 2008.

The taxation charge for the Group declined to

$175 million, compared to $201 million in 2008.

this reduction was due to both a slight reduction in

the effective rate from 28% to 27% as well as the

reduced profitability.

The profits attributable to shareholders declined

by 8% from $475 million to $435 million, while the

ePs fell by 11% from $5.10 to $4.53. the weighted

average shareholding increased 3% in 2009, as

the ePs was based on 93 million shares in 2008 as

opposed to 96 million shares in 2009.

notwithstanding the above, the Group’s

diversification strategy in the last three years has

proven successful. the Group has demonstrated its

resilience to simultaneous challenges in multiple

territories.

BalanCe sheet:

The Group’s financial condition and balance sheet

remain strong. total assets remained at $8.3 billion

at september 2009. disciplined efforts to improve

working capital management and protect cash

produced handsome results. While revenues grew

by 9% in 2009, inventory reduced by 17% and

receivables reduced by 8%. the health of the Group’s

balance sheet improved.

Cash generation across the group improved

significantly with $1billion in cash generated from

operating activities. eBItda increased by 17% and

working capital decreased by $267 million. there

were lower levels of inventories and receivables,

particularly in the automotive & Industrial equipment

Business unit. total borrowings of the Group declined

from $2.4 billion to $2.2 billion, mainly due to the

decline in our working capital borrowings. this

resulted in a reduction in the gearing from 37% to

27%.

Our net assets per share increased from $27.64 to

$28.64. share capital increased from $512 million to

$522 million mainly with the issue of 172,000 shares

under the stock option plan.

Our investing activities utilized $284 million in cash

during 2009, compared to $$1.5 billion in 2008. this

included the acquisition of additional property plant

and equipment of $247 million. dividend payments,

including payments to minority shareholders,

increased from $146 million to $166 million.

the Group has been fully compliant with all debt

covenants as of september 30th, 2009 and has

adequate financial resources to support its anticipated

short- and long-term capital obligations.

LINE OF BuSINESS OPERATIONAL REVIEW

Automotive and Industrial Equipment Business

unit

this Business unit had a very challenging year as the

general decline in economic activity resulted in reduced

demand for new vehicles and construction equipment,

particularly in the second half of the financial year. The

management team quickly responded to the changing

38 39

ChIeF exeCutIVe OFFICer’s rePOrt

economic conditions and was able to increase relative

market share in most areas, while simultaneously

reducing inventory levels and operating costs. the

unit also adjusted its manning levels, mainly in the

areas of contract and temporary employees, and

is now well poised to benefit from any increase in

general economic activity.

Neal & Massy Automotive Limited increased its

market share in a declining market by implementing

innovative strategies in conjunction with the major

principals. This also resulted in a significant reduction

in inventory levels and associated carrying costs.

the used car division achieved record sales during

the second half of the year, through an increase

in the demand for lower cost vehicles. Customer

service continues to be an area of major focus for the

management team, and although some improvement

was achieved during the financial year, a number of

new initiatives will be implemented in the coming

year.

City Motors (1986) Limited continued to be

seriously affected by uncompetitive pricing from

the principal and to a lesser extent by some quality

issues with the Peugeot brand. the company

however continues to remain profitable by prudent

management of its operating costs.

Master Serv Limited also had a strong year

mainly due to an increased demand for “after market”

spare parts as consumers sought to reduce vehicle

maintenance costs.

Tobago Services Limited had an excellent year,

exhibiting double-digit growth. TSL benefited from

an increased demand for new vehicles in the first

half of the year and introduced new product lines, in

collaboration with other Group companies.

Best Auto Limited continues to increase its

market share and profitability, despite some supplier

challenges from its principal.

Automotive Components Limited performed

creditably in the face of increased competition. the

removal of tariff protection on batteries saw the

influx of a number of new players, resulting in a loss

of market share. however, the company responded

by improving the efficiency in its manufacturing

operations, reducing warranty costs consistent with

improved product quality and reducing costs in all

areas of operation and thereby achieved significant

profit growth despite the reduced market share. ACL

introduced a number of new initiatives in the last

quarter in an effort to regain lost market share and

thus far, they are showing promise.

Tracmac Engineering Limited faced the greatest

challenge of all the companies in the automotive &

Industrial equipment Business unit, as there was a

sharp decline in construction activity from as early

as the first quarter of the financial year. Tracmac’s

management team rose to the challenge and

responded quickly by drastically reducing inventory

levels and operating costs, while increasing market

share. these efforts resulted in an acceptable return

on sales for the financial year under review and the

creation of a platform for a return to growth in the

next year.

Associated Industries Limited (Ainlim) in

Guyana has strengthened its product support

capability, and will continue a strategy of building

excellence into its after-market service for the

machinery and automotive businesses. Its distribution

businesses, especially the down trade segment,

remain very strong, and recorded another year of

growth.

Warrens Motors operating in the high-end vehicle

market in Barbados, recorded a loss for the year.

although vehicle sales were weaker than anticipated,

freezes on new orders significantly reduced inventory,

while various operational changes and cost reductions

throughout the business improved the operating

result over the previous year. Higher efficiency and

productivity in after-sales services will be the focus

of the dealership in the coming year.

Dacosta Mannings Auto & Industrial

Department in Barbados delivered a creditable

performance over the past year. In the latter part of

the year, the tyre centres at Warrens and Brandons

were consolidated into the Brandons location.

this division will continue to improve its product

offering, service and efficiencies in the upcoming

fiscal year.

Energy and Industrial gases Business unit

2009 was a year of adjustment. Following several

years of booming activity and rising commodity

prices, the energy and Industrial Gas companies

were forced to adjust to a new reality. several

new projects were postponed indefinitely, and our

upstream and downstream clients all adopted heavy

cost reduction initiatives which put pressure on most

companies in the Business unit. rapid response

through cost reduction, receivables management

and tightening of credit and contracting controls all

helped companies in the unit minimize the impact

of these adverse developments. Opportunities

arose in maintenance services as many plants

incurred voluntary and involuntary shutdowns while

commodity prices weakened.

Neal & Massy Energy Limited - Nascent recovery

is apparent for energy commodity prices, which

bodes well for the near-term outlook for the energy

sector in trinidad and tobago. however, the lack

of success in upstream exploration license awards

is a reason for concern. trinidad and tobago must

accelerate exploration activities in order to continue

the production and plant utilization rates that it

currently enjoys. new gas in particular, must come

on-stream to revive the growth rates the energy

sector experienced in the past.

It’s 50% co-owned company, Neal & Massy

Wood group (NMWg), has broadened its market

penetration providing maintenance to Methanex

trinidad limited. the ongoing work, with bptt’s

strategic Outsourcing Contract agreement (sOCa)

and with BG T&T, has met performance expectations

despite the energy market conditions. nMWG is

proud of its hsse achievements as it approaches 4

million man hours without a lost time Incident.

Neal & Massy Energy Services Limited

(NMESL), the products and service solutions

business, had a disappointing year with some

mixed fortunes. The products side of the business

suffered from reduced expenditure in market capital

spares. however, the service side of the business

enjoyed growth in the rotating equipment services

and equipment repair and preventative maintenance

services of 170% and 42% respectively. Going

forward, the company is completing the integration

of the sales team and the wider integration of nMesl

and nM Insertech (Caribbean) limited (nMICl) to

increase productivity and efficiency in operations.

NM Insertech (Caribbean) Limited. had a very

successful year growing its PBT by 56%. Significant

successes were the completion of electrical and

instrumentation construction services for two offshore

platforms, the continued support for construction of a

gas- to-liquids plant and the building of a new ethanol

plant. The company continues to be a significant

supplier of technical resources, valve services and

technical equipment to the energy-based industries

in trinidad and tobago and the region.

40 41

ChIeF exeCutIVe OFFICer’s rePOrt

Neal & Massy Energy Resources Limited

(NMERL), the production operation arm of nMel,

had a very challenging year. though the production

of oil was above target the steep decline in oil prices

eroded these benefits. The company’s effective cost

management resulted in a marginally positive net

profit for the year. NMERL embarked on a number of

Qhsse initiatives, including the construction of a new

Fiscalization Facility at the Moruga West operations

and the implementation of systems for achieving full

compliance. For the year ahead, the company will be

focused on obtaining new exploration and production

licenses.

Neal & Massy Supply Chain Integrators

(NMSCI) a joint venture company with alaska

supply Chain Integrators and now in its second full

year of operation, continued to provide procurement

and warehouse services to the nMWG sOCa project.

nMsCI also secured two contracts with atlantic lnG

to operate their warehouse facilities in Pt Fortin.

Strategies to expand the business, within the

energy-based industries, will continue in the coming

year. nMsCI performed well over the past year, both

financially and in being HSSE compliant, without any

lost time Incidents.

Industrial gases Limited (IgL) enjoyed a

challenging but successful year. the demand

for oxygen, acetylene and welding supplies was

adversely affected by the collapse of the scrap

metal industry. These gaps were filled by the heavy

demand for argon, needed for new plant construction

activities and for nitrogen from the downstream

process plants for new plant commissioning and

major plant shutdowns. the business overcame

several supply challenges facing interruptions in

raw carbon dioxide, as well as nitrogen and argon

supplies. the issue of the long term reliability of

nitrogen, oxygen and argon will be resolved with

the proposed start-up in the last quarter of 2010 of

a relocated air separation Plant by air liquide, our

joint venture partner. In addition, IGl is evaluating

its production capacity for high quality food grade

carbon dioxide.

Trintogas Carbonics Limited experienced a

marginal increase in revenue however the profit

before tax was lower than the previous year because

of reduced plant efficiency and reliability.

Caribbean Industrial gases Limited again

performed well, achieving its budgeted profits as

well as an excellent safety record. The plant was

successfully expanded to facilitate higher production

levels. The company is expected to reap the full

benefits of this expansion after a planned overhaul

of its main compressor train scheduled for the latter

part of the 2009/2010 financial year.

NM Petrochemicals Services Limited benefited

from a number of planned and unplanned catalyst

change-outs at the methanol and ammonia plants

and exceeded budgetary expectations.

gas Products Limited (gPL) produced favourable

operating results during 2009, despite the severe

impact of the global economic downturn on the

Jamaican economy which resulted in a very difficult

operating environment. A significant devaluation of

the Jamaican currency (22.6%) in the first half of the

year and the associated loss on the US$-denominated

loan eroded its favourable position and GPl was

unable to meet its financial targets. During the year,

GPL made significant progress in developing a new

business segment and now actively markets lPG for

non-cooking applications (NCA) which include water

heaters, dishwashers, boilers and standby power

generators.

Cool Petroleum Limited (CPL) owned 40% by

the energy and Industrial Gases Group, suffered from

the same devaluation loss problem that inflicted GPL.

however, given CPl’s debt burden, these losses wiped

out profits and resulted in an earnings loss to Neal

& Massy. While the business continues to generate

healthy cash flows and services its debt payments,

declining oil prices have reduced the gross profit

margins and adversely affected profitability. CPL will

continue its HSE excellence, cost reduction initiatives

and product diversification strategies into the new

year.

Demerara Oxygen Company Limited (DOCOL)

in Guyana, commissioned a new LPG filling plant in

2009 and this contributed to greater efficiency and

productivity. It also facilitated the closure of the

secondary plant at new amsterdam and products are

now bottled in the Georgetown area and transported

throughout the country. the company continued to

strengthen its HSSE culture and was recertified for

IsO 9001: 2000 during the period.

Dacosta Mannings Texgas in Barbados

experienced increased costs in transportation and

in maintenance of cylinders, however the unit

performed reasonably well. the division will continue

to strive for increased market share while seeking

innovative ways to reduce expenses in the following

fiscal year.

Food group Business unit

Food Retailing

TDL Retail (Hilo Food Stores, LB’s and

FoodMaster’s) had another challenging year,

fraught with food price inflation and the tightening

economic climate having a negative impact on

consumer behaviour. strict cost management,

however, resulted in a creditable performance for

the company when compared to the previous year.

Staffing the stores, particularly in the north and west

of trinidad continues to be a challenge, and has again

negatively impacted customer service. during the

year the Chaguanas store was expanded and work

on a major refurbishment of our alyce Glen store

was also undertaken.

Super Centre Limited had a strong start to

the financial year compensating for a slow last

quarter which signaled a significant slow-down in

the Barbados economy. the company met sales

and profit expectations and continues to build on

developing product selection through direct buying

and adding value to the fresh food offering. super

Centre showed strong support for local agriculture

and plans to create added value products to further

support the industry going forward.

The knights Pharmacies chain also performed

well and strategies are being developed to further

incorporate pharmacists in overall health care

management.

Food/Consumer Distribution & Logistics

Marketing & Distribution (M&D) was able

to again deliver record improved revenues and

profits, notwithstanding the weakened economic

environment. M&d’s trading departments–Food &

General Merchandise, Geddes Grant, Pharmaceuticals,

agricultural & Industrial Chemicals and Cigarettes–all

delivered commendable performances. the Food &

General Merchandise and Geddes Grant departments

continue to adapt swiftly to changes in consumer

behaviour. In the new financial year the company

will focus on improving operational efficiencies while

actively pursuing new business opportunities and

exploring new business models to respond to the

changing competitive landscape.

42 43

ChIeF exeCutIVe OFFICer’s rePOrt

Huggins Shipping and Customs Brokerage

Limited had a year of flat earnings although

customer count grew and service levels continued

to be high. huggins sustained its position as the

service provider of choice in the gas and oil sector.

all units of the companies’ operations performed

well and are poised to repeat their performance in

2010.

Melville Shipping Limited performed credibly.

While its profits declined, the company continues

to develop its reputation as a leader in the shipping

industry, balancing sound financial performance with

quality service. Melville is well positioned for future

growth and adheres to the highest levels of hsse

best practices in servicing a demanding customer

base.

Trading & Distribution Incorporated (TDI) in

Guyana recorded flat earnings during the year due

to price competition in key product categories and

excess inventory holdings, resulting in increased

working capital costs. While challenges still remain

in the consumer foods environment including weak

demand in some areas, the outlook for stabilization

in commodity prices appears more favourable. tdI

continues to focus on developing its downtrade

distribution business and on expanding its local

representation of international and regional brands.

S.B.I Distribution in Barbados performed

well during the year under review. A strong first

half sales performance enabled SBI to exceed

budgeted expectations. Efficiencies gained through

its warehouse It system together with changes to

delivery methods and consolidation of its cold storage

provided cost savings and enhanced profitability.

SBI acquired the Pfizer line during the latter part

of the year and has plans to further develop its

pharmaceutical division. Plans for the new fiscal

year include increased focus on greater penetration

into the smaller retailers’ segment along with

exploring other expense control initiatives. knights

Limited (Trading as Rainbow Products) faced

competition from international tissue paper product

brands however careful management resulted in

satisfactory financial results.

Agro Chemicals Incorporated experienced a

challenging year. despite reduced demand and

unavailability of certain products from key suppliers,

this company produced satisfactory results which

were just below those of the previous year.

BS&T International Development (Miami),

a procurement business for Caribbean retailers,

performed well, and will look for opportunities to

expand the number of markets serviced during 2010.

the integration of this unit with neal & Massy Inc,

also in Miami, will be completed this year.

Peronne Manufacturing achieved operational

profitability over the past year with a more focused

product line of processed and prepared meats.

notable growth of the gourmet range in the super

Centre supermarkets, together with increased sales

of frozen bulk meat to commercial kitchens and the

trade, also bolstered Peronne’s performance. In

2010, Peronne will improve the availability of its

products through its distributor sBI distribution

Inc.

Booth Steamship experienced a considerable

decline in overall cargo volumes handled at the

Bridgetown Port and accordingly its results were well

below target and those of recent years although it

maintained market share with the Crowley line.

Dacosta Mannings Shipping fared somewhat

better with its trans-shipment business through

trinidad on the Bernuth line but also fell below

expectations. Indications are that low volumes of

imports into Barbados will continue through much

of the new financial year due to reduced demand.

Roberts Manufacturing has shown an improved

financial position for the year under review after

being faced with high input costs in the previous

year. reductions in energy costs followed by

commodity prices after the first quarter of the

financial year together with a comprehensive review

of the cost and production of all product lines have

allowed for the improvement in earnings. the

removal of the Common External Tariff on soybean

oil and margarine in some regions of the OeCs and

in Trinidad and Tobago has, however, reduced export

sales and earnings. For the year ahead, further

production efficiencies are anticipated with proposed

improvements to the soybean oil bottling line, and

improved production planning on the Margarine

lines.

Pinnacle Feeds had a reasonably successful year

after starting with high fuel and commodity prices.

Prices paid in the first quarter of the financial year for

corn and soybeans were the highest ever recorded

since the company began operating. however,

reductions in commodity prices during the financial

year allowed for feed price reductions in February,

april and July 2009.

H.D. Hopwood & Company Limited had a

successful year, despite a steep devaluation in

the Jamaican dollar, and a resulting contraction in

demand across all areas of business. By rapidly

adapting to the changing business environment and

adjusting costs, the company was able to protect and

improve its operating margins. during the year, the

company undertook several initiatives to improve

employee engagement and they were well received

by the staff. In addition, investments were made in

leadership development activities that were aimed at

building a high performance team.

Tourism / Hospitality

Almond Resorts Incorporated had a difficult

year in 2009. the late opening of Casuarina Beach

Club and almond Beach Club into a depressed world

economic climate resulted in unanticipated losses.

Worldwide, the tourism sector, dependent as it is

on discretionary spending, suffered great losses.

at almond, revenue and average rates declined as

occupancy and average daily rates fell well below

projections. arI’s marketing efforts yielded better

occupancy levels than many other hotels in Barbados

but still well short of break-even requirements. The

arI management team took steps to operate more

efficiently and implemented cost reduction strategies

across the organization. arI also reduced utility costs

through various “green” initiatives.

ARI is Neal & Massy’s first foray into the tourism

and hospitality sector. arI and its investments in

Casuarina Beach Club are prime property locations

in Barbados. We recognize the potential for

development projects at the Beach Village location

and are encouraged by the growing popularity of

the Casuarina Beach Club. there is an air of prudent

optimism as the world economies gradually climb out

of recession and arI anticipates a better year based

on anticipated increase in the demand for travel.

Financial Services

united Insurance in Barbados was spared the

consequences of hurricanes or any other major

catastrophic events, and experienced a good

underwriting result in a very competitive environment.

While its investment earnings were down in the first

half of the year, these recovered reasonably by the

close of the year. the company has placed more

44 45

ChIeF exeCutIVe OFFICer’s rePOrt

emphasis on the management of its brand and

marketing, which should redound to the benefit of

the company in the coming years. the company

continues to seek ways to diversify and spread its

risks within and outside of the region to mitigate

against the impact of large losses to the portfolio.

United has retained its ‘A- Excellent’ A.M. Best rating,

the highest awarded to Caribbean insurers.

general Finance Corporation (gFC) maintained

its revenue and operating profit at 2008 levels,

despite the substantial contraction in its major areas

of business. the higher cost of funds was offset by

reductions in operating expenses, while the level

of loan delinquency continued to match industry

standards. the company continues to pursue a

strategy of widening both its customer and depositor

base.

Neal & Massy Remittance Services Limited

was adversely impacted by the shrinkage in the

personal remittance industry worldwide. transaction

volumes were down with a resulting decrease in

foreign currency available for trading.

NM Services Limited (NMSL) in Guyana realized

improved earnings from its equipment financing

business, Customs and shipping and that, together

with stable performance for the remittance business,

enabled the company to achieve targets. the focus

will now be on increasing its market share in the

shipping business.

Magna met targeted expectations in all but one

territory and continued its growth in the region

despite a slow down in consumer spending in 2009.

The company achieved growth by expanding its

overall loyalty processing services to some of the

larger clients, particularly in trinidad. Jamaica also

added 51 new locations during the year. Magna

has grown to 1.35 million customers across the

region. 2009 saw over 15 million transactions and

$3.8 billion in retail purchases conducted through its

retail partners. Growth for 2010 is expected to be

achieved through new revenue streams from other

loyalty processing services, together with further

penetration of its existing markets.

SurePay, a division of Illuminat (Barbados) limited,

had another successful year and has maintained its

position as the dominant provider of electronic bill

payments based on an increase in transactions and

collection points for a number of utility, financial and

insurance companies, which in turn has enabled a

high level of convenience to consumers island-wide.

new services are being developed to be introduction

during the new year.

Properties/Construction Services

Pres-T-Con group (Pres-T-Con, RABCO Construction

and Pres-T-Con Equipment) was affected by the

global recession, coupled with the Government’s

downward adjustment to its Budget. Faced with a

major decline in construction projects, Pres-T-Con

Group made the necessary adjustments to maintain

its leading position as the preferred manufacturer of

pre-stressed concrete products and deep foundations

installation contractor in trinidad and tobago and

throughout the Caribbean. Over the past year, Pres-

T-Con Group successfully undertook a new venture

into alternative deep foundation at Petrotrin’s

Refinery utilizing Continuous Flight Auger Cast piles.

Pres-T-Con Group’s plans for the year ahead include

penetration of the Guyana market, improved product

offerings and enhanced efficiencies.

Nealco Properties Limited (NPL) placed major

emphasis on its cost savings and customer service

strategies throughout the year with the objective of

retaining an occupancy rate above 95%. Focus on

routine and major upgrade maintenance continued

to support the market value of its properties. a major

upgrade was completed on one of the properties in

San Fernando. NPL’s revenue and profit increased

over the previous year.

Nealco Real Estate Limited (NREL) continued

to record a satisfactory performance. the company

continued to build its client base and has been able

to steadily increase its market share in consultancy

and property management services. nrel’s

expertise, experience and integrity in the real estate

market augur well for continued growth in a highly

competitive market.

S.P. Musson Son & Company Limited in

Barbados produced enhanced results over budget

and the previous year through sales of house lots

primarily in its development at Friendly hall, st. lucy.

although rental increases have not been possible

because of reduced retail activity, high occupancy

levels in its properties and those under management

including sunset Crest have supported earnings. the

company recently began a new land development at

Gemswick, st. Philip and also continues to grow its

general real estate services under the Musson realty

brand.

The Pierhead Project has been rekindled since

neal & Massy’s acquisition of Bs&t. In order to

identify options for a new neal & Massy/Bs&t led

initiative, an advisor has been retained to interact

with various consulting parties as well as the Barbados

Government to prepare a high-level plan. Pending

the result of the consultations and the development

of the concept plan, decisions on the next step,

whether to work independently or jointly with the

Barbados Government, will be taken.

Information Technology & Communications

(ITC)/Other Services

The ITC Business Unit closed the year exceeding its

3-year profit growth target set in 2006. On a year-

on-year basis, 2009 showed growth in profit and

strong free cash flow and shareholder value added

performances.

Illuminat (Trinidad & Tobago) Limited

showed gains in all of its key measures, significantly

improving its customer satisfaction ratings and

growing its profit. Among the major successes during

the year were contracts in transport, health, finance

and energy. Next year the company will provide new

services and higher bandwidth at lower costs through

its upgraded broadband network; as well as bring an

expanded range of HP, Avaya, Education and CISCO

solutions to the market. It will also accelerate its

efforts to penetrate latin america for its retail and

Oracle solutions.

Illuminat Barbados and Eastern Caribbean

strengthened its market position with significant

achievements in the financial, education and

government sectors through the implementation

of new technologies in tandem with a number of

its international partners including hP, nCr, avaya,

Oracle and Motorola. additionally, it enjoyed market

share gains with its Xerox imaging and printing

solutions portfolio within antigua, tortola and

surrounding islands. In the coming year it will launch

the Internet-based version of its highly successful

surePay bill payment service.

Illuminat Jamaica’s performance was adversely

affected by a challenging economic environment.

Many private and public sector projects were delayed

and Jamaica experienced significant currency

devaluations further reducing profits. The company,

however, deepened its penetration of the key

46 47

ChIeF exeCutIVe OFFICer’s rePOrt

education sector with a significant win for PCs and

multimedia equipment for 178 secondary schools.

It also reduced its dependence on foreign resources

through local capability building, and successfully

launched new offerings which will increase the flow

of recurring revenues in the coming years.

Pereira & Company Limited exceeded all

financial targets and received an outstanding service

rating from its customers. In 2009 the company

embarked on a programme of regional expansion,

introducing diebold in Barbados and Pitney Bowes in

Guyana. In trinidad and tobago rICOh continues to

be the market leader in office equipment, while the

Toshiba brand significantly exceeded its targets. The

furniture and office interiors division almost doubled

its profits and the software division experienced

notable success with wins in both the financial and

office equipment areas.

Three Sixty Communications, our long-distance

communications provider, delivered strong growth in

the key enterprise services revenue stream. Overall

however, the year was a challenging one and a flat

profit performance was delivered. The company

expects to further penetrate the enterprise services

market, launch services for the sMe segment and

in a well regulated environment deliver profitable

inbound services.

Nealco Datalink Limited’s call centre revenue

stream performed on target, an encouraging sign

as the company pursues the imperative of moving

up the outsourcing value chain. Further efforts to

penetrate the emerging local market (government

and financial) as well as international markets for

this service will be its focus in the coming year.

CCS guyana Limited (CCS) successfully

introduced electronic security offerings in its product

line-up and obtained three major tenders for the

service during the year. the company retained its

share of market for IT and office equipment services;

and the provision of atM’s and related services

to the financial sector had a positive impact on

performance. the company will seek to strengthen

customer relationship management and dealership

relations during the new year.

NM Security Solutions Incorporated (NMSS)

in Guyana did not meet expectations as growth

opportunities identified for cash services, and a

redirection of guarding services into more profitable

segments, were slow in gaining momentum. With

the infrastructure in place and the initiatives taken

during the year, it is anticipated that the company

will return strong growth in the future.

BCB Communications the in-house advertising

agency for Bs&t and Banks holdings, performed

below budget because of reduced advertising spent by

its clients but did a good job of containing expenses.

Seawell Air Services, operating at Grantley

adams International airport in Barbados, endured

a particularly challenging year. the commercial

aviation industry was hard hit by the contraction in

international economic activity in 2009 and almost

all air carriers suffered significant losses. Seawell

suffered from loss of revenue from clients who

stopped flying to Barbados, a major client who

switched to the competition and lower prices to

retain other customers. as a result, seawell closed

the year with a loss. staff reductions were inevitable

and were discussed with the representative union.

seawell has also embarked on initiatives to more

effectively compete in the new realities of the airline

industry by examining its systems and procedures

and conducting staff training to reduce operating

costs and improve service levels. With the onset

of the winter tourism season, seawell has returned

to profitability but the difficulties for commercial

aviation are expected to continue during 2010.

Dacosta Mannings Retail Division in Barbados

experienced lower than anticipated sales in lumber,

furniture, appliances and hardware for the fiscal year

as consumer spending contracted bringing about

losses after the 2009 Christmas sales. the division

exited the lumber business which was located

at Fontabelle and the speighstown store ceased

operations in July. the warehouses for hardware and

furniture and appliances were consolidated into one

location at Brandons and the tile and Bath store at

Fontabelle was consolidated into the main store. at

the end of the financial year a new store was opened

in Cave shepherd on Broad street in Bridgetown.

This new store has exceeded expectations to-date

although overall sales are still depressed across the

retail sector as the Barbadian economy has grown

tighter in the second half of 2009. the division

continues to position itself in this recessionary period

to be as efficient as possible through cost saving

measures, and has returned to profit in the months

leading up to Christmas in the new financial year.

Associated Companies

neal & Massy Wood Group, Caribbean Industrial

Gases, nMaP services and Cool Petroleum have been

discussed under the energy and Industrial Gases

Business unit.

Bahamas Supermarkets Limited (BSL)

narrowed its losses from 2008 by half in 2009. this

was achieved by reducing costs and closing one

unprofitable store. Efforts to improve Gross Profit

margins were stymied by the protracted timeframe

that was required to negotiate refinancing of debt

at the holding company to facilitate an injection of

additional funds required to support direct buying

and better credit terms and prices with suppliers.

recovery was further compounded by the global

recession which has taken its toll on the tourism

industry in Bahamas. Consumers are far more price

sensitive than ever before. neal & Massy has acquired

majority voting rights in the last round of capital

injection and is currently implementing a full-fledged

turnaround programme that focuses on restoring

customer confidence, realigning product prices to

market, motivating employees, improving the supply

chain, increasing controls with strong financial and

operations reporting and cost-reduction.

Banks Holdings Limited (BHL) in Barbados

recorded reduced profits of its Group for the financial

year ended 31st august 2009. Most operations in

Barbados, and its Guyana associate, commendably

matched or exceeded their 2008 results in the face

of the recessionary environment. however, Bhl’s

Belize associate incurred a loss as it was unable to

overcome the dual challenges of adverse weather

patterns and significant lows in orange juice

concentrate commodity pricing during the year. there

has been a subsequent recovery in citrus concentrate

pricing, now almost double the 2008/2009 low, and

indications are that the price increase should hold for

the foreseeable future.

Gablewoods Supermart Limited through its

operating company in st. lucia, Consolidated Foods

ltd, has performed well and grown through the

period under review. this can be attributed to a new

“warehouse’ store” offering a range of large-pack food

items and domestic hardware and a fall in electricity

rates. the st lucia economy, however, is becoming

more challenging and management are focussed

on finding measures to ensure the sustainability of

profits.

group 4 Securicor (g4S) operations in trinidad

and tobago continue to record strong results across

its core competencies despite the contraction of

48 49

ChIeF exeCutIVe OFFICer’s rePOrt

the economy and the shrinking labour market.

the strategic decision, to position the company as

a partner that provides outsourced services within

sectors where security and safety risks are a strategic

threat, has served the business well.

G4S operations in Barbados had a difficult year, as

a quality provider for security services, operating in

contracting economies. Management has responded

and 2010 should see much improved results.

Signia Financial group in Barbados performed

very well. the lending department continues to be

the main driver of profits with marked year-on-year

increases in profitability and loan growth. However,

with the decline in the stock market, the profitability

of the equity trading department has fallen. Foreign

exchange trading provided a good contribution, but

this was also negatively impacted by the economic

environment and reduced foreign exchange in the

market. Interest rates have declined, reducing

funding costs and positively impacting interest

income. the company put additional measures

in place to manage delinquencies and given the

continued contraction of the market, the company is

approaching 2010 with prudence.

Caribbean Airport Services Limited (CAS)

which provides ground handling services at antigua’s

international airport is a joint venture between lIat

(51%) and seawell air services (49%). during this

year, Cas lifted its image by improving customer service

through staff training and fine tuning its standard

operating procedures. Cas improved its operating

performance and achieved increases in certain

handling fees. Cas was also awarded the contract to

handle two additional carriers, one from October 2009

and one other during the 2009/10 winter.

Tower Hill Merchants PLC, based in the

UK, benefited from a combination of stable food

ingredient prices, new business with product

substitutes, and lower overheads to deliver a strong

performance.

Medina Foods Incorporated of Montreal, Canada

provides consultancy services and food safety audit

services to food processors and producers for the

development and implementation of food safety

assurance programmes. a key area of its business

is the audit of airline caterers worldwide on behalf

of many major airlines in a strategic alliance with

Iata. While still a small company, Medina’s results

have improved in recent years although profits were

reduced this last year as a result of lower airline

activity.

HEALTH, SAFETY SECURITY AND THE

ENVIRONMENT (HSSE)

This financial year saw a continued emphasis on the

deepening of the hsse processes and procedures

embarked upon previously.

Specific to the Group reporting requirements

a concerted effort was made regarding monthly

submission of the hsse leading and lagging

Indicators. the compiled data was analysed in

order to determine the overall performance of the

companies within the Group. It must be noted that

there has been improvement in all cases with the

most significant being a reduction in the number

days away from Work Cases (daFWC). root

Cause analyses were conducted within the incident

investigation process and lessons learnt discussed

and shared during monthly meetings.

From the leading and lagging Indicators reported

on a monthly basis, an overall hsse performance

matrix which plots companies’ composite performance

against hsse lagging Indicators (outcomes) versus

performance against hsse leading Indicators (inputs)

was introduced at the beginning of the financial year.

The matrix was used to evaluate and report on the

sustained efforts for each of the individual companies

across the group and compare progress being made

among the Group’s companies. Monthly reviews

were conducted during the hsse meetings with all

of the practitioners, and at quarterly meetings which

included CeO’s and directors.

In consultation with Group companies that had

already adopted comprehensive hsse Management

systems, an overall hsse Management system

framework was developed for the neal & Massy Group

of companies and introduced at the beginning of the

year. each company within the Group is required to

adapt and adopt the hse Management system for

its operations. the required training and awareness

was conducted for all of the hsse practitioners.

Companies have begun implementing the system

and are continuing to improve in preparation for

audits during this financial year.

Continued emphasis on ensuring compliance

with the Occupational safety and health (Osh)

act are complied with have resulted in satisfactory

compliance levels across the Group over the past

financial year. The audit function within the HSSE

Management system will be used as the assurance

tool for continued monitoring and improvement in

this regard.

a number of visits were conducted at the regional

locations in Guyana, Barbados and Jamaica and these

locations appraised of their observed performance

levels. these visits will continue in order to gauge

and assist with improved levels of performance and to

enhance Group and other reporting and compliance

obligations.

CORPORATE SOCIAL RESPONSIBILITy

at neal & Massy we recognize and nurture the

symbiotic relationship between our Corporate social

responsibility and our companies’ human capital

development and financial performance. We realize

that our investments and efforts to contribute to

educational, social, cultural, sporting and community

initiatives in the countries in which we operate

redound to our benefit. Healthier, better educated

and more fulfilled citizens are better employees,

customers and business associates. the more

impact we can have towards the enrichment and

development of the societies in which we operate, is

the safer and more prosperous those societies will be

for our business operations.

neal & Massy’s initiatives and investments in the

interests of its Corporate social responsibility have

been outlined earlier in this report and are not

repeated in this section. Please review the Corporate

social responsibility section at the front of this annual

report to review our Csr contributions in 2009.

CLOSINg REMARkS

The late Bernard Dulal-Whiteway was an inspirational

leader. His flame burned brightly through his

leadership example and the mentoring that he

provided to Neal & Massy executives and others. He

leaves behind him a legacy of exceptional performance

and important values that are treasured at neal &

Massy. he has inspired many of us to emulate his

warmth, humility and fairness that balanced his

astute business sense. Bernard passed the torch

to a group of executives whom he recruited and

developed individually to continue the great work of

the neal & Massy group of companies in providing

50 51

healthy returns to shareholders, creating a safe and

fulfilling work environment for its employees, and

contributing to the development of the societies in

which we operate.

as a result of my appointment as President and

Group CeO, linford Carrabon who chaired the

automotive and Industrial equipment Business unit

last year, will replace me as the Executive Chairman

of the energy and Industrial Gases Business unit.

as the previous CeO of Industrial Gases limited

as well as previous Chief of staff for neal & Massy

Wood Group’s sOCa contract with bptt, linford

is no stranger to the energy and Industrial Gases

leadership team and client base.

david O’Brien who chaired the Property/Construction

services and Financial services Business units will

replace Linford Carrabon as the Executive Chairman

of the automotive and Industrial equipment Business

Unit. The Pres-T-Con Group of companies will move

to the automotive and Industrial equipment Business

unit and continue to be chaired by Mr. O’Brien.

anthony King, CeO of Bs&t will continue his role

as the Executive Vice President for Neal & Massy in

Barbados and will take on the additional responsibility

of Executive Chairman for the re-intergrated

Financial services, Property and Other Business unit.

In addition to recombining the property and financial

services companies into a single Business unit, other

companies such as the Magna companies, daCosta

Manning, roberts Manufacturing and the airport

services companies have also been added to this

unit.

the Information technology and Communications

Business unit will retain the traditional ItC related

companies as well as security services related

subsidiaries and associates.

Last year, Bernard Dulal-Whiteway introduced new

job titles and new job responsibilities in his quest to

strengthen the senior leadership team. he created

two new job titles: Executive Vice President and

senior Vice President. Consistent with the desire

to leverage the broader executive team in group

leadership roles, we are proud to announce that

Paula rajkumarsingh, having been appointed to the

neal & Massy holdings Board of directors in 2009

joined anthony King and earl Boodasingh as an

Executive Vice President of the Group. In addition,

other Executive Chairmen of Business Units, Linford

Carrabon, Frere delmas, Keith thomas were also

appointed as senior Vice Presidents in addition to

Christian Maingot, Judith Bowen and david O’Brien

who are already senior Vice Presidents.

In 2010, the Group will continue its focus on the

5 Management Priorities which were identified for

running all companies during the current economic

down-turn: being realistic about what can or is likely

to happen, disciplined working capital management,

cost reduction and asset utilization improvement,

tight controls and attention to risk management, and

thinking outside the box will continue to be guiding

priorities for running the operations of the Group’s

companies. In addition, the Group is well poised to

continue its growth objectives. select opportunities

for inorganic growth will be considered in 2010.

the Group has some assets and investments

which are not earning returns commensurate with

capital employed. the Group’s portfolio of assets and

investments is being reviewed and divestment of

some non-strategic assets will be pursued in 2010.

along with its portfolio review, the Group will also

revisit its long-term corporate strategy and develop

Business unit strategies for implementation over the

next 5 years.

In closing, I wish to express my condolences to the

family, friends and associates who survive Bernard

Dulal-Whiteway. I will forever be grateful to Bernard

for his mentorship and guidance. his legacy is etched

in our hearts and our minds. he leaves behind a

strong and great company with a track-record for

performance, caring that extends to its employees,

customers and communities in which it operates and

a thirst for excellence. We have inherited a company

that is a Force for Good in our home countries and

for our region.

I thank and congratulate the entire neal & Massy

team, including our recently acquired Barbadian

colleagues for their hard work and proactive

response to the economic downturn. I appreciate

their dedication and commitment demonstrated in

work ethic and the Group’s results.

I also thank our Chairman, arthur lok Jack and

my fellow Board members for their counsel and

support through a very difficult year. I am honoured

by the confidence they have bestowed upon me and

will continue to seek their valuable counsel in the

future.

to our prized customers and business associates,

thank you for your continued support and partnership.

We are continuously learning and continuously

improving, so we look forward to your continued

support and feedback.

to our shareholders, I appreciate the faith and

confidence that you demonstrate by investing in our

Group. We continue to operate with your interest at

the forefront of our concerns. We look forward to

serving you for many years to come.

52 53

dIreCtOr’s InterestdIreCtOr’s rePOrt

The Directors have pleasure in submitting their Report and the Audited Financial Statements for the financial

year ended 30th september 2009

Principal activities

the main activity is that of a holding Company.

Financial results for the year $000’s

Profit attributable to shareholders 435,412

dividends paid and declared

Interim paid (39,863)

Final declared (99,786) (139,649)

Profit retained for the year 295,763

Other movements on revenue reserves (90,647)

Balance brought forward 1,857,806

retained earnings at end of year 2,062,922

Dividends

The Directors declared a final dividend of $1.00 per share, making a total dividend of $1.40 per share

for the financial year. The final dividend will be paid on 18th January 2010 to shareholders whose names

appear on the register of members of the Company at the close of business on 30th december 2009

Directors

Pursuant to paragraph 4.6.1 of By-Law No. 1 of the Company Dr. Rolph Balgobin, Mr. R. Geoffrey Cave,

Mr. G. Anthony King, Mr. Arthur Lok Jack, Mr. William Lucie-Smith and Mr. E. Gervase Warner retire from

the Board by rotation and being eligible offer themselves for re-election until the close of the third Annual

Meeting following this appointment.

Pursuant to paragraph 4.6.1 of By-Law No. 1 of the Company Mr. Brian Young retires from the Board by

rotation and pursuant to paragraph 4.8 of By-Law No. 1 of the Company, Mr. Brian Young having attained

the age of seventy one years and being eligible offer himself for re-election until the close of the next

annual Meeting following this appointment.

Directors’ and Substantial Interests

these should be read as part of this report.

Auditors

The Auditors, PricewaterhouseCoopers, retire and being eligible offer themselves for re-appointment.

By Order Of the Board

Michael A. Phillip

Company Secretary

15 december 2009

The interests of the Directors holding office at the end of the financial year in the Ordinary Shares of the

Company were as follows:

30/9/09 30/9/09

Ordinary Shares

Beneficial Non-Beneficial

R. Balgobin 6,500 “

R. Bermudez 27,849 “

T.M. Boopsingh 4,000 “

E. Boodasingh 146,438 “

R.G. Cave Nil “

B.S. Dulal-Whiteway 736,641 “

A. C. Fields 1,000 “

G.A. King 75,000 “

A. Lok Jack 500,981 “

W.P. Lucie-Smith 17,897 “

Paula Rajkumarsingh 115,995 “

E.G. Warner 41,257 “

B.W. Young Nil “

There has been no change in the Directors’ interests occurring between the end of the Company’s financial

year and one month prior to the date of the notice convening the annual Meeting.

There were no beneficial interests attached to any shares registered in the names of the Directors in the

Company’s subsidiary companies, such shares being held by the directors as nominees of the Company

or its subsidiaries.

At no time during or at the end of the financial year has any Director had any material interests in any

contract or arrangement in relation to the business of the Company or any of its subsidiaries.

Substantial Interests

30/9/09 15/11/09

Ordinary Shares

the national Insurance Board 17,958,658 18,059,199

A substantial interest means one-tenth or more of the issued share capital of the Company.

54 55

ARTHUR LOk JACk

In 1998, Mr. lok Jack was elected to the Board of

neal & Massy holdings limited and was appointed

Chairman in June 2004. He is also the Executive

Chairman of the associated Brands Group of

Companies and Chairman of Guardian holdings

limited and Caribbean airlines limited. he serves on

the Boards of many other Caribbean companies. In

2001, he was voted Master entrepreneur of the year

and in 2002, he was awarded an honorary doctorate

of laws and recognized as a Caribbean luminary by

the university of the West Indies. Mr. lok Jack is

also a recipient of the prestigious Chaconia Medal

(Gold) for his contribution to business development

in trinidad and tobago. In 2004 he was inducted

into Queen’s royal College (alma Mater) hall of

honour and in november 2009, he was inducted

into the trinidad & tobago Chamber of Industry and

Commerce’s Business hall of Fame.

E. gERVASE WARNER

Mr. Warner is the President and Group CeO of the

neal & Massy Group of Companies. Prior to and

throughout his appointment in 2009, he also served

as the Executive Chairman of the Group’s Energy &

Industrial Gases Business unit.

Mr. Warner holds an MBa from the harvard Graduate

school of Business administration and prior to joining

the neal & Massy Group, he was a partner with the

international management consulting firm, McKinsey

& Company Inc., where he last led the firm’s client

services in the Caribbean region. He has extensive

experience in the financial, ITC and petroleum sectors

and currently serves on the trinidad & tobago Board

of Citigroup Merchant Bank limited, Caribbean

airlines and the trinidad and tobago Chamber of

Commerce.

Mr. Warner also holds Bse degrees in electrical

engineering and Computer science engineering from

the university of Pennsylvania and has over 20 years

of international experience working in the USA, Latin

america and the Caribbean.

DR. ROLPH BALGOBIN

dr. Balgobin is the Chairman of Quicksilver

Convenience ltd. and the Competitiveness Company.

He previously held the posts of Executive Director

at the arthur lok Jack Graduate school of Business

and Project director in the Global Business services

unit of Proctor & Gamble for the europe, Middle east

and africa region.

he holds a doctor of Business administration (dBa)

degree from the Manchester Business school at the

university of Manchester, as well as an eMBa and a

B.sc. in Industrial Management from uWI. he also

holds an aCCa diploma in Corporate Governance and

a Master of studies from the Judge Business school

at the university of Cambridge.

dr. Balgobin currently serves as Chairman of the

Point lisas Industrial Port development Company

(PlIPdeCO), deputy Chairman of electrical Industries

limited, and is a director of the telecommunications

services of trinidad & tobago (tstt), the Brother

Jerome Foundation and youth Business trinidad and

tobago.

Arthur Lok JackChairman

Trinidad and Tobago Citizen

BOard OF dIreCtOrs

Dr. Rolph BalgobinTrinidad and Tobago Citizen

E. gervase WarnerPresident & Group Chief Executive Officer

Trinidad and Tobago Citizen

56 57

Robert BermudezTrinidad & Tobago Citizen

Earl BoodasinghTrinidad and Tobago Citizen

ROBERT BERMuDEz

Mr. Bermudez is the Chairman of the Bermudez Group

of Companies. he is also associated with several

other corporate bodies in and out of trinidad and

tobago.

EARL BOODASINGH

earl Boodasingh is the Chairman of neal & Massy’s

Food/Consumer distribution & logistics regional

Business unit.

Mr. Boodasingh joined the neal & Massy Group in

1981 and has held many senior positions across the

Group throughout his tenure. his career within the

group began at neal & Massy Industries limited as

a Cost and Management accountant. he went on

to hold the positions of Financial Comptroller and

Financial director for a number of companies and

major divisions, including the Marketing & distribution

Division and the Hi-Lo Food Stores Division. He later

served as CeO for both divisions, consecutively. In

2003 he was appointed as the transition Manger for

h.d hopwood & Company limited in Jamaica.

In 2005, Mr. Boodasingh was appointed as the

Executive Chairman of the Neal & Massy Automotive

& Industrial equipment Business unit. In 2007,

he assumed the position of Executive Chairman of

the Group’s retail, distribution & logistics Business

unit.

TREVOR BOOPSINGH

Mr. Boopsingh has had a distinguished career in the

Petroleum sector. he is, at present, the Chairman

of Caribbean energy specialists limited and the

eastern Caribbean Pipeline Company. Mr. Boopsingh

is the recipient of many accolades, including the

title of distinguished Member, sPe International

in 2000; distinguished lecturer, sPe International

in 1977 and the distinguished Graduate award at

the 50th anniversary of the university of the West

Indies. In 2002 he was also awarded the Chaconia

Medal (Gold). Mr. Boopsingh, who is also a Msc.

Graduate in Petroleum reservoir engineering from

the university of london, is the author of the book

“Oil, Gas and Development”.

BOard OF dIreCtOrs

Trevor BoopsinghTrinidad and Tobago Citizen

58 59

geoffrey CaveBarbadian Citizen

gEOFFREy CAVE

Geoffrey Cave is the Chairman of the Board of

directors of Cave shepherd & Co. limited – a

Barbados-based corporation with subsidiary and

associate companies located across the region.

Mr. Cave joined Cave shepherd, which was a

family-run business at the time, in 1963 and was later

appointed as the company’s Managing director then

elected as Chairman. he has enjoyed a distinguished

career in business, serving as director and Chairman

of several leading private and public organizations in

Barbados.

In 2000, Mr. Cave was awarded the Barbados

Centennial honour and the Caribbean Master

entrepreneur award the following year. In the

Queen’s new years’ honour’s list in 2003, he was

appointed Commander of the Most Excellent Order of

the British empire and in October 2007 the university

of the West Indies conferred on him an honorary

degree of doctor of laws (lld). More recently, in

October 2009, he was appointed an Independent

senator by the Governor General of Barbados.

SIR ALLAN FIELDS

sir allan Fields joined the neal & Massy board in

1998 to 2008, and was reappointed in 2009. he was

the Chairman of the Barbados shipping & trading

Co. ltd. (Bs&t). Formally trained in Mechanical

engineering, he has served as Managing director of

lucas Industries Barbados’s operations, Bs&t and

Banks (Barbados) Breweries ltd.

sir allan serves on many Boards in Barbados,

including the Barbados national Insurance

Corporation, First Caribbean International Bank, the

Barbados employers Confederation and the yMCa.

he is also Past President of the Private sector

Organization and Chairman of Banks holdings limited,

Barbados dairy Industries ltd. and Cable & Wireless

(Barbados) ltd. he was recently appointed Chairman

of the Caribbean broadcasting Corporation. he is

Barbados’ non-resident Ambassador to the Peoples

republic of China. he also serves as an Independent

senator in the Barbados Parliament.

G. ANTHONY kING

G. Anthony King has been the Group Chief Executive

Officer of the Barbados Shipping & Trading Company

limited (Bs&t) since October 1, 2004.

Mr. King is also a director of other publicly traded

companies in Barbados such as Banks holdings

limited, almond resorts Inc. and the Barbados

national Bank. he is also the Chairman of the

tourism development Corporation in Barbados

and a director of the Barbados Private sector

association.

his business career spans almost 35 years, 23 of

which were spent with the neal & Massy Group. Prior

to his departure to take up the Bs&t appointment,

he led neal & Massy’s eastern Caribbean Group of

Companies.

he has been associated with various private sector

organisations, as a Past President of the Barbados

Chamber of Commerce & Industry, as well as a

director of the Caribbean association of Industry and

Commerce (CaIC). he continues to participate in

the community as a trustee of the Barbados youth

Business trust.

BOard OF dIreCtOrs

g. Anthony kingBarbadian Citizen

Sir Allan FieldsBarbadian Citizen

60 61

Paula RajkumarsinghTrinidad and Tobago Citizen

Brian young Jamaica Citizen

WILLIAM LUCIE-SMITH

Mr. Lucie-Smith is a Chartered Accountant

by profession and a former senior Partner of

PricewaterhouseCoopers ( trinidad ) where he headed

its Corporate Finance and recoveries practice. Mr.

Lucie-Smith has accumulated extensive experience

in mergers and acquisitions, taxation and valuations

and holds an MA degree from Oxford University in

Philosophy, Politics and economics. he currently

serves as a non-Executive Director on a number of

Boards including republic Bank and sagicor Financial

Corporation.

PAULA RAJkUMARSINGH

Paula rajkumarsingh is a Corporate Financial

Executive, with over 10 years of experience at a

senior management level, and the Group’s Chief

Financial Officer. She is currently a Director on the

Parent Board of First Caribbean International Bank in

Barbados and First Caribbean International Bank in

trinidad & tobago. she is also a director of a private

equity Fund (devCap) and served on the board of

sugar Manufacturing Company for four years.

BRIAN yOuNg

Mr. young is the Chairman of neal & Massy Group

(Jamaica) limited, Cool Petroleum limited, an

associate company of neal & Massy holdings limited

and Chairman of the audit Committee of neal &

Massy holdings limited.

a former senior Partner of PricewaterhouseCoopers

(Jamaica), Mr. young has held his position on the Board

of neal & Massy holdings limited for the past 14 years.

He is highly experienced in the areas of corporate

finance, mergers and acquisitions, insolvency and

management information systems, with 45 years of

management consultancy experience.

Mr. young is currently on the Boards of trinidad

Cement limited, Caribbean Cement Company

limited, rBtt Jamaica limited, Bermudez holdings

limited, trade Winds Jamaica limited and has served

on many Jamaican Government teams.

BOard OF dIreCtOrs

William Lucie-SmithTrinidad and Tobago Citizen

62 63

sChedule a

TO ALL SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Eighty-Sixth Annual Meeting of Shareholders of Neal & Massy Holdings

Limited (“the Company”) will be held at the Belmont Salon, Hilton Trinidad, Lady Young Road, Port of Spain,

trinidad on Friday 29th January 2010 at 10:00 a.m. for the following purposes:

1 to receive and consider the report of the directors and the audited Financial statements for the

financial year ended 30th September, 2009 together with the Report of the Auditors thereon, and to

note the final dividend.

2 to elect directors.

3 To appoint Auditors and authorise the Directors to fix their remuneration and expenses for the ensuing

year.

The texts of the proposed resolutions in relation to item 2 are annexed hereto as Schedule A.

By Order Of the Board

Michael A. Phillip

Company Secretary

15 december 2009

nOtes:

1 no service contracts were entered into between the Company and any of its directors.

2 A member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy

to attend and vote in his or her stead. Such proxy need not also be a member of the Company.

3 Attached is a Proxy Form which must be completed, signed and then deposited with the Secretary of

the Company not less than 48 hours before the time fixed for holding the Meeting.

nOtICe OF MeetInG

Text of Proposed Resolution to be considered at the Annual Meeting of Shareholders of Neal & Massy

Holdings Limited (the “Company”) to be held on Friday 29th January, 2010.

Ordinary Resolution

Resolved:-

1 “THAT, in accordance with the requirements of paragraph 4.6.1 of By-Law No. 1 of the Company, Dr.

Rolph Balgobin, Mr. R. Geoffrey Cave, Mr. G. Anthony King, Mr. Arthur Lok Jack, Mr. William Lucie-Smith

and Mr. e. Gervase Warner each be and each of them is hereby elected a director of the Company to

hold office until the close of the third Annual Meeting of the Shareholders of the Company following

this election”

2 “THAT, in accordance with the requirements of paragraph 4.6.1 and 4.8 of By-Law No. 1 of the

Company, Mr. Brian young who attained the age of seventy one years be and is hereby elected a

Director of the Company to hold office until the close of the next Annual Meeting of the Shareholders

of the Company following this election”

64

Republic of Trinidad and Tobago

The Companies Act, Ch. 81:01

[Section 144]

1 Name of Company neal & Massy hOldInGs lIMIted

Company No. N-20(C).

2 Particulars of Meeting

Eighty-Sixth Annual Meeting of Shareholders of the above named Company to be held at the Belmont

salon, hilton trinidad, lady young road, Port of spain, trinidad at 10:00 a.m. on Friday 29th January,

2010.

3 Solicitation

It is intended to vote the Proxy solicited hereby (unless the shareholder directs otherwise) in favour

of all resolutions specified therein.

4 Any Director's statement submitted pursuant to Section 76(2)

no statement has been received from any director pursuant to section 76(2) of the Companies act,

Ch. 81:01.

5 Any Auditor's statement submitted pursuant to Section 171(1)

no statement has been received from the auditors of the Company pursuant to section 171(1) of the

Companies act, Ch. 81:01.

6 Any Shareholder's proposal submitted pursuant to Sections 116(a) and 117(2)

no proposal has been received from any shareholder pursuant to sections 116(a) and 117(2) of the

Companies act, Ch. 81:01.

date name and title signature

15th december 2009 Michael A. Phillip

Company Secretary

ManaGeMent PrOxy CIrCular