1. Within three months of the issue of this licence the Bank shall adopt in its bye-laws a bye-law that would prevent a 40% shareholder controller of shares of the Bank as defined by section 7 of the Banks and Deposit Companies Act 1999 ("shareholder controller") who is non Bermudian, from exercising the voting rights of those shares acquired which are in excess of 40% without the prior approval of the Minister. (A special General Meeting of Shareholders will be called shortly to implement this provision.) The Bank shall consult with the Minister prior to any subsequent amendment to such bye-laws.
2. The Bank shall report annually to the Minister the persons determined by the Bank to be 10% shareholder controllers and 30% shareholder controllers. Where the Bank determines that a person has become a 30% shareholder controller, the Bank shall advise the Minister in writing within 14 days of such determination.
3. The Bank shall regularly, and at least quarterly, monitor the number of shares owned by a shareholder controller to establish whether that person is a 40% shareholder controller. Where the Bank determines that a person has become a 40% shareholder controller, the Bank shall advise the Minister in writing within 14 days of such determination.
4. Unless extenuating circumstances or prudential concerns exist as determined by the Bermuda Monetary Authority, 60% of the Board of Directors shall be Bermudian. The Bank's head office shall be located in Bermuda and the shareholders' meetings shall be held in Bermuda.
5. The Bank shall maintain staff training and development programs to ensure that Bermudians are given the opportunity to be trained and developed for key positions within the Bank's structure. The Bank shall report to the Minister annually on training programs which have been undertaken.
6. The Bank shall report its landholdings in Bermuda to the Minister on an annual basis.
7. The Bank shall report annually on the various types of domestic loan products it offers and its initiatives to support the development of the local business sector.
8. The Bank shall consult with the Minister before taking any significant actions which would effectively discontinue the offering of any or all of its primary services in and from within Bermuda. The Bank shall also consult with the Minister concerning any continuation, transfer, liquidation or amalgamation, that would result in a change in control or winding-up of the Bank.
The Bank considers these conditions eminently acceptable and reflects the Bank's strong support for Bermuda and for the community it serves. (The conditions are the same as those applying to The Bank of Bermuda.)
Note to Editors: Bank of Butterfield Group is a vital community bank in both Bermuda and Cayman and a specialist offshore financial services company that has chosen its markets, knows them well, and uses its knowledge to benefit institutional and individual clients. The Bank, established in 1858, offers a full range of banking, credit, investment, treasury, trust and custody services through its headquarters in Bermuda, as well as offices in Cayman, Guernsey, Hong Kong and the United Kingdom.
Bank of Butterfield is a publicly traded corporation with its shares listed on the Bermuda and Cayman Islands stock exchanges. The Bank's share price is published daily in The Royal Gazette and is also available on Bloomberg Financial Markets (symbol: NTB.BH) and The Bermuda Stock Exchange web site: www.bsx.com. Further details on the Bank can be obtained from its web site at: www.bankofbutterfield.com.
For further information contact:
Investor Relations:
Richard Ferrett
EVP & Chief Financial Officer
Phone: (441) 299-1643
Fax: (441) 295-1220
E-mail: richardferrett@bntb.bm
Media Relations
Karla Lacey-Minors
Head of Marketing
Phone: (441) 298-6484
Fax: (441) 295-3878
E-mail: klacey@bntb.bm