Company History and Rationale

Historical Background

Republic Bank Limited (“RBL”) originally called Colonial Bank was formed in 1837. Colonial Bank was the first commercial bank in Trinidad and Tobago and the company evolved with the changing social and economic landscape. In the 1970’s with the demand for localization, the majority of ownership passed into local hands and in 1981 the Bank changed its name to Republic Bank Limited.

Today, RBL is one of the largest and most profitable banks in the English speaking Caribbean with 15 subsidiaries and over 4000 employees in Trinidad and Tobago, Grenada, Barbados and Guyana. In 2013, RBL became the first bank in the English speaking Caribbean to become a major stakeholder on the African continent through our acquisition of a 40% stake in HFC Bank (Ghana) and in 2015 this stake was increased to 57%.

For the financial year ending September 30, 2016, the Group’s total assets stood at TTD66.86 billion and profit was TTD946 billion.

Rationale

RBL has grown significantly over the last fifteen years resulting in the company performing the dual roles of a holding company and deposit taking institution. During that period of time, we acquired the National Commercial Bank in Grenada (1992), the National Bank of Industry and Commerce in Guyana (1997), the Barbados National Bank (2003), Dextra Bank in the Cayman Islands (2006), a 57% stake in HFC Bank in Ghana (2015) and a 20% stake in East Caribbean Financial Holding Company Limited in St. Lucia (2003). As a result of these acquisitions, plus the formation of many special purpose vehicles, the bank in Trinidad and Tobago also operated in the capacity of a holding company.

While the dual roles have been well managed to date, as we look ahead to the future, to facilitate more effective management we propose the formation of a holding company, to be named Republic Financial Holdings Limited. This change will bring RBL in line with international best practices and in so doing enable greater operational efficiency and strategic focus, ultimately leading to greater value for our shareholders and clients.

Holding Company Structures also tend to be favoured by regulators since they facilitate better regulatory oversight. Such structures enable regulators to better identify the risks associated with the individual underlying institutions while remaining fully cognizant of the entire picture.

Once the requisite approvals are obtained from shareholders, RFHL will apply to the Central Bank of Trinidad and Tobago under Section 70 of the FIA for a permit to operate a holding company.