Enhancing Corporate Transparency and Compliance through Beneficial Ownership Regulations

Slide Note

The Companies (Amendment) Act, 2019 in Trinidad and Tobago has introduced regulations to enhance corporate transparency and compliance with CFATF recommendations by focusing on beneficial ownership. These regulations aim to combat money laundering and terrorist financing through requirements for companies to identify and register beneficial owners, imposing penalties for non-compliance. Different types of companies face varying obligations, with measures targeting bearer shares and promoting trust in the business environment.

tolliver Follow

Uploaded on Aug 01, 2024 | 0 Views

Download Presentation

Please find below an Image/Link to download the presentation.

The content on the website is provided AS IS for your information and personal use only. It may not be sold, licensed, or shared on other websites without obtaining consent from the author. Download presentation by click this link. If you encounter any issues during the download, it is possible that the publisher has removed the file from their server.

E N D

Presentation Transcript

BACKGROUND ANTI MONEY LAUNDERING & COMBATING TERRORIST FINANCING CFATF MUTUAL EVALUATION RECOMMENDATIONS 24 & 25 DEFICIENCIES IN THE COMPANIES ACT CHAP. 81:01 HTTPS://WWW.FATF-GAFI.ORG/MEDIA/FATF/DOCUMENTS/REPORTS/MER- FSRB/CFATF-4MER-TRINIDAD-TOBAGO.PDF

COMPANIES (AMENDMENT) ACT, 2019 PROCLAIMED 30 MAY 2019 HTTP://WWW.TTPARLIAMENT.ORG/LEGISLATIONS/A2019-06G.PDF REGULATIONS 27 AUGUST 2019 - HTTP://NEWS.GOV.TT/SITES/DEFAULT/FILES/E- GAZETTE/GAZETTE%202019/LEGAL%20NOTICES/LEGAL%20NOTICE%20NO.%20157% 20OF%202019.PDF APPLICABLE TO ALL COMPANIES - EXCEPT SEC LISTED COMPANIES BENEFITS COMPLIANCE WITH CFATF RECOMMENDATIONS CORPORATE TRANSPARENCY LAW ENFORCEMENT KNOW YOUR BENEFICIAL OWNERS TRUST IN THE BUSINESS ENVIRONMENT

BEARER SHARES HOLDER OF PHYSICAL CERTIFICATE SECTION 4 (CAA) DO NOT ISSUE, CONVERT OR EXCHANGE FILE A RETURN OFFENCE

WHAT IS BENEFICIAL OWNERSHIP? SECTION 337A NATURAL PERSON OWNS EXERCISES EFFECTIVE CONTROL DIRECT OR INDIRECT OWNERSHIP CONTROL THROUGH OTHER MEANS SENIOR MANAGING OFFICIAL

Ultimate Beneficial Ownership through Ownership or Control Image result for person icon Image result for person icon NYSEC Image result for person icon IHC IHC IHC TTSEC Image result for person icon Image result for person icon Image result for company icon with gray background Image result for company icon with gray background Image result for company icon with gray background Image result for company icon with gray background Image result for company icon with gray background KEY: Ultimate Beneficial Owner TTSEC/NYSEC Publicly Listed Company IHC Intermediate Holding Company Image result for person icon

OBLIGATIONS THE COMPANY SECTION 337B FORM 40 SECTION 337C (6) FORM 45 & MAINTAIN REGISTER OF BENEFICIAL OWNERS SECTION 337D FORM 46 OFFENCE COMPANY, DIRECTORS & OFFICERS SHAREHOLDERS & BENEFICIAL OWNERS SECTION 337C FORMS 41, 42, 43, 44 DECLARATION OFFENCE

DIFFERENT TYPES OF COMPANIES PUBLIC COMPANY ONE MAN/NATURAL PERSON COMPANY INCORPORATING A BUSINESS OR HOLDING AN ASSET OTHER THAN COMPANY SHARES FAMILY COMPANY WITH A FEW SHAREHOLDERS INCORPORATING A FAMILY BUSINESS COMPANY OWNING SHARES IN A PRIVATE COMPANY COMPANY OWNING PROPERTY OF WHICH SHAREHOLDERS ARE NON-CITIZENS CONDOMINIUM/TOWNHOUSE SERVICE COMPANY SUBSIDIARY COMPANY IN GROUP UNDER A PUBLIC COMPANY STATE CORPORATION

PUBLIC COMPANIES 337E PROVIDES THAT SECTIONS 337A TO 337D SHALL NOT APPLY TO COMPANIES PUBLICALLY TRADED ON THE STOCK EXCHANGE. STOCK EXCHANGE IS DEFINED IN THE MAIN ACT (COMPANIES ACT) AS ANY MARKET WHERE SHARES, BONDS AND OTHER SECURITIES ARE TRADED SEEMS THEREFORE TO EXEMPT COMPANIES LISTED ON A LOCAL OR NON-LOCAL STOCK EXCHANGE THESE COMPANIES ARE NOT REQUIRED TO COMPLY WITH ANY OF THE FOLLOWING ISSUE THE FORM 40 REQUEST RESPOND TO A FORM 40 REQUEST ISSUED BY A COMPANY OF WHICH THEY ARE A SHAREHOLDER FILE ANY INFORMATION ON BENEFICIAL OWNERSHIP OR CHANGES IN BENEFICIAL OWNERSHIP WITH THE COMPANIES REGISTRY

PUBLIC COMPANIES CONTD SUCH COMPANIES (PUBLIC LISTED COMPANIES) ARE GENERALLY REQUIRED UNDER SECURITIES LAW AND STOCK EXCHANGE REQUIREMENTS - TO MAINTAIN INFORMATION ABOUT BENEFICIAL OWNERSHIP OF SIGNIFICANT OR SUBSTANTIAL SHAREHOLDERS AND MAINTAIN REGISTERS OF SUCH OWNERSHIP IT SHOULD ALSO BE NOTED THAT THE DEFINITION OF BENEFICIAL OWNERS IN S 337 A (2) (C) (I) SUGGESTS THAT ONCE THE TRAIL OF OWNERSHIP OF A SHARE COMES TO A PUBLIC LISTED COMPANY THERE IS NO NEED TO GO FURTHER TO IDENTIFY THE BENEFICIAL OWNER. (NOTE HOWEVER DIFFERENCE IN DEFINITIONS)

DEFINITIONS RELATIVE TO PUBLIC COMPANY EXEMPTION FROM REQUIREMENTS OF S337A TO D APPLIES TO COMPANIES PUBLICLY TRADED ON THE STOCK I.E. EXCHANGE I.E. ANY MARKET WHERE SHARES, BONDS AND OTHER SECURITIES ARE TRADED (337E) TO BE CONSIDERED A BENEFICIAL OWNER THE COMPANY MUST BE A COMPANY LISTED ON A REGULATED MARKET THAT IS SUBJECT TO DISCLOSURE REQUIREMENTS WHICH ENSURE ADEQUATE TRANSPARENCY OF OWNERSHIP INFORMATION (337A (2). ARGUABLY A COMPANY COULD BE EXEMPT UNDER 337E BUT STILL NOT CONSIDERED A BENEFICIAL OWNER IF IT FAILS TO MEET THE REQUIREMENTS OF S 337A (2) (C) THERE IS ROOM FOR SOME DIRECTION TO BE GIVEN IN THIS REGARD AND ALSO PERHAPS AMENDMENT TO BRING THE TWO DEFINITIONS IN LINE. IN THE MEANTIME WE ARE ASSUMING THAT A COMPANY LISTED ON A RECOGNIZED STOCK EXCHANGE WOULD MEET THESE REQUIREMENTS.

ONE MAN (NATURAL PERSON) COMPANY INCORPORATING A BUSINESS OR HOLDING AN ASSET OTHER THAN COMPANY SHARES GENERALLY THE BENEFICIAL OWNER IS THE REGISTERED SHAREHOLDER SEEMS BENEFICIAL OWNER/SHAREHOLDER REQUIRED TO SUBMIT FORM 42 DECLARATION TO THE COMPANY REQUIREMENT ONLY KICKS IN WHEN REQUEST MADE BY COMPANY OR ADDITIONAL SHARES ISSUED BY THE COMPANY COMPANY HAS A REQUIREMENT TO IDENTIFY BENEFICIAL OWNER AND ISSUE FORM 40 BY MAY 29, 2020 WHEN NEXT ANNUAL RETURN DUE COMPANY REQUIRED TO INCLUDE INFORMATION ON BENEFICIAL OWNERSHIP.

ONE MAN (NATURAL PERSON) COMPANY INCORPORATING A BUSINESS OR HOLDING AN ASSET OTHER THAN COMPANY SHARES OBLIGATIONS SEEM FAIRLY STRAIGHTFORWARD: ANNUAL FORM 40 BY COMPANY TO SHAREHOLDER ANNUAL FORM 42 BY SHAREHOLDER IN RESPONSE COMPANY FILES FORM 45 COMPANY MAINTAINS BENEFICIAL OWNERSHIP REGISTER INCLUSION OF INFORMATION IN ANNUAL RETURN ADDITIONAL REQUIREMENTS ONLY ARISE WHEN NEW SHARES ISSUED OR ANY SHARES TRANSFERRED WHEN SHAREHOLDERS REQUIRED TO FILE DECLARATIONS WITH THE COMPANY AND COMPANY REQUIRED TO FILE DECLARATION

FAMILY COMPANY WITH A FEW SHAREHOLDERS INCORPORATING A FAMILY BUSINESS OBLIGATIONS ESSENTIALLY THE SAME AS THE ONE MAN COMPANY EXCEPT YOU ARE DEALING WITH MORE SHAREHOLDERS ANNUAL FORM 40 BY COMPANY TO SHAREHOLDER ANNUAL FORM 42 BY SHAREHOLDER IN RESPONSE COMPANY FILES FORM 45 COMPANY MAINTAINS BENEFICIAL OWNERSHIP REGISTER INCLUSION OF INFORMATION IN ANNUAL RETURN ADDITIONAL REQUIREMENTS ONLY ARISE WHEN NEW SHARES ISSUED OR ANY SHARES TRANSFERRED WHEN SHAREHOLDERS REQUIRED TO FILE DECLARATIONS WITH THE COMPANY AND COMPANY REQUIRED TO FILE DECLARATION

COMPANY OWNING SHARES IN A PRIVATE COMPANY WHERE A COMPANY (CORPORATE SHAREHOLDER) OWNS SHARES IN ANOTHER COMPANY IT MUST BE RECOGNIZED THAT THE CORPORATE SHAREHOLDER UNLESS IT IS A PUBLIC LISTED COMPANY IS NEVER CONSIDERED A BENEFICIAL OWNER AND SO SECTION 337 C (1) APPLIES AND THE CORPORATE SHAREHOLDER HAS TO SUBMIT A FORM 41 DECLARATION TO THE COMPANY OF WHICH IT IS A SHAREHOLDER. THE CORPORATE SHAREHOLDER WILL HAVE TWO (2) DISTINCT SETS OF OBLIGATIONS UNDER THE ACT: AS A COMPANY THE CORPORATE SHAREHOLDER WILL BE SUBJECT TO THE COMPANY OBLIGATIONS AS OUTLINED IN SLIDE NO. 7 AS A SHAREHOLDER OF THE COMPANY IN WHICH IT OWNS SHARES IT WILL BE SUBJECT TO THE OBLIGATIONS AS A NON-BENEFICIAL SHAREHOLDER AS OUTLINED IN SLIDE NO. 7

COMPANY OWNING SHARES IN A PRIVATE COMPANY IN COMPLETING FORM 41 THE CORPORATE SHAREHOLDER WILL NEED TO IDENTIFY THE BENEFICIAL OWNER OF THE SHARES REGISTERED IN THE NAME OF THE CORPORATE SHAREHOLDER: FOR ONE MAN/NATURAL PERSON COMPANIES THIS WOULD BE SIMPLE BUT WHERE THE CORPORATE SHAREHOLDER HAS MORE THAN ONE SHAREHOLDER REFERENCE HAS TO BE MADE TO THE DEFINITION OF BENEFICIAL OWNER FOR THE CORPORATE SHAREHOLDER TO BE ABLE TO COMPLETE FORM 41

BENEFICIAL OWNER OF CORPORATE SHAREHOLDER 337A (2) FOR THE PURPOSES OF THIS PART BENEFICIAL OWNER MEANS (A) THE NATURAL PERSON ON WHOSE BEHALF A TRANSACTION IS BEING CONDUCTED; OR (B) ARRANGEMENT; THE NATURAL PERSONWHO EXERCISES ULTIMATE EFFECTIVE CONTROL OVER A LEGAL PERSON OR (C) IN RESPECT OF COMPANIES SUBJECT TO THIS ACT (I) THE NATURAL PERSON WHO ULTIMATELY OWNS OR CONTROLS THE COMPANY THROUGH INDIRECT OR DIRECT OWNERSHIP OR CONTROL THROUGH OTHER MEANS, *OTHER THAN A COMPANY LISTED ON A REGULATED MARKET THAT IS SUBJECT TO DISCLOSURE REQUIREMENTS WHICH ENSURE ADEQUATE TRANSPARENCY OF OWNERSHIP INFORMATION (GENERALLY A PUBLIC LISTED COMPANY ; OR (II) IF NO NATURAL PERSON IS IDENTIFIED UNDER PARAGRAPH (I) OR IF THERE IS ANY DOUBT THAT THE IDENTIFIED IN PARAGRAPH (I) WITH THE CONTROLLING OWNERSHIP INTEREST IS THE BENEFICIAL OWNER, THE NATURAL PERSON WHO EXERCISES CONTROL OF THE LEGAL PERSON OR ARRANGEMENT THROUGH OTHER MEANS; (III) IF NO PERSON IS IDENTIFIED UNDER PARAGRAPHS (A), (B) OR (C)(I) OR (II) OR IF THERE IS ANY DOUBT THAT THE PERSON IDENTIFIED IS THE BENEFICIAL OWNER, THE NATURAL PERSON WHO HOLDS THE POSITION OF SENIOR MANAGING OFFICIAL

COMPANY OWNING PROPERTY OF WHICH SHAREHOLDERS ARE NON-CITIZENS A QUESTION HAS BEEN ASKED HOW FOREIGNERS HOLDING LAND OR OTHER REAL ESTATE THROUGH A CORPORATE VEHICLE ARE AFFECTED. NON-LOCAL COMPANY IT SEEMS THAT IF THE COMPANY IS NOT A LOCALLY INCORPORATED OR CONTINUED COMPANY IT IS NOT SUBJECT TO THE REQUIREMENTS OF THE ACT SINCE THE ACT APPLIES TO ALL COMPANIES AND COMPANY UNDER THE COMPANIES ACT IS DEFINED AS COMPANY MEANS A BODY CORPORATE THAT IS INCORPORATED OR CONTINUED UNDER THIS ACT; . IF THE COMPANY IS NOT LOCALLY INCORPORATED OR CONTINUED IT WILL LIKELY BE SUBJECT TO REQUIREMENTS FOR DISCLOSURE OF BENEFICIAL OWNERSHIP IN THE JURISDICTION OF ITS INCORPORATION LOCALLY INCORPORATED OR CONTINUED COMPANY SUCH A COMPANY WILL BE TREATED LIKE ANY OTHER LOCAL COMPANY AND THE REQUIREMENTS OUTLINED IN SLIDES 2 AND 3 WOULD APPLY.

CONDOMINIUM/TOWNHOUSE SERVICE COMPANY IN THIS TYPE OF COMPANY THERE ARE USUALLY SEVERAL SHAREHOLDERS IF ALL SHAREHOLDERS ARE INDIVIDUALS WHO ARE BENEFICIAL OWNERS A POSSIBLE SCENARIO FOR A SMALL DEVELOPMENT THEN THE POSITION IS THE SAME AS FOR THE FAMILY COMPANY AS OUTLINED IN SLIDE 12 THE SITUATION BECOMES MORE COMPLEX WHERE: SOME SHAREHOLDERS ARE CORPORATE SHAREHOLDERS IN WHICH CASE THEY MAY NEED TO BE REMINDED OF THE REQUIREMENTS OUTLINED IN SLIDE 13 IF THERE IS ANY DECEASED SHAREHOLDER THE COMPANY WILL NEED TO MAKE EFFORTS TO IDENTIFY WHO IS THE BENEFICIAL OWNER OF THE RELEVANT SHARE. THE COMPLIANCE REQUIREMENT CAN BE QUITE BURDENSOME FOR THE COMPANY WHERE THERE IS A LARGE NUMBER OF SHAREHOLDERS AS THE COMPANY WILL NEED, NOT ONLY TO ISSUE THE FORM 40 BUT ALSO FOLLOW UP WITH SHAREHOLDERS WHO DO NOT RESPOND.

SHARES HELD ON TRUST OR OTHER ARRANGEMENT NEED TO REFER TO DEFINITION OF BENEFICIAL OWNER IN THE ACT (D) IN RESPECT OF LEGAL ARRANGEMENTS SUCH AS (I) TRUSTS, THE IDENTITY OF: THE SETTLOR, THE TRUSTEE, THE PROTECTOR, THE BENEFICIARIES OR CLASS OF BENEFICIARIES AND ANY OTHER NATURAL PERSON EXERCISING ULTIMATE EFFECTIVE CONTROL OVER THE TRUST INCLUDING THROUGH A CHAIN OF CONTROL OR OWNERSHIP; QUESTION: ALL OF THESE? YES! (II) OTHER TYPES OF LEGAL ARRANGEMENTS, THE IDENTITY OF PERSONS IN EQUIVALENT OR SIMILAR POSITIONS.

DECEASED SHAREHOLDER AGAIN REFERENCE THE DEFINITION OF BENEFICIAL OWNER WHICH SUGGESTS THAT THIS SITUATION COULD BE TREATED AS ANALOGOUS TO A TRUST ARGUABLY IF A GRANT HAS BEEN ISSUED THE PERSON HOLDING THE GRANT (EXECUTOR OR ADMINISTRATOR) WOULD BE THE BENEFICIAL OWNER. IF NO GRANT HAS BEEN ISSUED HOW WOULD BENEFICIAL OWNERSHIP BE IDENTIFIED? IN SOME CASES MAY BE SIMPLE ESPECIALLY IF THERE IS ONLY ONE PERSON ENTITLED TO APPLY FOR THE GRANT AND HAVE THE ESTATE SUGGESTED THAT FOR UNTIL FURTHER CLARIFICATION IS FORTHCOMING THE REGISTRY WILL ACCEPT ESTATE BEING IDENTIFIED AS THE BENEFICIAL OWNER

SUBSIDIARY COMPANY IN GROUP UNDER A PUBLIC COMPANY IT SHOULD BE NOTED THAT THE DEFINITION OF BENEFICIAL OWNERS IN S 337 A (2) (I) SUGGESTS THAT ONCE THE TRAIL OF OWNERSHIP OF A SHARE COMES TO A PUBLIC LISTED COMPANY THERE IS NO NEED TO GO FURTHER TO IDENTIFY THE BENEFICIAL OWNER. I HAVE USED THE TERM PUBLIC LISTED COMPANY AS SHORT-HAND FOR THE LANGUAGE OF THE ACT A COMPANY LISTED ON A REGULATED MARKET THAT IS SUBJECT TO DISCLOSURE REQUIREMENTS WHICH ENSURE ADEQUATE TRANSPARENCY OF OWNERSHIP INFORMATION. GENERALLY RECOGNIZED STOCK EXCHANGES WILL MEET THESE REQUIREMENTS AND THE DEFINITION PROVISION WILL APPLY.

SUBSIDIARY COMPANY IN GROUP UNDER A PUBLIC COMPANY SO FOR CORPORATE GROUPS WHOSE SHARE OWNERSHIP CAN BE TRACED BACK TO A PUBLIC LISTED COMPANY WOULD HAVE THE OBLIGATIONS UNDER THE ACT OUTLINED IN THIS PRESENTATION BUT THEY NEED GO NO FURTHER THAN THE LISTED COMPANY IN DISCLOSING BENEFICIAL OWNERSHIP. NOTE THAT THIS ONLY APPLIES TO WHOLLY OWNED SUBSIDIARIES IN THE GROUP. WHERE SUBSIDIARIES ARE OWNED BY MORE THAN ONE SHAREHOLDER AN ASSESSMENT WOULD NEED TO BE MADE AS TO WHICH SHAREHOLDERS CAN BE CLASSIFIED AS PUBLIC LISTED COMPANIES AS DESCRIBED ABOVE AND WHICH DO NOT. ANY CORPORATE SHAREHOLDER WHICH CANNOT BE SO CLASSIFIED WILL BE TREATED AS A NON-BENEFICIAL SHAREHOLDER

STATE CORPORATION IT SHOULD BE NOTED THAT THE DEFINITION OF BENEFICIAL OWNERS IN S 337 A (1) PROVIDES FOR THE CORPORATION SOLE TO BE TREATED AS AN INDIVIDUAL. THUS ANY CHAIN OF OWNERSHIP LEADING TO THE CORPORATION SOLE WOULD IDENTIFY THE CORPORATION SOLE AS THE BENEFICIAL OWNER.

FORM 41 5.The natural person(s) who ultimately holds the beneficial ownership and/or controlling interest in the said share(s): (a)*owns the shares directly; (b)*owns the shares indirectly; or (c)*exercises control of the shares through other means. (*Delete if not applicable) REPUBLIC OF TRINIDAD AND TOBAGO THE COMPANIES ACT, CH.81:01 [Section 337C(1)] 6.*The natural person(s) who ultimately holds the beneficial ownership and/or controlling interest in the said share(s)- (a)holds directly the beneficial ownership and/or controlling interest in the shares of the intermediate holding company, (state the name of the company), a (state the status of the company) *incorporated/*formed under the laws of (state the country of *incorporation/*formation), whose name is entered in the register of members as the holder of the said shares; or (b)holds directly the beneficial ownership and/or controlling interest in the shares of (state the name of the company) a (state the status of the company) *incorporated/*formed under the laws of (state the country of *incorporation/*formation), who is the intermediate holding company of (state the name of the company) a (state the status of the company) incorporated/formed under the laws of (state the country of incorporation/formation), **whose name is entered in the register of members as the holder of the said shares. (c)*exercises control through other means, namely: .. (Explain Control through other means) (*Delete if not applicable) (** Indicate any other intermediate holding companies in the chain of ownership) DECLARATION OF NON-BENEFICIAL OWNERSHIP (to be submitted to the company by a person entered in the register of members) NAME OF COMPANY. ...... COMPANY NO . ... .. PRESENTED BY .. I, .. of (Name Block Letters) (Address) . (Occupation and Nationality) do solemnly and sincerely declare as follows: 1.I am a person whose name is entered in the register of members of (State the name of the Company) as the holder of (state the number and class(es) of share(s)) in the company. 2.I became the holder of the said shares on the following date(s) and continue to be at the date of this declaration: ...... (Number and Class of Shares) (Date of Becoming a Member of the Company) 3.I do not hold the beneficial ownership and/or controlling interest in the said shares(s). 4.The natural person(s) who ultimately holds the beneficial ownership and/or controlling interest in the said share(s) is(are): ...... (Given Name(s) & Surname) .............................................................. (Address) (Nationality) (Number and Class of Shares) (Occupation)

FORM 42 REPUBLIC OF TRINIDAD AND TOBAGO 4.I- (a)*hold directly the beneficial ownership and/or controlling interest in the shares of the intermediate holding company, (state the name of the company), a (state the status of the company) *incorporated/*formed under the laws of (state the country of *incorporation/*formation), whose name is entered in the register of members as the holder of the said shares; or (b)* hold directly the beneficial ownership and/or controlling interest in the shares of (state the name of the company), a (state the status of the company) *incorporated/*formed under the laws of (state the country of *incorporation/*formation), which is the intermediate holding company of (state the name of the company), a (state the status of the company) incorporated/formed under the laws of (state the country of incorporation/formation), **whose name is entered in the register of members as the holder of the said shares. (*Delete if not applicable) (** Indicate any other intermediate holding companies in the chain of ownership) (c)*exercise control through other means, namely: .. (Explain Control through other means) THE COMPANIES ACT, CH.81:01 [Section 337C(2) and (3)] DECLARATION OF BENEFICIAL OWNERSHIP (to be submitted to the company by a beneficial owner) NAME OF COMPANY. COLONIAL FIRE & GENERAL INSURANCE COMPANY LIMITED..... .. COMPANY NO C 152{C} ... .. PRESENTED BY . .. I, .. of (Name Block Letters) (Address) . (Occupation and Nationality) do solemnly and sincerely declare as follows: 1.I am a/the beneficial owner of (state the number and class(es) of share(s)) in (state the name of the company) 2.I became the beneficial owner in respect of the said shares on the following date(s) and continue to be the beneficial owner of the said share(s) at the date of this declaration: ...... (Number and Class of Shares) (Date of Acquiring Beneficial Ownership) 3.I *own the shares *directly/*indirectly/*exercise control of the shares through other means and the *person/*individual whose name is entered in the register of members of the company as the holder of the said share(s) is: ...... (Given Name(s) & Surname/Corporate Name) .............................................................. (Address/Registered Office) (Occupation/Status) AND I MAKE THIS SOLEMN DECLARATION conscientiously believing the same to be true and by virtue of the Statutory Declarations Act Chapter 7:04. Sworn to at ..) .) this day of ....,2019) Before me: (Number and Class of Shares) Commissioner of Affidavits (Nationality/Jurisdiction of Incorporation/Formation) (*Delete if not applicable)

FORM 45 REPUBLIC OF TRINIDAD AND TOBAGO (c)List of shareholder(s) of the company who do not hold the beneficial and/or controlling interest in the shares held, as ascertained by the company as of this date: Given Name(s) & Surname / Company Name THE COMPANIES ACT, CH.81:01 (Section 337 C(6), 337(D)) Number and Class of Shares Address / Registered Office Occupation / Status Nationality / Jurisdiction of Incorporation / Formation Given Name(s) & Surname of Beneficial Owner(s) of Share(s) RETURN OF BENEFICIAL INTEREST IN THE SHARES OF A COMPANY 1.Name of Company....... 2.Company No .. .. . 3.Registered Office of Company . 4.Declaration under section 337C received on the following date: 6.PARTICULARS OF BENFECIAL OWNER(S): (a)Change of particulars of beneficial owner(s) and/or person(s) holding controlling interest in a share(s) of the company: Given Name(s) & Surname(s) / Particulars of Change of Name Section 337 C(1) Section 337 C(2) Address and Date of Change Occupation and Date of Change Nationality and Date of Change Section 337 C(3) Section 337 C(4) 5.PARTICULARS OF SHAREHOLDER(S) IN THE COMPANY WHO DOES NOT HOLD THE BENEFICIAL INTEREST IN THE SHARES HELD (a)Change of particulars of the existing shareholder(s) who does not hold the beneficial and/or controlling interest in the shares held: (b)Change to the list of beneficial owner(s) and/or person(s) holding controlling interest in a share(s) of the company: Particulars of person(s) acquiring beneficial ownership and/or controlling interest person(s)holding controlling interest Given Name(s) and Surname(s) / Company Name or Particulars of Change of Name Address/ Registered Office and Date of Change Occupation / Status and Date of Change Nationality/ Jurisdiction of Incorporation/Formation and Date of Change Particulars of person(s) ceasing to be beneficial owner(s) and/or Number and Class of Shares Given Name(s) & Surname Date of becoming beneficial owner Number and Class of Shares Given Name(s) & Surname Date of Ceasing to be beneficial owner Address Occupation Nationality (b)Change to the list of shareholders who does not hold the beneficial and/or controlling interest in the shares held: Particulars of person(s) becoming a shareholder(s) who does not hold the beneficial and/or controlling interest in the shares held: Particulars of person(s) ceasing to be a shareholder(s) who does not hold the beneficial and/or controlling interest in the shares held: (c)List of beneficial owner(s) and/or person holding controlling interest in a share(s) of the company, as ascertained by the company, as of this date: Given Name(s) & Surname Shares Number and Class of Shares Given Name(s) & Surname / Company Name Date of becoming sharehold er(s) Number and Class of Shares Given Name(s) & Surname / Company Name Date of Ceasing to be shareholder (s) Address / Registered Office Occupation / Status Nationality / Jurisdiction of Incorporation / Formation Number and Class of Address Nationality Occupation Given Name(s)& Surname(s) / Corporate Name(s) of Shareholder(s) who does not hold the beneficial or controlling interest in the shares Nature of Beneficial Interest

Given Name(s) & Surname Number and Class of Shares Address Nationality Occupation Given Name(s)& Surname(s)/ Corporate Name(s) of The Shareholder Nature of Beneficial Interest 7.Particulars of beneficial ownership and/or controlling interest in shares acquired through indirect ownership or control (describe the chain of ownership from the shareholder to the beneficial owner): Shareholders of the First Immediate Holding Company: (state the name of the company) Given Name(s) & Surnames / Company Name(s) Number and Class of Shares Address/ Registered Office Occupation/ Status Nationality/ Jurisdiction of Incorporation / Formation 8. Shareholders of the Second Immediate Holding Company: (state the name of the company) Given Name(s) & Surnames/ Company Name(s) Number and Class of Shares Address / Registered Office Occupation / Status Nationality/ Jurisdiction of Incorporation/ Formation Shareholders of the Third Immediate Holding Company: (state the name of the company) Given Name(s) & Surnames/ Company Name(s) Number and Class of Shares Address/ Registered Office Occupation / Status Nationality/ Jurisdiction of Incorporation/ Formation Particulars of control exercised over the shares of the company through other means: 9.Date Name and Title Signature

10. Particulars of share warrants or bearer share warrants surrendered to the company pursuant to section 33 (7) or cancelled under section 33(10): Share Warrant/ Bearer Share Warrant Serial Number Date of Surrender Date of Cancellation F O R M 2 8 11. Names, Addresses and Occupation/ Status of Holder(s) of Shares Particulars of holders and beneficial owners of shares in the company as of the date of the Annual Return: Names, Addresses and Occupation of Beneficial Owner(s) Class of Shares and Number held at date of Return Jurisdiction of Incorporation Occupation / Name(s) and Nationality / / Formation Occupation Shares held Nationality Name(s) & Registered Number of Surname / Company Surname Address/ Address Class of ,,Shares Office Given Given Status Name 12.Date Name and Title Signature