ANNALY CAPITAL MANAGEMENT, INC. 75,000,000 Shares of Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT February 15, 2011Underwriting Agreement • February 18th, 2011 • Annaly Capital Management Inc • Real estate investment trusts • New York
Annaly Capital Management, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC (“Credit Suisse”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and Rcap Securities, Inc. are acting as representatives, an aggregate of 75,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 11,250,000 shares of Common Stock (the “Additional Shares”). The Firm Shares
