FORM OF INTERNATIONAL UNDERWRITING AGREEMENTInternational Underwriting Agreement • January 25th, 2006 • Gruma Sa De Cv • Miscellaneous food preparations & kindred products • New York
Gruma S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (the “Company” or the “Seller”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule A hereto for whom you are acting as representative (the “Representative”) an aggregate of • shares of the Company’s Class I, Series B Common Stock, without par value (the “Shares” and the “Agreement” as appropriate). The respective amounts of the Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule A hereto.
