0001144204-17-052946 Sample Contracts

Bancolombia S.A. US$750,000,000 Underwriting Agreement
Underwriting Agreement • October 18th, 2017 • Bancolombia Sa • Commercial banks, nec • New York

Bancolombia S.A., a Colombian banking institution, incorporated under the laws of the Republic of Colombia (“Colombia”) as a sociedad anónima (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citi”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BAML”) and UBS Securities LLC (“UBS” and, together with Citi and BAML, the “Underwriters”) US$750,000,000 in aggregate principal amount of its 4.875% Subordinated Notes due 2027 (the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined in Section 2 herein), by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

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