NATIONAL COMMERCIAL BANK JAMAICA LIMITED [803,571,429] Ordinary Shares in the Form of American Depositary Shares Underwriting AgreementNational Commercial Bank Jamaica LTD • January 24th, 2013 • Commercial banks, nec • New York
National Commercial Bank Jamaica Limited (the “Bank”), a company incorporated with limited liability under the laws of Jamaica (“Jamaica”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [625,000,000] ordinary shares, no par value per share, of the Bank (“Ordinary Shares”) in the form of American Depositary Shares (“ADSs”), each ADS representing 50 Ordinary Shares, and certain shareholders of the Bank named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [178,571,429] Ordinary Shares in the form of ADSs (such Ordinary Shares in the form of ADSs being sold by the Bank and the Selling Shareholders, collectively, the “Firm Securities”). In addition, the Bank proposes to sell to the Underwriters, at the option of the Underwriters and solely for the purpose of covering over-allotments, an a
LETTER OF UNDERTAKINGNational Commercial Bank Jamaica LTD • January 24th, 2013 • Commercial banks, nec
Reference is made to the Deposit Agreement, dated as of [ ], 2013 (the “Deposit Agreement”) among National Commercial Bank Jamaica Limited (the “Bank”), JPMorgan Chase Bank, N.A., as depositary, and all holders (the “Holders”) from time to time of American Depositary Receipts issued thereunder evidencing American Depositary Shares (the “ADSs”) representing Ordinary Shares, no par value (the “Ordinary Shares”), of the Bank, and to the offering and sale of the ADSs as described in the Registration Statement on Form F-1 (File No. 333-181567) filed by the Bank with the U.S. Securities and Exchange Commission, including the prospectus dated [ ], 2013, contained therein (the “Offering”).
