NATIONAL COMMERCIAL BANK JAMAICA LIMITED [803,571,450] Ordinary Shares in the Form of American Depositary Shares Underwriting AgreementUnderwriting Agreement • January 25th, 2013 • National Commercial Bank Jamaica LTD • 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 [178,571,450] 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
