Title and Date. JMD2,100,000,000 7.25 per cent. Fixed Rate Notes due April 19, 2029 payable in U.S. Dollars

Interest Rate/Interest Payment Date. 7.25 per cent. per annum payable annually in arrears on April 19 of each year from and including April 19, 2025, and ending on the Maturity Date. See, Final Terms, Item 15.

Maturity Date. April 19, 2024.

Redemption Provisions/Amortization Provisions. The Notes are not redeemable prior to maturity. See Prospectus, Terms and Conditions of the Notes, Condition 5.

Kind and Priority of Liens. Not applicable.

Priority of Obligations. The Notes will constitute direct, unconditional, general and unsecured obligations of the Corporation and will rank pari passu and without any preference among themselves and pari passu with all other outstanding unsecured and unsubordinated obligations for borrowed money of the Corporation. See Prospectus, Terms and Conditions of the Notes, Condition 3.

Amendment of Terms.

Other Material Provisions. Not applicable.

Fiscal/Paying Agent. The Global Agent is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England.

Plan of Distribution. See, generally, Prospectus, cover page, pp. 45-47, the Program Agreement, and the Terms Agreement.

Stabilization Provisions. Not applicable.

Responsibility of Each Underwriter/Withholding of Commissions. See generally Program Agreement and Terms Agreement.

Information Statement (dated October 11, 2022);¹

Prospectus (October 11, 2021);²

Final Terms (April 17, 2024); and

Terms Agreement (April 17, 2024).

Incorporated by reference from filing pursuant to Rule 2(a)(3) of Regulation IFC dated October 11, 2022

Filed on October 25, 2021.

 1. Valuation  Postponement

 (As defined below)

 2. Determination Agent  Determination of Reference Rate

 (As defined below)

“Deferral Period for Unscheduled Holiday” means, in the event a scheduled USD/JMD Determination Date is postponed to the following Business Day due to the occurrence of an Unscheduled Holiday, and as a consequence, the USD/JMD Determination Date has not occurred on or before the 14th consecutive day after the scheduled USD/JMD Determination Date (any such period being a “Deferral Period”), then the next day after the Deferral Period that is or would have been a Business Day but for the Unscheduled Holiday shall be deemed to be the USD/JMD Determination Date.

“Determination Agent” means Citibank N.A., New York.

“Determination Agent Determination of Reference Rate” means the relevant USD/JMD exchange rate as determined by the Determination Agent in its sole discretion, acting in good faith and using commercially reasonable procedures to produce a commercially reasonable result.

“Early Redemption Date” means the day on which the Notes become due and payable in accordance with Condition 9 (Events of Default).

“Following Business Day Convention” means that if any Interest Payment Date is not a Business Day, the applicable payment shall be made on the next following Business Day (unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day), and no additional interest or other amounts will accrue or be payable by the Corporation in respect of any such postponed payment.

“Maximum Days of Postponement”: 14 calendar days.

“Price Source Disruption” means it becomes impossible to obtain the Reference Rate on the Valuation Date (or, if different, the day on which rates for that Valuation Date would, in the ordinary course, be published or announced by the relevant price source).

“Reference Rate” means in respect of a USD/JMD Determination Date, the USD/JMD arithmetic average of the Buying weighted average and Selling weighted average USD/JMD rates, expressed as the amount of Jamaican Dollar per one United States Dollar, as displayed under the Foreign Exchange Market section on the website of the Central Bank of Jamaica (http://www.boj.org.jm/), under subsection Daily FX Spot Trading Summary on the applicable USD/JMD Determination Date (or any successor or replacement page), and rounded to 2 decimal places.

If such rate is:

(i)discontinued and/or is no longer published by the Central Bank of Jamaica on any successor page; or

(ii)not indicative of the market standard rate (as determined in the sole discretion of the Determination Agent)

(clauses (i) and (iii), individually and collectively, the “Reference Rate Disruption Events”),

then the Reference Rate shall be determined by the Determination Agent, in its sole discretion, acting in good faith and using commercially reasonable procedures to produce a commercially reasonable result. For the avoidance of doubt, if any of the Reference Rate Disruption Events occurs or continues to exist, then the remedy specified in the preceding sentence shall supersede the Applicable Price Source Disruption Fallbacks specified above.

“Unscheduled Holiday” means a day that is not a Business Day and in respect of which the market was not aware of such fact (by means of a public announcement or by reference to other publicly available information) until a time later than 9:00 a.m. local time in Kingston two Business Days prior to the scheduled USD/JMD Determination Date.

“USD/JMD Determination Date” means two (2) Business Days prior to the relevant Interest Payment Date, the Early Redemption Date or the Maturity Date, as the case may be, subject to adjustment in accordance with the Following Business Day Convention in the event of an Unscheduled Holiday, or if Valuation Postponement applies, such date on which the Price Source Disruption ceases, subject to the provisions in the Applicable Disruption Fallbacks.

“Valuation Date” means the USD/JMD Determination Date, subject to Valuation Postponement.

By:

/s/ Tom M.V. Ceusters

Name:

Tom M.V. Ceusters

Title:

Director

Duly authorized

LISTING

(i) Listing:

(ii)  Admission to trading:

RATINGS

Ratings:

S & P: AAA

Moody’s: Aaa

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

OPERATIONAL INFORMATION

Intended to be held in a manner which would allow Eurosystem eligibility:

ISIN Code:

CUSIP:

Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking S.A. and The Depository Trust Company and the relevant identification number(s):

Delivery:

Names and addresses of additional Paying Agent(s) (if any):

Names and addresses of any Exchange Agent(s) (other than the Global Agent) (if any):

GENERAL

Applicable TEFRA exemption:

UNITED STATES TAXATION

The undersigned agrees to purchase from you (the “Corporation”) the Corporation’s JMD2,100,000,000 7.25 per cent Notes due April 19, 2029, payable in U.S. Dollars (the “Notes”) described in the Final Terms, dated as of the date hereof in the form of Annex I hereto (the “Final Terms”) at 9:00 a.m. New York City time on April 19, 2024 (the “Settlement Date”) at an aggregate purchase price of USD13,555,689.68 (calculated as set forth below at the agreed Reference Rate of 154.9165 Jamaican Dollars per one United States Dollar) on the terms set forth herein and in the Standard Provisions, dated as of October 11, 2021 (as amended from time to time, the “Standard Provisions”), incorporated herein by reference. In so purchasing the Notes, the undersigned understands and agrees that it is not acting as an agent of the Corporation in the sale of the Notes.

When used herein and in the Standard Provisions as so incorporated, the term “Notes” refers to the Notes as defined herein, the term “Time of Sale” refers to April 11, 2024 4:57 p.m. Central European time and the term “Dealer” refers to the undersigned. All other terms defined in the Prospectus, the Final Terms relating to the Notes and the Standard Provisions shall have the same meaning when used herein.

The Corporation represents and warrants to the undersigned that the representations, warranties and agreements of the Corporation set forth in Clause 2 of the Standard Provisions (with the term “Prospectus” revised to read the “Prospectus as amended and supplemented with respect to Notes at the date hereof”) are true and correct on the date hereof. The Corporation has not committed or earmarked the proceeds of the Notes for lending to, or financing activities with, a specific person or organization.

The obligation of the undersigned to purchase Notes hereunder is subject to the accuracy, on the date hereof and on the Settlement Date, of the Corporation’s representations and warranties contained in Clause 2 of the Standard Provisions and to the Corporation’s performance and observance of all applicable covenants and agreements contained therein, in each case with respect to the Notes. The obligation of the undersigned to purchase Notes hereunder is further subject to the receipt by the undersigned of an officer’s certificate of the Corporation substantially in the form referred to in Clause 6(a) of the Standard Provisions, dated as of the Settlement Date.

The Corporation agrees that it will issue the Notes and the undersigned agrees to purchase the Notes at the purchase price specified above (being equal to the issue price of 100.00 per cent. of the aggregate nominal amount of the Notes at the agreed rate of 154.9165 Jamaican Dollars per one United States Dollar).

The purchase price specified above will be paid on the Settlement Date by the Dealer to Citibank, N.A., as custodian for Cede & Co. as nominee for The Depository Trust Company, for transfer in immediately available funds to an account designated by the Corporation.

The Corporation hereby appoints the undersigned as a Dealer under the Standard Provisions solely for the purpose of the issue of Notes to which this Terms Agreement relates. The undersigned accepts such appointment, whereupon it shall be vested, solely with respect to this issue of Notes, with all authority, rights and powers of a Dealer purchasing Notes as principal set out in the Standard Provisions, a copy of which it acknowledges it has received.

In consideration of the Corporation appointing the undersigned as a Dealer under the Standard Provisions solely with respect to this issue of Notes, the undersigned hereby undertakes for the benefit of the Corporation that, in relation to this issue of Notes, it will perform and comply with all of the duties and obligations expressed to be assumed by a Dealer under the Standard Provisions.

The undersigned acknowledges that such appointment is limited to this particular issue of Notes and is not for any other issue of Notes of the Corporation and that such appointment will terminate upon issue of the relevant Notes, but without prejudice to any rights (including, without limitation, any indemnification rights), duties or obligations of the undersigned which have arisen prior to such termination.

For purposes hereof, the notice details of the undersigned are set out in Schedule I hereto.

Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

Citigroup Global Markets Limited (the “UK Manufacturer” understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Final Terms in connection with the Notes; and

the Corporation notes the application of the UK MiFIR Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Notes by the UK Manufacturer and the related information set out in the Final Terms in connection with the Notes.

This Terms Agreement shall be governed by and construed in accordance with the laws of New York.

This Terms Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts together shall constitute one and the same instrument.