PROSPECTUS JMMB GROUP LIMITED ADDITIONAL PUBLIC OFFER OF ORDINARY SHARES Offer Opens in Jamaica: October 22, 2019, 9:00 a.m. Offer Opens in Trinidad and Tobago: October 25, 2019, 9:00 a.m.* Offer Closes: November 7, 2019, 3:00 p.m. (Jamaica) / 4:00 p.m. (Trinidad and Tobabgo*) *subject to receipt of all regulatory approvals for the Invitation in Trinidad and Tobago PROSPECTUS JMMBGL - ADDITIONAL PUBLIC OFFER OF ORDINARY SHARES PROSPECTUS Dated as of the 15 day of October, 2019 INVITATION TO THE PUBLIC FOR SUBSCRIPTION of 266,737,797 New Ordinary Shares (with the ability to upsize to a maximum of 325,000,000 New Ordinary Shares) (including 230,000,000 Reserved Shares as follows: Key Investors - 150,000,000 Reserved Shares Existing Shareholders and Team Members - 80,000,000 Reserved Shares) in the capital of JMMB GROUP LIMITED at a subscription price of EXISTING SHAREHOLDERS KEY INVESTORS NON-RESERVED AND TEAM MEMBERS SHARE APPLICANTS J$38.00 T&T$1.90* J$38.00 T&T$1.90* J$38.75 T&T$1.94* Payable in full on Application BROKERS JMMB SECURITIES LIMITED JMMB SECURITIES (T&T) LIMITED SELLING AGENTS JAMAICA TRINIDAD AND TOBAGO* Jamaica Money Market Brokers Limited West Indies Brokers Limited Barita Investments Limited Bourse Brokers Limited Victoria Mutual Wealth Management Limited First Citizens Brokerage and Advisory Services Mayberry Investments Limited Limited Proven Wealth Limited Caribbean Stockbrokers Limited Scotia Investments Jamaica Limited No underwriter has been involved in the distribution, including the preparation of this Prospectus and no underwriter has performed any review of the contents of this Prospectus. *subject to receipt of regulatory approvals for the Invitation in Trinidad and Tobago III A copy of this Prospectus, together with the documents specified in Section 18 entitled Documents“ Available for Inspection,” was delivered to the Companies Office of Jamaica pursuant to Section 40(2) of the Companies Act of Jamaica and was registered by the Companies Office of Jamaica on October 15 2019. The Companies Office of Jamaica accepts no responsibility whatsoever for the contents of this Prospectus. No New Ordinary Shares will be distributed under this Prospectus later than one (1) year and twenty (20) days after the date of issue of the receipt for this Prospectus by the TTSEC. The Company has been registered with the Financial Services Commission of Jamaica (the “FSC”) with respect to the New Ordinary Shares pursuant to Section 26 (1) of the Securities Act of Jamaica, and pursuant to such registration, a copy of this Prospectus was also delivered to the FSC for registration and it was so registered on October 15 2019. The FSC has neither approved the offered New Ordinary Shares nor has the FSC passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence. A copy of this Prospectus, together with the documents specified in Section 18 entitled “Documents Available for Inspection,” was also filed with the Trinidad and Tobago Securities and Exchange Commission (the “TTSEC”) pursuant to section 73 of the Securities Act 2012 of the laws of the Republic of Trinidad and Tobago (the “Trinidad and Tobago Securities Act”) and as at the date hereof, such application for registration is pending. The Company will notify potential investors of receipt of the requisite regulatory approvals in Trinidad and Tobago by issuing an addendum to this Prospectus which will be done by posting a notice on the website of the Jamaica Stock Exchange at https://www.jamstockex.com, the website of the Trinidad and Tobago Stock Exchange at https://www.stockex.co.tt and at the Company’s website at https://www.jmmb. com and by publishing a copy of such addendum in two (2) daily newspapers of general circulation in Trinidad and Tobago. The TTSEC has not in any way evaluated the merits of the New Ordinary Shares proposed to be issued and any representation to the contrary is an offence under the laws of Trinidad and Tobago. In Jamaica, this proposed issue of New Ordinary Shares is being made as an invitation to the public to subscribe for shares in accordance with the Companies Act of Jamaica and the Securities Act of Jamaica. In Trinidad and Tobago, provided all regulatory approvals for the Invitation in Trinidad and Tobago are received, this invitation for subscription will be made to the public in accordance with the Trinidad and Tobago Securities Act. The New Ordinary Shares may be subscribed for by prospective Applicants organized or resident in Jamaica or in Trinidad and Tobago* without restriction. This Prospectus (herein the “Prospectus”) is intended for use in Jamaica and Trinidad and Tobago* and is not to be construed as an offer of any of the New Ordinary Shares outside of Jamaica and Trinidad and Tobago. The Directors whose names appear in Section 4 of this Prospectus have seen and approved this Prospectus and accept full responsibility, collectively and individually, for the accuracy of the information given and confirm that, after having made all reasonable enquiries, and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement herein false or misleading. No person is authorised to provide information or to make any representation whatsoever in connection with this Prospectus, which is not contained in this Prospectus. *subject to receipt of regulatory approvals for the Invitation in Trinidad and Tobago IV PROSPECTUS JMMBGL - ADDITIONAL PUBLIC OFFER OF ORDINARY SHARES PROSPECTUS by JMMB GROUP LIMITED for 266,737,797 New Ordinary Shares (with the ability to upsize to a maximum of 325,000,000 New Ordinary Shares) in the capital of JMMB GROUP LIMITED at a subscription price of EXISTING SHAREHOLDERS KEY INVESTORS NON-RESERVED AND TEAM MEMBERS SHARE APPLICANTS J$38.00 T&T$1.90* J$38.00 T&T$1.90* J$38.75 T&T$1.94* *subject to receipt of regulatory approvals for the Invitation in Trinidad and Tobago Payable in full on Application This Prospectus contains important information for Application Forms provided at the end of this Prospectus prospective investors in the Company. All prospective or on the Application Forms available for download at www. investors should read this Prospectus carefully in its entirety jmmb.com, www.jamstockex.com and www.stockex.co.tt. before submitting an Application. Each Application for the New Ordinary Shares must be for The application lists, with respect to the New Ordinary multiples of 100 such New Ordinary Shares, subject to a Shares, will open at 9:00 a.m. in Jamaica on October 22, minimum of 300 such New Ordinary Shares. 2019 (the “Opening Date - Jamaica”) and (subject to receipt of regulatory approvals for the Invitation in Trinidad and The procedure for applying for the New Ordinary Shares Tobago) 9:00 a.m. in Trinidad and Tobago on October 25, and the terms and conditions of the Invitation are set out in 2019 (the “Opening Date – Trinidad and Tobago”) and will Section 21 of this Prospectus and on the Application Form. close on November 7, 2019 at 3:00 p.m in Jamaica and 4:00 p.m. in Trinidad and Tobago (subject to receipt of regulatory Completed Application Forms must be received by 3:00 approvals for the Invitation in Trinidad and Tobago) or such p.m. in Jamaica and 4:00 P.m. in Trinidad and Tobago on the other date as may be fixed by the Board (the Closing“ Date”). Closing Date. Each Application Form must be accompanied/ supported by payment for the full amount payable on Applications submitted prior to the Opening Date - Jamaica subscription by an Approved Payment Method in the (in the case of applications made in Jamaica) or the Opening required currency and delivered to any one of the locations Date – Trinidad and Tobago (in the case of applications listed in Section 3 of this Prospectus entitled “Professional made in Trinidad and Tobago, provided regulatory approvals Advisors To The Invitation and Locations Where Applications for the Invitation in Trinidad and Tobago are received) will May Be Submitted”, provided that the locations in Trinidad be received, but not processed until the Opening Date. The and Tobago shall be used only if regulatory approvals for the Company reserves the right to: (i) close any application list Invitation in Trinidad and Tobago are received. at any time without prior notice if Applications have been received prior to the Closing Date for the full amount of the Upon the issue of the New Ordinary Shares, they shall respective New Ordinary Shares offered,provided that any be converted to additional ordinary stock units. It is the such early closure of the application list in Jamaica shall not intention of the Company to have the New Ordinary Shares occur prior to the end of a period of seven (7) days following cross-listed on the Jamaica Stock Exchange (the “JSE”) the Opening Date – Trinidad and Tobago (subject to receipt and (subject to receipt of regulatory approvals for the of regulatory approvals for the Invitation in Trinidad and Invitation in Trinidad and Tobago) the Trinidad and Tobago Tobago); or (ii) extend such closing beyond the above- Stock Exchange (the “TTSE”). To this end, the Company has mentioned date. In either case, the Company will provide applied (or intends to so apply promptly after the close of notice as soon as reasonably practicable via a press release in the Invitation, in the case of the JSE) for admission of the Jamaica and in Trinidad and Tobago and by posting a notice on New Ordinary Shares to the Main Market of both the JSE the website of the Jamaica Stock Exchange at https://www.