2,600,000 Shares* PMFG, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2012 • PMFG, Inc. • General industrial machinery & equipment, nec • New York
PMFG, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 2,600,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) and William Blair & Company, L.L.C. are serving as representatives (the “Representatives”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional 390,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
