SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report of
Foreign Private Issuer
Pursuant
to Rule 13a-16 Or 15d-16 Of The
Securities
Exchange Act of 1934
For the
month of March, 2009
BANCO
LATINOAMERICANO DE EXPORTACIONES, S.A.
(Exact
name of Registrant as specified in its Charter)
LATIN
AMERICAN EXPORT BANK
(Translation
of Registrant’s name into English)
Calle 50
y Aquilino de la Guardia
P.O. Box
0819-08730
El
Dorado, Panama City
Republic
of Panama
(Address
of Registrant’s Principal Executive Offices)
(Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.)
Form 20-F
x
Form 40-F
¨
(Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing information to the Commission pursuant to
Rule 12g-3-2(b) under the Securities Exchange Act of 1934.)
Yes
¨
No
x
(If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b). 82__.)
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereto duly
authorized.
March
13, 2009
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Banco
Latinoamericano de Exportaciones, S.A.
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By:
/s/ Pedro Toll
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Name:
Pedro Toll
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Title: Deputy
Manager
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BANCO
LATINOAMERICANO DE EXPORTACIONES, S.A.
Street
address:
Calle
50 and Aquilino de la Guardia
Mailing
address: P.O. Box 0819-08730
Panama
City, Republic of Panama
March 13,
2009
Dear
Common Shareholders:
You are
cordially invited to attend the Annual Meeting of Shareholders (the “Annual
Meeting”) of Banco Latinoamericano de Exportaciones, S.A. (hereinafter called
the “Bank”) to be held at the Panama Marriott Hotel, Calle 52 and Ricardo Arias,
Panama City, Republic of Panama, on Wednesday, April 15, 2009, at 10:00 a.m.
(Panama time).
At the
Annual Meeting, the holders of the shares of all classes of the Bank’s common
stock will be asked to vote:
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(1)
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to
approve the Bank’s audited financial statements for the fiscal year ended
December 31, 2008 (Proposal 1);
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(2)
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to
appoint Deloitte as the Bank’s independent auditors for the fiscal year
ending December 31, 2009 (Proposal
2);
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(3)
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to
elect three directors (one director to represent the holders of the class
E shares of the Bank’s common stock, and two directors to represent the
holders of all classes of shares of the Bank’s common stock), each to
serve a three-year term (Proposal
3);
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(4)
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to
amend the Bank’s Articles of Incorporation
to:
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A. change
the Bank’s name (Proposal 4(A));
B. modify
the definition of the business purpose of the Bank (Proposal 4(B));
C. allow
the issuance of preferred shares (Proposal 4(C)); and
D. authorize
a new class of common shares (Proposal 4(D)); and
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(5)
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to
transact such other business as may properly come before the Annual
Meeting or any postponements or adjournments
thereof.
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Proposals
4(A), (B), (C) and (D) to amend the Articles of Incorporation of the Bank are
separate proposals, which will be voted upon individually.
Proposal
1, Proposal 2, Proposal 3 and Proposals 4(A), (B), (C), and (D) are more fully
described in the attached Proxy Statement. Also attached are a Notice
of the Annual Meeting and a proxy card. Copies of the Bank’s 2008
Annual Report which includes its financial statements for the fiscal year ended
December 31, 2008, may be obtained by writing to Mr. Jaime Celorio at the Bank,
Calle 50 and Aquilino de la Guardia, P.O. Box 0819-08730, Panama City, Republic
of Panama, or by visiting the Investor Relations section of the Bank’s website
at http://www.bladex.com.
To ensure
that you are properly represented at the Annual Meeting as a shareholder, we ask
that you please read and complete the enclosed materials promptly, and that you
duly sign and date the proxy card with your vote. Should you attend
the Annual Meeting in person, you will be able to vote in person if you so
desire, regardless whether you sent a proxy card.
The Board
of Directors of the Bank (the “Board”) requests that you vote
FOR
the proposals as set forth
in the proxy card. Your vote and support are important to the
Bank.
On behalf
of the Board, we thank you for your cooperation and continued support, and look
forward to seeing you in Panama on Wednesday, April 15, 2009.
Sincerely,
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Ricardo
Manuel Arango
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Secretary
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BANCO
LATINOAMERICANO DE EXPORTACIONES, S.A.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON APRIL 15, 2009
NOTICE IS
HEREBY GIVEN to all holders of the issued and outstanding shares of common stock
of Banco Latinoamericano de Exportaciones, S.A., a Panamanian corporation
(hereinafter called the “Bank”), as of the record date set forth below, that the
2009 Annual Meeting of Shareholders (such meeting, including any postponements
or adjournments thereof, hereinafter referred to as the “Annual Meeting”) of the
Bank will be held at the Panama Marriott Hotel, Calle 52 and Ricardo Arias,
Panama City, Republic of Panama, at 10:00 a.m. (Panama time), on Wednesday,
April 15, 2009. The Annual Meeting will be held for the following
purposes:
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(1)
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to
approve the Bank’s audited financial statements for the fiscal year ended
December 31, 2008 (Proposal 1);
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(2)
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to
appoint Deloitte as the Bank’s independent auditors for the fiscal year
ending December 31, 2009 (Proposal
2);
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(3)
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to
elect three directors (one director to represent the holders of the class
E shares of the Bank’s common stock, and two directors to represent the
holders of all classes of shares of the Bank’s common stock)
to the Board of
Directors of the Bank (the “Board”), each to serve a three-year term
(Proposal 3);
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(4)
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to
amend the Bank’s Articles of Incorporation
to:
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A. change
the Bank’s name (Proposal 4(A));
B. modify
the definition of the business purpose of the Bank (Proposal 4(B));
C. allow
the issuance of preferred shares (Proposal 4(C)); and
D.
authorize a new class of common shares
(Proposal 4(D));
and
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(5)
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to
transact such other business as may properly come before the Annual
Meeting.
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Proposals
4(A), (B), (C) and (D) to amend the Articles of Incorporation of the Bank are
separate proposals, which will be voted upon individually.
The Board
has fixed the close of business on March 11, 2009, as the record date for
determining shareholders entitled to notice of, and to vote at, the Annual
Meeting. The presence (in person or by proxy) of holders representing
at least one half (½) of the total issued and outstanding shares of all classes
of the Bank’s common stock, plus one additional share of the Bank’s common
stock, is necessary to constitute a quorum at the Annual Meeting. In
addition, the presence (in person or by proxy) of holders representing at least
one half (½) of the issued and outstanding shares of each class of the Bank’s
common stock electing directors at the Annual Meeting, plus one additional share
of each such class, is necessary to constitute a quorum at the Annual Meeting
for the purpose of electing such directors. If a quorum is not
present at the Annual Meeting scheduled to be held on Wednesday, April 15, 2009,
at 10:00 a.m. (Panama time), then a second meeting will be held at 10:00 a.m.
(Panama time) on Thursday, April 16, 2009, at the same location, with the
shareholders present (in person or by proxy) at such second
meeting. At this second meeting, a quorum will be constituted by the
shareholders present (in person or by proxy) at such meeting; and for the
purpose of electing directors, a quorum at this second meeting will be
constituted by the shareholders of each separate class of shares present (in
person or by proxy) at such meeting.
Shareholders
are requested to complete, date and sign the enclosed proxy card and return it
promptly in the envelope provided, even if they expect to attend the Annual
Meeting in person. If shareholders attend the Annual Meeting, they
may vote in person if they so desire, even if they have previously mailed their
proxy cards. The enclosed proxy card is being solicited by the
Board. Each Proposal and the mechanisms for voting, in person or by
proxy, are more fully described in the attached Proxy Statement.
By Order of the Board of
Directors,
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Ricardo
Manuel Arango
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Secretary
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March 13,
2009
IT
IS IMPORTANT THAT ALL SHAREHOLDERS BE REPRESENTED (IN PERSON OR BY PROXY) AT THE
ANNUAL MEETING. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD PROMPTLY IN THE ENCLOSED ADDRESSED ENVELOPE, EVEN IF YOU PLAN TO
ATTEND THE ANNUAL MEETING IN PERSON.
SHAREHOLDERS
WHO ATTEND THE ANNUAL MEETING IN PERSON MAY REVOKE THEIR PROXIES AND VOTE IN
PERSON IF THEY SO DESIRE.
TABLE
OF CONTENTS
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Page
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Solicitation
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5
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Voting
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6
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Outstanding
Shares and Quorum
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7
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Proposal
1 – Approval of the Bank’s Audited Financial Statements
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9
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Proposal
2 – Appointment of Independent Auditors
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10
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Proposal
3 – Election of Directors
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11
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Proposal
4 – Approval of Amendments to the Articles of
Incorporation
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13
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Summary
of Proposed Amendments to the Articles of Incorporation
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14
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Information
as to the Board, Committees, Non-Executive Officers of the Board, Advisory
Council and Executive Officers of the Bank
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19
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Information
as to Non-Executive Officers of the Board (
Dignatarios
)
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21
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Meetings
of the Board and Committees
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22
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Audit
and Compliance Committee
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22
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Credit
Policy and Risk Assessment Committee
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23
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Assets
and Liabilities Committee
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24
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Business
Committee
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24
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Nomination
and Compensation Committee
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25
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Advisory
Council
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26
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Executive
Officers
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26
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Compensation
of Executive Officers and Directors
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29
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Executive
Officers Compensation
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29
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2008
Chief Executive Officer Compensation
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30
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Board
of Directors Compensation
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30
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Beneficial
Ownership
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32
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Corporate
Governance Practices
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34
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Transactions
with Related Persons
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35
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Audit
and Compliance Committee Report
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35
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Shareholder
Proposals for 2010 Annual Meeting
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36
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Other
Matters
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37
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Annex
A – Proposal 4(A): Changes to Article 1 of the Articles of
Incorporation
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A-1
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Annex
B – Proposal 4(B): Changes to Articles 2 and 21 of the Articles of
Incorporation
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B-1
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Annex
C – Proposal 4(C): Changes to Article 4 of the Articles of
Incorporation
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C-1
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Annex
D – Proposal 4(D): Changes to Articles 4, 5, 6 and 12 of the Articles of
Incorporation
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D-1
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Annex
E – Fully Amended Articles of Incorporation
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E-1
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BANCO
LATINOAMERICANO DE EXPORTACIONES, S.A.
PROXY
STATEMENT
FOR
THE 2009 ANNUAL MEETING
OF
SHAREHOLDERS
TO
BE HELD ON APRIL 15, 2009
This
Proxy Statement is being furnished to holders of shares of common stock of Banco
Latinoamericano de Exportaciones, S.A. (hereinafter called the “Bank”) in
connection with the solicitation by the Board of Directors of the Bank (the
“Board”) of proxies to be used at the 2009 annual meeting of shareholders (the
“Annual Meeting”) to be held on Wednesday, April 15, 2009, at the Panama
Marriott Hotel, Calle 52 and Ricardo Arias, Panama City, Republic of Panama, at
10:00 a.m. (Panama time), and at any postponements or adjournments
thereof. Unless the context otherwise requires, all references to the
Annual Meeting in this Proxy Statement will mean the Annual Meeting and any
postponements or adjournments thereof.
The
Annual Meeting has been called for the following purposes:
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(1)
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to
approve the Bank’s audited financial statements for the fiscal year ended
December 31, 2008 (See Proposal 1);
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(2)
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to
appoint Deloitte as the Bank’s independent auditors for the fiscal year
ending December 31, 2009 (See Proposal
2);
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(3)
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to
elect three directors (one director to represent the holders of the class
E shares of the Bank’s common stock, and two directors to represent the
holders of all classes of shares of the Bank’s common stock) to the Board,
each to serve a three-year term (See Proposal
3);
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(4)
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to
amend the Bank’s Articles of Incorporation
to:
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A.
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change
the Bank’s name (Proposal 4(A));
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B.
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modify
the definition of the business purpose of the Bank (Proposal
4(B));
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C.
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allow
the issuance of preferred shares (Proposal 4(C));
and
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D.
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authorize a new class of common
shares (Proposal 4(D));
and
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(5)
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to
transact such other business as may properly come before the Annual
Meeting.
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Proposals
4(A), (B), (C) and (D) to amend the Articles of Incorporation of the Bank are
separate proposals, which will be voted upon individually.
The Board
recommends that all shareholders vote
FOR
each of Proposal 1,
Proposal 2, and Proposals 4(A), (B), (C), and (D). With respect to
Proposal 3, the Board has nominated and recommends that (1) all holders of the
class E shares vote
FOR
Will C. Wood as
a
director to represent
the holders of the class E shares, and (2) all common shareholders vote
FOR
Gonzalo Menéndez Duque and
Jaime Rivera as directors to represent all common shareholders.
This
Proxy Statement is being mailed to shareholders entitled to vote at the Annual
Meeting on or about March 13, 2009. If the enclosed proxy card is
properly executed and returned to the Bank in time to be voted at the Annual
Meeting, the shares represented thereby will be voted in accordance with the
instructions marked thereon. The presence of a shareholder at the Annual Meeting
will not automatically revoke that shareholder’s proxy. Shareholders
may, however, revoke a proxy at any time prior to its exercise by delivering to
the Bank a duly executed proxy bearing a later date, by attending the Annual
Meeting and voting in person, or by providing written notice of revocation to
the Secretary of the Bank at Calle 50 and Aquilino de la Guardia, P.O. Box
0819-08730, Panama City, Republic of Panama. Unless revoked or unless
contrary instructions are given (either by vote in person or by subsequent
proxy), if a proxy is duly signed, dated and returned, but has no indication of
how the applicable shareholder wants to vote with respect to any of the
proposals set forth in such proxy, then such proxy will be deemed to grant
authorization to vote as follows: (1)
FOR
Proposal 1 to approve the
Bank’s audited financial statements for the fiscal year ended December 31, 2008;
(2)
FOR
Proposal 2 to
appoint Deloitte as the Bank’s independent auditors for the fiscal year ending
December 31, 2009; (3)
FOR
Proposal 3 to elect Will
C. Wood as director to represent the holders of the class E shares, and Gonzalo
Menéndez Duque and Jaime Rivera as directors to represent the holders of all
classes of shares of the Bank’s common stock; (4)
FOR
Proposal 4(A) to amend the
Bank’s Articles of Incorporation to change the Bank’s name,
FOR
Proposal 4(B) to modify
the purposes of the bank,
FOR
Proposal 4(C) to allow the
issuance of preferred shares, and
FOR
Proposal 4(D) to authorize
a new class of common shares; and (5) in accordance with the best judgment of
the proxy holders with respect to any other matters which may properly come
before the Annual Meeting.
Any
shareholder that shares an address with another shareholder may receive only one
set of proxy materials unless that shareholder has provided contrary
instructions. If such a shareholder wishes to receive a separate set
of proxy materials, the additional copy can be requested by contacting the
Secretary of the Bank at Calle 50 and Aquilino de la Guardia, P.O. Box
0819-08730, Panama City, Republic of Panama. A separate set of proxy
materials will be sent promptly following receipt of the request. If
such a shareholder wishes to receive a separate set of proxy materials in the
future, the request may be made at the same address provided above.
Solicitation
The cost
of soliciting proxies will be borne by the Bank. In addition to the
solicitation of proxies by mail, the Bank, through its directors, officers and
other employees, may solicit proxies in person or by telephone, fax or
e-mail. The Bank will also request persons, firms and corporations
holding shares in their names or in the names of nominees, which are
beneficially owned by others, to send the proxy material to, and obtain proxies
from, such beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so. The Bank may engage a proxy
soliciting firm to assist in the solicitation of proxies. The cost of
the services provided by such firm is not expected to exceed approximately
$8,500, plus out-of-pocket expenses.
Voting
The
shares of the Bank that entitle the holders of such shares to vote at the Annual
Meeting consist of the class A shares, class B shares, and class E shares, with
each share entitling its owner to one vote per share at meetings of the
shareholders of the Bank, except with respect to the election of
directors. For the election of directors, the votes of the holders of
each class of shares of the Bank’s common stock will be counted separately as a
class to elect the director(s) that represent such class.
The
holders of each class of common stock have cumulative voting rights with respect
to the election of directors, which means that the shareholders of each class
have a number of votes equal to the number of shares of such class held by each
shareholder, multiplied by the number of directors to be elected by such
class. A shareholder can cast all of its votes in favor of one
candidate, or distribute them among the directors to be elected, as the
shareholder may decide. Shareholders also have cumulative voting
rights in the election of directors who represent all classes of shares of the
Bank’s common stock.
Proposals
4(A), (B), (C), and (D) to amend the Articles of Incorporation of the Bank are
separate proposals, which will be voted upon individually. For
Proposal 4(A) to be approved, the current Articles of Incorporation of the Bank
require the affirmative vote of holders of at least one half (½) plus one of all
classes of shares of the Bank’s common stock represented at the Annual
Meeting. For Proposals 4(B), 4(C), and 4(D) to be approved, the
following votes will be required:
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(i)
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the
affirmative vote of holders of at least three-fourths (¾) of the issued
and outstanding class A common shares;
and
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(ii)
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the
affirmative vote of holders of at least one half (½) plus one of all
classes of shares of the Bank’s common stock represented at the Annual
Meeting.
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The
record date for determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting has been fixed by the Board as the close of business on
March 11, 2009. As of December 31, 2008, there were an aggregate of
36,413,087.79 shares of all classes of the Bank’s common stock issued and
outstanding. Set forth below are the number of shares of each class
of the Bank’s common stock issued and outstanding as of December 31,
2008:
Class of Shares of Common
Stock
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Number of Shares Outstanding
as of December 31, 2008
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A
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6,342,189.16
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B
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2,617,783.63
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E
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27,453,115.00
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Total
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36,413,087.79
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As of
December 31, 2008, the Bank was not directly or indirectly owned or controlled
by another corporation or any foreign government, and no person was the
registered owner of more than 9.7% of the total outstanding shares of voting
capital stock of the Bank.
Outstanding
Shares and Quorum
The
following table sets forth information regarding the Bank’s shareholders that
are the beneficial owners of 5% or more of any one class of the Bank’s voting
stock, at December 31, 2008:
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At
December 31, 2008
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Class
A
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Number of Shares
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% of Class
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% of Total
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Banco
de la Nación Argentina
1
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1,045,348.00
|
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16.5
|
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2.9
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Bartolomé
Mitre 326
|
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1036
Buenos Aires, Argentina
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Banco
do Brasil
2
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974,551.00
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15.4
|
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2.7
|
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SBS
Quadra 1 - Bloco A
|
|
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|
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|
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|
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CEP
70.0070-100
|
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Brasilia,
Brazil
|
|
|
|
|
|
|
|
|
|
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Banco
de Comercio Exterior de Colombia
|
|
|
488,547.00
|
|
|
|
7.7
|
|
|
|
1.3
|
|
Edif.
Centro de Comercio Internacional
|
|
|
|
|
|
|
|
|
|
|
|
|
Calle
28 No.13A-15
|
|
|
|
|
|
|
|
|
|
|
|
|
Bogotá,
Colombia
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco
de la Nación (Perú)
|
|
|
446,556.00
|
|
|
|
7.0
|
|
|
|
1.2
|
|
Ave.
Republica de Panamá 3664
|
|
|
|
|
|
|
|
|
|
|
|
|
San
Isidro, Lima, Perú
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco
Central del Paraguay
|
|
|
434,658.00
|
|
|
|
6.9
|
|
|
|
1.2
|
|
Federación
Rusa y Sargento Marecos
|
|
|
|
|
|
|
|
|
|
|
|
|
Asunción,
Paraguay
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco
Central del Ecuador
|
|
|
431,217.00
|
|
|
|
6.8
|
|
|
|
1.2
|
|
Ave.
Amazonas entre Juan Pablo Sanz y
|
|
|
|
|
|
|
|
|
|
|
|
|
Atahualpa
|
|
|
|
|
|
|
|
|
|
|
|
|
Quito,
Ecuador
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco
del Estado de Chile
|
|
|
323,412.75
|
|
|
|
5.1
|
|
|
|
0.9
|
|
Ave.
Libertador Bernardo O'Higgins 1111
|
|
|
|
|
|
|
|
|
|
|
|
|
Santiago,
Chile
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-Total
shares of class A Common Stock
|
|
|
4,144,289.75
|
|
|
|
65.3
|
|
|
|
11.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of class A Common Stock
|
|
|
6,342,189.16
|
|
|
|
100.0
|
|
|
|
17.4
|
|
Class
B
|
|
Number of Shares
|
|
|
% of Class
|
|
|
% of Total
|
|
Banco
de la Provincia de Buenos Aires
|
|
|
884,460.98
|
|
|
|
33.8
|
|
|
|
2.4
|
|
San
Martin 137
|
|
|
|
|
|
|
|
|
|
|
|
|
C1004AAC
Buenos Aires, Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco
de la Nación Argentina
|
|
|
295,944.50
|
|
|
|
11.3
|
|
|
|
0.8
|
|
Bartolomé
Mitre 326
|
|
|
|
|
|
|
|
|
|
|
|
|
1036
Buenos Aires, Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Korea Exchange Bank
|
|
|
147,172.50
|
|
|
|
5.6
|
|
|
|
0.4
|
|
181,
Euljiro 2GA
|
|
|
|
|
|
|
|
|
|
|
|
|
Jungu,
Seoul, Korea
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-Total
shares of class B Common Stock
|
|
|
1,327,577.98
|
|
|
|
50.7
|
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of class B Common Stock
|
|
|
2,617,783.63
|
|
|
|
100.0
|
|
|
|
7.2
|
|
Class
E
3
|
|
Number of Shares
|
|
|
% of Class
|
|
|
% of Total
|
|
Arnhold
and S. Bleichroeder Advisers, LLC
|
|
|
3,541,212.00
|
|
|
|
12.9
|
|
|
|
9.7
|
|
1345
Avenue of the Americas
|
|
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 10105-4300
|
|
|
|
|
|
|
|
|
|
|
|
|
Brandes
Investment Partners, L.P.
|
|
|
2,173,513.00
|
|
|
|
7.9
|
|
|
|
6.0
|
|
11988
El Camino Real, Suite 500
|
|
|
|
|
|
|
|
|
|
|
|
|
San
Diego, California 92130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-Total
shares of class E Common Stock
|
|
|
5,714,725.00
|
|
|
|
20.8
|
|
|
|
15.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of class E Common Stock
|
|
|
27,453,115.00
|
|
|
|
100.0
|
|
|
|
75.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
shares of Common Stock
|
|
|
36,413,087.79
|
|
|
|
|
|
|
|
100.0
|
|
1
|
Does
not include an aggregate of 3,289 class E shares corresponding to Mr.
Roberto Feletti’s entitlement under the 2008 Stock Incentive Plan, that
were issued to his employer, Banco de la Nación
Argentina.
|
2
|
Does
not include an aggregate of 5,630 class E shares corresponding to Mr. José
Maria Rabelo’s entitlement under the 2003 Restricted Stock Plan and the
2008 Stock Incentive Plan, that were issued to his employer, Banco do
Brasil.
|
3
|
Source: Schedule
13G filing with the U.S. Securities and Exchange Commission dated December
31, 2008.
|
The
presence (in person or by proxy) of the holders of at least one half (½) of the
total issued and outstanding shares of all classes of the Bank’s common stock,
plus one additional share of the Bank’s common stock, is necessary to constitute
a quorum at the Annual Meeting. The presence (in person or by proxy)
of the holders of at least one half (½) of the issued and outstanding shares of
each class of the Bank’s common stock electing directors at the Annual Meeting,
plus one additional share of each such class, is necessary to constitute a
quorum at the Annual Meeting for the purpose of electing such
directors. If a quorum is not present at the Annual Meeting on
Wednesday, April 15, 2009, at 10:00 a.m. (Panama time), then a second meeting
will be held at 10:00 a.m. (Panama time) on Thursday, April 16, 2009, at the
same location, with the shareholders present (in person or by proxy) at such
second meeting. At this second meeting, a quorum will be constituted
by the shareholders present (in person or by proxy) at such meeting; and for the
purpose of electing directors, a quorum at this second meeting will be
constituted by the shareholders of each separate class of shares present (in
person or by proxy) at such meeting.
APPROVAL
OF THE BANK’S
AUDITED
FINANCIAL STATEMENTS
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008
(PROPOSAL
1)
The
Bank’s audited financial statements for the fiscal year ended December 31, 2008,
were prepared by the Bank in accordance with U.S. Generally Accepted Accounting
Principles (“U.S. GAAP”), and were audited by the Bank’s independent auditors,
Deloitte, in accordance with U.S. Generally Accepted Auditing
Standards. At the Annual Meeting, the shareholders will vote to
approve the Bank’s annual audited financial statements; however, the audited
financial statements are not subject to change as a result of such
vote. As has been customary at prior annual meetings of the Bank’s
shareholders, officers of the Bank will be available to answer any questions
that may be posed by shareholders of the Bank attending the Annual Meeting
regarding the Bank’s financial results.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE
APPROVAL OF THE BANK’S AUDITED FINANCIAL STATEMENTS FOR THE
FISCAL
YEAR ENDED DECEMBER 31, 2008.
APPOINTMENT
OF INDEPENDENT AUDITORS
(PROPOSAL
2)
The Board
recommends that the shareholders appoint Deloitte as independent auditors for
the Bank for the fiscal year ending December 31, 2009. The Bank
has been advised by Deloitte that neither that firm nor any of its affiliates
has any relationship with the Bank or its subsidiaries, other than the
relationship that typically exists between independent auditors and their
clients. Deloitte will have representatives present at the Annual
Meeting who will have an opportunity to make a statement, if they so desire, and
who will be available to respond to questions that may be posed by shareholders
of the Bank attending the Annual Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE
APPOINTMENT OF DELOITTE AS INDEPENDENT AUDITORS OF THE BANK FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2009.
ELECTION
OF DIRECTORS
(PROPOSAL
3)
The Board
consists of ten directors in accordance with the Bank’s Articles of
Incorporation. Three directors are elected by the holders of the
class A shares, five directors are elected by the holders of the class E shares,
and two directors are elected by the holders of all classes of the Bank’s common
stock.
Except
for the Bank’s Chief Executive Officer, Mr. Jaime Rivera, and for Mr. Guillermo
Güémez , all the members of the Board are independent under the terms defined by
applicable laws and regulations, including rules promulgated by the U.S.
Securities and Exchange Commission (the “SEC”) under the Sarbanes-Oxley Act of
2002 (the “Sarbanes-Oxley Act”), Section 303A of the rules of the New York Stock
Exchange (the “NYSE”), and Agreement No. 04-2001 of the Superintendency of Banks
of the Republic of Panama (the “Superintendency of
Banks”). Information regarding the independence determination of
directors is included on the Bank’s website at http://
www.bladex.com
/Investors Center/Corporate
Governance.
Members
of the Board are elected at annual meetings of shareholders of the Bank, and
each director serves a term of three years. Directors can be
re-elected once or multiple times. In the election of members of the Board
representing a class of shares of the Bank’s common stock, the votes of the
holders of such class of shares are counted separately as a class.
The
holders of each class of common stock have cumulative voting rights with respect
to the election of directors representing such class. This means that
a shareholder of each class has a number of votes equal to the number of shares
of such class held by the shareholder multiplied by the number of directors to
be elected by such class, and the shareholder can cast all of the votes in favor
of one candidate or distribute them among all of the directors to be elected, or
among two or more of them, as the shareholder may
decide. Shareholders also have cumulative voting rights in the
election of directors who represent all classes of shares of the Bank’s common
stock.
At the
Annual Meeting, common shareholders will be asked to elect three directors (one
director to represent the holders of the class E shares of the Bank’s common
stock, and two directors to represent the holders of all classes of shares of
the Bank’s common stock) to the Board. The votes of the holders of
the class E shares will be counted separately as a class for the purpose of
electing the director to represent the holders of the class E
shares. Each elected director will serve a term of three
years. The Board has nominated Will C, Wood as a director to
represent the holders of the class E shares, and Gonzalo Menéndez Duque and
Jaime Rivera as directors to represent the holders of all classes of shares of
the Bank’s common stock.
One
Director Nominated for Re-election to Represent Holders of Class E
Shares
With the
recommendation of the Bank
’
s Nomina
tion and
Compensation Committee, the Board has nominated Will C. Wood for re-election as
a director to represent the holders of the class E shares of the
Bank
’
s
common stock.
Will C. Wood
has served as the
founding principal of Kentwood Associates of Menlo Park, California
since 1993. He is a trustee of Dodge & Cox mutual funds. He
was employed by Wells Fargo in the International Banking Group and served as an
Executive Vice President from 1986 to 1989. While at Wells Fargo, Mr. Wood also
was a Director of the Bankers’ Association for Foreign Trade and PEFCO, a
privately owned export finance company. He was employed by Crocker Bank and
served as Executive Vice President in charge of the International Division and
Manager of the Latin America Area from 1975 to 1986. Mr. Wood previously worked
for Citibank in La Paz, Bolivia, Lima, Peru and Rio de Janeiro and Sao Paulo,
Brazil, and began his career with Citibank’s Overseas Division in New York
in 1964.
Directors
Nominated for Re-election to Represent Holders of All Classes of Common
Stock
With the recommendation of the Bank
’
s Nomination and
Compensation Committee, the Board has nominated Gonzalo Mené
ndez Duque and Jaime Rivera for re-election as directors
to represent the holders of all classes of com
mon stock.
Gonzalo Menéndez Duque
is a
senior director of the Luksic companies in Chile and serves as Director of the
following Luksic group holding companies: Banco de Chile since 2001,
Holdings Quiñenco since 1996, and Antofagasta PLC since 1985. In
addition, he serves as President of the following Luksic group
companies: Banchile Corredores de Bolsa, S.A. since 2007 and
Inversiones Vita since 2000. He also has served as Vice Chairman of
Fundación Andrónico Luksic A. and Fundación Pascual Baburizza since
2005. Previously, Mr. Menéndez Duque served as Director and President
of several companies related to Grupo Luksic since 1985, including the
following: Banco de A. Edwards and related companies, Banco Santiago,
Empresas Lucchetti, S.A., Banco O’Higgins, Antofagasta Group, and Banchile
Administradora General de Fondos.
Jaime Rivera
has served as a
director of the Bank since 2004, when he was appointed Chief Executive
Officer. He joined the Bank in 2002 as Chief Operating
Officer. Previously, Mr. Rivera served in various capacities for Bank
of America Corporation beginning in 1978, including Managing Director of the
Latin America Financial Institutions Group in Miami and the Latin America
Corporate Finance team in New York, as General Manager in Brazil, Argentina,
Uruguay and Guatemala, as Marketing Manager in Chile, and as Manager of Latin
America Information Systems in Venezuela. He has held Board positions
with the Council of the Americas, the Florida International Bankers’
Association, and the Latin American Agribusiness Development Corporation. Mr.
Rivera is member of the International Advisory Committee (IAC) to the Board of
Directors of the New York Stock Exchange. He has an MBA degree from
Cornell University, a Master of Science degree from Northwestern University, and
a Bachelor of Science degree from Northrop University.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE HOLDERS OF CLASS E SHARES
VOTE FOR THE RE-ELECTION OF WILL C. WOOD AS A CLASS E DIRECTOR OF THE BANK AND
THAT ALL HOLDERS OF COMMON STOCK VOTE FOR THE RE-ELECTION OF GONZALO MENÉNDEZ
DUQUE AND JAIME RIVERA AS DIRECTORS REPRESENTING THE HOLDERS OF ALL CLASSES OF
SHARES OF THE BANK’S COMMON STOCK.
APPROVAL OF AMENDMENTS
TO
THE ARTICLES OF INCORPORATION
(PROPOSAL
4)
We are proposing to amend the Bank
’
s Articles of
Incorporation to:
A.
change the Bank
’
s
n
ame;
B.
modify the
definition of the business
purpose of the Bank;
C.
allow
the issuance
of preferred shares; and
D.
authorize a new class of
common
shares.
Amend
ments 4(A),
(B), (C), and (D) to the Articles of Incorporation, summarized below, are
beneficial to the Bank and its
shareholders
because they: (1) broaden the scope of the Bank
’
s permitted
business activities in order to encompass all types of banking and
financial business, investments and any other business
that promotes foreign trade and economic development of Latin American
countries; (2) provide the Bank with flexibility in capital raising transactions
by allowing the issuance of preferred shares in
connection
with a financing, as well as enabling it to respond quickly to, and take
advantage of, market conditions and other favorable opportunities; and (3) allow
for
governments
of outside of Latin America to subscribe for shares,
therefore broadening t
he
shareholder
base
of the Bank.
Proposals 4(A), (B), (C), and (D)
will
be voted upon
individually. For Proposal 4(A) to be approved, the affirmative vote
of holders of at least one half (½
) plus
one of all classes of shares of the Bank
’
s common stock
represented at the Annual Meeting will be
required. For Proposals 4(B), 4(C), and 4(D) to be approved, the
following votes will be required:
(i)
the affirmative vote of holders of at least three-fourths (¾
) of the issued and outstanding
class
A
common shares
;
and
(ii)
the affirmative vote of holders of at least one half (½
) plus one of all classes of shares of the
Bank
’
s
common stock represented at the Annual Meeting.
Both the current Articles of Incorporation and the
proposed
amendme
nts to the
Articles of Incorporation were originally written in the Spanish language and
translated into English for your convenience. Attached hereto as
Annex
es
A
through D is a
copy of the
relevant articles of
the
Articles of Incorporation in
English,
m
arked to show the
proposed amendment
s
to the current Articles of Incorporation
under each proposal
, and as Annex E
is
a clean copy of the Articles of Incorporation in English
, which incorporate
s
all
proposed
amendments
.
In the event of any discrepancies be
tween the meaning of the terms of the Articles of
Incorporation in English and the Articles of Incorporation in Spanish, the
meaning of the terms of the Articles of Incorporation in Spanish will
govern.
A copy of the current Articles of Incorpor
ation in Spanish and the
proposed
amendments
to the Articles of Incorporation in Spanish can be
requested,
without
charge
, by contacting the Secretary of the
Bank at Calle 50 and Aquilino de la Guardia, P.O. Box 0819-08730, Panama City,
Republic of Panama.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
AMENDMENTS
4(A), 4(B), 4(C), and 4(D)
TO THE ARTICLES OF
INCORPORATION.
SUMMARY
OF PROPOSED AMENDMENTS TO
THE
ARTICLES OF INCORPORATION
Set
forth below is a summary of proposed amendments 4(A), (B), (C), and (D) to the
current Articles of Incorporation. Prior to making any election with
respect to proposals 4(A), (B), (C), and (D), all shareholders of the Bank
should carefully read the Annexes attached hereto.
Annexes A through D
contain
a
copy of the relevant articles of the
Articles of Incorporation in English, marked to show the proposed amendments to
the current Articles of Incorporation under each proposal, and Annex E
contains
a clean copy of the Articles of Incorporation in
English
,
which incorporates all
proposed amendments.
Proposals 4(A), (B), (C), and (D) to amend
the Articles of Incorporation of the Bank are separate proposals, which will be
voted upon individually.
Proposal 4(A) – Amendment to
Article 1: Name of the Bank
Article
1. Name
The
proposed amendment to Article 1 consists of changing the name of the Bank to
“Banco Latinoamericano de Comercio Exterior, S.A.” in Spanish, and to “Foreign
Trade Bank of Latin America, Inc.” in English. The Bank will continue
to use the name “Bladex” in identifying itself for branding, marketing and other
purposes.
Given
the Bank’s increased emphasis on inter-regional trade, the Board has determined
that it is appropriate to change the name of the Bank to better reflect the
Bank’s business.
Proposal 4(B) – Amendment to
Article 2 and Article 21: Business Purpose
Article
2. Purpose
The
proposed amendment to this Article eliminates references to specific permitted
activities in which the Bank may engage, consistent with its purpose of
supporting general foreign trade flows and economic development of Latin
American countries.
The
proposed amendment broadens the scope of the Bank’s activities to encompass all
types of banking and financial business, investments, and any other types of
businesses that support foreign trade flows and the development of Latin
American countries. The proposed amendment will provide the Bank and
the Board with the flexibility needed to diversify the range of trade related
products and services offered by the Bank, and to adapt its business to changes
in the marketplace.
Article
21. Fundamental Financial Policies
The
proposed amendment modifies previous limitations on the Bank’s activities, and
allows the Bank to finance, directly or indirectly, legal entities operating in
countries whose corresponding state agency is a holder of class A common shares,
as well as legal entities whose corresponding state agency is not a holder of
class A common shares, so long as the financing for entities operating in
countries whose corresponding state agency is a non-holder of class A common
shares, is directly or indirectly related to the foreign trade flows of
countries whose state agency is a holder of class A common
shares. Additionally, the proposed amendment clarifies that the
foregoing limitations do not apply to the book of investments managed by the
Bank’s Treasury.
The
proposed amendment also eliminates references to the Bank’s handling of bankers’
acceptances.
The
proposed amendment will provide the Bank and the Board with the flexibility
needed to diversify the range of products offered by the Bank and to adapt the
Bank to changes in the marketplace and the needs of its clients.
Proposal 4(C) – Amendment to
Article 4: Preferred Shares
Article
4. Authorized Capital
The
authorized capital of the Bank currently consists of one hundred eighty-five
million (185,000,000) shares, divided as follows:
|
-
|
one
hundred eighty million (180,000,000) common shares without par value
consisting of:
|
|
-
|
forty
million (40,000,000) shares designated as class A common
shares;
|
|
-
|
forty
million (40,000,000) shares designated as class B common
shares;
|
|
-
|
one
hundred million (100,000,000) shares designated as class E common shares;
and
|
|
-
|
five
million (5,000,000) shares of preferred stock with a par value of US$10.00
per share.
|
Although
the Bank has no current plans to issue such preferred stock, the proposed
amendment seeks to increase the authorized capital of the Bank by five million
(5,000,000) shares of preferred stock, for a total of ten million (10,000,000)
authorized shares of preferred stock (the “Preferred Shares”) with a par value
of US$10.00 per share, which would result in one hundred ninety million
(190,000,000) total authorized shares. The authorized number of class
A common shares, class B common shares, and class E common shares, and the
rights and privileges associated with the common shares, remain
unaltered.
The
Preferred Shares may be issued in one or more series, each series having the
rights, preferences, privileges and obligations established by the Board of
Directors at the time of their original issuance, and set forth in a certificate
of designation which will be filed with the Public Registry of
Panama. The issuance of the Preferred Shares will require the
affirmative vote of a majority of directors present, which majority must include
the affirmative votes of no less than two directors representing the class A
shareholders. The Preferred Shares that are redeemed and cancelled by
the Bank may be reissued as part of the same series or another series of the
Preferred Shares authorized by the Board of Directors of the Bank.
The
Preferred Shares have no voting rights, except as otherwise contemplated in
their certificate of designation, and only in the case of breach of their terms.
In the event of a breach of the terms of the Preferred Shares, preferred
shareholders will be entitled to elect only one (1) director (regardless of the
existence of one or more series of the Preferred Shares), and only if so
provided in the certificate of designation. The preferred
shareholders will have cumulative voting rights with respect to the election of
their director.
The
amendment also proposes that all shares of the Bank, including common shares and
preferred shares, be issued only in registered form.
The
proposed amendment gives the Board greater flexibility by allowing it to use the
Preferred Shares in connection with capital raising transactions. Although
the Bank does not intend to issue the Preferred Shares presently or in the near
future, the Bank expects to issue the Preferred Shares in the event of a
potential liquidity crisis or if the Bank needs to quickly reinforce its
capital. In addition, the Bank’s ability to issue the Preferred Shares
will enable it to respond quickly to, and take advantage of, market conditions
and other favorable market opportunities (without incurring the delay and
expense associated with calling a special shareholders’ meeting to approve any
contemplated stock issuance), given that preferred shares are more attractive to
investors because they combine the characteristics of debt and equity by
generally not providing voting rights but paying a dividend to holders in
priority to common shareholders. If the Bank does not obtain shareholder
approval for the proposed amendment, the Bank will not have the flexibility to
issue the Preferred Shares to quickly respond to a potential liquidity crisis or
quickly reinforce its capital.
If Proposal 4(C) is approved, all
references in the Articles of Incorporation to the old preferred shares issued
on April 29, 1986, outside of Article 4, will have no effect and will be
eliminated.
Proposal 4(D) – Amendment to
Article 4, Article 5, Article 6, and Article 12: New Class F of Common
Shares
This
proposed amendment establishes a new class of common shares, designed for
state-agencies of non-Latin American countries as well as regional and
international multilateral financial institutions. Accordingly, the
amendments to Articles 4, 5, 6, and 12 establish a new class F of common shares
and set forth its characteristics, including rights and limitations related to
the transfer and exchange of the shares, preemptive rights, and the right of
class F shareholders to elect a director. The proposed amendment gives the Board
greater flexibility to use the class F common shares in connection with
shareholdings from state-agencies entities outside of Latin America, as well as
multilateral agencies.
Article
4. Authorized Capital
The
proposed amendment establishes a new class F of common shares, and adds one
hundred million (100,000,000) shares of common stock to the authorized capital
of the Bank, to be issued as class F common shares, without par
value. Class F common shares will only be issued to (i) state
entities and agencies of non-Latin American countries, including, among others,
central banks and banks in which the related state agency is the majority
shareholder of those countries, and (ii) multilateral financial institutions be
it international or regional institutions. The Board of Directors
will determine whether a given person qualifies, or not, as a class A, B, or F
shareholder. This proposed amendment to Article 4 will enable to Bank
to expand its shareholder base, and aid in capital raising
transactions.
Class F
common shares do not have any special privileges with respect to voting
rights. Each class F common share will entitle its holder to one vote
at any meetings of the shareholders of the Bank, and to cumulative voting rights
with respect to the election of directors of its class.
Article
5. Transfer and Exchange of Shares
Class A
common shares shall continue only to be transferrable to other class A
shareholders or to persons who qualify as class A shareholders. Class
B common shares shall continue only to be transferrable to other class B
shareholders, or to persons who qualify as class B
shareholders. Class F common shares will only be transferrable to
other class F shareholders or to persons who qualify as class F
shareholders.
The
holders of class F common shares may exchange class F common shares for class E
common shares, at a rate of one (1) class F common share for one (1) class E
common share. These transferability limitations on the class F common
shares, as well as the right to exchange class F common shares for class E
common shares, are similar to those of the class B common shares.
Article
6. Pre-emptive Rights
Article 6
has been amended to grant the class F shareholders identical preemptive rights
as those possessed by the class A and class B shareholders.
Article
12. Board of Directors
The
proposed amendment grants the Board the authority to dispose of the assets of
the Bank, or use them as security for the obligations of the Bank, its
subsidiaries, affiliates or persons in which the Bank has an
interest. This proposed amendment will enable the Bank to pursue its
business strategy of diversifying the range of products and services it offers,
which gives the Board greater flexibility in executing such
strategy.
The
proposed amendment does not change the current size of the Board of Directors
ten (10) members, but it allows for an increase to eleven (11) members in the
event the number of issued and outstanding class F common shares is equal to or
greater than fifteen percent (15%) of the total number of issued and outstanding
common shares of the Bank. If the number of issued and outstanding
class F common shares drops below fifteen percent (15%) of the total number of
issued and outstanding common shares of the Bank, the class F shareholders will
lose their right to representation on the Board, and the class F director will
occupy his or her post only until the next ordinary annual meeting of
shareholders, even if on that date the three-year term to which the class F
director was elected has not yet expired. The class F shareholders
may regain their right to elect one director if, on any following year, the
number of issued and outstanding class F common shares is equal to or greater
than fifteen percent (15%) of the total number of issued and outstanding common
shares of the Bank.
Under the
proposed amendment, all references to class B directors are eliminated, as the
class B shareholders lost their right to elect a director when their
shareholdings dropped below 10% of the issued and outstanding shares of the
Bank.
The
proposed amendment allows the Board to nominate class E and class F directors,
as well as those directors elected jointly by all common
shareholders.
Under the
proposed amendment,
if a person is elected
as a class A or class F director, as the case may be, due to the position or
office that person occupies at an institution that is a class A or class F
shareholder, respectively, and this is expressly stated at the time of the
person’s nomination and election, the person will submit his or her resignation
as a director of the Bank if such person ceases to hold such position or office
at such institution. If the person fails to submit his or her
resignation as a director of the Bank, the Board may declare the position vacant
and proceed to fill the vacancy by electing a new director. The new director
will hold office for the remainder of the period of the director being
replaced.
The
proposed amendment allows not only non-executive oficers (
dignatarios
) but also
directors of the Bank to call a meeting of the Board. Under the terms
of the proposed amendment, and consistent with local banking regulations
applicable to the Bank, the presence of the majority of directors who are not
employees of the Bank is required to hold a valid meeting of the
Board. The amendment also eliminates the requirement for meetings of
the Board to be held once every three (3) months. This proposed
amendment gives the Board the ability to meet as necessary, rather than on an
arbitrary schedule, thus making the Board more effective and
efficient.
Under the
proposed amendment, a written resolution may be approved by a majority of the
Board.
The
overall goal of these proposed amendments is to assist the Bank and the Board in
conducting their duties in a more efficient and effective manner.
THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSALS 4(A),
4(B),
4(C), AND 4(D), TO AMEND THE ARTICLES OF INCORPORATION.
INFORMATION
AS TO THE BOARD, COMMITTEES,
NON-EXECUTIVE
OFFICERS OF THE BOARD, ADVISORY COUNCIL AND EXECUTIVE OFFICERS OF THE
BANK
Information
as to Directors
The
following table sets forth certain information concerning the directors whose
terms do not expire in 2009 and who will continue to serve as directors
following the Annual Meeting, including information with respect to
each person’s current position with the Bank and other institutions, country of
citizenship, the year that each director’s term expires, and their
age.
Name
|
|
Position Held With
the Bank
|
|
Country of
Citizenship
|
|
Term
Expires
|
|
Age
|
|
|
|
|
|
|
|
|
|
CLASS
A
|
|
|
|
|
|
|
|
|
José
Maria Rabelo
|
|
Director
|
|
Brazil
|
|
2010
|
|
53
|
Vice
President of International Wholesale Business
|
|
|
|
|
|
|
|
|
Banco
do Brasil
|
|
|
|
|
|
|
|
|
Brazil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guillermo
Güémez García
|
|
Director
|
|
Mexico
|
|
2011
|
|
68
|
Deputy
Governor
|
|
|
|
|
|
|
|
|
Banco
de Mexico
|
|
|
|
|
|
|
|
|
Mexico
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roberto
Feletti
|
|
Director
|
|
Argentina
|
|
2011
|
|
50
|
Vice
President
|
|
|
|
|
|
|
|
|
Banco
de la Nación Argentina
|
|
|
|
|
|
|
|
|
Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS
E
|
|
|
|
|
|
|
|
|
Mario
Covo
|
|
Director
|
|
U.S.A.
|
|
2011
|
|
51
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
Finaccess
International
|
|
|
|
|
|
|
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maria
da Graça França
|
|
Director
|
|
Brazil
|
|
2010
|
|
60
|
|
|
|
|
|
|
|
|
|
Herminio
Blanco
|
|
Director
|
|
Mexico
|
|
2010
|
|
58
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
Soluciones
Estrategicas Consultoria
|
|
|
|
|
|
|
|
|
Mexico
|
|
|
|
|
|
|
|
|
William
Hayes
|
|
Director
|
|
U.S.A.
|
|
2010
|
|
65
|
President
|
|
|
|
|
|
|
|
|
Wellstone
Global Finance, LLC
|
|
|
|
|
|
|
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
José Maria Rabelo
has served
as Vice President of International and Wholesale Business of Banco do Brasil,
since July 2005. He has been employed by Banco do Brasil in various
capacities since 1975, holding the positions of Director of Foreign Trade from
2004 to 2005, General Manager of the Operational Assets Restructuring Unit from
2003 to 2004, Executive Superintendent of the Credit Unit from 1999 to 2000,
Executive Superintendent of the Sao Paulo Business Unit from 1998 to 1999,
Executive Manager of the Credit Function Unit in 1997, Executive Manager of the
Distribution Unit from 1996 to 1997, and Superintendent of the Rio Grande do
Norte State Unit in 1996. Mr. Rabelo was Commercial Director of
Aliança do Brasil Insurance Company from 2000 to 2002 and has been, since 2008,
the President of the Deliberative Council of PREVI, the pension fund of the
employees of Banco do Brasil S.A.
Guillermo Güémez García
has
served as Deputy Governor of Banco de Mexico since 1995 and served as a Board
Member of the National Insurance Commission and Casa de Moneda de Mexico since
1995. He served as President of the Executive Committee of Grupo Azucarero
Mexico and Vice Chairman of Grupo de Embotelladoras Unidas, S.A. de C.V. from
1993 to 1994. Mr. Güémez served as Co-Chairman of the North American
Committee, Board Member of Home Mart, S.A. de C.V. and Vice Chairman of the
Board of Grupo Embotelladoras Unidas, S.A. de C.V. from 1986 to
1994. He served on the Mexican Business Coordinating Council for the
North American Free Trade Agreement (“NAFTA”) in the capacity of Executive
Director from 1991 to 1993. He was employed by Banco Nacional de Mexico
(Banamex) in various capacities from 1974 to 1991, including Manager for Foreign
Currency Funding and International Credits from 1974 to 1978, Representative in
London from 1979 to 1981, Executive Vice President of International Treasury and
Foreign Exchange, Exchange Controls and Ficorca from 1982 to 1986, and Executive
Vice President for International Products from 1986 to 1990. Mr.
Güémez founded and was President of Euromex Casa de Cambio and Euroamerican
Capital Corporation from 1986 to 1990. He also has served as a Board
Member of the Institute of International Finance and as a Board Member and
Chairman of the Executive Committee of International Mexican Bank
Ltd. Prior to that Mr. Güémez was employed by Bank of America
Corporation in Mexico as Assistant Representative.
Roberto José Feletti
has
served as Vice President of Banco de la Nación Argentina since 2006, President
of Nación Fideicomisos since March 2008, Member of the Administrative Council of
Economic and Finance Center Foundation for Argentina’s Development since April
2007 and Technical Representative for the Third Meeting of the Strategic
Commission of Reflection on South American Integration Process held in September
and October 2006 and March 2007. He also served as Secretary of Infrastructure
and Planning of the City of Buenos Aires, Argentina from 2003 to 2006, President
from 2001 to 2003 and Director from 1998 to 2000, both of Banco de la Ciudad de
Buenos Aires, Argentina, Chairman of the Board from 2001 to 2002 and Director
from 2002 to 2003, both for Red Link, and Coordinator of the Economic Studies
Area of the Institute of Studies on State and Participation of State Workers’
Association in Argentina from 1991 to 1997. Mr. Feletti also was
employed in various capacities by Banco Central de la Republica Argentina from
1981 to 1991, and served as fiscal audit assistant of General Tax Administration
from 1980 to 1981 and cost analyst from 1978 to 1979, both for La Vascongada in
Argentina.
Mario Covo
is a founding
partner of Finaccess International, Inc. and has been Managing Partner of Helios
Advisors in New York since 2000. He also is one of the founders of
Columbus Advisors, where he worked from 1995 to 1999. Mr. Covo
was previously employed at Merrill Lynch, where he was Head of Emerging
Markets-Capital Markets from 1989 to 1995. Prior to working at Merrill
Lynch, he was employed by Bankers Trust Company of New York as Vice
President in the Latin American Merchant Banking Group from
1985 to 1989, focusing on corporate finance
and debt-for-equity swaps.
Prior to that, Mr. Covo was employed as an
International Economist for Chase Econometrics from 1984 to 1985, focusing
primarily on Venezuela and Colombia.
Maria da Graça França
served
as Director of Internal Control of Banco do Brasil from 2006 to
2007. She also was employed by Banco do Brasil in various other
capacities since 1971, including Head of North America and General Manager of
Banco do Brasil, New York Branch from 2004 to 2005, Executive General Manager of
the International Division in Brasilia, Brazil from 2002 to 2003, Regional
Manager for the operations of the Bank in South America based in Argentina in
2002, General Manager of Banco do Brasil, Paris Branch from 1999 to 2002, Deputy
General Manager of Banco do Brasil, Miami Branch from 1993 to 1999, General
Manager of the department responsible for Banco do Brasil’s foreign network from
1992 to 1993, Deputy General Manager for foreign exchange from 1989 to 1992,
Assistant Manager within the Risk Management Area from 1988 to 1989, Assistant
Manager for foreign exchange internal controls from 1984 to 1987 and employee in
the Foreign Exchange Department from 1971 to 1984.
Herminio A.
Blanco
is the founder and since 2002 has served as Chief
Executive Officer of Soluciones Estratégicas Consultoría, Mexico City, and is a
founding partner and since 2005 has served as Chairman of IQOM. He
has been a member of the Advisory Board of SSA Mexico since 2008. Mr.
Blanco has served as a board member of Banco Mercantil del Norte-Banorte and
CYDSA since 2006, the United States Chamber of Commerce Foundation since 2005
and Arcelor Mittal Steel US since 2004. He has been a member of the
International Advisory Committee of Mitsubishi Corporation and the Trilateral
Commission since 2000. He was a senior member of the economic cabinet for
President Ernesto Zedillo and the Secretary of Trade and Industry of Mexico from
1994 to 2000. He was Undersecretary for International Trade and
Negotiations of the Ministry of Trade and Industry of Mexico from 1993 to 1994
and from 1988 to 1990, and was Mexico’s Chief Negotiator of the North American
Free Trade Agreement (NAFTA) from 1990 to 1993. Mr. Blanco was one of
the three members of the Council of Economic Advisors to the President of Mexico
from 1985 to 1988. He was responsible for the negotiation of the Mexico-European
Union free trade agreement and various other free trade agreements with Latin
American countries and with Israel. Mr. Blanco also contributed to
the launching of negotiations for a free trade agreement with
Japan. He was Assistant Professor of Economics at Rice University,
Houston, Texas from 1980 to 1985. Mr. Blanco was senior advisor to
the Finance Minister of Mexico from 1978 to 1980.
William Dick Hayes
has served
as President of Whaleco, Inc., New York, President of Wellstone Global Finance,
LLC, San Francisco, California and Connecticut, and Managing Director and
charter member of the Board of Directors and the Investment Committee of
WestLB-Tricon Forfaiting Fund Limited, Bermudas since 1999. He served
as Managing Director-Emerging Markets and in various other capacities for West
Merchant Bank and Chartered WestLB from 1987 to 1999. Mr. Hayes served as Senior
Vice President- Trading for Libra Bank Limited, New York Agency from 1986 to
1987, Principal of W.D. Hayes and Associates, California from 1984 to 1986, and
in various capacities for Wells Fargo Bank, N.A., San Francisco, California from
1969 to 1984.
Information
as to Non-Executive Officers of the Board (
Dignatarios)
The
following table sets forth the names, countries of citizenship and ages of the
Board’s non-executive officers (
dignatarios)
and their
current office or position with other institutions.
Dignatarios
are elected
annually by the members of the Board.
Dignatarios
attend meetings
of the Board, participate in discussions and offer advice and counsel to the
Board, but do not have the power to vote (unless they also are directors of the
Bank).
|
|
|
|
Position held by
Dignatario
with the
Bank
|
|
|
|
|
|
|
|
|
|
Gonzalo
Menéndez Duque
Director
Banco
de Chile, Chile
|
|
Chile
|
|
Chairman
of the
Board
|
|
60
|
|
|
|
|
|
|
|
Maria
da Graça França
|
|
Brazil
|
|
Treasurer
|
|
60
|
|
|
|
|
|
|
|
Ricardo
Manuel Arango
Partner
Arias,
Fábrega & Fábrega
|
|
Panama
|
|
Secretary
|
|
48
|
Meetings
of the Board and Committees
The Board
conducts its business through meetings of the Board and through its
committees. During the fiscal year ended December 31, 2008, the Board
held ten meetings. Each director attended an average of 91% of the
total number of Board meetings held during the fiscal year ended
December 31, 2008. Each director also attended the prior year’s
annual meeting.
The
following table sets forth the five committees established by the Board, the
current number of members of each committee and the total number of meetings
held by each committee during the fiscal year ended December 31,
2008:
|
|
|
|
Total number of
meetings held
|
|
|
|
|
|
Audit
and Compliance Committee
|
|
4
|
|
8
|
Credit
Policy and Risk Assessment Committee
|
|
5
|
|
5
|
Assets
and Liabilities Committee
|
|
5
|
|
8
|
Nomination
and Compensation Committee
|
|
4
|
|
11
|
Business
Committee
|
|
5
|
|
5
|
Audit
and Compliance Committee
The Audit
and Compliance Committee is a standing committee of the
Board. According to its Charter, the Audit and Compliance Committee
must be comprised of at least three directors. The current members of
the Audit and Compliance Committee are Will C. Wood (Chairman), Gonzalo Menéndez
Duque, Maria da Graça França, and Roberto Feletti.
The Board
has determined that all members of the Audit and Compliance Committee are
independent directors under the terms defined by applicable laws and
regulations, including rules promulgated by the SEC under the Sarbanes-Oxley
Act, Section 303A of the rules of the NYSE, and Agreement No. 04-2001 of the
Superintendency of Banks. In addition, at least one of the members of
the Audit and Compliance Committee is a “financial expert,” as defined in the
rules enacted by the SEC under the Sarbanes-Oxley Act. The Audit and Compliance
Committee’s financial expert is Gonzalo Menéndez Duque.
The
purpose of the Audit and Compliance Committee is to provide assistance to the
Board in fulfilling its oversight responsibilities regarding the processing of
the Bank’s financial information, the integrity of the Bank’s financial
statements, the Bank’s system of internal controls over financial reporting, the
process of internal and external audit, the Bank’s corporate governance,
compliance with legal and regulatory requirements and the Bank’s Code of
Ethics.
The Audit
and Compliance Committee meets at least six times a year, as required by the
Superintendency of Banks, or more often if the circumstances so
require. During the fiscal year ended December 31, 2008, the
committee met eight times.
The Audit
and Compliance Committee, in its capacity as a committee of the Board, is
directly responsible for the appointment, compensation, and oversight of the
Bank’s independent auditors, including the resolution of disagreements regarding
financial reporting between the Bank’s management and the independent auditors.
The Bank’s independent auditors are required to report directly to the
committee.
The
Charter of the Audit and Compliance Committee requires an annual self-evaluation
of the Committee’s performance.
The Audit
and Compliance Committee pre-approved all audit and non-audit
services.
The following table summarizes
the fees paid or accrued by the Bank for audit and other services provided by
Deloitte, the Bank’s auditors, for each of the last two fiscal
years:
|
|
2008
|
|
|
2007
|
|
Audit
Fees
|
|
$
|
482,000
|
|
|
$
|
426,495
|
|
Audit-Related
Fees
|
|
|
|
|
|
|
-
|
|
Tax
Fees
|
|
|
|
|
|
|
-
|
|
All
Other Fees
|
|
$
|
71,000
|
|
|
$
|
69,994
|
|
Total
|
|
$
|
553,000
|
|
|
$
|
496,489
|
|
The Audit
and Compliance Committee’s Charter may be found on the Bank’s website at
http://www.bladex.com.
Credit
Policy and Risk Assessment Committee
The
Credit Policy and Risk Assessment Committee is a standing committee of the
Board. No member of the Credit Policy and Risk Assessment Committee
can be an employee of the Bank.
The Board has determined
that, except for Guillermo Güémez, all members of the Credit Policy and Risk
Assessment Committee are independent.
The current members of
the Credit Policy and Risk Assessment Committee are Guillermo Güémez García
(Chairman), Gonzalo Menéndez Duque, Will C. Wood, Herminio Blanco and José Maria
Rabelo.
The
Credit Policy and Risk Assessment Committee is in charge of reviewing and
recommending to the Board all credit policies and procedures related to the
management of the Bank’s risks. The committee also reviews the
quality and profile of the Bank’s credit facilities and the risk levels that the
Bank is willing to assume. The committee’s responsibilities also
include, among other things, the review of operational and legal risks, the
presentation for Board approval of country limits and limits exceeding delegated
authority, and the approval of exemptions to credit policies.
The
Credit Policy and Risk Assessment Committee performs its duties through the
review of periodic reports from Risk Management, and by way of its interaction
with the Chief Risk Officer and other members of the Bank’s
management. The committee meets at least four times per
year. During the fiscal period ended December 31, 2008, the committee
held five meetings.
The
Credit Policy and Risk Assessment Committee Charter may be found on the Bank’s
website at http://www.bladex.com.
Assets
and Liabilities Committee
The
Assets and
Liabilities Committee
is a standing committee
of the Board. No member of the
Assets and Liabilities
Committee
can be an
employee of the Bank.
The Board has determined that except for Guillermo
Güémez, all members of the Assets and Liabilities Committee are independent
directors.
The
current members of the
Assets and Liabilities Committee
are Mario Covo
(Chairman), Herminio Blanco, Guillermo Güémez García,
William Hayes and José
Maria Rabelo.
The
Assets and Liabilities Committee is responsible for reviewing and recommending
to the Board all policies and procedures related to the Bank’s management of
assets and liabilities to meet profitability, liquidity, and market risk control
objectives. As part of its responsibilities,
the committee reviews and
recommends to the Board, among other things, policies related to the Bank’s
funding, interest rate and liquidity gaps, liquidity investments, securities
investments, derivative positions, funding strategies, and market
risk.
The
Assets and Liabilities Committee carries out its duties by reviewing periodic
reports that it receives from the Bank’s management, and by way of its
interaction with the Executive Vice President-Senior Managing Director, Treasury
& Capital Markets and other members of the Bank’s management. The committee
meets at least four times per year. During the fiscal year ended
December 31, 2008, the committee held eight meetings.
The
Assets and Liabilities Committee Charter may be found on the Bank’s website at
http://www.bladex.com.
Business
Committee
The
Business Committee is a standing committee of the Board and was established in
February, 2008.
The Board has determined
that all members of the Business Committee are independent directors.
The
current members of the Business Committee are William Hayes (Chairman), Gonzalo
Menéndez Duque, Mario Covo, Herminio Blanco and José Maria Rabelo.
The
Business Committee’s primary responsibility is to support the Bank’s management
with business ideas and strategies and to provide follow-up on the business
directives of the Board. The committee’s main objective will always be to
improve the Bank’s efficiency in the management of the Bank’s various business
units.
The
Business Committee meets at least four times per year. During the fiscal year
ended December 31, 2008, the committee held five meetings.
Nomination
and Compensation Committee
The
Nomination and Compensation Committee is a standing committee of the
Board.
No
member of the Nomination and Compensation Committee can be an employee of the
Bank. The Board has determined that all members of the Nomination and
Compensation Committee are independent
under the terms defined by
applicable laws and regulations, including rules promulgated by the SEC under
the Sarbanes-Oxley Act, Section 303A of the rules of the NYSE, and Agreement No.
04-2001 of the Superintendency of Banks
.
The
current members of the Nomination and Compensation Committee are Maria da Graça
França (Chairman), Mario Covo, William Hayes and Roberto Feletti.
The
Nomination and Compensation Committee meets at least four times per year. During
the fiscal year ended December 31, 2008, the committee held eleven
meetings.
The
Nomination and Compensation Committee’s primary responsibilities are to assist
the Board by identifying candidates to become Board members and recommending
nominees for the annual meetings of shareholders; by making recommendations to
the Board concerning candidates for Chief Executive Officer and other executive
officers and counseling on succession planning for executive officers; by
recommending compensation for Board members and committee members, including
cash and equity compensation; by recommending compensation for executive
officers and employees of the Bank, including cash and equity compensation,
policies for senior management and employee benefit programs and plans; by
reviewing and recommending changes to the Bank’s Code of Ethics; and by advising
executive officers on issues related to the Bank’s personnel.
The
Nomination and Compensation Committee will consider qualified director
candidates recommended by shareholders. All director candidates will
be evaluated in the same manner regardless of how they are recommended,
including recommendations by shareholders. For the current director
nominees, the committee considers candidate qualifications and other factors,
including, but not limited to, diversity in background and experience, industry
knowledge, educational level and the needs of the Bank. Shareholders
can mail any recommendations and an explanation of the qualifications of the
candidates to the Secretary of the Bank at Calle 50 and Aquilino de la Guardia,
P.O. Box 0819-08730, Panama City, Republic of Panama.
The
Charter of the Nomination and Compensation Committee requires an annual
self-evaluation of the committee’s performance.
The
Nomination and Compensation Committee Charter may be found on the Bank’s
website at http://www.bladex.com.
Mr. Jaime Rivera is the only executive
officer that serves as a member of the Board. None of the Bank’s
executive officers serve as a director or a member of the Nomination and
Compensation Committee, or any other committee serving an equivalent function,
of any other entity that has one or more of its executive officers serving as a
member of the Board or the Nomination and Compensation Committee. None of the
members of the Nomination and Compensation Committee has ever been an employee
of the Bank.
Advisory
Council
The
Advisory Council was created by the Board in April 2000 pursuant to the powers
granted to the Board under the Bank’s Articles of Incorporation. The
duties of Advisory Council members consist primarily of providing advice to the
Board with respect to the business of the Bank in their areas of
expertise. Each member of the Advisory Council receives $5,000 for
each Advisory Council meeting attended. The aggregate amount of fees for
services rendered by the Advisory Council during 2008 amounted to
$10,000. During the fiscal year ended December 31, 2008, the Advisory
Council met once. The Advisory Council meets when convened by the
Board.
The
following table sets forth the names, positions, countries of citizenship and
ages of the members of the Advisory Council of the Bank.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roberto
Teixeira da Costa
|
|
Board
Member,
Sul
America, S.A.
|
|
Brazil
|
|
74
|
|
|
|
|
|
|
|
Carlos
Martabit
|
|
General
Manager, Finance Division,
Banco
del Estado de Chile
|
|
Chile
|
|
55
|
|
|
|
|
|
|
|
Alberto
Motta, Jr
|
|
President,
Inversiones
Bahía Ltd.
|
|
Panama
|
|
62
|
|
|
|
|
|
|
|
Enrique
Cornejo
|
|
Minister
of Transportation and Communications, Peru
|
|
Peru
|
|
52
|
|
|
|
|
|
|
|
Santiago
Perdomo
|
|
President,
Banco
Colpatria, Red Multibanca Colpatria
|
|
Colombia
|
|
51
|
Executive
Officers
Set forth
below are the executive officers of the Bank.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jaime
Rivera
|
|
Chief
Executive Officer
|
|
Guatemala
|
|
55
|
|
|
|
|
|
|
|
Rubens
V. Amaral Jr
|
|
Executive
Vice President,
Chief
Commercial Officer
|
|
Brazil
|
|
49
|
|
|
|
|
|
|
|
Gregory
D. Testerman
|
|
Executive
Vice President,
Senior
Managing Director,
Treasury
& Capital Markets
|
|
United
States
|
|
46
|
|
|
|
|
|
|
|
Miguel
Moreno
|
|
Executive
Vice President,
Chief
Operating Officer
|
|
Colombia
|
|
55
|
|
|
|
|
|
|
|
Miguel
A. Kerbes
|
|
Senior
Vice President,
Chief
Risk Officer
|
|
Uruguay
|
|
49
|
|
|
|
|
|
|
|
Bismark
E. Rodríguez
|
|
Senior
Vice President,
Controller
|
|
Venezuela
|
|
41
|
|
|
|
|
|
|
|
Jaime
Celorio
|
|
Senior
Vice President,
Chief
Financial Officer
|
|
Mexico
|
|
37
|
|
|
|
|
|
|
|
Ana
Maria de Arias
|
|
Senior
Vice President,
Organizational
Performance and Development
|
|
Panama
|
|
44
|
|
|
|
|
|
|
|
Manuel
Mejía-Aoun
|
|
Head
of Asset Management (Bladex Asset Management)
|
|
Panama
|
|
50
|
Jaime Rivera
has served as a
director of the Bank since 2004, when he was appointed Chief Executive
Officer. He joined the Bank in 2002 as Chief Operating
Officer. Previously, Mr. Rivera served in various capacities for Bank
of America Corporation beginning in 1978, including Managing Director of the
Latin America Financial Institutions Group in Miami and the Latin America
Corporate Finance team in New York, as General Manager in Brazil, Argentina,
Uruguay and Guatemala, as Marketing Manager in Chile, and as Manager of Latin
America Information Systems in Venezuela. He has held board positions
with the Council of the Americas, the Florida International Bankers’
Association, and the Latin American Agribusiness Development
Corporation. Mr. Rivera is member of the International Advisory
Committee (IAC) to the Board of Directors of the NYSE. He has an MBA
degree from Cornell University, a Master of Science degree from Northwestern
University, and a Bachelor of Science degree from Northrop
University.
Rubens V. Amaral Jr.
has
served as Executive Vice President, Chief Commercial Officer of the Bank since
March 2004. He previously served as General Manager and Managing
Director for North America of Banco do Brasil, New York Branch, since
2000. Mr. Amaral served in various capacities with Banco do Brasil
since 1975, holding the positions of Managing Director of
the International Division and alternate member of the board of
directors in 1998, Executive General Manager of the International Division in
Sao Paulo from 1998 to 2000, Deputy General Manager in the New York Branch in
charge of the Trade Finance and Correspondent Banking Department from 1994 to
1998, Head of Staff of the International Division from 1993 to 1994 and Advisor,
Head of Department and General Manager in the Trade Finance Area at the
International Department Division – Head Office from 1989 to
1993. Mr. Amaral also served as a representative in banking
supervision for the Central Bank of Brazil from 1982 to 1988.
Gregory D. Testerman
has
served as Executive Vice President, Senior Managing Director, Treasury &
Capital Markets of the Bank since 2007. Mr. Testerman previously
served as Senior Vice President, and Treasurer of the Bank from 2005 to
2006. Mr. Testerman served in various capacities with Banco Santander
Central Hispano, S.A. from 1986 to 2003, including General Manager, Miami
Agency, from 1999 to 2003, General Manager, Tokyo Branch and Country Manager in
Japan from 1995 to 1999, Vice President, Head of Financial Control, Benelux and
Asia Pacific, from 1991 to 1995, Second Vice President, Special Credit Valuation
Assignment, London Branch, in 1991, Second Vice President, Treasury Operations
Manager, Belgium, from 1989 to 1991, and Second Vice President, Management
Reporting, Belgium, from 1986 to 1989. Mr. Testerman began his career
with The Chase Manhattan Bank, N.A. as Assistant Treasurer in Belgium in 1986,
and previously participated in the Corporate Controllers Development Program in
New York from 1984 to 1986.
Miguel Moreno
has served as
Executive Vice President, Chief Operating Officer since July 2007. He
previously served as Senior Vice President and Controller of the Bank since
September 2001. He was a Management Consulting Partner for
PricewaterhouseCoopers, Bogotá, Colombia from 1988 to 2001, and served as Vice
President of Information Technology and Operations for Banco de Crédito, Bogotá,
Colombia from 1987 to 1988. Mr. Moreno served as Chief Executive
Officer of TM Ingeniería, Bogotá, Colombia, from 1983 to 1987, and as Head of
Industrial Engineering Department, Los Andes University, Colombia, from 1982 to
1984. Mr. Moreno was employed by SENA, Colombia, as Chief of the
Organization and Systems Office, from 1977 to 1981, and served as Advisor to the
Minister for the Finance and Public Credit Ministry of Colombia from 1976 to
1977.
Miguel A. Kerbes
has served as
Senior Vice President, Chief Risk Officer for the Bank since July
2002. Mr. Kerbes previously served as Vice President, Risk Management
from 2000 to 2002. He served as the Risk Officer, Southern Cone Area
for Banco Santander, with domicile in Chile, from 1995 to 2000, overseeing the
Country Risk Managers for the area. From 1992 to 1995 he served with Bank of
Boston, Chile as the Risk Director for credit and treasury risks and as Senior
Risk Officer. From 1989 to 1992, Mr. Kerbes participated in the
start-up of ING Bank in Chile, continuing as its Risk Officer, with domicile in
Chile. He had previously served with ING Bank in Uruguay and participated in the
start-up of ING Bank in Argentina from 1982 to 1992.
Bismark E. Rodríguez
has
served as the Bank’s Controller since July 2007. Mr. Rodriguez
previously served as Vice President of the Internal Audit Department of the Bank
since 2004. Mr. Rodriguez also served as Senior Manager at
PricewaterhouseCoopers in various capacities and countries from 1991 to
2003. Mr. Rodriguez is a Certified Public Accountant (CPA), a
Certified Internal Auditor (CIA), a Certified Financial Services Auditor (CFSA),
and a Certified Control Self-Assessment Specialist (CCSA); all designations
granted by The Institute of Internal Auditors (IIA).
Jaime Celorio
was appointed
Senior Vice President, Chief Financial Officer of the Bank, in February
2008. Mr. Celorio previously served as Chief Financial Officer and
Chief Administrative Officer for Merrill Lynch Mexico S.A. de C.V., Casa de
Bolsa, Mexico from 2002 to 2007. Mr. Celorio served as Controller
Associate of Emerging Markets in New York from 1998 to 2001 and Controller
Associate in Mexico from 1995 to 1998, both for the Goldman Sachs
Group. Mr. Celorio also served as Senior Auditor in the Audit
Division and Supervisor in Financial Advisory Services from 1991 to 1994, both
for PricewaterhouseCoopers, Mexico.
Ana Maria de Arias
has served
as Senior Vice President of Organizational Performance and Development of the
Bank since September 2008. Ms. Arias previously served as Senior Vice
President of Human Resources and Administration from 2007 to 2008 and Senior
Vice President of Human Resources and Corporate Operations from 2004 to 2007,
both for the Bank. Prior to her employment with the Bank she served
as Vice President of Human Resources from 2000 to 2004 and Assistant Vice
President of Human Resources from 1999 to 2000, both for Banco General, S.A.,
Panama. She served in various capacities with the Human Resources
department of the Panama Canal Commission, Panama, from 1990 to
1999.
Manuel
Mejía
-Aoun
has
served as Head of Asset Management of Bladex Asset Management since November
2005. Mr. Mejía-Aoun has over 19 years of investment experience in
emerging markets. Prior to joining the Bank, he was Chief Executive Officer of
Maxblue, Deutsche Bank’s first personal financial consultancy business, focusing
on high net worth investors in Latin America. Prior to that he headed
the Latin American Foreign Exchange and Local Money Markets Sales and Trading
Group at Deutsche Bank. In 1995, Mr. Mejía-Aoun served as Chief
Emerging Markets Strategist at Merrill Lynch, covering fixed income securities
in Latin America, Eastern Europe, Africa and Asia. From 1987 to 1995, he
established and headed the Emerging Markets Trading Group at Merrill
Lynch.
Compensation
of Executive Officers and Directors
The
Nomination and Compensation Committee has reviewed and discussed this
“Compensation of Executive Officers and Directors” section with the Bank’s
management, and based on this review and discussion, the Nomination and
Compensation Committee has recommended to the Board that the following
“Compensation of Executive Officers and Directors” be included in the Bank’s
Proxy Statement for 2009.
Executive
Officers Compensation
The
aggregate amount of cash compensation paid by the Bank during the year ended
December 31, 2008, to the executive officers employed in the Bank’s Head Office
as a group for services in all capacities was $3,264,589. During the
fiscal year ended December 31, 2008, the Bank accrued, and in February 10, 2009
paid, performance-based bonuses to the Bank’s executive officers in the
aggregate amount of $817,560. At December 31, 2008, the total amount
set aside or accrued by the Bank to provide pension, retirement or similar
benefits for executive officers was approximately $863,801.
In
addition, the aggregate amount of cash compensation paid by the Bank during the
year ended December 31, 2008, to the executive and non-executive employees of
Bladex Asset Management, Inc., a wholly-owned subsidiary of Bladex Holdings,
Inc., which is in turn a wholly-owned subsidiary of the Bank, as a group, for
services in all capacities, was $3,922,580. During the fiscal year
ended December 31, 2008, the Bank accrued, and on January 30, and February 4,
2009 paid, performance-based allocations and bonuses to this group of executives
in the aggregate amount of $1,754,110 and $442,000, respectively.
In
February 2008, the Board approved the 2008 Stock Incentive Plan (the “2008
Plan”), which allows the Bank to grant restricted shares, restricted stock
units, stock options and/or other similar compensation instruments to
the directors, executive officers and other non-executive employees
of the Bank.
On
February 12, 2008, the Bank awarded an aggregate of 172,106 stock options and
39,239 restricted stock units under the 2008 Plan to executive officers of the
Bank. The Bank granted an additional aggregate of 52,930 stock
options and 12,065 restricted stock units under the 2008 Plan to other
non-executive employees of the Bank. As of December 31, 2008, the
compensation cost charged against 2008 income in connection with these
restricted stock units and stock options was $178,280 and $178,301,
respectively. The remaining compensation cost for these restricted
stock units and options to be charged against income is $1,255,210 over a period
of the next 3.12 years. Under the 2008 Plan the restricted stock
units originally provided for a cliff vesting period of four
years. The stock options awarded under the 2008 Plan expire seven
years after the award date and are exercisable on the fourth anniversary of the
award date. In November 2008, the Board approved certain amendments
to the outstanding restricted stock units and stock options awarded under the
2008 Plan, providing that they now vest at a rate of 25% per year on each
anniversary of the award date. These amendments did not result in
additional compensation costs. In November 2008, the Board approved
amendments to the 2004 Indexed Option Plan (“the 2004 Plan”), as well as
amendments to outstanding options under the plan, to extend the term of the
options by an additional three years (to a term of ten years), and to annually
update the index used to determine the exercise price of the
options. The November 2008 amendments also included an adjustment to
the standard vesting schedule for options granted under the 2004 Plan, and a
related amendment to the vesting schedule of options already issued under the
plan so that these outstanding options will vest at a rate of 25% per year,
measured from the award date (with vesting occurring on each anniversary of the
award date). Finally, the Board also amended the exercise price of
outstanding options held by U.S. taxpayers under the 2004 Plan to provide for a
minimum exercise price equal to the fair market value of the Bank’s class E
shares on the date of award. These amendments do not result in an
additional compensation cost. As of December 31, 2008, the compensation cost
charged against 2008 income in connection with options granted to executive
officers under the 2004 Plan was $379,381 and the remaining compensation cost
for the options of $236,162 will be charged against income over a period of the
next 1.08 years.
In
November 2008, the Board also approved amendments to the 2006 Stock Option Plan
related to the exercise terms of the outstanding options granted under the plan,
which now vest at a rate of 25% per year, on each anniversary of the award
date. These amendments do not result in an additional compensation
cost. As of December 31, 2008, the compensation cost charged against
2008 income in connection with these options was $201,944 and the remaining
$428,283 compensation cost for the options will be charged against income over a
period of the next 2.12 years.
The Bank
sponsors a defined contribution plan for its expatriate officers. The
Bank’s contributions are determined as a percentage of the eligible officer’s
annual salary, with each officer contributing an additional amount withheld from
his or her salary. All contributions are administered by a trust
through an independent third party. During 2008, the Bank charged to
salaries expense $240,594 with respect to the contribution plan. As
of December 31, 2008, the accumulated liability payable under the contribution
plan amounted to $420,370.
2008
Chief Executive Officer Compensation
The 2008
compensation of the Bank's Chief Executive Officer included a base salary of
$300,000, a performance-based cash bonus of $350,000, a performance-based stock
option grant (under the 2008 Plan) with a value of $300,000, a retirement plan
that included a contribution from the Bank of $22,407 during 2008, and other
benefits amounting to $10,315. In addition, the Chief Executive
Officer has a contractual severance payment in case of termination without cause
of $300,000.
Board
of Directors Compensation
Each
non-employee director of the Bank receives an annual cash retainer of $40,000
for his or her services as a director and the Chairman of the Board receives an
annual cash retainer in the amount of $85,000. This annual retainer
covers seven Board and/or shareholders meetings. If the Board meets
more than seven times, the Bank will pay each director an attendance fee of
$1,500 for each additional Board and/or shareholders meeting. The
Chairman of the Board is eligible to receive an additional 50% for each such
additional Board, shareholders or committee meeting attended.
The
Chairman of the Audit and Compliance Committee receives an annual retainer of
$20,000 and the Chairmen of the Assets and Liabilities Committee, Nomination and
Compensation Committee, Credit Policy and Risk Assessment Committee, and
Business Committee receive an annual retainer of $15,000. The
non-Chairman members of the Audit Committee receive an annual retainer of
$10,000 and the non-Chairman members of the Assets and Liabilities Committee,
Nomination and Compensation Committee, Credit Policy and Risk Assessment
Committee, and Business Committee, each receive an annual retainer of
$7,500. These annual retainers cover seven meetings of the Audit
Committee and six meetings each of the Assets and Liabilities Committee,
Nomination and Compensation Committee, Credit Policy and Risk Assessment
Committee, and Business Committee. When the Audit Committee has met
more than seven times and the Assets and Liabilities Committee, Nomination and
Compensation Committee, Credit Policy and Risk Assessment Committee, and
Business Committee have met more than six times, the Bank will pay an attendance
fee of $1,000 for each additional committee meeting. The Chairman of
each committee of the Board is eligible to receive an additional 50% for each
additional committee meeting attended.
The
aggregate amount of cash compensation paid by the Bank during the year ended
December 31, 2008, to the directors of the Bank as a group for their services as
directors was $789,590.
The
aggregate number of shares of restricted stock awarded during the year ended
December 31, 2008, to non-employee directors of the Bank as a group under the
2008 Plan was 31,246 class E shares, equal to $50,000 for each non-employee
director of the Bank and $75,000 for the Chairman of the Board. As of
December 31, 2008, the compensation cost charged against 2008 income in
connection with the shares of restricted stock awarded under the 2008 Plan was
$43,981, and the remaining compensation cost for these shares of restricted
stock of $430,959 will be charged against income over a period of the next 4.54
years.
In
November 2008, the Board amended the terms of the restricted stocks granted
under the Bladex 2003 Restricted Stock Plan. In connection with these
amendments, awards of restricted stock that were outstanding under the Bladex
2003 Restricted Stock Plan were amended to provide for a vesting schedule of 36%
in 2008, 20% in 2009, 17% in 2010, 15% in 2011, and 12% in 2012 (on each
anniversary of the date of award). These amendments do not result in
an additional compensation cost. As of December 31, 2008, the
compensation cost charged against income in 2008 in connection with the
restricted stock awards granted to non-employee directors was $216,628 as of
December 31, 2008, and the remaining compensation cost for these restricted
stock awards of $370,685 will be charged against income over a period of the
next 3.26 years.
As noted
in “Executive Officers Compensation” above, in November 2008, the Board approved
certain amendments to the 2004 Plan, and the outstanding options granted under
this plan. These amendments provided for a ten-year term for each
option, an updated index to determine the exercise price of these options, and
an adjusted vesting schedule under the plan. For outstanding options
granted under the 2004 Plan, the vesting schedule was specifically amended to a
rate of 25% per year, measured from the award date (with vesting occurring on
each anniversary of the award date) and the exercise price for options held by
U.S. taxpayers was adjusted to include a minimum exercise price equal to the
fair market value of the Bank’s class E shares on the date of
award. As of December 31, 2008, the compensation cost charged against
2008 income in connection with options granted to directors under the 2004 Plan
was $60,449, and the remaining compensation cost for these options of $21,512
will be charged against income over a period of the next 1.08
years.
In
November 2008, the Board also approved certain amendments to the vesting
schedule of options awarded under the 2006 Stock Option Plan, with 25% of these
options vesting on each anniversary of the date of award. These
amendments do not result in an additional compensation cost. As of
December 31, 2008, the compensation cost charged against 2008 income in
connection with the options granted under the 2006 Stock Option Plan was
$34,391, and the remaining compensation cost for these options of $39,648 will
be charged against income over a period of the next 2.12 years.
Beneficial
Ownership
As of
December 31, 2008, the Bank’s executive officers and directors and members of
the Advisory Council, as a group, owned an aggregate of 151,666 class E shares,
which was approximately 0.6% of all issued and outstanding class E
shares.
The
following tables set forth information regarding the number of shares, stock
options, deferred equity units, restricted stock units, and indexed stock
options owned by the Bank’s executive officers as of December 31, 2008, as well
as the restricted stock units and stock options granted in February 2009 under
the 2008 Plan.
Name and Position of
Executive Officer 1
|
|
Number of
Shares
Beneficially
Owned as of
December 31,
2008
|
|
|
Number of
Shares that may
be acquired
within 60 days of
December 31,
2008
|
|
|
Stock
Options
(2)
|
|
|
Deferred
Equity Units
(3)
|
|
|
Indexed
Stock
Options
(4)
|
|
|
Restricted
Stock Units
(2008 Stock
Incentive
Plan)
(5)
|
|
|
Stock
Options
(2008 Stock
Incentive
Plan)
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jaime
Rivera
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Executive Officer
|
|
|
1,400
|
|
|
|
181,973
|
|
|
|
26,495
|
|
|
|
0
|
|
|
|
13,319
|
|
|
|
30,353
|
|
|
|
137,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rubens
V. Amaral Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Commercial Officer
|
|
|
0
|
|
|
|
118,012
|
|
|
|
13,248
|
|
|
|
0
|
|
|
|
8,779
|
|
|
|
29,138
|
|
|
|
131,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
D. Testerman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury
& Capital Markets
|
|
|
0
|
|
|
|
38,996
|
|
|
|
10,599
|
|
|
|
0
|
|
|
|
5,250
|
|
|
|
30,110
|
|
|
|
136,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miguel
Moreno
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Operating Officer
|
|
|
5,724
|
|
|
|
44,216
|
|
|
|
5,299
|
|
|
|
0
|
|
|
|
3,819
|
|
|
|
13,113
|
|
|
|
59,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miguel
A. Kerbes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Risk Officer
|
|
|
31,840
|
|
|
|
28,459
|
|
|
|
11,698
|
|
|
|
621
|
|
|
|
3,020
|
|
|
|
7,619
|
|
|
|
34,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bismark
E. Rodríguez L.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controller
|
|
|
0
|
|
|
|
1,745
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,278
|
|
|
|
14,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jaime
Celorio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
0
|
|
|
|
588
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
904
|
|
|
|
4,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ana
Maria de Arias
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Organizational
Performance and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development
|
|
|
1,670
|
|
|
|
27,170
|
|
|
|
5,299
|
|
|
|
0
|
|
|
|
1,812
|
|
|
|
7,163
|
|
|
|
32,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
40,634
|
|
|
|
441,159
|
|
|
|
72,638
|
|
|
|
621
|
|
|
|
35,999
|
|
|
|
121,678
|
|
|
|
549,688
|
|
(1)
|
The
executive and non-executive employees of Bladex Asset Management, Inc.,
are not elegible to receive grants under any of the equity compensation
plans.
|
(2)
|
Includes
68,888 stock options granted to executive officers on February 13, 2007,
under the 2006 Stock Incentive Plan, and 3,750 stock options granted under
the Bank's 1995 and 1999 Stock Option Plans. In addition, an aggregate
number of 33,911 stock options granted to other non-executive employees,
under the 2006 Stock Option Plan.
|
(3)
|
Deferred
Equity Units granted under the Bank's Deferred Compensation Plan ("DC
Plan"). In addition, as of the date hereof, there are 2,439 outstanding
units that were granted to former executive officers of the Bank under the
DC Plan.
|
(4)
|
An
aggregated amount of 23,549 indexed stock options was granted to other
non-executive employees.
|
(5)
|
An
aggregated amount of 52,930 stock options and 12,065 restricted stock
units were granted to other non-executive employees of the Bank on
February 12, 2008. In addition, an aggregated amount of 181,379 stock
options and 39,773 restricted stock units were granted to other
non-executive employees of the Bank on February 10,
2009.
|
The
following table sets forth information regarding ownership of the Bank’s shares
by members of its Board, including restricted shares, indexed stock options and
stock options, held as of December 31, 2008.
|
|
Number of
Shares
Beneficially
Owned as of
December 31,
2008
|
|
|
Number of Shares
that may be
acquired within 60
days of December
|
|
|
Stock
|
|
|
Restricted Shares
|
|
|
Indexed Stock
|
|
Name of Director
|
|
(1)
|
|
|
31, 2008
|
|
|
Options
|
|
|
(2)
|
|
|
Options
|
|
Guillermo
Güémez García
(3)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Roberto
Feletti
(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
José
María Rabelo
(5)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Will
C. Wood
|
|
|
10,480
|
|
|
|
6,482
|
|
|
|
1,061
|
|
|
|
5,895
|
|
|
|
536
|
|
Mario
Covo
|
|
|
8,480
|
|
|
|
6,482
|
|
|
|
1,061
|
|
|
|
5,895
|
|
|
|
536
|
|
Herminio
Blanco
|
|
|
28,005
|
|
|
|
6,482
|
|
|
|
1,061
|
|
|
|
5,895
|
|
|
|
536
|
|
William
Hayes
|
|
|
20,275
|
|
|
|
6,482
|
|
|
|
1,061
|
|
|
|
5,895
|
|
|
|
536
|
|
María
da Graça França
|
|
|
5,630
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,162
|
|
|
|
0
|
|
Gonzalo
Menéndez Duque
|
|
|
12,722
|
|
|
|
9,727
|
|
|
|
1,591
|
|
|
|
8,844
|
|
|
|
803
|
|
Total
|
|
|
85,592
|
|
|
|
35,655
|
|
|
|
5,835
|
|
|
|
37,586
|
|
|
|
2,947
|
|
(1)
|
Includes
class E shares held under the 2003 Restricted Stock Plan and the 2008
Stock Incentive Plan.
|
(2)
|
Under
the 2003 Restricted Stock Plan and the 2008 Stock Incentive Plan,
directors receiving restricted shares will have the same rights as
shareholders of the Bank, except that all such shares will be subject to
restrictions on transferability, which will lapse on the fifth anniversary
from the award date. In November 2008, the Board of Directors approved
partial vestings of 20% each year on the anniversary date of the
grant.
|
(3)
|
8,480
class E shares corresponding to Mr. Güemez's entitlement under the 2003
Restricted Stock Plan and the 2008 Stock Incentive Plan have been issued
to his employer, Banco de Mexico. In addition, an aggregate number of
2,119 stock options to which Mr. Güemez was entitled under the 2006 Stock
Option Plan have been granted to Banco de Mexico; 1,058 of these options
may be acquired within 60 days of December 31,
2008.
|
(4)
|
3,289
class E shares corresponding to Mr. Feletti's entitlement under the 2008
Stock Incentive Plan have been issued to his employer, Banco de la Nación
Argentina.
|
(5)
|
5,630
class E shares corresponding to Mr. Rabelo's entitlement under the 2003
Restricted Stock Plan and the 2008 Stock Incentive Plan have been issued
to his employer, Banco do
Brasil.
|
For
additional information regarding stock options granted to executive officers and
directors, see Note 17 to the audited financial statements of the Bank for the
fiscal year ended December 31, 2008.
Corporate
Governance Practices
The Board
has decided not to establish a corporate governance committee. Given
the importance that corporate governance has for the Bank, the Board decided to
address all matters related to corporate governance at the Board level and the
Audit and Compliance Committee is responsible for promoting continued
improvement in the Bank’s corporate governance and verifying compliance with all
applicable policies.
The Bank
has included the information regarding its corporate governance practices
necessary to comply with Section 303A of the NYSE’s Listed Company
Manual/Corporate Governance Rules on its website at
http://www.bladex.com.
Shareholders,
employees of the Bank, and other interested parties may communicate directly
with the Board by corresponding to the address below:
Board of
Directors of Banco Latinoamericano de Exportaciones, S.A.
c/o Mr.
Gonzalo Menéndez Duque
Director
and Chairman of the Board of Directors
Calle 50
and Aquilino de la Guardia
P.O. Box
0819-08730
Panama
City, Republic of Panama
In
addition, the Bank has selected EthicsPoint, an on-line reporting system, to
provide shareholders, employees of the Bank, and other interested parties with
an alternative channel to report anonymously actual or possible violations of
the Bank’s Code of Ethics, as well as other work-related situations or irregular
or suspicious transactions, accounting matters, internal audit or accounting
controls. In order to file a report, a link is provided on the Bank’s
website at http://www.bladex.com/Investors Center/Corporate Governance, under
“Corporate Governance – Private Filing of Reports”.
Transactions
with Related Persons
Certain
directors of the Bank are executive officers of banks and/or other institutions
located in Latin America, the Caribbean and elsewhere. Some of these
banks and/or other institutions own shares of the Bank’s common stock and have
entered into loan transactions with the Bank in the ordinary course of
business. The terms and conditions of the loan transactions,
including interest rates and collateral requirements, are substantially the same
as the terms and conditions of comparable loan transactions entered into with
other persons under similar market conditions. As a matter of policy,
directors of the Bank do not participate in the approval process for credit
facilities extended to institutions of which they are executive officers or
directors, nor do they participate with respect to decisions regarding country
exposure limits in countries in which the institutions are
domiciled.
AUDIT
AND COMPLIANCE COMMITTEE REPORT
As described more fully in its charter,
the purpose of the Audit and Compliance Committee is to provide assistance to
the Board in fulfilling its oversight responsibilities regarding the processing
of the Bank’s financial information, the integrity of the Bank’s financial
statements, the Bank’s system of internal controls over financial reporting, the
process of internal and external audit, the Bank’s corporate governance,
compliance with legal and regulatory requirements and the Bank’s ethics
code. The Audit and Compliance Committee also is responsible for the
appointment, compensation, and oversight of the Bank’s independent auditors,
Deloitte, including the resolution of disagreements regarding financial
reporting between the Bank’s management and the independent
auditors.
The Board
of Directors has determined that all members of the Audit and Compliance
Committee are independent based upon the standard adopted by the Board, which
incorporates the independence requirements under applicable laws, rules and
regulations.
The
Bank’s management has primary responsibility for the preparation, presentation
and integrity of the Bank’s consolidated financial statements, the designing and
execution of internal controls and procedures to ensure compliance with
accounting standards and applicable laws and regulations, and the assessment of
the effectiveness of the Bank’s internal control over financial
reporting. Deloitte is responsible for performing an integrated audit
of the Bank’s consolidated financial statements and its internal control over
financial reporting in accordance with the standards of the Public Company
Accounting Oversight Board, and is required to report directly to the Audit and
Compliance Committee. The Audit and Compliance Committee’s
responsibility is to monitor and oversee these processes.
The Audit and Compliance Committee
meetings facilitate communication among the committee, the Bank’s management,
the internal auditors, and the Bank’s independent auditors. The Audit
and Compliance Committee separately meets with each of the internal and
independent auditors, with or without the Bank’s management to discuss the
results of their examination and their observations and recommendations
regarding the Bank’s internal controls. The Audit and Compliance
Committee also has reviewed and discussed the Bank’s audited consolidated
financial statements with the Board and the Bank’s management. The
Bank’s management has represented to the Audit and Compliance Committee that the
Bank’s consolidated financial statements were prepared in accordance with U.S.
GAAP. The Audit and Compliance Committee discussed with Deloitte the
matters required to be discussed by Statement of Auditing Standards No.61,
Communications with Audit
Committees
, as amended. In addition, Deloitte provided the
Audit and Compliance Committee with the written disclosures and letter required
by Independence Standards Board Standard No. 1,
Independence Discussions with Audit
Committees
, and the committee has discussed with Deloitte that firm’s
independence from the Bank.
Based on
the review and discussions of the Bank’s audited consolidated financial
statements and discussions with the Bank’s management and Deloitte, the Audit
and Compliance Committee recommended to the Board that the audited financial
statements be included in the Bank’s Annual Report on Form 20-F for the year
ended December 31, 2008, for filing with the SEC.
Respectfully
submitted,
|
|
Audit
and Compliance Committee
|
|
Will
C. Wood, Chairman
|
Gonzalo
Menéndez Duque
|
Maria
da Graça França
|
Roberto
Feletti
|
SHAREHOLDERS
PROPOSALS FOR 2010 ANNUAL MEETING
Any
proposals that a shareholder wishes to have included in the Bank’s proxy
statement for the 2010 annual meeting of shareholders, including, without
limitation, any nomination of a director who the shareholder is entitled to
elect, must be received by the Secretary of the Bank at Calle 50 and Aquilino de
la Guardia, P.O. Box
0819-08730
,
Panama City, Republic of
Panama, no later than January 15, 2010. In the event the proposal
includes a nomination for a directorship, it must include material background
information relating to the nominee to allow the Nomination and Compensation
Committee to evaluate the nominee.
OTHER
MATTERS
If any
other matters should properly come before the Annual Meeting, proxies solicited
hereby will be voted with respect to such other matters in accordance with the
best judgment of the persons voting the proxies.
By
Order of the Board of Directors,
|
|
|
Ricardo
Manuel Arango
|
Secretary
|
March 13,
2009
ANNEX
A
Proposal
4(A): Changes to Article 1 of the Articles of Incorporation
Current
Articles of Incorporation
|
|
Blackline
of Proposed Changes
|
ARTICLE
1: (Name)
The
name of the corporation is Banco Latinoamericano de Exportaciones, S.A. in
Spanish and Latin American Export Bank, Inc. in English, and it may also
do business under the commercial name BLADEX.
|
|
ARTICLE
1: (Name)
The
name of the corporation is Banco Latinoamericano de
Exportaciones
Comercio
Exterior
, S.A. in Spanish and
Foreign
Trade Bank of
Latin
American Export
Bank
America
,
Inc. in English, and it may also do business under the commercial name
BLADEX
Bladex
.
|
ANNEX
B
Proposal
4(B): Changes to Articles 2 and 21 of the Articles of Incorporation
Current
Articles of Incorporation
|
|
Blackline
of Proposed Changes
|
ARTICLE
2: (Purpose)
The
purpose of the corporation is to promote the economic development of Latin
American countries, mainly by promoting foreign trade. For the
attainment of this purpose, the corporation may:
|
|
ARTICLE
2: (Purpose)
The purpose of the
corporation is to promote the economic development of Latin American
countries
,
mainly by promoting
and
their
foreign
trade. For the attainment of this
purpose,
the corporation may
:
carry
out all types
of
banking or financial business
,
investments, and any other businesses that promote foreign trade as well
as
the
development of Latin American
countries
.
|
a) Establish
a Latin American credit system for the export of goods and services, which
shall include granting direct export loans, including financing the stages
prior to and after export.
b) Foster
a market for bank acceptances extended as a result of operations
pertaining to the export of goods of Latin American origin;
c) Promote
the establishment of a Latin American system of export credit insurance
and mechanisms that may supplement existing national systems;
d) Collaborate
with Latin American countries in conducting market research, with a view
to promoting their exports of goods and services; and
e) Generally,
engage in any kind of banking or financial business intended to promote
the development of Latin American countries.
The
corporation may also engage in activities other than those described
above, provided that, to such effect, it has obtained the approval of the
shareholders in a resolution adopted by the affirmative vote of one-half
(1/2) plus one of the common shares, either present or represented, in a
meeting of shareholders called to obtain such authorization, which
affirmative vote shall necessarily include the vote of three-fourths (3/4)
of class A common shares issued and outstanding.
|
|
a)
Establish a Latin
American credit system for the export of goods and servic
es, which shall
include granting direct export loans, including financing the stages prior
to and after export.
b)
Foster
a market for bank acceptances extended as a result of operations
pertaining to the export of goods of Latin American
origin;
c)
Prom
ote the
establishment of a Latin American system of export credit insurance and
mechanisms that may supplement existing national
systems;
d)
Collaborate with
Latin American countries in conducting market research, with a view to
promoting their exports of
goods and services;
and
e)
Generally, engage
in any kind
of banking or
financial business
intended to
promote
the development of
Latin American countries.
The
corporation may also engage in
activities
other
different
businessess
than those
described
in the
paragraph
above, provided that, to such effect,
it has obtained the approval of the shareholders in a resolution adopted
by the affirmative vote of one-half (1/2) plus one of the common shares,
either present or represented, in a meeting of shareholders called to
obtain such authorization, which affirmative vote shall necessarily
include the vote of three-fourths (3/4) of class A common shares
issued
and
outstanding
|
Current
Articles of Incorporation
|
|
Blackline
of Proposed Changes
|
ARTICLE
21: (Fundamental Financial Policies)
The
fundamental financial policies of the corporation are the
following:
a) In
all its credit operations the corporation shall be guided by business
criteria framed within the conditions of competition in the financial
markets wherein it may operate. Specifically, the corporation shall not
grant subsidies of interest rates nor banking commissions under any
circumstances.
b) For
the rediscount of documents and the granting of loans, the corporation
shall ascertain the existence of adequate conditions for the
convertibility and transferability of currencies required to liquidate the
corresponding obligations at maturity and, when proper, shall adopt the
necessary measures to comply with such conditions.
c) The
corporation may only negotiate bankers acceptances related to the export
of goods and services originating from a country whose corresponding state
agency is the holder of class A common shares.
d) The
corporation shall only deal with banker’s acceptances that comply with the
following requirements:
1) That
they be contained in documents specifying the goods or services being
exported, their origin and country of destination.
2) That
they be stated in freely available convertible currencies.
The
board of directors shall determine the other characteristics and
conditions to be met by documents which may be negotiated by the
corporation.
|
|
ARTICLE
21: (Fundamental Financial Policies)
The
fundamental financial policies of the corporation are the
following:
a) In
all its credit operations the corporation shall be guided by business
criteria framed within the conditions of competition in the financial
markets wherein it may operate. Specifically, the corporation shall not
grant subsidies of interest rates nor banking commissions under any
circumstances.
b) For
the rediscount of documents and the granting of loans, the corporation
shall ascertain the existence of adequate conditions for the
convertibility and transferability of currencies required to liquidate the
corresponding obligations at maturity and, when proper, shall adopt the
necessary measures to comply with such conditions.
c) The corporation
may only negotiate bankers acceptances related to the export of goods and
services originating from a country whose corresponding state agency is
the holder of class A common shares.
d)
The corporation
shall only deal with banker’s acceptances that comply with the following
requirements:
1)
That
they be contained in documents specifying the goods or services being
exported, their origin and country of destination.
2)
That they be stated
in freely available convertible currencies.
The board of
directors shall determine the other characteristics and conditions to be
met by documents which may be negotiated by the corp
oration.
|
Current
Articles of Incorporation
|
|
Blackline
of Proposed Changes
|
|
|
|
e) The
negotiation of banker’s acceptances by the corporation may consist
of:
1) The
mere intervention of the corporation in placing them in international
financial markets; or
2) Acquisition
thereof for holding the same in the corporation's portfolio;
or
3) The
endorsement of such documents for their placement in international
financial markets.
f) The
corporation may only extend lines of credit in favor of central banks,
commercial banks, financial organizations or other corporations or
borrowers of countries where the corresponding state entity in said
country is the holder of class A shares.
|
|
e)
The negotiation of
banker’s acceptances by the corporation may consist
of:
1)
The mere
intervention of the corporation in placing them in international financial
markets; or
2)
Acquisition thereof
for holding the same in the corporation's portfolio;
or
3)
The
endorsement of such documents for their placement in international
financial markets.
f)
The
corporation may only extend lines of credit in favor of central banks,
commercial banks, financial organizations or other corporations or
borrowers of countries where the corresponding state entity in said
country is the holder of class A shares.
c)
The corporation may only
grant credit to borrowers organized, domiciled or
operating in a country whose corresponding state agency is a holder of
class A common shares.
Notwithstanding the foregoing,
the corporation may grant credit to borrowers who
do not meet the previously stated qualification so long as the object of
such loans is, directly or indirectly, related to the foreign trade of
countries
whose corresponding state
agency is
a
holder of class A common shares.
In order to facilitate the
diversification and management of liquidity, credit and market risks, the
restrictions described above shall not extend to the investment portfolio
administered by the corporation’s Treasury.
|
g) The
corporation may accept sight and time deposits, negotiate loans and lines
of credit in its favor and, in general, issue all type of securities to
obtain financial resources. The conditions of these operations by the
corporation shall be framed within the policies to which effect determines
the board of directors.
|
|
d)
g)
The
corporation may accept sight and time deposits, negotiate loans and lines
of credit in its favor and, in general, issue all type of securities to
obtain financial resources. The conditions of these operations by the
corporation shall be framed within the policies to which effect determines
the board of
directors.
|
Current
Articles of Incorporation
|
|
Blackline
of Proposed Changes
|
|
|
|
h) The
corporation may carry out studies and take any steps that it may deem
relevant to establish export credit insurance systems of a multinational
nature and collaborate with Latin American countries in carrying out
market research for the promotion of exports of goods and services, in
accordance with programs approved by the board of directors for such
purpose.
|
|
e)
h)
The
corporation may carry out
studies and take
any steps that it may deem relevant to establish export credit insurance
systems of a multinational nature and collaborate with Latin American
countries in carrying out market research for the promotion of exports of
goods and services, in accordance with programs approved by the board of
directors for such
purpose.
|
ANNEX
C
Proposal
4(C): Changes to Articles 4 of the Articles of Incorporation
Current
Articles of Incorporation
|
|
Blackline
of Proposed Changes
|
ARTICLE
4: (Authorized Capital)
|
|
ARTICLE
4: (Authorized Capital)
|
The
corporation shall have an authorized capital of one hundred eighty-five
million (185,000,000) shares, divided as follows:
a) One
hundred and eighty million (180,000,000) common shares without par value
comprised of :
1) Forty
million (40,000,000) class A common shares without par value;
2) Forty
million (40,000,000) class B common shares without par value;
3) One
hundred million (100,000,000) class E common shares without par value;
and
|
|
The
corporation shall have an authorized capital of
_________________
1
million (
___________
) shares, divided as
follows:
a) One
hundred and eighty million (180,000,000) common shares without par value
comprised of :
1) Forty
million (40,000,000) class A common shares without par value;
2) Forty
million (40,000,000) class B common shares without par value;
3) One
hundred million (100,000,000) class E common shares without par value;
and
|
b) Five
million (5,000,000) preferred shares with a par value of ten U.S. dollars
(US$10.00) each.
|
|
b)
Five
Ten
million (
5,000,000
10,000,000
)
preferred shares with a par value of ten U.S. dollars (US$10.00)
each.
|
The
authorized capital shall be at least equal to the total amount represented
by the preferred shares with par value, plus an amount to be determined in
respect of every common share without par value to be issued, and the
amounts from time to time added to the authorized capital by resolution of
the board of directors.
All
common shares shall have the same rights and privileges regardless of
their class, except in such cases where these articles of incorporation
provide otherwise. Each class A, class B and class E common
share shall be entitled to one vote in the meetings of shareholders,
except that in respect of the election of directors, voting rights shall
be exercised cumulatively by class as provided by article 12 of these
articles of incorporation.
|
|
The
authorized capital shall be at least equal to the total amount represented
by the preferred shares with par value, plus an amount to be determined in
respect of every common share without par value to be issued, and the
amounts from time to time added to the authorized capital by resolution of
the board of directors.
All shares of the corporation, including common
shares and preferred shares, shall be issued only in registered
form.
All
common shares shall have the same rights and privileges regardless of
their class, except in such cases where these articles of incorporation
provide otherwise. Each class A, class B and class E common
share shall be entitled to one vote in the meetings of shareholders,
except that in respect of the election of directors, voting rights shall
be exercised cumulatively by class as provided by article 12 of these
articles of
incorporation.
|
1
The
total authorized capital of the bank will depend on the result of the voting for
proposals 4(C) (which would increase the authorized capital by 10 million
shares) and proposal 4(D) (which would increase the authorized capital by 100
million shares).
Class
A common shares may only be issued as registered shares in the name of any
of the following entities in Latin American countries:
a) Central
banks;
b) Banks
in which the State is the majority shareholder; or
c) Other
government agencies.
Each
country shall expressly appoint the entity that is to subscribe the class
A common shares allotted to it. For the purposes of these articles of
incorporation, the expression "Latin American countries" includes the
countries, associated free states and island territories in the
Caribbean.
Class
B common shares may only be issued in the name of banks or financial
institutions.
Class
E common shares may be issued in the name of any person, whether a natural
person or a legal entity.
Preferred
shares shall be issued by the board of directors, from time to time, in
the amounts, for the consideration and in the manner which it may
determine. Such shares may be issued to the bearer or in
registered form as the board of directors may determine. The
holder of a certificate of preferred shares issued to bearer may exchange
such certificate for another certificate issued to its name and
representing the same number of preferred shares; and the holder of a
certificate of preferred shares issued in registered form may exchange
such certificate for another certificate issued to bearer and representing
the same number of preferred shares, subject to the restrictions which it
may be necessary or convenient to adopt in order to comply with applicable
laws on the transfer shares in any jurisdiction where the proposed
transfer is to have effect.
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Class
A common shares may only be issued as registered shares in the name of any
of the following entities in Latin American countries:
a) Central
banks;
b) Banks
in which the State is the majority shareholder; or
c) Other
government agencies.
Each
country shall expressly appoint the entity that is to subscribe the class
A common shares allotted to it. For the purposes of these articles of
incorporation, the expression "Latin American countries" includes the
countries, associated free states and island territories in the
Caribbean.
Class
B common shares may only be issued in the name of banks or financial
institutions.
Class
E common shares may be issued in the name of any person, whether a natural
person or a legal entity.
Preferred shares
shall be issued by the board of directors, from time to time, in the
amounts, for the consideration and in the manner which it may
determine. Such shares may be issued to the bearer or in
registered form as the board of directors may determine. The
holder of a certificate of preferred shares issued to bearer may exchange
such certificate for another certificate issued to its name and
representing the same number of preferred shares; and the holder of a
certificate of preferred shares issued in registered form may exchange
such certificate for another certificate issued to bearer and representing
the same number of preferred shares, subject to the restrictions which it
may be necessary or convenient to adopt in order to comply with applicable
laws on the transfer shares in any jurisdiction where the proposed
transfer is to have
effect.
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Preferred
shares are subject to the following provisions:
a) They
shall receive a minimum annual preferred dividend to be declared by the
board of directors, and to be paid, as any other dividend, in semiannual
or quarterly installments. The amount of such dividend, which
may be fixed on the basis of a percentage of the par value of preferred
shares, shall be determined by the board of directors at the time when it
authorizes the issue of preferred shares as provided above;
b) The
corporation may not pay any dividend in cash for common shares in any
fiscal year until it has paid the minimum preferred dividend corresponding
to preferred shares in that year, or in any other previous year in which
the aggregate total dividend corresponding to preferred shares has not
been paid;
c) In
the event that the corporation fails to pay the aggregate total amount of
the minimum preferred dividend corresponding to preferred shares in a
given fiscal year, and during the following two years fails to pay the
aggregate total amount of the minimum preferred dividend corresponding to
preferred shares in those two following years, as well as the amount which
it had failed to pay in respect of such first year, or if the corporation,
on the due date for payment as indicated under f) below in connection with
preferred shares, it fails to make any payment to the sinking fund or
fails to redeem any preferred shares, and provided always that at the time
of the occurrence of any of the above such preferred shares represent at
least ten percent (10%) of the total paid in capital of the corporation,
the holders of preferred shares shall be entitled to elect a member of the
board of directors, who shall continue in office until the circumstances
from which his appointment has arisen cease to exist;
d) Preferred
shares shall not have voting rights, except for the election of a director
in the event mentioned in paragraph c) above;
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Preferred shares
are subject to the following provisions
a)
They
shall receive a minimum annual preferred dividend to be declared by the
board of directors, and to be paid, as any other dividend, in semiannual
or quarterly installments. The amount of such dividend, which
may be fixed on the basis of a percentage of the par value of preferred
shares, shall be determined by the board of directors at the time when it
authorizes the issue of preferred shares as provided
above;
b)
The corporation
may not pay any dividend in cash for common shares in any fiscal year
until it has paid the minimum preferred dividend corresponding to
preferred shares in that year, or in any other previous year in which the
aggregate total dividend corresponding to preferred shares has not been
paid;
c)
In the
event that the corporation fails to pay the aggregate total amount of the
minimum preferred dividend corresponding to preferred shares in a given
fiscal year, and during the following two years fails to pay the aggregate
total amount of the minimum preferred dividend corresponding to preferred
shares in those two following years, as well as the amount which it had
failed to pay in respect of such first year, or if the corporation, on the
due date for payment as indicated under f) below in connection with
preferred shares, it fails to make any payment to the sinking fund or
fails to redeem any preferred shares, and provided always that at the time
of the occurrence of any of the above such preferred shares represent at
least ten percent (10%) of the total paid in capital of the corporation,
the holders of preferred shares shall be entitled to elect a member of the
board of directors, who shall continue in office until the circumstances
from which his appointment has arisen cease to exist;
d)
Preferred shares
shall not have voting rights, except for the election of a director in the
event mentioned in paragraph c)
above;
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e) Preferred
shares shall have no preemptive rights under article 6 of the
articles of incorporation;
f) In
addition, pursuant to article 2 of Law 32 of 1927 on corporations,
preferred shares shall be subject to such designations, preferences,
privileges, restrictions or qualifications (including, without limitation,
provisions concerning redemption of preferred shares through the creation
of a sinking fund or otherwise) as the board of directors may determine at
the time of authorizing the issue of preferred shares.
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e)
Preferred shares
shall have no preemptive rights under article 6 of the articles
of incorporation;
f)
In
addition, pursuant to article 2 of Law 32 of 1927 on corporations,
preferred shares shall be subject to such designations
preferences,
privileges
,
restrictions or qualifications (including, without limitation, provisions
concerning redemption of preferred shares through the creation of a
sinking fund or otherwise) as the board of directors may determine at the
time of authorizing the issue of preferred shares.
The preferred shares may be issued in one or more
series, and each of those series shall have the rights
,
preferences, privileges
and obligations that the board of directors
establishes at the time of their original issuance, through a certificate
of designation, which shall be filed with the Public Registry of the
Republic of Panama. The issuance of preferred shares will
require the affirmative vote of a majority of directors present, which
majority must include the votes of no less than two (2) directors which
represent the class A shareholders. The preferred shares have
no voting rights, except as otherwise contemplated in their certificate of
designation, and only in the case of breach of their terms. The
preferred shareholders will only have the right to elect one (1) director
(regardless of the existence of one or more series of preferred shares) in
the event of breach of the terms of the preferred shares, and only if so
contemplated in the certificate of designation. The election of said
director, if such be the case, shall be made in accordance with the
cumulative voting system set forth in Article 12 of these articles of
incorporation. In the event the preferred shareholders have the
right to elect one (1) director, the total number of directors of the
corporation contemplated in Article 12 of these articles of incorporation
shall be increased by one. The preferred shares that are redeemed and
canceled by the corporation may be re-issued as part of the same or
another series of preferred shares authorized by the board of directors of
the
corporation.
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ANNEX
D
Proposal
4(D): Changes to Articles 4, 5, 6 and 12 of the Articles of
Incorporation
Current
Articles of Incorporation
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Blackline
of Proposed Changes
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ARTICLE
4: (Authorized Capital)
The
corporation shall have an authorized capital of one hundred eighty-five
million (185,000,000) shares, divided as follows:
a) One
hundred and eighty million (180,000,000) common shares without par value
comprised of :
1) Forty
million (40,000,000) class A common shares without par value;
2) Forty
million (40,000,000) class B common shares without par value;
3) One
hundred million (100,000,000) class E common shares without par value;
and
b) Five
million (5,000,000) preferred shares with a par value of ten U.S. dollars
(US$10.00) each.
The
authorized capital shall be at least equal to the total amount represented
by the preferred shares with par value, plus an amount to be determined in
respect of every common share without par value to be issued, and the
amounts from time to time added to the authorized capital by resolution of
the board of directors.
All
common shares shall have the same rights and privileges regardless of
their class, except in such cases where these articles of incorporation
expressly provide otherwise. Each class A, class B and class E
common share shall be entitled to one vote in the meetings of
shareholders, except that in respect of the election of directors, voting
rights shall be exercised cumulatively by class as provided by article 12
of these articles of incorporation.
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ARTICLE
4: (Authorized Capital)
The
corporation shall have an authorized capital of
_________________
2
million (
___________
) shares, divided as
follows:
a)
One
Two
hundred and eighty million (
180,000,000
280,000,000
)
common shares without par value comprised of :
1) Forty
million (40,000,000) class A common shares without par value;
2) Forty
million (40,000,000) class B common shares without par value;
3) One
hundred million (100,000,000) class E common shares without par
value;
and
4)
One hundred million
(100,000,000) class F common shares without par value;
and
b) Five
million (5,000,000) preferred shares with a par value of ten U.S. dollars
(US$10.00) each.
3
The
authorized capital shall be at least equal to the total amount represented
by the preferred shares with par value,
if
any,
plus an amount to be
determined in respect of every common share without par value to be
issued, and the amounts from time to time added to the authorized capital
by resolution of the board of directors.
All
common shares shall have the same rights and privileges regardless of
their class, except in such cases where these articles of incorporation
expressly provide otherwise. Each class A, class B
,
class E
,
and class
E
F
common share shall be entitled to one vote in the meetings of
shareholders, except that in respect of the election of directors, voting
rights shall be exercised cumulatively by class as provided by article 12
of these articles of
incorporation.
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2
The
total authorized capital of the bank will depend on the result of the voting for
proposals 4(C) (which would increase the authorized capital by 10 million
shares) and proposal 4(D) (which would increase the authorized capital by 100
million shares).
3
In the
event Proposal 4(C) is passed, all references to preferred shares in the
Articles of Incorporation shall be deleted and replaced witht the contents of
proposal 4(C).
Class
A common shares may only be issued as registered shares in the name of any
of the following entities in Latin American countries:
a) Central
banks;
b) Banks
in which the State is the majority shareholder; or
c) Other
government agencies.
Each
country shall expressly appoint the entity that is to subscribe the class
A common shares allotted to it. For the purposes of these articles of
incorporation, the expression "Latin American countries" includes the
countries, associated free states and island territories in the
Caribbean.
Class
B common shares may only be issued in the name of banks or financial
institutions.
Class
E common shares may be issued in the name of any person, whether a natural
person or a legal entity.
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Class
A common shares may only be issued
as
registered shares in the name of any of the following entities in Latin
American countries:
a) Central
banks;
b) Banks
in which the State is the majority shareholder; or
c) Other
government agencies.
Each country shall
expressly appoint the entity that is to subscribe the class A common
shares allotted to it. For the
For
purposes of these articles of
incorporation, the expression "Latin American countries" includes the
countries, associated free states and island territories in the
Caribbean.
Class
B common shares may only be issued in the name of banks or financial
institutions.
Class
E common shares may be issued in the name of any person, whether a natural
person or a legal entity.
Class F common shares may only be issued in the
name of
:
a)
State
entities and agencies of non-Latin American countries, including, among
others, central banks and banks in
which
the State is the majority shareholder, of those countries;
and
b)
Multilateral financial
institutions, be it international or regional
institutions.
The
board of directors shall determine whether a given person qualifies, or
not, as a shareholder of t
he
A, B, or F class of shares of the
corporation.
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Preferred
shares shall be issued by the board of directors, from time to time, in
the amounts, for the consideration and in the manner which it may
determine. Such shares may be issued to the bearer or in
registered form as the board of directors may determine. The
holder of a certificate of preferred shares issued to bearer may exchange
such certificate for another certificate issued to its name and
representing the same number of preferred shares; and the holder of a
certificate of preferred shares issued in registered form may exchange
such certificate for another certificate issued to bearer and representing
the same number of preferred shares, subject to the restrictions which it
may be necessary or convenient to adopt in order to comply with applicable
laws on the transfer shares in any jurisdiction where the proposed
transfer is to have effect.
Preferred
shares are subject to the following provisions:
a) They
shall receive a minimum annual preferred dividend to be declared by the
board of directors, and to be paid, as any other dividend, in semiannual
or quarterly installments. The amount of such dividend, which
may be fixed on the basis of a percentage of the par value of preferred
shares, shall be determined by the board of directors at the time when it
authorizes the issue of preferred shares as provided above;
b) The
corporation may not pay any dividend in cash for common shares in any
fiscal year until it has paid the minimum preferred dividend corresponding
to preferred shares in that year, or in any other previous year in which
the aggregate total dividend corresponding to preferred shares has not
been paid;
c) In
the event that the corporation fails to pay the aggregate total amount of
the minimum preferred dividend corresponding to preferred shares in a
given fiscal year, and during the following two years fails to pay the
aggregate total amount of the minimum preferred dividend corresponding to
preferred shares in those two following years, as well as the amount which
it had failed to pay in respect of such first year, or if the corporation,
on the due date for payment as indicated under f) below in connection with
preferred shares, it fails to make any payment to the sinking fund or
fails to redeem any preferred shares, and provided always that at the time
of the occurrence of any of the above such preferred shares represent at
least ten percent (10%) of the total paid in capital of the corporation,
the holders of preferred shares shall be entitled to elect a member of the
board of directors, who shall continue in office until the circumstances
from which his appointment has arisen cease to exist;
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Preferred
shares shall be issued by the board of directors, from time to time, in
the amounts, for the consideration and in the manner which it may
determine. Such shares may be issued to the bearer or in
registered form as the board of directors may determine. The
holder of a certificate of preferred shares issued to bearer may exchange
such certificate for another certificate issued to its name and
representing the same number of preferred shares; and the holder of a
certificate of preferred shares issued in registered form may exchange
such certificate for another certificate issued to bearer and representing
the same number of preferred shares, subject to the restrictions which it
may be necessary or convenient to adopt in order to comply with applicable
laws on the transfer shares in any jurisdiction where the proposed
transfer is to have effect.
Preferred
shares are subject to the following provisions:
a) They
shall receive a minimum annual preferred dividend to be declared by the
board of directors, and to be paid, as any other dividend, in semiannual
or quarterly installments. The amount of such dividend, which
may be fixed on the basis of a percentage of the par value of preferred
shares, shall be determined by the board of directors at the time when it
authorizes the issue of preferred shares as provided above;
b) The
corporation may not pay any dividend in cash for common shares in any
fiscal year until it has paid the minimum preferred dividend corresponding
to preferred shares in that year, or in any other previous year in which
the aggregate total dividend corresponding to preferred shares has not
been paid;
c) In
the event that the corporation fails to pay the aggregate total amount of
the minimum preferred dividend corresponding to preferred shares in a
given fiscal year, and during the following two years fails to pay the
aggregate total amount of the minimum preferred dividend corresponding to
preferred shares in those two following years, as well as the amount which
it had failed to pay in respect of such first year, or if the corporation,
on the due date for payment as indicated under f) below in connection with
preferred shares, it fails to make any payment to the sinking fund or
fails to redeem any preferred shares, and provided always that at the time
of the occurrence of any of the above such preferred shares represent at
least ten percent (10%) of the total paid in capital of the corporation,
the holders of preferred shares shall be entitled to elect a member of the
board of directors, who shall continue in office until the circumstances
from which his appointment has arisen cease to
exist;
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d) Preferred
shares shall not have voting rights, except for the election of a director
in the event mentioned in paragraph c) above;
e) Preferred
shares shall have no preemptive rights under article 6 of the
articles of incorporation;
f) In
addition, pursuant to article 2 of Law 32 of 1927 on corporations,
preferred shares shall be subject to such designations, preferences,
privileges, restrictions or qualifications (including, without limitation,
provisions concerning redemption of preferred shares through the creation
of a sinking fund or otherwise) as the board of directors may determine at
the time of authorizing the issue of preferred shares.
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d) Preferred
shares shall not have voting rights, except for the election of a director
in the event mentioned in paragraph c) above;
e) Preferred
shares shall have no preemptive rights under article 6 of the
articles of incorporation;
f) In
addition, pursuant to article 2 of Law 32 of 1927 on corporations,
preferred shares shall be subject to such designations, preferences,
privileges, restrictions or qualifications (including, without limitation,
provisions concerning redemption of preferred shares through the creation
of a sinking fund or otherwise) as the board of directors may determine at
the time of authorizing the issue of preferred
shares.
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ARTICLE
5: (Transfer and Exchange of Shares)
Class
A common shares may only be transferred between the agencies designated by
each Latin American country.
Class
B common shares may only be transferred between banks and financial
institutions.
Class
E common shares may be freely transferred without restriction to any
person, whether a natural person or a legal entity.
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ARTICLE
5: (Transfer and Exchange of Shares)
Class
A common shares may only be transferred between the
agencies designated
by each Latin American country.
class
A shareholders or persons that qualify to be class A
shareholders.
Class
B common shares may only be transferred between
banks and financial
institutions
the
class B shareholders or persons that qualify to be class B
shareholders
.
Class
E common shares may be freely transferred
without
restriction
to any person,
whether a natural person or a legal
entity.
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Preferred
shares may be freely transferred, provided that any restrictions, which it
may be necessary or appropriate to apply in order to comply with existing
legislation concerning transfer of shares in any jurisdiction where the
proposed transfer is to have effect, are abided by.
The
holders of class B common shares may at any time, and with no limitation,
exchange class B common shares for class E common shares, at a rate of one
(1) class B common shares for one (1) class E common
shares. Wherever the right of conversion dealt with in this
paragraph is exercised, the class B shares being exchanged shall de
converted into class E shares, and consequently the certificates
representing the shares that are transferred shall be cancelled, and in
their stead new certificates representing class E shares shall be
issued.
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Class F common
shares may only be transferred between
the class F shareholders or persons that qualify to be
class F
shareholders.
Preferred
shares may be freely transferred, provided that any restrictions, which it
may be necessary or appropriate to apply in order to comply with existing
legislation concerning transfer of shares in any jurisdiction where the
proposed transfer is to have effect, are abided by.
The
holders of class B common shares may at any time, and with no limitation,
exchange class B common shares for class E common shares, at a rate of one
(1) class B common shares for one (1) class E common
shares. Wherever the right of conversion dealt with in this
paragraph is exercised, the class B shares being exchanged shall de
converted into class E shares, and consequently the certificates
representing the shares that are transferred shall be cancelled, and in
their stead new certificates representing class E shares shall be
issued.
Similarly,
the holders of class F common shares may at any time, and with
no
limitation, exchange their class F common shares for class E common
shares, at a rate of one (1) class F common share for one (1) class E
common share. Any time the right of conversion dealt with in
this paragraph is exercised, the class F shares bein
g
exchanged
shall be
converted
into class E shares, and consequently the certificates representing the
shares that are transferred shall be cancelled, and in their stead new
certificates representing class E shares shall be
issued.
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ARTICLE
6: (Pre-emptive Rights)
Class
A and class B shareholders shall have pre-emptive rights in respect of
shares of the same class of shares owned by them that may be issued by
virtue of a capital increase, in proportion to the shares of the class
owned by them. Notwithstanding the foregoing, in any given
year, the corporation may sell up to three percent (3%) of each of the
issued and outstanding class A and class B common shares of record as of
January 1
st
of such year without triggering pre-emptive rights with respect to those
shares. The holders of class E shares shall have no pre-emptive rights in
respect of any class of shares issued by virtue of a capital
increase. The liability of shareholders is limited to the
amounts unpaid for shares subscribed.
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ARTICLE
6: (Pre-emptive Rights)
Class
A
,
and
class
B
,
and
class
F
shareholders shall have pre-emptive rights in respect of shares of the
same class of shares owned by them that may be issued by virtue of a
capital increase, in proportion to the shares of the class owned by
them. Notwithstanding the
foregoing
,
in any given year, the corporation may
issue
or
sell up to three percent (3%) of each of the issued and
outstanding class A
and
class
B
,
and
class
F
common shares of record as of January 1
st
of such year without triggering pre-emptive rights with respect to those
shares. The holders of class E shares shall have no pre-emptive rights in
respect of any class of shares issued by virtue of a capital
increase. The liability of shareholders is limited to the
amounts unpaid for shares
subscribed.
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ARTICLE
12: (Board of Directors)
The
board of directors shall direct and control the business and assets of the
corporation, except for those matters specifically reserved to
shareholders by law or these articles of incorporation.
The
board of directors may grant general and special powers of attorney,
authorizing directors, officers and employees of the corporation or other
persons to transact such business and affairs within the competence of the
board of directors, as the board of directors may deem convenient to
entrust to each of them.
The
board of the directors shall consist of ten (10) members, as
follows:
(a) three
(3) directors shall be elected by the holders of the class A common
shares;
(b) two
(2) directors shall be elected by the holders of the class B common
shares;
(c) three
(3) directors shall be elected by the holders of the class E common
shares;
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ARTICLE
12: (Board of Directors)
The
board of directors shall direct and control the business and assets of the
corporation, except for those matters specifically reserved to
shareholders by law or these articles of incorporation.
Without
limiting the generality of the foregoing, the board of directors may
dispose of the assets of the corporation or give them as security for
obligations of the corporation or of its subs
idiaries
or affiliates or of persons in which in the corporation has an
interest.
The
board of directors may grant general and special powers of attorney,
authorizing directors, officers and employees of the corporation or other
persons to transact such business and affairs within the competence of the
board of directors, as the board of directors may deem convenient to
entrust to each of them.
The
board of the directors shall consist of ten (10) members,
but may
be increased to eleven (11) members,
as
follows:
a)
three (3) directors shall be elected by the holders of the class A common
shares;
(b)
two (2) directors
shall be elected by the holders of the class B common
shares;
b)
(c)
three
five
(
3
5
) directors
shall be elected by the holders of the class E common
shares;
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(d) two
(2) directors shall be elected by the holders of all of the common shares.
The board of directors shall nominate candidates for these
directorships. Such candidates shall include the Chief
Executive Officer of the corporation.
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c)
(d)
two
(2) directors shall be elected by the holders of all of the common
shares
. The
board of directors shall nominate candidates for these
directorships. Such candidates
, of which one
candidate for election
shall include the Chief Executive Officer of
the corporation
.
;
and
d)
so
long as the number of issued and outstanding class F common shares is
equal to or greater than fifteen per cent (15%) of the total number of
issued and outstanding common shares of the corporation, the class F
sha
reholders
shall have the right to elect one (1) director of the
corporation. For purposes of this paragraph, on December 31st
of each year, the President and Secretary of the corporation shall jointly
determine, based upon the stock register of the corpo
r
ation,
the percentage that the total number of issued and outstanding class F
shares bear to the total number of issued and outstanding shares of common
stock of the corporation on that date. Should the percentage so determined
be such as to grant the cla
s
s
F sharenolders the right to elect said director, the corporation shall
take the necessary measures for the election of the same at the next
ordinary annual meeting of shareholders. On the contrary, if
the percentage so determined is such as to make the
class
F shareholders lose their right to representation on the board of
directors, this shall be made known at the next ordinary annual meeting of
shareholders and the class F director occupying the class F post will
occupy so only until said ordinary ann
u
al
meeting of shareholders, even if on that date the three-year term to which
the class F director was elected has not yet expired. Despite
the class F shareholders having lost the right to elect a director on a
given year, this right shall be recovered
i
f
on any following December 31st the class F shareholders have a percentage
of participation that allows them to elect one (1) director, as
contemplated in this
article.
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Notwithstanding
the foregoing, whenever the total number of issued and outstanding class B
shares is less than twenty percent (20%) but more than or equal to ten
percent (10%) of the total number of issued and outstanding common shares
of the corporation, the holders of the class B shares shall be entitled to
elect only one director, and if such number were to be less than ten
percent (10%) of the total number of issued and outstanding common shares
of the corporation, the holders of the class B shares shall forfeit their
right to elect directors of the corporation, without being able to regain
such right again. Vacancies occurring in the board of the
directors by virtue of a reduction in the number of directors elected by
the class B shares shall be filled by the holders of the class E
shares. For purposes of this paragraph, beginning in the year
2001, on the first business day of each year, the President and the Chief
Executive Officer of the corporation shall jointly determine, based upon
the stock register of the corporation, the percentage that the total
number of issued and outstanding class B shares bear to the total number
of issued and outstanding shares of common stock of the corporation.
Should the percentage so determined be such as to require a reduction in
the number of directors whom the holders of Class B common shares are
entitled to elect in accordance with the provisions of this article, the
board of directors of the corporation shall, by means of a resolution, fix
the number of directors to be elected by each class of shares in the next
annual meeting of shareholders. This resolution of the board of
directors shall be recorded in the Public Registry.
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Notwithstanding the
foregoing, whenever the total number of issued and outstanding class B
shares is less than twenty percent (20%) but more than or equal to ten
percent (10%) of the total number of issued and outstanding common shares
of the corporation, the holders of the class B shares shall be entitled to
elect only one director, and if such number were to be less than ten
percent (10%) of the total number of issued and outstanding common shares
of the corporation, the holders of the class B shares shall forfeit their
right to elect directors of the corporation, without being able to regain
such right again. Vacancies occurring in the board of the
directors by virtue of a reduction in the number of directors elected by
the class B shares shall be filled by the holders of the class E
shares. For purposes of this paragraph, beginning in the year
2001, on the first business day of each year, the President and the Chief
Executive Officer of the corporation shall jointly determine, based upon
the stock register of the corporation, the percentage that the total
number of issued and outstanding class B shares bear to the total number
of issued and outstanding shares of common stock of the corporation.
Should the percentage so determined be such as to require a reduction in
the number of directors whom the holders of Class B common shares are
entitled to elect in accordance with the provisions of this article, the
board of directors of the corporation shall, by means of a resolution, fix
the number of directors to be elected by each class of shares in the next
annual meeting of shareholders. This resolution of the board of
directors shall be recorded in the Public Registry.
The board of directors may nominate candidates for
the position of director for the E and F class of shares and those elected
by all the classess
jointly.
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In
the annual ordinary meeting of shareholders, the shareholders of each
class shall elect the directors that they are entitled to appoint, in
accordance with this article and the other provisions of these articles of
incorporation. For all legal purposes, the composition of the
board of directors shall remain the same until the new director or
directors have been elected by the annual ordinary meeting of
shareholders.
The
directors shall be elected for periods of three (3) years, and they may be
re-elected.
Whenever
a person is elected as a class A or class B director, as the case may be,
because such person holds an office at a particular governmental or
banking institution, such person shall submit his or her resignation as a
director of the corporation if such person ceases to have such a relation
with the said institution. Should such person fail to submit his or her
resignation as a director of the corporation, the board of directors may
declare the position vacant and proceed to fill the vacancy by electing a
new director. The new director shall hold such office for the remainder of
the period of the director being replaced.
As
provided in article 4 (c) of these articles of incorporation, in the
event that the corporation fails to pay the minimum preferred dividend
corresponding to the preferred shares for any fiscal year, and for the
following two fiscal years, or if the corporation fails to make any
payment to the sinking fund or to redeem the preferred shares as provided
in article 4(f) hereof, and provided that at such time the issued and
outstanding preferred shares represent at least ten percent (10%) of the
total paid-in capital of the corporation, the holders of the preferred
shares shall be entitled to elect a member of the board of directors who
shall remain in office until the circumstances that caused his appointment
cease to exist.
The
holders of the class A, class B and class E shares shall vote separately
as a class for the election of the directors of the
corporation. The provisions of these articles of incorporation
with respect to separate meetings by class of holders of shares of common
stock for the election of directors shall also apply to the meetings of
the holders of the preferred shares for the election of the director to be
elected by the holders of the preferred shares.
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In
the annual ordinary meeting of shareholders, the shareholders of each
class shall elect the directors that they are entitled to appoint, in
accordance with this article and the other provisions of these articles of
incorporation. For all legal purposes, the composition of the
board of directors shall remain the same until the new director or
directors have been elected by the annual ordinary meeting of
shareholders.
The
directors shall be elected for periods of three (3) years, and they may be
re-elected.
Whenever
a person is elected as a class A or class
B
F
director, as
the case may be,
because such person
holds an office at a particular governmental or banking
institution
due to the position that person occupies at an
institution that is a class A or class F sharehold
er, respectively, and this is expressly stated at
the time of such person
’
s nomination and election
,
such
person shall submit his or her resignation as a director of the
corporation if such person ceases to have such relation with the said
institution. Should such person fail to submit his or her
resignation as a director of the corporation, the board of directors may
declare the position vacant and proceed to fill the vacancy by electing a
new director. The new director shall hold such office for the remainder of
the period of the director being replaced.
As
provided in article 4 (c) of these articles of incorporation, in the
event that the corporation fails to pay the minimum preferred dividend
corresponding to the preferred shares for any fiscal year, and for the
following two fiscal years, or if the corporation fails to make any
payment to the sinking fund or to redeem the preferred shares as provided
in article 4(f) hereof, and provided that at such time the issued and
outstanding preferred shares represent at least ten percent (10%) of the
total paid-in capital of the corporation, the holders of the preferred
shares shall be entitled to elect a member of the board of directors who
shall remain in office until the circumstances that caused his appointment
cease to exist.
The
holders of the class A, class
B
E,
and class
E
F
shares shall
vote separately as a class for the election of the directors of the
corporation. The provisions of these articles of incorporation
with respect to separate meetings by class of holders of shares of common
stock for the election of directors shall also apply to the meetings of
the holders of the preferred shares for the election of the director to be
elected by the holders of the preferred
shares.
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The
holders of the class A, class B and class E shares may meet separately as
a class, whenever deemed convenient, for the sole purpose of removing a
director elected by such class. In addition, each class of shares of
common stock may meet separately as a class in order to elect a new
director to fill a vacancy in the directors elected by such class, for the
remainder of the period of the director being replaced.
For
the election of directors, the shareholders of each class shall have a
number of votes equal to the number of shares of such class held by the
shareholder multiplied by the number of directors to be elected by such
class, and the shareholder can cast all of the votes in favor of one
candidate or distribute them among all the directors to be elected or
among two or more of them, as the shareholder may decide.
The
meetings of the board of directors shall be held at least once every three
(3) months in the Republic of Panama or in any other
country. Directors will be deemed to be present at meetings of
the board of directors if they are in direct communication by telephone,
videoconference or any other means of communications authorized by the
board of directors.
Notice
of meetings of the board of directors shall be given to each director by
an officer of the corporation by personal delivery or by fax, email,
telex, courier or air mail. The presence of at least six (6)
directors shall be required in order to hold a valid meeting of the board
of directors.
The
resolutions of the board of directors shall be adopted by the affirmative
vote of the majority of the directors present at the
meeting.
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The
holders of
the
class A,
class
B
E,
and class
E
F
shares may
meet separately as a class, whenever deemed convenient, for the sole
purpose of removing a director elected by such class. In addition, each
class of shares of common stock may meet separately as a class in order to
elect a new director to fill a vacancy in the directors elected by such
class, for the remainder of the period of the director being
replaced.
,
if the board of directors has not
filled the corresponding vacancy.
For
the election of directors, the shareholders of each class shall have a
number of votes equal to the number of shares of such class held by the
shareholder multiplied by the number of directors to be elected by such
class, and the shareholder can cast all of the votes in favor of one
candidate or distribute them among all the directors to be elected or
among two or more of them, as the shareholder may decide.
The
meetings of the board of directors shall be held
at least once every
three (3) months
as
frequently as the by-laws stipulate, or as determ
ined
by the board of directors,
in the Republic of Panama or in
any other country. Directors will be deemed to be present at
meetings of the board of directors if they are in direct communication by
telephone, videoconference or any other means of communications authorized
by the board of directors.
Notice
of meetings of the board of directors shall be given to each director by
an officer
or director
of the
corporation by personal delivery or by
,
fax, email, telex,
courier or air mail. The presence of
at
least six
(6)
a majority of the
directors
who are not employees of the corporation
shall be required in order to hold a valid meeting of the board of
directors.
The
resolutions of the board of directors shall be adopted by the affirmative
vote of the majority of the directors present at the
meeting.
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Written
resolutions of the board of directors that have been signed by at least
six (6) directors of the corporation shall be valid and binding
resolutions of the board of directors, even if they have been signed on
different dates and in different places, provided that the proposed
resolution has been timely circulated to all directors.
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|
Written
resolutions of the board of directors that have been signed by
at least six
(6)
a
majority of the
directors of the corporation shall be valid and
binding resolutions of the board of directors, even if they have been
signed on different dates and in different places, provided that the
proposed resolution has been timely circulated to all
directors.
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ANNEX
E
FULLY
AMENDED ARTICLES OF INCORPORATION
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
FOREIGN
TRADE BANK OF LATIN AMERICA, INC.
ARTICLE
1: (Name)
The name
of the corporation is Banco Latinoamericano de Comercio Exterior, S.A. in
Spanish and Foreign Trade Bank of Latin America, Inc. in English, and it may
also do business under the commercial name Bladex.
ARTICLE
2: (Purpose)
The
purpose of the corporation is to promote the economic development of Latin
American countries and their foreign trade. For the attainment of
this purpose, the corporation may carry out all types of banking or financial
business, investments, and any other businesses that promote foreign trade as
well as the development of Latin American countries.
The
corporation may also engage in different businessess than those described in the
paragraph above, provided that, to such effect, it has obtained the approval of
the shareholders in a resolution adopted by the affirmative vote of one-half
(1/2) plus one of the common shares, either present or represented, in a meeting
of shareholders called to obtain such authorization, which affirmative vote
shall necessarily include the vote of three-fourths (3/4) of class A common
shares issued and outstanding.
ARTICLE
3: (Powers)
In
pursuit of the above-mentioned purposes, the corporation shall have, among
others, the power to:
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a)
|
Grant
loans and extend credit guaranteed by commercial documents, by credit
instruments or by any other form of security, relating to the export of
goods and services of any kind;
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b)
|
Own,
hold, purchase, sell, withdraw, make, draw, accept, endorse, discount,
guarantee and carry out any operation with promissory notes, bills of
exchange, option certificates for the acquisition of shares and any other
securities or credit instruments in any country, as well as to carry out
foreign exchange operations;
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c)
|
Borrow
and accept credits from any companies or banking and credit institutions,
and to issue bonds, debentures, promissory notes and any other kind of
obligations or instruments;
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d)
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Act
as an international financial
agent;
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e)
|
Generally,
carry out any kind of banking, securities and financial
operations.
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The list
of powers mentioned above shall not be construed as a limitation or restriction
of the powers of the corporation, but on the contrary, as additional and
supplementary to the general powers and authorities granted to corporations by
the laws of the Republic of Panama.
ARTICLE
4: (Authorized Capital)
The
corporation shall have an authorized capital of two hundred ninety million
(290,000,000) shares, divided as follows:
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a)
|
Two
hundred and eighty million (280,000,000) common shares without par value
comprised of :
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|
1)
|
Forty
million (40,000,000) class A common shares without par
value;
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|
2)
|
Forty
million (40,000,000) class B common shares without par
value;
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|
3)
|
One
hundred million (100,000,000) class E common shares without par
value;
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4)
|
One
hundred million (100,000,000) class F common shares without par value;
and
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|
b)
|
Ten
million (10,000,000) preferred shares with a par value of ten U.S. dollars
(US$10.00) each.
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The
authorized capital shall be at least equal to the total amount represented by
the preferred shares with par value, if any, plus an amount to be determined in
respect of every common share without par value to be issued, and the amounts
from time to time added to the authorized capital by resolution of the board of
directors.
All
shares of the corporation, including common shares and preferred shares, shall
be issued only in registered form.
All
common shares shall have the same rights and privileges regardless of their
class, except in such cases where these articles of incorporation expressly
provide otherwise. Each class A, class B, class E, and class F common
share shall be entitled to one vote at meetings of the shareholders, except that
in respect of the election of directors, voting rights shall be exercised
cumulatively by class as provided by article 12 of these articles of
incorporation.
Class A
common shares may only be issued in the name of any of the following entities in
Latin American countries:
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b)
|
Banks
in which the State is the majority shareholder;
or
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c)
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Other
government agencies.
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For
purposes of these articles of incorporation, the expression "Latin American
countries" includes the countries, associated free states and island territories
in the Caribbean.
Class B
common shares may only be issued in the name of banks or financial
institutions.
Class E
common shares may be issued in the name of any person, whether a natural person
or a legal entity.
Class F
common shares may only be issued in the name of:
|
a)
|
State
entities and agencies of non-Latin American countries, including, among
others, central banks and banks in which the State is the majority
shareholder, of those countries;
and
|
|
b)
|
Multilateral
financial institutions, be it international or regional
institutions.
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The board
of directors shall determine whether a given person qualifies, or not, as a
shareholder of the A, B, or F class of shares of the corporation.
The
preferred shares may be issued in one or more series, and each of those series
shall have the rights, preferences, privileges and obligations that the board of
directors establishes at the time of their original issuance, through a
certificate of designation, which shall be filed with the Public Registry of the
Republic of Panama. The issuance of preferred shares will require the
affirmative vote of a majority of directors present, which majority must include
the votes of no less than two (2) directors which represent the class A
shareholders. The preferred shares have no voting rights, except as
otherwise contemplated in their certificate of designation, and only in the case
of breach of their terms. The preferred shareholders will only have
the right to elect one (1) director (regardless of the existence of one or more
series of preferred shares) in the event of breach of the terms of the preferred
shares, and only if so contemplated in the certificate of designation. The
election of said director, if such be the case, shall be made in accordance with
the cumulative voting system set forth in Article 12 of these articles of
incorporation. In the event the preferred shareholders have the right
to elect one (1) director, the total number of directors of the corporation
contemplated in Article 12 of these articles of incorporation shall be increased
by one. The preferred shares that are redeemed and canceled by the corporation
may be re-issued as part of the same or another series of preferred shares
authorized by the board of directors of the corporation.
ARTICLE
5: (Transfer and Exchange of Shares)
Class A
common shares may only be transferred between the class A shareholders or
persons that qualify to be class A shareholders.
Class B
common shares may only be transferred between the class B shareholders or
persons that qualify to be class B shareholders.
Class E
common shares may be freely transferred without restriction to any person,
whether a natural person or a legal entity.
Class F
common shares may only be transferred between the class F shareholders or
persons that qualify to be class F shareholders.
The
holders of class B common shares may at any time, and with no limitation,
exchange class B common shares for class E common shares, at a rate of one (1)
class B common shares for one (1) class E common shares. Wherever the
right of conversion dealt with in this paragraph is exercised, the class B
shares being exchanged shall de converted into class E shares, and consequently
the certificates representing the shares that are transferred shall be
cancelled, and in their stead new certificates representing class E shares shall
be issued.
Similarly,
the holders of class F common shares may at any time, and with no limitation,
exchange their class F common shares for class E common shares, at a rate of one
(1) class F common share for one (1) class E common share. Any time
the right of conversion dealt with in this paragraph is exercised, the class F
shares being exchanged shall be converted into class E shares, and consequently
the certificates representing the shares that are transferred shall be
cancelled, and in their stead new certificates representing class E shares shall
be issued.
ARTICLE
6: (Pre-emptive Rights)
Class A,
class B, and class F shareholders shall have pre-emptive rights in respect of
shares of the same class of shares owned by them that may be issued by virtue of
a capital increase, in proportion to the shares of the class owned by
them. Notwithstanding the foregoing, in any given year, the
corporation may sell up to three percent (3%) of each of the issued and
outstanding class A, class B, and class F common shares of record as of January
1
st
of such year without triggering pre-emptive rights with respect to those shares.
The holders of class E shares shall have no pre-emptive rights in respect of any
class of shares issued by virtue of a capital increase. The liability
of shareholders is limited to the amounts unpaid for shares
subscribed.
ARTICLE
7: (Share Register)
The share
register required by law shall be kept at the main office of the corporation or
at any other place determined by the board of directors. The
corporation may appoint one or more transfer agents to register and transfer its
shares. The share register may be kept by manual, electronic or any
other means permitted by law. The shares in the corporation may be issued in the
form of share certificates, global share certificates or in book entry form, as
determined by the board of directors.
ARTICLE
8: (Domicile)
The
domicile of the corporation shall be in Panama City, Republic of Panama, but the
corporation may, as approved by the board of directors, carry out operations and
establish branches in any part of the world, as well as keep its records and
hold assets in any part of the world. The corporation may also
establish such subsidiaries, as it may deem convenient in order to conduct its
business and its operations, either within or outside of the Republic of
Panama.
ARTICLE
9: (Duration)
The
duration of the corporation shall be indefinite.
ARTICLE
10: (Meetings of Shareholders)
Meetings
of shareholders may be held in the Republic of Panama or in any other
country. There shall be a general meeting of holders of the common
shares every year, on such date and in such place as may be determined by
resolution of the board of directors, to elect directors and transact any other
business duly submitted to the meeting by the board of directors.
Holders
of the common shares shall hold extraordinary meetings, when called by the board
of directors, as it may deem it necessary. In addition, the board of directors
or the President of the corporation shall call an extraordinary meeting of
holders of the common shares when requested in writing by one or more holders of
common shares representing at least one-twentieth of the issued and outstanding
capital.
ARTICLE
11: (Notice, Quorum and Voting in Meetings of Shareholders)
In order
to have a quorum at any meeting of shareholders, it is required that one-half
plus one of the common shares issued and outstanding be represented at the
meeting. Whenever a quorum is not obtained at a meeting of
shareholders, the meeting shall be held in the second meeting date set forth in
the notice of the meeting with the common shares represented in such second
meeting date. All resolutions of shareholders shall be adopted by the
affirmative vote of one-half plus one of the common shares represented at the
meeting where the resolution was adopted. However, the adoption of
resolutions regarding the following matters, shall require the affirmative vote
of one-half plus one of the common shares represented at the meeting plus
three-quarters (3/4) of all issued and outstanding class A shares:
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a)
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Dissolution
of the corporation;
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b)
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Any
amendment to Articles 2, 3, 4, 11, 12, 16 and 21 of the articles of
incorporation;
|
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c)
|
A
merger or consolidation of the
corporation.
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Notice of
meetings of shareholders, whether ordinary or extraordinary, shall be personally
delivered to each registered shareholder with voting rights or sent by fax,
telex, courier, air mail or any other means authorized by the board of the
directors, at least thirty days before the date of the meeting, counted from the
date that the notice was sent. The notice of the meeting shall
include the agenda of the meeting. At any meeting of shareholders,
shareholders may be represented by a proxy who need not be a shareholder, and
who may be appointed by public or private document, with or without power of
substitution.
Within a
period of twenty (20) days prior to the date fixed for holding a meeting of
shareholders, or during the meeting, any holder of common shares shall have the
right to request, in the first case, the board of directors, and in the second
case, the President of the meeting, to include any matter in the
agenda. Such matter shall be considered by the meeting if the
inclusion of the matter in the agenda is supported by the affirmative vote of
two-thirds (2/3) of the common shares issued and outstanding.
Upon
request to the board of directors or the President of the corporation,
shareholders representing at least one-twentieth of the issued and outstanding
shares of any given class may hold a meeting separately as a class for the
purpose of considering any matter which, in accordance with the provisions of
these articles of incorporation and the by-laws, is within their
competence.
Quorum
for a meeting of shareholders of any class of shares of common stock shall
require that one-half plus one of the issued and outstanding shares of common
stock of the said class be represented at the meeting.
Whenever
a quorum is not obtained at a meeting of shareholders of any given class of
shares of common stock, the meeting shall be held in the second meeting date set
forth in the notice of the meeting with the common shares of that particular
class represented in such second meeting date.
ARTICLE
12: (Board of Directors)
The board
of directors shall direct and control the business and assets of the
corporation, except for those matters specifically reserved to shareholders by
law or these articles of incorporation. Without limiting the generality of the
foregoing, the board of directors may dispose of the assets of the corporation
or give them as security for obligations of the corporation or of its
subsidiaries or affiliates or of persons in which in the corporation has an
interest. The board of directors may grant general and special powers
of attorney, authorizing directors, officers and employees of the corporation or
other persons to transact such business and affairs within the competence of the
board of directors, as the board of directors may deem convenient to entrust to
each of them.
The board
of the directors shall consist of ten (10) members, but may be increased to
eleven (11) members, as follows:
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a)
|
Three
(3) directors shall be elected by the holders of the class A common
shares;
|
|
b)
|
Five
(5) directors shall be elected by the holders of the class E common
shares;
|
|
c)
|
Two
(2) directors shall be elected by the holders of all of the common shares,
of which one candidate for election shall include the Chief Executive
Officer of the corporation; and
|
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d)
|
So
long as the number of issued and outstanding class F common shares is
equal to or greater than fifteen per cent (15%) of the total number of
issued and outstanding common shares of the corporation, the class F
shareholders shall have the right to elect one (1) director of the
corporation. For purposes of this paragraph, on December 31st
of each year, the President and Secretary of the corporation shall jointly
determine, based upon the stock register of the corporation, the
percentage that the total number of issued and outstanding class F shares
bear to the total number of issued and outstanding shares of common stock
of the corporation on that date. Should the percentage so determined be
such as to grant the class F sharenolders the right to elect said
director, the corporation shall take the necessary measures for the
election of the same at the next ordinary annual meeting of
shareholders. On the contrary, if the percentage so determined
is such as to make the class F shareholders lose their right to
representation on the board of directors, this shall be made known at the
next ordinary annual meeting of shareholders and the class F director
occupying the class F post will occupy so only until said ordinary annual
meeting of shareholders, even if on that date the three-year term to which
the class F director was elected has not yet expired. Despite
the class F shareholders having lost the right to elect a director on a
given year, this right shall be recovered if on any following December
31st the class F shareholders have a percentage of participation that
allows them to elect one (1) director, as contemplated in this
article.
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The board
of directors may nominate candidates for the position of director for the E and
F class of shares and those elected by all the classess jointly.
In the
annual ordinary meeting of shareholders, the shareholders of each class shall
elect the directors that they are entitled to appoint, in accordance with this
article and the other provisions of these articles of
incorporation. For all legal purposes, the composition of the board
of directors shall remain the same until the new director or directors have been
elected by the annual ordinary meeting of shareholders.
The
directors shall be elected for periods of three (3) years, and they may be
re-elected.
Whenever
a person is elected as a class A or class F director, as the case may be, due to
the position that person occupies at an institution that is a class A or class F
shareholder, respectively, and this is expressly stated at the time of such
person’s nomination and election, such person shall submit his or her
resignation as a director of the corporation if such person ceases to have the
stated relation with the said institution. Should such person fail to
submit his or her resignation as a director of the corporation, the board of
directors may declare the position vacant and proceed to fill the vacancy by
electing a new director. The new director shall hold such office for the
remainder of the period of the director being replaced.
The
holders of the class A, class E, and class F shares shall vote separately as a
class for the election of the directors of the corporation. The
provisions of these articles of incorporation with respect to separate meetings
by class of holders of shares of common stock for the election of directors
shall also apply to the meetings of the holders of the preferred shares for the
election of the director to be elected by the holders of the preferred
shares.
The
holders of class A, class E, and class F shares may meet separately as a class,
whenever deemed convenient, for the purpose of removing a director elected by
such class. In addition, in the event of a vacancy among the directors elected
by any such class, if the board of directors has not filled the corresponding
vacancy, such class may meet separately to elect a new director for the
remainder of the period of its predecessor,
For the
election of directors, the shareholders of each class shall have a number of
votes equal to the number of shares of such class held by the shareholder
multiplied by the number of directors to be elected by such class, and the
shareholder can cast all of the votes in favor of one candidate or distribute
them among all the directors to be elected or among two or more of them, as the
shareholder may decide.
The
meetings of the board of directors shall be held as frequently as the by-laws
stipulate, or as determined by the board of directors, in the Republic of Panama
or in any other country. Directors will be deemed to be present at
meetings of the board of directors if they are in direct communication by
telephone, videoconference or any other means of communications authorized by
the board of directors.
Notice of
meetings of the board of directors shall be given to each director by an officer
or director of the corporation by personal delivery, fax, email, telex, courier
or air mail. The presence of a majority of the directors who are not
employees of the corporation shall be required in order to hold a valid meeting
of the board of directors.
The
resolutions of the board of directors shall be adopted by the affirmative vote
of the majority of the directors present at the meeting.
Written
resolutions of the board of directors that have been signed by a majority of the
directors of the corporation shall be valid and binding resolutions of the board
of directors, even if they have been signed on different dates and in different
places, provided that the proposed resolution has been timely circulated to all
directors.
ARTICLE
13: (Committees)
The board
of directors may create one or more committees that shall have the powers and
the duties delegated to them by the board of directors, subject to the
provisions of these articles of incorporation. Each committee shall
have two or more members of the board of directors, appointed in the manner and
for the term which the board of directors may determine.
ARTICLE
14: (Advisory Council)
The board
of directors may appoint an advisory council that may be comprised of up to ten
(10) persons. The advisory council shall meet twice a year or whenever the board
of directors of the corporation may convene it, and its duties shall only
consist of providing advice to the board of directors.
ARTICLE
15: (Officers)
The
corporation shall have a President, a Chief Executive Officer, a Treasurer and a
Secretary who shall be elected by the board of directors; and it shall also have
such other officers as the board of directors may determine from time to
time.
ARTICLE
16: (Chief Executive Officer)
The Chief
Executive Officer shall be the legal representative of the corporation, and
shall have the following powers subject to the directives established by the
board of directors:
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a)
|
To
manage the affairs of the corporation on a daily basis, especially the
execution of its programs, the conduct of its operations, the custody of
its patrimony and the fulfillment of all of the resolutions of the board
of directors;
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b)
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To
appoint, promote, transfer and remove the corporation’s employees, as well
as to fix their remuneration and other working
conditions;
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c)
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To
grant powers of attorney to be granted for the purposes of judicial or
out-of-court representation of the
corporation;
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d)
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To
participate in the meetings of the board of directors, and to authorize by
his signature the corporation’s acts, contracts and documents, within the
parameters established by the board of directors;
and
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e)
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Any
other powers which the board of directors may delegate to
him.
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In the
permanent absence of the Chief Executive Officer, the representation of the
corporation shall rest on the person or persons whom the board of directors may
determine from time to time.
ARTICLE
17: (By-laws)
The board
of directors may adopt and amend the by-laws of the corporation.
ARTICLE
18: (Amendments)
The
corporation reserves the right to amend these articles of incorporation, from
time to time, as the shareholders may approve, in accordance with Article 11 of
these articles of incorporation, and all of the rights conferred to
shareholders, directors and officers shall be subject to this
reservation.
ARTICLE
19: (Resident Agent)
As long
as the board of directors does not otherwise decide, the resident agent of the
corporation shall be the law firm of Arias, Fábrega & Fábrega, with a
domicile in Plaza Bancomer Building, Fiftieth street, Panama City, Republic of
Panama.
ARTICLE
20: (Subscribers)
The
names, addresses and the number of shares subscribed by the original subscribers
of shares in the corporation appear set down in the original Articles of
Incorporation of the corporation, which has been duly registered in the Public
Registry of the Republic of Panama.
ARTICLE
21: (Fundamental Financial Policies)
The
fundamental financial policies of the corporation are the
following:
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a)
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In
all its credit operations the corporation shall be guided by business
criteria framed within the conditions of competition in the financial
markets wherein it may operate. Specifically, the corporation shall not
grant subsidies of interest rates nor banking commissions under any
circumstances.
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For
the rediscount of documents and the granting of loans, the corporation
shall ascertain the existence of adequate conditions for the
convertibility and transferability of currencies required to liquidate the
corresponding obligations at maturity and, when proper, shall adopt the
necessary measures to comply with such
conditions.
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The
corporation may only grant credit to borrowers organized, domiciled or
operating in a country whose corresponding state agency is a holder of
class A common shares. Notwithstanding the foregoing, the
corporation may grant credit to borrowers who do not meet the previously
stated qualification so long as the object of such loans is, directly or
indirectly, related to the foreign trade of countries whose corresponding
state agency is a holder of class A common shares. In order to
facilitate the diversification and management of liquidity, credit and
market risks, the restrictions described above shall not extend to the
investment portfolio administered by the corporation’s
Treasury.
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The
corporation may accept sight and time deposits, negotiate loans and lines
of credit in its favor and, in general, issue all type of securities to
obtain financial resources. The conditions of these operations by the
corporation shall be framed within the policies to which effect determines
the board of directors.
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The
corporation may carry out
studies and take
any steps that it may deem relevant to establish export credit insurance
systems of a multinational nature and collaborate with Latin American
countries in carrying out market research for the promotion of exports of
goods and services, in accordance with programs approved by the board of
directors for such purpose.
|
ARTICLE
22: (First Transitory Article)
Without
prejudice to the provisions of article 12 of these articles of incorporation,
and in order to maintain a staggered board, the directors of the corporation
shall be the following persons as from the moment of approval of these
amendments to the articles of incorporation.
Name
|
|
Represents Class
|
|
Term Expires
|
|
Address
|
|
|
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|
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Guillermo
Güemez García
|
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A
|
|
2002
|
|
5
de Mayo No. 2, 4to. Piso
Colonia
Centro,
Código
Postal 06059
México
D.F
|
|
|
|
|
|
|
|
Rossano
Maranhao Pinto
|
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A
|
|
2001
|
|
Edif.
Sede III- 24 Andar
CEP.70089-900
Brasilia-
DH- Brasil
|
|
|
|
|
|
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|
Sebastiao
G. Toledo Cunha
|
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B
|
|
2001
|
|
A.
Paulista 1000–16 Piso
CEP.01310-912
Sao
Paulo, SP, Brasil
|
|
|
|
|
|
|
|
Ernesto
A. Bruggia
|
|
B
|
|
2002
|
|
San
Martín 137, Piso 1
1004
Buenos Aires,
Argentina
|
|
|
|
|
|
|
|
Roland
B. Bandelier
|
|
B
|
|
2001
|
|
7
World Trade Center,
26th
Floor, New York
New
York 10048,
U.S.A.
|
Valentín
E. Hernández
|
|
B
|
|
2002
|
|
111
Wall St., 19th Floor,
Zone
1, New York
New
York 10043, U.S.A.
|
|
|
|
|
|
|
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Mario
Covo
|
|
E
|
|
2002
|
|
17
Park Drive South
Rye,
New York, 10580
U.S.A.
|
|
|
|
|
|
|
|
Will
C. Wood
|
|
E
|
|
2003
|
|
1550
El Camino Real,
Suite
275, Menlo Park
CA.
94025, U.S.A.
|
|
|
|
|
|
|
|
José
Castañeda Vélez
|
|
All
|
|
2003
|
|
Calle
50 & Aquilino de la
Guardia,
Apdo. 6-1497
El
Dorado, Panama
Republic
of Panama
|
|
|
|
|
|
|
|
Gonzalo
Menéndez Duque
|
|
All
|
|
2003
|
|
Teatinos
No. 180, Piso 13
Habitación
No. 1322
Santiago,
Chile
|
ARTICLE
23: (Second Transitory Article)
Upon the
approval of these amendments to these articles of incorporation, all class B and
class C shares of common stock shall be automatically converted into the new
class B shares of common stock, without requiring any further act or
authorization, at the rate of one class B or class C share of common stock, as
the case may be, for one new class B share of common stock.
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