2 Disclaimer The information contained in this presentation (the “Presentation”) is preliminary, may not be complete and may be changed. Unless otherwise indicated or unless the context requires otherwise, all references to “Oriental,” “we,” “us,” “our” or similar references means Oriental Financial Group Inc. The Presentation includes forward-looking statements about Oriental. These forward-looking statements may relate to Oriental’s financial condition, results of operations, plans, objectives, future performance and business, including, but not limited to, statements with respect to the proposed acquisition described herein, the pro forma effect of such acquisition and related transactions, and our ability to finance such acquisition. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements. Forward-looking statements provide our expectations or predictions of future conditions, events or results. They are not guarantees of future performance, and actual results may differ materially. By their nature, these forward-looking statements involve numerous assumptions and uncertainties, both general and specific, including those discussed in Oriental’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “2011 10-K”), Oriental’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2012 (the “1Q 10-Q”), and other filings we make with the Securities and Exchange Commission. These statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward looking statements were made. These statements are not guarantees of future performance and involve certain risks, uncertainties, estimates and assumptions by management that are difficult to predict. Various factors, some of which, by their nature are beyond Oriental’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements, including with respect to market conditions. Factors that might cause such a difference include, but are not limited to those included under the “Risk Factors” section of the 2011 10-K and the 1Q 10-Q or the risk factors included in the materials provided to you in connection with this transaction. You are urged to read the “Risk Factors” section of the 2011 10-K and the 1Q 10-Q as well as the risk factors included in the materials provided to you in connection with this transaction. Market data used in the Presentation has been obtained from industry sources and publications as well as from research reports prepared for other purposes. Furthermore, certain information has been obtained from Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) and BBVA does not assume any responsibility therefore. We have not independently verified any the data obtained from these sources, and we cannot assure you of the accuracy or completeness of the data. In addition, information regarding the combined company included in this presentation is based in part on certain assumptions regarding the transaction and the value of the acquired assets and liabilities that we believe are reasonable. We cannot assure you that our assumptions will prove to be accurate over time. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction in which it is unlawful for such person to make an offer or solicitation. The Presentation contains unaudited non-GAAP financial and other performance measures. Oriental presents non-GAAP and other performance measures when its management believes that the additional information is useful and meaningful to investors. Non-GAAP and other performance measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP and other performance measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP. See Appendix for definitions and reconciliations of certain non-GAAP measures to the comparable GAAP measures and for definitions of certain other performance measures used in this presentation. |