Street address:
Torre V, Business Park, Avenida La Rotonda, Urbanización Costa del Este
Mailing address: P.O. Box 0819-08730
Panama City, Republic of Panama
March 24, 2022
Dear Shareholder:
You are cordially invited to attend the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Banco Latinoamericano de Comercio Exterior, S.A. (Bladex) which will be held on April 27, 2022 at 10:30 a.m. (Panama time).
Due to the public health impact of the coronavirus COVID-19 pandemic and to support the health and well-being of our Board of Directors, employees and shareholders, the Annual Meeting will be held this year in a virtual-only format via live webcast. Because the Annual Meeting is virtual and being conducted electronically, shareholders may not attend the Annual Meeting in person.
Shareholders can attend the meeting, vote their shares electronically and submit their questions via the internet at www.virtualshareholdermeeting.com/BLX2022 by using the 16-digit control number that appears on the accompanying voting form.
At the Annual Meeting, shareholders of all classes will be asked to vote:
1)
| to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2021 (Proposal 1); |
2)
| to ratify the appointment of KPMG (“KPMG”) as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2); |
3)
| to elect four directors (one director to represent the holders of the Class A shares of the Bank’s common stock (“Class A Director”) and three directors to represent the holders of the Class E shares of the Bank’s common stock (“Class E Directors”)), each to serve a three-year term (Proposal 3); |
4)
| to approve, on an advisory basis, the compensation of the Bank’s executive officers (Proposal 4); and |
5)
| to transact such other business as may properly come before the Annual Meeting. |
Proposals 1, 2, 3 and 4 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 audited consolidated financial statements for the fiscal year ended December 31, 2021, may be obtained by writing to Mrs. Ana Graciela de Méndez at Torre V, Business Park, Avenida La Rotonda, Urbanización Costa del Este, P.O. Box 0819-08730, Panama City, Republic of Panama, or by visiting the “Investor Relations” section of the Bank’s website at https://www.bladex.com/en/investors.
Important notice to beneficial shareholders of Class E shares who hold their shares through a broker rather than directly in their own name: In accordance with the New York Stock Exchange (“NYSE”) rules, your broker will not be able to vote your shares with respect to any non-routine matters (including the election of directors) if you have not given your broker specific instructions to do so. There are two routine matters to be voted on at the Annual Meeting: the approval of the audited consolidated financial statements for the fiscal year ended December 31, 2021 and the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2022. The election of directors and the advisory vote on executive compensation are matters considered non-routine under applicable rules.
A broker or other nominee cannot vote without instructions from the beneficial owner on non-routine matters, and therefore broker non-votes may exist in connection with such proposals. Most of our outstanding shares are held in this manner, so it is important that you submit a vote. We strongly encourage all shareholders to vote. Please vote as soon as possible.
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. All shareholders shall have the option to use the Internet, telephone, or mail to vote their proxy in accordance with the instructions provided in their proxy cards.
The Board of Directors of the Bank (the “Board”) recommends 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 your attendance at the virtual Annual Meeting on Wednesday, April 27, 2022.
Sincerely,
Miguel Heras Castro
Chairman of the Board