UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2023
Commission File Number 1-11414
BANCO LATINOAMERICANO DE COMERCIO EXTERIOR, S.A.
(Exact name of Registrant as specified in its Charter)
FOREIGN TRADE BANK OF LATIN AMERICA, INC.
(Translation of Registrant’s name into English)
Business Park Torre V, Ave. La Rotonda, Costa del Este
P.O. Box 0819-08730
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 ☒ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes No ☒

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, thereunto duly authorized.
Date: March 24, 2023
 
FOREIGN TRADE BANK OF LATIN AMERICA, INC.
(Registrant)
 
By:
/s/ Ana Graciela de Méndez
 
Name:
Ana Graciela de Méndez
 
Title:
Chief Financial Officer




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 23, 2023
Dear Shareholder:
You are cordially invited to attend the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Banco Latinoamericano de Comercio Exterior, S.A. (hereinafter called “Bladex” or “the Bank”) to be held at Santa Maria Hotel, Santa Maria Boulevard, Panama City, Republic of Panama, on Wednesday April 26,2023 at 10:30 a.m. (Panama time).
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, 2022 (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, 2023 (Proposal 2);
3)
to elect three directors (two directors to represent the holders of the Class A shares of the Bank’s common stock (“Class A Directors”) and one director to represent the holders of the Class E shares of the Bank’s common stock (“Class E Director”)), 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);
5)
to hold an advisory vote on the frequency of advisory votes on executive compensation (Proposal 5); and
6)
to transact such other business as may properly come before the Annual Meeting.
Proposals 1, 2, 3, 4 and 5 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, 2022, may be obtained by writing to Mr. Carlos Raad 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, 2022 and the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2023. The election of directors, the advisory vote on executive compensation and the advisory vote on the frequency of such advisory votes 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 Annual Meeting on Wednesday, April 26, 2023.
Sincerely,

Miguel Heras Castro
Chairman of the Board


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2023
NOTICE IS HEREBY GIVEN to all holders of the issued and outstanding shares of common stock of Banco Latinoamericano de Comercio Exterior, S.A., a banking institution incorporated in accordance with the laws of the Republic of Panama (hereinafter called “Bladex” or the “Bank”), as of the record date set forth below, that the 2023 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 Santa Maria Hotel, Santa Maria Boulevard, Panama City, Panama, on Wednesday, April 26, 2023 at 10:30 a.m. (Panama time).
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS

Date
WEDNESDAY
APRIL 26, 2023

Time
10:30 A.M.
(PANAMA TIME)
VOTING METHODS
BEFORE THE MEETING

BY INTERNET Go to www.proxyvote.com for voting instructions or scan the QR code on your Important Notice Regarding the Availability of Proxy Materials or proxy card, then cast your vote electronically.

BY TELEPHONE You may call 1-800-690-6903 on a touch-tone telephone and follow the instructions provided by the recorded message to vote your shares by telephone.

BY MAIL You may promptly mail your completed and executed proxy card in the postage-paid envelope.
The Annual Meeting has been called for the following purposes:
Proposal 1
to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2022 (See Proposal 1);
Proposal 2
to ratify the appointment of KPMG (“KPMG”) as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (See Proposal 2);
Proposal 3
to elect three directors (two directors to represent the holders of the Class A shares of the Bank’s common stock (“Class A Directors”) and one director to represent the holders of the Class E shares of the Bank’s common stock (“Class E Director”)), each to serve a three-year term (See Proposal 3);
Proposal 4
to approve, on an advisory basis, the compensation of the Bank’s executive officers (See Proposal 4); and
Proposal 5
to hold an advisory vote on the frequency of advisory votes on executive compensation (Proposal 5).

The Board has fixed the close of business on March 20, 2023 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 generally. 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 directors of such class. If a quorum is not attained at the Annual Meeting scheduled to be held on Wednesday, April 26, 2023, at 10:30 a.m. (Panama time), then a second meeting will be held at 10:30 a.m. (Panama time) on Thursday, April 27, 2023. At such second meeting, a quorum at the Annual Meeting generally will be constituted by the shareholders present (in person or by proxy) at such meeting; and for the purpose of electing directors, a quorum 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. 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. If shareholders attend the Annual Meeting, they may revoke their proxies and 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 instructions for voting, in person or by proxy, are more fully described in the attached Proxy Statement.
By Order of the Board of Directors,

Jorge Luis Real
Secretary
March 23, 2023
YOUR VOTE IS IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN OUR ANNUAL MEETING, WE HOPE YOU WILL VOTE AS SOON AS POSSIBLE. VOTING NOW AT WWW.PROXYVOTE.COM WILL ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING REGARDLESS OF WHETHER YOU PARTICIPATE. IF YOU HAVE ALREADY VOTED, THERE IS NO NEED TO VOTE AGAIN UNLESS YOU WISH TO CHANGE YOUR VOTE.


PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2023
This Proxy Statement is being furnished to holders of shares of common stock of Banco Latinoamericano de Comercio Exterior, S.A. (hereinafter called “Bladex” or the “Bank”) in connection with the solicitation by the Board of Directors of the Bank (the “Board”) of proxies to be used at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Wednesday, April 26, 2023, at Santa Maria Hotel, Santa Maria Boulevard, Panama City, Republic of Panama, at 10:30 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. References to “$” are to United States dollars.
The Annual Meeting has been called for the following purposes:
1)
to approve the Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2022 (See 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, 2023 (See Proposal 2);
3)
to elect three directors (two directors to represent the holders of the Class A shares of the Bank’s common stock (“Class A Directors”) and one director to represent the holders of the Class E shares of the Bank’s common stock (“Class E Director”)), each to serve a three-year term (See Proposal 3);
4)
to approve, on an advisory basis, the compensation of the Bank’s executive officers (See Proposal 4);
5)
to hold an advisory vote on the frequency of advisory votes on executive compensation (See Proposal 5); and
6)
to transact such other business as may properly come before the Annual Meeting.
The Board recommends that all shareholders vote FOR each of Proposal 1 and Proposal 2. With respect to Proposal 3, the Board recommends that (i) all holders of the Class A shares (“Class A Shareholders”) vote FOR granting proxy holders the discretion to vote, in accordance with their best judgment, and (ii) all holders of the Class E shares (“Class E Shareholders”) vote FOR Mario Covo as director to represent the holders of Class E shares of the Bank’s common stock. With respect to Proposal 4, the Board recommends that all shareholders vote FOR the approval, on an advisory basis, of the compensation of the Bank’s named executive officers as disclosed in “Compensation of Executive Officers and Directors” and the related narrative disclosure included elsewhere in this Proxy Statement. With respect to Proposal 5, the Board recommends that all shareholders vote, on an advisory basis, FOR the option of “1 year” for future
advisory votes on executive compensation. This Proxy Statement is being mailed to shareholders entitled to vote at the Annual Meeting on or about March 23, 2023. 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. 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 participation 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 Torre V, Business Park, Avenida La Rotonda, Urbanización Costa del Este, P.O. Box 0819-08730, Panama City, Republic of Panama. Unless revoked or unless contrary instructions are given (either by voting 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 consolidated financial statements for the fiscal year ended December 31, 2022; (2) FOR Proposal 2 to ratify the appointment of KPMG as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2023; (3) FOR Proposal 3 to grant proxy holders the discretion to vote, in accordance with their best judgment, to elect two directors to represent the Class A Shareholders, and to elect Mario Covo as director to represent the Class E Shareholders; (4) FOR Proposal 4 to approve, on an advisory basis, the compensation of the Bank’s named executive officers as disclosed in “Compensation of Executive Officers and Directors”; (5) the Board recommends that all shareholders vote, on an advisory basis, FOR the option of “1 year” for future advisory votes on executive compensation (Proposal 5); and the related narrative disclosure; and (6) in accordance with the best judgment of the proxy holders with respect to any other matters which may properly come before the Annual Meeting.
To reduce the expense of delivering duplicate proxy materials to our shareholders, we will be delivering only one set of proxy materials to multiple shareholders who share an address unless we receive contrary instructions from any shareholder at that address. This practice, known as “householding,” reduces duplicate mailings, saving printing and postage costs as well as natural resources. Each shareholder retains a separate right to vote on all matters presented at the Annual Meeting. 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 Torre V, Business Park, Avenida

2023 Proxy Statement | 1

La Rotonda, Urbanización Costa del Este, 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
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 $10,500, plus out-of-pocket expenses.
Voting, Outstanding Shares and Quorum
The Board of Directors established March 20, 2023 as our record date. Therefore, only shareholders of record of our common stock at the close of business on March 20, 2023 (the “Record Date”), may vote, either in person or by proxy, at the Annual Meeting. 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. The candidates who receive the most favorable votes are elected as directors.
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 attained at the Annual Meeting on Wednesday, April 26, 2023, at 10:30 a.m. (Panama time), then a second meeting will be held at 10:30 a.m. (Panama time) on Thursday, April 27, 2023 with the shareholders present (in person or by proxy) at such second meeting. At such 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 will be constituted by the shareholders of each separate class of shares present (in person or by proxy) at such meeting.
As of December 31, 2022, there were issued and outstanding an aggregate of 36,324,556 shares of all classes of the Bank’s common stock. Set forth below is the number of shares of each class of the Bank’s common stock issued and outstanding as of December 31, 2022:
Class of Shares
Number of Shares
Outstanding as of
December 31, 2022
Class A Common Shares
6,342,189
Class B Common Shares
2,089,075
Class E Common Shares
27,893,292
Class F Common Shares
0
Total Common Shares
36,324,556
As of December 31, 2022, 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 13.1% of the total outstanding shares of voting capital stock of the Bank.
2 | 2023 Proxy Statement


The following table sets forth information regarding the Bank’s shareholders that were the beneficial owners of 5% or more of any one class of the Bank’s voting stock, as of December 31, 2022:
 
As of December 31, 2022
Class A Common Stock
Number of
Shares
% of
Class
% of Total
Common Stock
Banco de la Nación Argentina
Bartolomé Mitre 326
CP 1036 AAF Buenos Aires, Argentina
1,045,348
16.5
2.9
Banco do Brasil
SAUN Qd 5, Lote B, Torre II, 12 Andar
Edificio Banco do Brasil
CEP 70040-912 Brasilia, DF - Brazil
974,551
15.4
2.7
Banco de Comercio Exterior de Colombia
Edif. Centro de Comercio Internacional
Calle 28 No. 13A-15
C.P. 110311 Bogotá, Colombia
488,547
7.7
1.3
Banco de la Nación (Perú)
Ave. República de Panamá 3664
San Isidro, Lima, Perú
446,556
7.0
1.2
Banco Central del Paraguay
Federación Rusa y Augusto Roa Bastos
Asunción, Paraguay
434,658
6.9
1.2
Banco Central del Ecuador
Ave. 10 de Agosto N11-409 y Briceño
Quito, Ecuador
431,217
6.8
1.2
Banco del Estado de Chile
Ave. Libertador Bernardo O'Higgins No.1111
Santiago, Chile
323,413
5.1
0.9
Sub-total shares of Class A Common Stock
4,144,290
65.3
11.4
Total Shares of Class A Common Stock
6,342,189
100.0
17.5
Class B Common Stock
Number of
Shares
% of
Class
% of Total
Common Stock
Banco de la Provincia de Buenos Aires
San Martín 137
C1004AAC Buenos Aires, Argentina
884,461
42.3
2.4
Banco de la Nación Argentina
Bartolomé Mitre 326
CP 1036 AAF Buenos Aires, Argentina
295,945
14.2
0.8
The Korea Exchange Bank
35, Euljiro, Jun-gu
Seoul 100-793, Korea
147,173
7.0
0.4
Sub-total shares of Class B Common Stock
1,327,579
63.5
3.6
Total Shares of Class B Comon Stock
2,089,075
100.0
5.7
Class E Common Stock
Number of
Shares
% of
Class
% of Total
Common Stock
Brandes Investment Partners, LP(1)
4275 Executive Square 5th Floor
La Jolla CA 92037
United States
4,775,140
17.1
13.1
Total Shares of Class E Common Stock
27,893,292
100.0
76.8
Class F Common Stock
Number of
Shares
% of
Class
% of Total
Common Stock
Sub-total shares of Class F Common Stock
0
0.0
0.0
Total Shares of Common Stock
36,324,556
 
100.0
(1)
Source: Schedule 13G/A filing with the U.S. Securities and Exchange Commission dated January 6, 2023.

2023 Proxy Statement | 3

PROPOSAL 1 — TO APPROVE THE BANK’S AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022
The Bank’s audited consolidated financial statements for the fiscal year ended December 31, 2022 were prepared by the Bank in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), and were audited by the Bank’s independent registered public accounting firm, KPMG, which expressed an unqualified opinion, in accordance with International Standards on Auditing. At the Annual Meeting, the shareholders will vote to approve the Bank’s annual audited
consolidated financial statements; however, the audited consolidated 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 audited consolidated financial statements.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE BANK’S AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022.
4 | 2023 Proxy Statement


PROPOSAL 2 — TO RATIFY THE APPOINTMENT OF KPMG AS THE BANK’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023
The shareholders will vote to ratify the appointment of KPMG as independent registered public accounting firm for the fiscal year ending December 31, 2023, as auditors of the Bank, to report on the Bank’s audited consolidated financial statements and to perform such other appropriate audit related services as may be required.
In connection with the audit of the fiscal year ended December 31, 2022, and during the subsequent interim period through the date of this proxy statement, neither the Bank, nor anyone on its behalf, consulted KPMG regarding either (i) application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Bank, in any case where a written report or oral advice was provided to the Bank by KPMG, that KPMG concluded
was an important factor considered by the Bank in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Bank has been advised by KPMG 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. KPMG 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 AND THE AUDIT COMMITTEE OF THE BOARD, WHICH IS RESPONSIBLE FOR THE FINAL RECOMMENDATION OF THE BANK’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG AS THE BANK’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

2023 Proxy Statement | 5

PROPOSAL 3

ELECTION OF DIRECTORS
The Board consists of ten directors, in accordance with the Bank’s Articles of Incorporation. Three directors are elected by the Class A Shareholders, five directors are elected by the Class E Shareholders, and two directors are elected by the holders of all classes of the Bank’s common stock. In the event the number of issued and outstanding Class F shares is equal to or greater than 15% of the total issued and outstanding shares of all classes of the Bank’s common stock, the Class F shareholders shall have the right to elect one director, and the total number of directors shall be increased from 10 to 11. As of the Record Date, there are no issued or outstanding Class F shares. Except for Directors, Ms. Alexandra M. Aguirre, Mr. Ricardo Manuel Arango and Mr. Miguel Heras Castro, all current members of the Board are independent under the terms defined by applicable laws and regulations, including rules promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), Section 303A of the New York Stock Exchange Listed Company Manual, and Rule No. 05-2011 as amended by Rule No. 05-2014 of the Superintendency of Banks of Panama. Information regarding the independence determination of directors is included on the Bank’s website at https://www.bladex.com/en/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 multiple times. For the election of directors 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 the 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 his, her or its votes in favor of one candidate or distribute such votes among all of the directors to be elected, or among two or more of them, as the shareholder may decide. The candidates who receive the most favorable votes are elected as directors.
At the Annual Meeting, common shareholders will be asked to elect three directors (two directors to represent the holders of the Class A shares of the Bank’s common stock and one director to represent the holders of the Class E 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. The votes of the holders of the Class A shares will be counted separately as a class for the purpose of electing the directors to represent the holders of the Class A shares. Each elected director will serve a term of three years. Qualified candidates for the Class A directorships will be nominated by the Class A Shareholders. The Board has nominated Mario Covo as director to represent the holders of the Class E shares of the Bank’s common stock.
Two Directors to be Nominated for Election to Represent Holders of Class A Shares
Class A Shareholders shall nominate qualified candidates for the election of the Class A Directors to represent the holders of the Class A shares of the Bank’s common stock.
6 | 2023 Proxy Statement


One Class E Director Nominated for Election
With the recommendation of the Bank’s Nomination, Compensation and Operations Committee, the Board has nominated Mario Covo for election as director to represent the holders of the Class E shares of the Bank’s common stock.
Mario Covo


Age: 65

Director Since: 1999

Committees:
• Finance and Business Committee, Chairman
• Risk Policy and Assessment Committee, Member
Career Highlights:
Director of the Board since 1999, is Founding Partner of DanaMar LLC in New York, a financial consulting firm established in 2013 and of Larch Lane Partners, an investment advisory firm established in 2019.
Other Experience:
• Founding Partner, Helios
• Former Founding Partner, Finaccess International, Inc.
• Former Founding Partner, Columbus Advisors
• Former Head of Emerging Markets-Capital Markets, Merrill Lynch
• Former Vice President in the Latin American Merchant Banking Group, focusing on corporate finance and debt-for-equity swaps, Bankers Trust Company of New York
• Former International Economist focusing primarily on Latin America, Chase Econometrics
Education:
• Ph.D. in Economics, Rice University
• B.A. with honors, Instituto Tecnológico Autónomo de Mexico
Relevant Skills and Qualifications:
Dr. Covo’s extensive background and experience in the financial services industry, and his exposure to the markets in which the Bank operates qualify him to serve on the Board.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE holders of CLASS E SHARES VOTE FOR THE RE-ELECTION OF mario covo AS DIRECTOR OF THE BANK REPRESENTING THE HOLDERS CLASS E SHARES OF COMMON STOCK.

2023 Proxy Statement | 7

PROPOSAL 4 — TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE BANK’S EXECUTIVE OFFICERS
While we are not subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act’s (the “Dodd-Frank Act”) rules governing say-on-pay and say-on-frequency, an advisory vote on the frequency of shareholders votes on named executive officers’ compensation was conducted in connection with the 2017 Annual Meeting of Shareholders in conformity therewith. The Board recommended, and the Bank’s shareholders agreed, that the advisory vote on executive compensation be held on an annual basis. Accordingly, the Bank is providing shareholders with an advisory vote on compensation programs for the Bank’s named executive officers (sometimes referred to as “say-on-pay”). This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Bank’s named executive officers as described in this Proxy Statement.
This vote is non-binding. The Nomination, Compensation and Operations Committee, which pursuant to its Charter is comprised solely of independent directors (see below), and the Board expect to take into account the outcome of the vote when considering future named executive officers’ compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.
As described in detail under “Compensation of Executive Officers and Directors,” included elsewhere in this Proxy Statement, the Bank’s compensation programs are designed to attract, motivate and retain highly qualified executive officers who are able to achieve corporate
objectives and create stockholder value. Equity compensation in the form of stock options and restricted stock units that are subject to further time-based vesting is a significant component of executive compensation. We believe that our compensation programs, with their balance of short-term incentives (including cash bonus awards) and long-term incentives (including equity awards that vest between three and four years) reward sustained performance that is aligned with long-term shareholder interests. Shareholders are encouraged to read “Compensation of Executive Officers and Directors” and the related narrative disclosure included elsewhere in this Proxy Statement for a more detailed description of the Bank’s compensation programs and plans.
For the reasons outlined above, and further described and explained elsewhere in this Proxy Statement, we believe that our executive compensation program is well-designed, appropriately aligns executive pay with the Bank’s performance, and incentivizes desirable behavior. Accordingly, we are asking you to endorse our named executive officers’ compensation program by voting for the following resolution:
“Resolved, that the shareholders approve, on an advisory basis, the compensation of the Bank’s named executive officers as disclosed in the “Compensation of Executive Officers and Directors” section in this Proxy Statement.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE FOREGOING RESOLUTION FOR THE REASONS OUTLINED ABOVE.
8 | 2023 Proxy Statement


PROPOSAL 5 — TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION (SAY ON PAY)
While the Bank is not subject to the Dodd-Frank Act rules governing say-on-pay frequency, the Bank provides shareholders with the opportunity to cast a non-binding advisory say-on-pay vote every one, two or three years, as determined by a separate advisory stockholder vote held at least once every six years. As approved at the 2017 Annual Meeting of Shareholders, the Bank currently conducts say-on-pay votes once every year. Accordingly, the Bank is providing shareholders with this non-binding advisory vote on the frequency of a non-binding advisory vote on executive compensation.
The Board believes that an advisory vote on executive compensation that occurs every year is an appropriate frequency for conducting and responding to a say-on-pay vote.
Although the Board recommends a say-on-pay vote every year, shareholders will have the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the Board’s recommendation.
Although this advisory vote on the frequency of the say-on-pay vote is non-binding, the Board and the Nomination, Compensation and Operations Committee will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE OPTION OF “1 YEAR” FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

2023 Proxy Statement | 9

INFORMATION REGARDING THE BOARD, COMMITTEES,
NON-EXECUTIVE OFFICERS OF THE BOARD AND
EXECUTIVE OFFICERS OF THE BANK
Information regarding Directors
The following table and biographies set forth certain information concerning the directors whose terms do not expire in 2023 and who will continue to serve as directors following the Annual Meeting, including information with respect to each director’s current position with the Bank and other institutions, class of shares which such director represents, country of citizenship, the year that each director’s term expires, and age:
Name
Country of
Citizenship
Position Held with
the Bank
Year Term
Expires
Age
CLASS A
Fausto de Andrade Ribeiro
Former Chief Executive Officer
Banco do Brasil
Brazil
Director
2025
55
CLASS E
 
 
 
 
Ricardo Manuel Arango
Partner
Arias, Fabrega y Fabrega
Panama
Director
2025
62
Miguel Heras Castro
Managing Partner and Founder
MKH Capital Partners
Panama
Director
2024
54
Roland Holst
Board Member
Sudameris Bank
Paraguay
Director
2025
53
ALL CLASSES
Alexandra M. Aguirre
Partner
Holland and Knight LLP
United States
Director
2024
46
Isela Costantini
Chief Executive Officer
GST Financial Services
Argentina
Director
2024
51
10 | 2023 Proxy Statement


Fausto de Andrade Ribeiro


Title: Director

Age: 55

Director
Since: 2022

Committees:
• Audit Committee, Member
• Nomination, Compensation and Operations Committee, Member
Career Highlights:
Director of the Board since 2022, was Chief Executive Officer of Banco do Brasil from 2021 to 2022. He has been employed by Banco do Brasil in various capacities since 1988, holding the positions of CEO of BB Administradora de Consórcios, Executive Manager-Accounting Directorship, General Manager of Banco do Brasil in Spain, Executive Manager-Accounting Directorship and Internal Controls and Compliance Directorship and Channels Unit. Mr. Ribeiro has been guest speaker in many international seminars about Operational Risk Management, Internal Controls and Compliance. He is the chapter writer of the book “Gestão de Riscos no Brasil”, organized by Duarte Junior, Antonio Marcos Varga.
Other Experience:
• Former Chairman of the Board of Banco Votorantim S.A., Brasilprev S.A., UBS BB and Regional Former Chairman of Associação de Administradoras de Consórcios
• Former Member of the Board of Tecban and Ativos S.A.
• Former Chairman of the Board of Companhia de Energía Eléctrica do Rio Grande do Norte
• Former Member of the Board of Cámara de Comercio Exterior Espanha-Brazil
• Former Member of the Supervisory Board of Alelo, Elo Participaçãoes and BBTUR
• Former Chairman of the Supervisory Board of Fundação Banco do Brasil
• Former Member of the Audit Committee of Cobra Tecnologia
• Former Chairman of Risk, Compliance and Audit Commission of Camara Interbancaria de Pagamentos (CIP)
Education:
• Bachelor in Law from UNICEUB-Centro Universitario de Brasilia
• Bachelor in Administration from Faculdades Integradas Católica de Brasilia
• Master’s degree in business administration (MBA in Finance), Specialization in International Finance from IBMEC
• Bank Management for Results Program from University of Chicago and University of Texas, Austin and of Economics Minerva Program – The Theory and Operation of a Modern National Economy – Final paper: Central Bank-Independence, Governance and Accountability, from the George Washington University
Relevant Skills and Qualifications:
Mr. Ribeiro’s professional experience in and related to the banking industry and as a board member qualifies him to serve on the board.
Ricardo Manuel Arango


Title: Director

Age: 62

Director
Since: 2016

Committees:
• Anti-money Laundering, Compliance and Sustainability Committee, Chairman
• Finance and Business Committee, Member
• Risk Policy and Assessment Committee, Member
Career Highlights:
Director of the Board since 2016, is Senior Partner of the law firm of Arias, Fábrega & Fábrega in Panama. Since 2004, Mr. Arango has held several leadership positions in the firm, contributing to shape the organization into a leading Latin-American law firm. Mr. Arango has served as a member of the board of directors of the Panama Canal Authority since 2016 and as a member of the board of directors and audit and compliance committees of Banco General since 2012. Mr. Arango is a member of the Latin American Business Council (CEAL). Mr. Arango worked as an associate with Arias, Fábrega & Fábrega in Panama, becoming a partner of the firm in 1995. Mr. Arango’s professional practice focuses on finance, capital markets, banking regulations, corporate governance and compliance, and mergers and acquisitions. During his career, Mr. Arango has acted as lead counsel in some of the largest and most complex financial transactions and acquisitions in Panama and Central America. From 1998 to 1999, Mr. Arango headed the Presidential Commission that drafted Panama’s current securities act. Mr. Arango is admitted to practice law in New York and Panama.
Other Experience:
• Former member of the board of directors of Corporación La Prensa and as Chairman of its Editorial Committee
• Former member of the board of directors of the Panama Stock Exchange and as its Chairman
• Former Associate, White & Case in New York
Education:
• Bachelor’s degree in Law and Political Science, University of Panama
• Master of Laws degree, Harvard Law School
• Master of Laws degree, Yale Law School
Relevant Skills and Qualifications:
Mr. Arango has a strong knowledge of the regulatory frameworks under which the Bank operates; skills in managing legal, compliance, operational and credit risks of the banking industry; diversified perspective based on his combined legal/business acumen; in-depth understanding of the Bank’s business and operations; and experience as a board member for different companies, qualify him to serve on the Board.

2023 Proxy Statement | 11

Miguel Heras Castro


Chairman of the Board
Title: Director

Age: 54

Director
Since: 2015

Committees:
• Risk Policy and Assessment Committee, Chairman
• Finance and Business Committee, Member
Career Highlights:
Director of the Board since 2015 and Chairman of the Board since 2019. Mr. Heras is the Founder and Managing Partner of MKH Capital Partners, a private equity firm based in Florida, U.S.A. Since 1999, he has served as Managing Director and as a member of the Board of Directors of Inversiones Bahia, Ltd. in Panama, the largest investment group in Central America, focusing on the financial, infrastructure, energy, real estate, and communications markets. Mr. Heras currently serves on the boards of Fertilitas, Avelo Airlines, Wax Center Partners, Copa Colombia, Televisora Nacional and Bahia Motors. He is also a member of The Wharton School of the University of Pennsylvania Executive Board for Latin America and is Vice President of the Board of the Panama Food Bank Foundation. He obtained extensive knowledge and experience in the banking industry while serving as a member of the Board of Directors and Asset-Liability Committee (ALCO) of Banco Continental de Panama for more than 5 years. Mr. Heras structured the acquisition of several companies and banking institutions, and in 2007 led the negotiation for the integration of the banking businesses of Banco Continental de Panamá and Banco General, which converted Banco General into one of the largest banks in Central America.
Other Experience:
• Former member of the Board of Directors, Amnet Telecommunications Holdings
• Former member of the Board of Directors, Clean Streak Ventures
• Former member of the Board of Directors, Cable and Wireless (Panama) Inc.
• Former member of the Board of Directors, Panamanian Stock Exchange
• Former Minister of the Treasury of the Republic of Panama (1996 to 1998)
• Former President of the Council on Foreign Trade (1996 to 1998)
• Former Vice Minister of the Treasury (1994 to 1996)
Education:
• Bachelor of Science in Economics, Wharton School of the University of Pennsylvania
Relevant Skills and Qualifications:
Mr. Heras’ professional expertise in economics, finance, private equity, executive management leadership and his experience as a board member of different companies qualifies him to serve on the Board.
Roland Holst


Title: Director

Age: 53

Director
Since: 2017

Committees:
• Finance and Business Committee, Member
• Risk Policy and Assessment Committee,
Career Highlights:
Director of the Board since 2017, was Treasurer and Member Ex-Officio of the Board from May 2017 to October 2017 and was previously a Board member from 2014 to 2017. Dr. Holst is a Board member of Sudameris Bank, Paraguay since 2017 and served as a member of the board of Banco Central del Paraguay from 2012 to 2017.
Other Experience:
• Former Head of Fixed Income Research, State Street Global Markets in Boston, MA
• Former Quantitative Analyst, Starmine Corp. in San Francisco, CA
• Former Teaching Assistant of Econometrics, Public Finance, Finance, Program Evaluation, Macroeconomics and Labor Economics, University of Chicago
• Former Investment Manager, Garantia PFP, a pension fund
• Former General Manager, Bolsa de Valores de Asunción, Paraguay
• Author of “Social Security and Policy Risk: Evidence of its effects on welfare costs and savings” published in 2007
Education:
• Ph.D. in Public Policy and a Master’s in Economics, University of Chicago
• Master in Economics, Universidad Católica de Asunción, Paraguay
• Degrees in Economics and Agronomy, Universidad Nacional de Asunción, Paraguay
• Financial Risk Manager (FRM) certification
Relevant Skills and Qualifications:
Mr. Holst has professional experience in the fields of finance and economics and academic accomplishments qualify him to serve on the Board.
12 | 2023 Proxy Statement


Alexandra M. Aguirre


Title: Director

Age: 46
Director
Since: 2020

Committees:
• Finance and Business Committee, Member
• Anti-money Laundering, Compliance and Sustainability Committee, Member
• Risk Policy and Assessment Committee, Member
Career Highlights:
Director of the Board since 2020, is Partner at Holland & Knight LLP in Miami, Fl. since 2022. Previously she was a Partner at Morrison & Foerster, LLP from 2019 to 2022. Ms. Aguirre has been acting as Chairman of the Board and General Counsel of Pan American Development Foundation since 2015, and she is also a board member of the Women Lawyer’s Interest Group of the International Bar Association since 2019. Ms. Aguirre has been listed for the Latin America´s Top 100 Lawyers (Latinvex 2019-2021), “40 under 40” (The M&A Advisor 2015) and the Florida Super Lawyers Rising Star (Super Lawyers Magazine 2009). She was also a finalist to receive the Top Dealmaker of the Year Award, Corporate Category (Daily Business Review 2012) and recipient of M&A Deal of the Year Award (Latin Lawyers Magazine 2008). Ms. Aguirre is admitted to practice law in Florida, District of Columbia and New York.
Other Experience:
• Previously shareholder, Greenberg Traurig, LLP
• Member of the Presidential Advisory Council (PAC), INCAE Business School
• Associate, Hunton & Williams LLP
Education:
• Bachelor’s Degree in Marketing and Entrepreneurial, Babson College
• Juris Doctor, Northeastern University School of Law
Relevant Skills and Qualifications:
Ms. Aguirre’s professional expertise in corporate finance law, corporate governance and cross-border financing transactions in Latin America and United States and her experience as board member in different entities, qualify her to serve on the Board.
Isela Costantini


Title: Director

Age: 51

Director
Since: 2019

Committees:
• Nomination, Compensation and Operations Committee, Chairwoman
• Audit Committee, Member
Career Highlights:
Director of the Board since 2019, is Chief Executive Officer of GST Financial Services in Argentina. Ms. Costantini is a member of the boards of Barrick Gold Corporation, Prosegur S.A., and San Miguel S.A. Previously she held multiple positions at General Motors where she began working in 1998 and became President of the company for Argentina, Paraguay and Uruguay.
Other Experience:
• Member of the board, Food Bank of Argentina
• Counsel member, CIPPEC (Centro de Implementación de Políticas Públicas para la Equidad y el Crecimiento)
• Former President and Chief Executive Officer, Aerolíneas Argentinas
Education:
• Social Communications Degree, with a Major in Advertising, Pontificia Universidade Catolica do Parana (PUC-PR), Brazil
• MBA, with specialization in Marketing and International Business, Loyola University in Chicago
Relevant Skills and Qualifications:
Ms. Costantini’s professional expertise in restructuring, cultural transformation, marketing and communications, and experience as a board member and in leadership roles in different entities, qualify her to serve on the Board.

2023 Proxy Statement | 13

Information regarding 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 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).
Name
Country of
Citizenship
Position held by
Dignatario
with the Bank
Age
Miguel Heras Castro*
Managing Partner and Founder
MKH Capital Partners
Panama
Chairman of the Board
54
Herminio A. Blanco
CEO
IQOM
Mexico
Treasurer
72
Jorge Luis Real
Executive Vice President - Chief Legal Officer and Corporate Secretary
Banco Latinoamericano de Comercio Exterior, S.A.
Panama
Secretary
50
*
Indicates individual is also a member of the Board.
Board Leadership Structure
The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide an independent oversight of management. The Bank currently separates the positions of Chief Executive Officer and Chairman of the Board.
As defined by the SEC in Item 407 of Regulation S-K, at least one of the members of the Audit Committee is an “audit committee financial expert”.
In compliance with the Sarbanes-Oxley Act, Section 303A of the New York Stock Exchange Listed Company Manual, the Rules of the
Superintendency of Banks of Panama, the Bank’s organizational documents and charters of each of the following Board Committees, a majority of the members of the Board of Directors, all members of the Audit Committee, and all members of the Nomination, Compensation and Operations Committee of the Bank are independent directors.
Our Board believes that its leadership structure promotes an effective board that supports and challenges management appropriately.
Director Education
The Board believes that director education is essential to the ability of the directors to provide oversight and fulfill their roles. It is important that directors receive additional information and training about issues that are relevant to exercising prudent oversight of the management of the Bank. As such, the Bank regularly provides training that covers its industry and related current business, regulatory and governance topics presented by internal and external experts.
All new directors receive an orientation and training that is individually tailored, taking into account the director’s experience, background, education and committee assignments. The Bank’s new director orientation program is led by members of senior management, in consultation with the Chairman of the Board and each of the Bank’s new directors, and covers a review of the Bank’s business groups, strategic plan, financial statements and policies, risk management framework and significant risks, regulatory matters, corporate governance and key policies and practices (including the Bank’s Code of Ethics and Compliance programs), as well as the roles and responsibilities of its directors.
The Board and its committees participate in and receive various forms of training and education throughout the year, including business update sessions; management presentations on the Bank’s businesses, services, and products; and information on industry trends, regulatory developments, best practices, and emerging risks in the financial services industry. Other educational and reference materials on governance, regulatory, risk, and anti-money laundering and anti-corruption as well as other relevant topics are regularly included in Board and committee meeting materials and maintained in an electronic library available to directors.
14 | 2023 Proxy Statement


Director Nomination Process
As a financial entity regulated by applicable corporate and banking laws and regulations of the Republic of Panama and by the laws and regulations applicable to foreign private issuers listed on the New York Stock Exchange and registered with the Securities and Exchange Commission, Bladex considers critical to have in place and regularly review and strengthen a clear and transparent process for the search, identification, evaluation and application process of persons who wish to become directors of the bank. The purpose of this process is to ensure high standards of corporate governance and have a board of directors comprised of individuals who have the preparation, knowledge, experience, diversity, values and commitment necessary to carry out their duties and responsibilities.
The selection and nomination process for directors of the bank is led by the Nomination, Compensation and Operations Committee (the “NC&O Committee”) in coordination with the chairman of the board of directors and the other members of the board (nonetheless, the board of directors may alternatively constitute for specific instances an ad-hoc committee to substitute the NC&O Committee for the purpose of evaluating the eligibility requirements of candidates or coordinating the selection and nomination process). In any case, the NC&O Committee or the ad-hoc committee, as applicable, will regularly evaluate and recommend to the board of directors, for its final approval, the eligibility requirements that the candidates for the position of directors of the board of directors of the bank must meet, as well as the selection and nomination process.
The current eligibility requirements are based on several criteria, including (1) the personal aptitudes of the candidates, (2) professional background and experience, and (3) other basic requirements (e.g. minimum age, university degree, etc.). Furthermore, these basic eligibility requirements are supplemented by regulatory eligibility requirements which are consistent with, and are aimed at ensuring that Bladex complies with, applicable requirements of the New York Stock Exchange and the Superintendency of Banks of Panama, including certain independence and “no incompatibility” requirements.
The Nomination, Compensation and Operations Committee is responsible for screening and recommending the nomination of director candidates to the Board.
When searching for new directors, the Nomination, Compensation and Operations Committee actively seeks out diverse candidates to include in the pool from which Board nominees are chosen. When identifying and evaluating potential director nominees, including current members of the Board who are eligible for re-election, the Nomination, Compensation and Operations Committee seeks a balance of knowledge, experience, and capability on the Board and may consider the following:
Ethics, integrity and adherence to our values;
Qualities such as character, business judgment, independence, relationships, professional experience, length of service, and the like;
Commitment to enhancing long-term stockholder value;
Diversity of backgrounds, which is construed broadly to include differences of viewpoint, age, skill, gender, race, ethnicity, and other individual characteristics;
Knowledge or relevant experience regarding the operations or risks inherent in banking activities;
Demonstrated track record of integrity, competence, diligence and practical understanding of the business environment;
Sufficiency of time to carry out their Board and committee duties; and
Other factors, including conflicts of interest or competitive issues.
Board Evaluations
Our Board recognizes the critical role of annual Board evaluations in ensuring the Board is functioning effectively. The Board has a regular practice of assessing its own performance and the effectiveness of its members. Directors complete a questionnaire evaluating the Board annually. Overall performance is reviewed and discussed by the Nomination, Compensation and Operations Committee and any recommendations for improvement are then provided to our Board.
Executive Sessions of Directors
Executive sessions of directors are held during each meeting of the Board. Executive sessions over the course of this year were led by Mr. Miguel Heras Castro, as the chairperson of the sessions. The Board met for executive sessions six times during 2022.

2023 Proxy Statement | 15

Meetings of the Board and Committees
During the fiscal year ended December 31, 2022, the Board held six meetings. Directors attended an average of 97% of the total number of Board meetings held during the fiscal year ended December 31, 2022.
The following table sets forth the membership and number of meetings for each of the five Committees of the Board during the fiscal year ended December 31, 2022:
Name
Audit
Risk Policy
and
Assessment
Finance
and
Business
Anti-Money
Laundering,
Compliance and
Sustainability
Nomination,
Compensation and
Operations
Alexandra M. Aguirre
 
 
Ricardo Manuel Arango
 
 
Isela Costantini
 
 
 

Mario Covo
 
 
 
José Alberto Garzón
 
 

Miguel Heras Castro
 
 
 
Roland Holst
 
 
 
Fausto de Andrade Ribeiro
 
 
 

Number of Committee Meetings Held in 2022
6
5
5
6
7
Audit Committee
The Audit Committee is a standing Committee of the Board. According to its Charter, the Audit Committee must be comprised of at least three independent directors. The current members of the Audit Committee are Mr. José Alberto Garzón (Chair), Ms. Isela Costantini and Mr. Fausto de Andrade Ribeiro.
The Board has determined that all members of the Audit 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 NYSE Listed Company Manual, and Rule No. 05-2011 as amended by Rule 05-2014 of the Superintendency of Banks of Panama. In addition, at least one of the members of the Audit Committee is an “audit committee financial expert,” as defined by the SEC in Item 407 of Regulation S-K. The Audit Committee´s financial expert is Mr. Fausto de Andrade Ribeiro.
The purpose of the Audit 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 performance of both the internal audit and the independent registered public accounting firm, compliance with legal and regulatory requirements and the Bank’s Code of Ethics. The Audit Committee meets with each of the internal and
independent auditors and the Bank’s management to discuss the Bank’s audited consolidated financial statements and management’s discussion and analysis of financial condition and results of operations.
The Audit Committee meets at least six times per year, as required by the Superintendency of Banks of Panama and the Committee charter, or more often if the circumstances so require. During the fiscal year ended December 31, 2022, the Audit Committee met six times.
The Audit Committee, in its capacity as a Committee of the Board, is directly responsible for recommending to the shareholders the renewal or replacement of the Bank’s independent auditors at the Annual Shareholders’ Meeting, the compensation of the independent auditors (including the pre-approval of all audit and non-audit services) and oversight of the 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 Audit Committee.
The Charter of the Audit Committee requires an annual self-evaluation of its performance.
The Audit Committee pre-approved all audit and non-audit services of the Bank’s independent auditors in 2022.
16 | 2023 Proxy Statement


The table below summarizes the fees paid and/or accrued by the Bank for audit services provided by KPMG, as well as fees paid by the Bank for audit-related services provided by KPMG for each of the last two fiscal years:
 
2022
2021
Audit Fees
$677,892
$656,124
Audit-Related Fees
$181,900
$103,790
Tax Fees
All Other Fees
Total
$859,792
$759,914
The following is a description of the type of services included within the categories listed above:
Audit fees include aggregate fees billed for professional services rendered by KPMG, for the audit of the Bank’s annual financial statements and services that are normally provided in connection with statutory and regulatory filings or engagements.
Audit-related fees include aggregate fees billed for assurance and related services by KPMG, that are reasonably related to the performance of the audit or review of the Bank’s financial statements and are not reported under the “Audit fees”. These services are associated primarily with funding programs as part of the normal course of business of the Bank.
The Audit Committee’s Charter may be found on the Bank’s website at https://www.bladex.com/en/governance.
Risk Policy and Assessment Committee
The Risk Policy and Assessment Committee is a standing Committee of the Board. According to its Charter, the Risk Policy and Assessment Committee must be comprised of at least three directors. The current members of the Risk Policy and Assessment Committee are Mr. Miguel Heras Castro (Chair), Ms. Alexandra M. Aguirre, Mr. Ricardo Manuel Arango, Mr. Mario Covo and Mr. Roland Holst.
The Risk Policy and Assessment Committee is responsible for reviewing and recommending to the Board, for its approval, all policies related to the prudent enterprise risk management. The Committee also reviews and assesses exposures to the risks facing the Bank’s business within the risk levels the Bank is willing to take in accordance with its applicable policies, including the review and assessment of the quality and profile of the Bank’s credit facilities, the exposure to country, market, liquidity, technological, and information security (including cybersecurity) risks and the analysis of operational risks, which take into account the model risk and legal risks associated with the Bank’s products.
In addition, the Risk Policy and Assessment Committee assesses and approves credit limits and approves management proposals for granting different types of financing up to the legal limit applicable to the Bank in accordance with current regulations on the date of approval with respect to each transaction and/or economic group. It reports to the Board and refers transactions for consideration and approval by the Board when the transaction limit exceeds its delegated authorizations.
The Risk Policy and Assessment Committee performs its duties through the review of reports received regularly from management and through its interactions with the Risk Management area and other members of the Bank’s management. The Risk Policy and Assessment Committee charter requires the Committee to meet at least five times per year. During the fiscal period ended December 31, 2022, the Risk Policy and Assessment Committee held five meetings.
The Risk Policy and Assessment Committee Charter may be found on the Bank’s website at https://www.bladex.com/en/governance.
Finance and Business Committee
The Finance and Business Committee is a standing Committee of the Board. According to its Charter, the Finance and Business Committee must be comprised of at least three directors. The current members of the Finance and Business Committee are Mr. Mario Covo (Chair), Ms. Alexandra M. Aguirre, Mr. Ricardo Manuel Arango, Mr. Miguel Heras Castro and Mr. Roland Holst.
The fundamental role of the Finance and Business Committee is to review and analyze all issues related to the development and execution of the Bank’s business and its financial management including, among
others, capital management, portfolio management (assets and liabilities), liquidity management, gap and funding management, tax related matters and, the financial performance of the Bank in general. The Finance and Business Committee charter requires the Committee to meet at least five times per year. During the fiscal year ended December 31, 2022, the Committee held five meetings.
The Finance and Business Committee Charter may be found on the Bank’s website at https://www.bladex.com/en/governance.

2023 Proxy Statement | 17

Anti-Money Laundering, Compliance and Sustainability Committee
The Anti-Money Laundering, Compliance and Sustainability Committee is a standing Committee of the Board. The current members of the Anti-Money Laundering, Compliance and Sustainability Committee are Directors Mr. Ricardo Manuel Arango (Chair), Ms. Alexandra M. Aguirre and Mr. José Alberto Garzón, and the Bank’s Chief Executive Officer, Executive Vice President-Chief Operating Officer, Executive Vice President-Commercial Banking, Executive Vice President-Chief Risk Officer, Executive Vice President-Strategic Planning, Executive Vice President-Chief Audit Officer, Executive Vice President-Chief Investor Relations Officer, Executive Vice President-Chief Legal Officer and Corporate Secretary, Head Office Chief Compliance Officer and New York Agency Compliance Officer.
The Anti-Money Laundering, Compliance and Sustainability Committee acts in support of the Board, fulfilling its responsibilities in compliance matters while also fulfilling the functions attributed to them pursuant to applicable laws and regulations related to compliance, including the responsibility to direct the Bank’s Compliance Program on a strategic level.
Compliance includes all the laws and regulations that apply to the Bank and are related to: (i) Anti-Money Laundering and the Combating of the
Financing of Terrorism and the Proliferation of Weapons of Mass Destruction (AML/CFT), (ii) The U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), (iii) The Foreign Accounts Tax Compliance Act (FATCA), (iv) The OECD’s Common Reporting Standards (CRS), and (v) The Foreign Corrupt Practices Act (FCPA).
With respect to Environmental, Social and Governance (ESG) issues, on which the Bank's sustainability is based, the Board provides that the Committee shall also be in charge of overseeing these initiatives and the work carried out by Management towards the development, implementation and maintenance of a sustainability program for the Bank, reporting to the Board on a regular basis and coordinating with other Board Committees in charge of certain aspects related to social and environmental issues.
During the fiscal year ended December 31, 2022, the Anti-Money Laundering, Compliance and Sustainability Committee held six meetings.
The Anti-Money Laundering, Compliance and Sustainability Committee Charter may be found on the Bank’s website at https://www.bladex.com/en/governance.
Nomination, Compensation and Operations Committee
The Nomination, Compensation and Operations Committee is a standing Committee of the Board. According to its Charter, the Nomination, Compensation and Operations Committee must be comprised of at least three directors. The current members of the Nomination, Compensation and Operations Committee are Ms. Isela Costantini (Chair), Mr. José Alberto Garzón and Mr. Fausto de Andrade Ribeiro.
The Charter of the Nomination, Compensation and Operations Committee requires that all members of the Committee be independent directors. No member of the Nomination, Compensation and Operations Committee can be an employee of the Bank. The Board has determined that all members of the Nomination, Compensation and Operations 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 Manual for Companies listed on the NYSE, and Rule No. 05-2011 as amended by Rule 05-2014 of the Superintendency of Banks of Panama. The Nomination, Compensation and Operations Committee charter requires the Committee to meet at least five times per year. During the fiscal year ended December 31, 2022, the Nomination, Compensation and Operations Committee held seven meetings.
The Nomination, Compensation and Operations 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; making recommendations to the Board concerning candidates for Chief Executive Officer and counselling on succession planning for executive officers; recommending compensation for Board members and Committee members, including cash and equity compensation; recommending compensation policies for executive officers and employees of the Bank, including cash and equity compensation, policies for senior management and employee benefit programs and plans; reviewing and recommending changes to the Bank’s Code of Ethics; and advising executive officers on issues
related to the Bank’s personnel. Additionally, this Committee submits recommendations on issues related to improving the Bank´s operating model and evaluates and proposes technology and communications strategic plans. Further, the Nomination, Compensation and Operations Committee is responsible for promoting continued improvement in the Bank’s corporate governance and verifying compliance with all applicable policies.
The Nomination, Compensation and Operations Committee considers qualified director candidates recommended by shareholders. All director candidates are evaluated in the same manner regardless of how they are recommended, including recommendations by shareholders. For the current director nominees, the Committee considered candidate qualifications and other factors, including, those described in the section entitled “Director Nomination Process” above. Shareholders can mail any recommendations and an explanation of the qualifications of the candidates to the Secretary of the Bank at Torre V, Business Park, P.O. Box 0819-08730, Panama City, Republic of Panama.
The Charter of the Nomination, Compensation and Operations Committee requires an annual self-evaluation of the Committee’s performance.
The Nomination, Compensation and Operations Committee Charter may be found on the Bank’s website at https://www.bladex.com/en/governance.
None of the Bank’s executive officers serve as a director or a member of the Nomination, Compensation and Operations 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, Compensation and Operations Committee. None of the members of the Nomination, Compensation and Operations Committee has ever been an employee of the Bank.
18 | 2023 Proxy Statement


Executive Officers
Set forth below is information regarding the executive officers of the Bank, as of the date hereof.
Name
Position Held with the Bank
Country of Citizenship
Age
Jorge Salas
Chief Executive Officer
Spain
52
Samuel Canineu
Executive Vice President
Chief Commercial Officer
Brazil
41
Adriana Lizzeth Díaz
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