FOREIGN TRADE BANK OF LATIN AMERICA, INC.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
View on SEC.govAbout this filing
What a company based outside the US has published at home or sent to its shareholders. It is how many foreign companies share results and news between annual reports.
Dec 31, 2025 · Filed Mar 19, 2026
Use the contents to explore the available documents and sections.
Contents
Proxy Statement
Proxy Statement for the 2026 Annual Meeting of ShareholdersTo be held on April 21, 2026
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 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually via
www.virtualshareholdermeeting.com/BLX2026, on Tuesday April 21, 2026 at 11:30 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, 2025 (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, 2026 (Proposal 2); |
| 3 | to elect three directors (two directors to represent the holders of Class A Shares of the Bank’s common stock (“Class A Director”) and one director 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); |
| 5 | to amend Article 1 of the Bank’s Articles of Incorporation to change the name of the Bank from Banco Latinoamericano de Comercio Exterior, S.A. to Bladex, Inc. (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, Proposal 2 and Proposal 5. 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, for any Class A Directors nominated at the Annual Meeting, and (ii) all
holders of the Class E shares (“Class E Shareholders”) vote FORJulianne Canavaggio 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. This Proxy
Statement is being mailed to shareholders entitled to vote at the Annual Meeting on or about March 21, 2026. 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
| Bladex | 2026 Proxy Statement | 5 |
|---|
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, 2025; (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, 2026; (3) FOR Proposal 3 to grant proxy holders the discretion to vote, in accordance with their best judgment, to
elect Julianne Canavaggio as director to represent the Class E Shareholder;(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”; FOR Proposal 5 amend Article 1 of the Bank’s Articles of Incorporation to change the name of the Bank from Banco
Latinoamericano de Comercio Exterior, S.A. to Bladex, Inc., (Proposal 5); 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 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 16, 2026 as our record date. Therefore, only shareholders of record of our common
stock at the close of business on March 16, 2026 (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 Tuesday, April 21, 2026, at 11:00 a.m. (Panama time), then a second meeting will be held
at 11:30 a.m. (Panama time) on Wednesday, April 22, 2026 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.
| 6 | 2026 Proxy Statement | Bladex |
As of December 31, 2025, there were issued and outstanding an aggregate of 37,230,208 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, 2025:
| Class of Shares | Number of Shares Outstanding as of December 31, 2025 |
|---|---|
| Class A Common Shares | 6,342,189 |
| Class B Common Shares | 827,573 |
| Class E Common Shares | 30,060,446 |
| Class F Common Shares | 0 |
| Total Common Shares | 37,230,208 |
As of December 31, 2025, 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 5.3% of the total outstanding shares of voting capital stock of
the Bank.
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, 2025:
| As of December 31, 2025 | |||
|---|---|---|---|
| Number of Shares | % of Class | % of Total Common Stock | |
| Class A Common Stock | |||
| Banco de la Nación ArgentinaBartolomé Mitre 326CP 1036 AAF Buenos Aires, Argentina | 1,045,348 | 16.5 | 2.8 |
| Banco do BrasilSAUN Qd 5, Lote B, Torre II, 12 AndarEdificio Banco do Brasil CEP 70040-912 Brasilia, DF - Brasil | 974,551 | 15.4 | 2.6 |
| Banco de Comercio Exterior de ColombiaEdif. Centro de Comercio InternacionalCalle 28 No. 13A-15C.P. 110311 Bogotá, Colombia | 488,547 | 7.7 | 1.3 |
| Banco de la Nación (Perú)Ave. República de Panamá 3664San Isidro, Lima, Perú | 446,556 | 7.0 | 1.2 |
| Banco Central del ParaguayFederación Rusa y Augusto Roa BastosAsunción, Paraguay | 434,658 | 6.9 | 1.2 |
| Banco Central del EcuadorAve. 10 de Agosto N11-409 y BriceñoQuito, Ecuador | 431,217 | 6.8 | 1.2 |
| Banco del Estado de Chile Ave. Libertador Bernardo O'Higgins No.1111Santiago, Chile | 323,413 | 5.1 | 0.9 |
| Sub-total shares of Class A Common Stock | 4,144,290 | 65.4 | 11.2 |
| Total shares of Class A Common Stock | 6,342,189 | 100.0 | 17 |
| Bladex | 2026 Proxy Statement | 7 |
|---|
| Number of Shares | % of Class | % of Total Common Stock | |
|---|---|---|---|
| Class B Common Stock | |||
| Banco de ChilePaseo Ahumada 251, 8320206 SantiagoRegión Metropolitana, Chile | 59,430 | 7.2 | 0.2 |
| Banco de Credito e InversionesHuerfanos 1134, Santiago CentroRegion Metropolitana, Chile | 53,376 | 6.4 | 0.1 |
| The Korea Exchange Bank 35, Euljiro, Jun-guSeúl 100-793, Corea | 147,173 | 17.8 | 0.4 |
| Banque Nationale de Crédit103, Angle Reus des Miracles et Du QuaiCode Postal HT6110, Port-au.Prince, Haiti | 58,947 | 7.1 | 0.2 |
| Banco Nacional de Comercio Exterior, S.N.C.Periférico Sur 4333, Colonia Jardines en la MontañaTlalpan, Ciudad de México, C.P. 14210 | 41,412 | 5.0 | 0.1 |
| Sub-total shares of Class B Common Stock | 827,573 | 43.5 | 1 |
| Total shares of Class B Common Stock | 827,573 | 100.0 | 2.2 |
| Class E Common Stock | |||
| Brandes Investment Partners, LP(1)4275 Executive Square5th FloorLa Jolla, CA 92037United States | 1,983,761 | 6.6 | 5.3 |
| BlackRock, Inc.50 Hudson YardsNew YorkNew York 10001United States | 1,646,829 | 5.5 | 4.4 |
| Sub-total shares of Class E Common Stock | 3,630,590 | 6.6 | 9.7 |
| Total Shares of Class E Common Stock | 30,060,446 | 100.0 | 80.7 |
| Class F Common Stock | |||
| Sub-total shares of Class F Common Stock | 0 | 0 | 0 |
| Total Shares of Common Stock | 37,230,208 | 100.0 | |
(1)Source: Schedule 13G/A filing with the U.S. Securities and Exchange Commission dated February 12, 2026.
(2)Source: Schedule 13G/A filing with the U.S. Securities and Exchange Commission dated January 21, 2026.
| 8 | 2026 Proxy Statement | Bladex |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.