LATIN AMERICAN EXPORT BANK: AGREEMENTS ESTABLISHING

LATIN AMERICAN EXPORT BANK: AGREEMENTS ESTABLISHINGAuthor(s): BLADEXSource: International Legal Materials, Vol. 20, No. 4 (JULY 1981), pp. 934-954Published by: American Society of International LawStable URL: http://www.jstor.org/stable/20692328 .

Accessed: 16/06/2014 04:19

Your use of the JSTOR archive indicates your acceptance of the Terms & Conditions of Use, available at .http://www.jstor.org/page/info/about/policies/terms.jsp

.JSTOR is a not-for-profit service that helps scholars, researchers, and students discover, use, and build upon a wide range ofcontent in a trusted digital archive. We use information technology and tools to increase productivity and facilitate new formsof scholarship. For more information about JSTOR, please contact [email protected].

.

American Society of International Law is collaborating with JSTOR to digitize, preserve and extend access toInternational Legal Materials.

http://www.jstor.org

This content downloaded from 195.78.108.60 on Mon, 16 Jun 2014 04:19:33 AMAll use subject to JSTOR Terms and Conditions

http://www.jstor.org/action/showPublisher?publisherCode=asil

http://www.jstor.org/stable/20692328?origin=JSTOR-pdf

http://www.jstor.org/page/info/about/policies/terms.jsp


934

LATIN AMERICAN EXPORT BANK: AGREEMENTS ESTABLISHING*

Introductory Note on the Banco Latinoamericano de Exportaciones (BLADEX)**

Banco Latinoamericano de Exportaciones, S.A. (the "Bank"

or "BLADEX") was incorporated in 1978 in recognition of the

interest on the part of the Governments of Latin America (the

"Region") to promote and finance exports, with particular

emphasis on non-traditional exports. The Bank complements the

activities of local governmental and commercial banks in

countries throughout the Region by providing financing through local institutions in support of exports.

The shareholders of the Bank consist of central banks or

their designated government financial institutions from 19

countries of the Region, 174 Latin American commercial banks,

21 other international financial institutions and the International

Finance Corporation ("IFC"), an affiliate of the International

Bank for Reconstruction and Development (the "World Bank").

BLADEX is viewed as a regional development bank by the World

Bank, the Inter-American Development Bank (111 DB11 ) and the

International Monetary Fund.

The principal activity of BLADEX is to provide short term

financing at competitive rates to its shareholder commercial

banks in the Region for use by them in on-lending to exporters.

BLADEX also extends medium term loans to shareholders for the

financing of capital goods to be used in export production.

BLADEX applies commercial criteria in deciding whether or not

to grant facilities to its clients.

The Bank obtains funds from international inter-bank markets

and seeks, whenever possible, to incur liabilities substantially

compatible with the tenor of its earning assets. The Bank

*[Reproduced from the English version provided by the Banco Latinoamericano de Exportaciones (BLADEX). The Articles of In

corporation appear at I.L.M. page 939; the By-laws at page 948.] **[The Introductory Note was prepared for International Legal

Materials by BLADEX.]



935

attempts to maintain a broad spread of depositors and borrowers*

and at 31st December, 1980 had deposits from 36 depositors from

19 countries and had loans outstanding to 82 borrowers

from 15 countries throughout the Region. At 31st December, 1980, total assets were $415 million

(1979 - $193 mill ion), total deposits were $268 million (1979 -

$111 million) and share capital and reserves were $39 million

(1979 - $35 million). Interim figures at 31st March, 1981 show total assets of $467 million and total deposits of $306 million. Net income for 1980 was $2.4 million (1979 -

$1.5 million). The Bank does not intend to distribute any cash dividends to shareholders before 1984.

History and Organisation

The Bank resulted from a proposal in May, 1976 of the XX Assembly of Governors of Latin American central banks

for the creation of a multinational organisation, headquartered in the Republic of Panama ("Panama"), to finance exports from

the Region. The structure of the Bank was determined following

studies by committees appointed by the Latin American central

banks and the Panama National Banking Commission and after

discussions between representatives of the central banks,

Latin American commercial banks and international commercial

banks. BLADEX was incorporated on 30th November, 1977 as a

corporation (Sociedad Anonima) in Panama and it started

operations on 2nd January, 1979. The Bank now has 216 share

holders consisting of central banks, governmental institutions

and commercial banks of the Region, as well as major commercial

banks from outside the Region and the IFC, which has the

largest shareholding (approximately 7.5 per cent.).

Panama was selected as the location of the Bank's head

office for three main reasons: the growing importance of

Panama as a financial and banking centre; the unrestricted

circulation in Panama of the dollar and the absence of exchange

controls; and the tax benefits available in Panama for

offshore financial and banking transactions. Panama

recognises the Bank as a regional development bank and has

enacted a law granting BLADEX status as an international

agency.



936

The Bank does not contemplate the opening in the near

future of operational subsidiaries or branch or representative

offices in the Region or in other international centres, but

these may be established at a later stage in accordance with

the Bank's requirements.

Busi ness

The principal function of BLADEX is to provide financing to its shareholders for the purpose of supporting and expanding the

Region's exports. The countries in the Region recognise that

the expansion of exports, particularly non-traditional goods and services, is important to meeting their long term goals for

economic development. Therefore, the Bank's Articles of

Incorporation place particular emphasis on financing non

traditional exports. Since it began operations, more than

60 per cent of BLADEX's financings have been in support of

non-traditional exports. BLADEX finances a broad spectrum of exports. The table

below shows the amount of BLADEX's disbursements in 1980 by product cU-sstf?cet?on:

Light Industrial Products $ 47,895,604

Heavy Industrial Products 50,815,972

Wood and Wood Products 29,228,973

Minerals 66,964,637

Nonprocessed Agricultural and Cattle Products 114,933,678

Processed Agricultural and Cattle Products 81,410,875

Marine Products 28,125,042

$ 419,374,781

In 1980, the Bank made a total of 542 loans. These

consisted of 423 short term advances which were used to

finance the pre-export and export stages and 88 acceptances for the financing of the exports themselves. BLADEX also

granted 31 medium term loans for capital goods or infrastructure

to produce exports. Medium term lending included participation in five syndicated loans, the proceeds of which were to be

used for capital equipment to produce goods for export.



93 7

Loans were granted in amounts from $1,003 to $10,000,000 and

the average transaction was $773,754. Total outstandings at

31st December, 1980 were $203,497,132. The largest amount

outstanding at that date, or at any time during 1980,to any

single borrower was $15,000,000.

Financing is extended, at rates of interest dictated by

market conditions at the time, by means of short term advances

(with a maturity of up to 360 days), acceptance of bills of

exchange of up to 180 days, and medium term loans. Each

application for medium term loans is reviewed individually.

Although normally for shorter terms, one medium term loan has

been granted for 10 years. It is the intention of the Bank to

continue having at least three quarters of its loan portfolio

with a short term maturity.

For the above reason and because of the self-1 i qui dating

nature of most export financing, the Bank's portfolio has a

short average life. As at 31st March, 1981 the weighted

average life was as follows:

Advances 120 days

Acceptances 109 days

Medium term loans 4.6 years

During 1980, financing was made available to borrowers in

15 countries in the Region. Since an entity of the Colombian

government has recently become a shareholder in the Bank,

the Bank may now extend credit to Colombian borrowers.

The following table shows the geographic distribution of borrowers

to which each type of financing was disbursed during the years

1979 and 1980, as well as the amounts outstanding at the end

of each year:



938

Advances

Argentina Bolivia Brazil Costa Rica Chile Dominican Republic Ecuador El Salvador Guatemala Honduras Jamaica Panam?

Paraguay Per?

Uruguay

Granted

During 1979

Outstanding at 31st December

1979

Granted

During 1980

Outstanding at 31st December

1980

$ 53,284,207 3,303,149

26,291,361 2,796,735

23,646,000 1,500,000

400,000 2,500,000

7,235,984 377,185

10,010,000

25,612,722 4,276,871

$161,234,214

$ 27,709,149 1,267,538 9,273,258 2,796,735 6,620,000 1,500,000

400,000 2,000,000

6,849,291 377,185

2,500,000

10,969,014 2,300,837

$ 74,563,007

$ 52, 3,

76, 16, 24,

7, 5, 4, 5,

17, 2,

11, 1,

60, 5,

008,165 122,753 936,000 013,244 860,035 400,000 906,159 650,000 000,000 171,646 719,072 009,800 250,000 416,456 950,005 413,335

$ 22,784,978 1,083,946

27,906,194 10,400,000 11,456,435

7,300,000 754,943

5,000,000 12,371,412

2,526,126 4,127,800 1,250,000

18,619,422 2,000,000

$127,501,256

Acceptances

Argentina $ 1,600,000 $ 1,600,000 $ 2,200,000 $ 512,631 Brazil 3,000,000 3,000,000 35,710,000 17,710,000 Chile 4,550,000 4,550,000 37,250,500 10,000,000

Dominican Republic 4,500,000 4,500,000 600,000 Ecuador ? ? 5,857,716 1,350,750

Honduras 750,000 750,000 3,000,000 Panam? ? ?

200,000 Per? ? ?

_39,960 _? $ 14,400,000 $ 14,400,000-$ 84,858,176-$ 2$,573,381

Medium-Term Loans

Argentina $ 2,000,000 $ 2,000,000 $ 4,100,000 $ 5,700,000 Bolivia ? ? 128,000 128,000

Brazil ? ? 17,268,700 17,268,700

Chile 2,000,000 2,000,000 12,561,713 14,553,534 Ecuador 2,100,000 2,100,000 2,940,000 4,604,000

Honduras 500,000 450,000 ? 350,000 Jamaica ? ~

500,000 340,000 Panam? ? ?

1,544,000 1,494,000 Per? 699,875 699,875 907,859 1,251,263

Uruguay 1,000,000 1,000,000_152,998 652,998 ? 8,299,875 $ 8,249,875 $ 40,103,270 $ 46,342,495

$183,934,089 $ 97,212,882 $419,374,781 $203,497,132



ARTICLES OF INCORPORATION

OF

BANCO LATINOAMERICANO DE EXPORTACIONES, S. A.

We, the undersigned,

hereby

state that we have agreed to

organize a corporation in accordance with the laws of the

Republic of Panama, under the following Articles of Incorpora

tion:

Article 1. The name of the corporation is:

BANCO LATINOAMERICANO DE EXPORTACIONES, S. A. (BLADEX)

Article 2. The objective

of

the corporation is to promote

the export of goods and

services

of Latin American origin,

preferably non-traditional. For the accomplishment of this

objective the corporation may:

a) Establish a Latin American export credit system, including the granting of

direct

export loans, comprising the

financing of the pre shipment and post shipment stages;

b) Promote the development of a market for bankers accept

ances created as a result of operations relating to the export

of goods of

Latin

American origin;

c) Promote the establishment of a Latin American system of export credit insurance and procedures to complement exist

ing national systems; and

d) Collaborate with Latin

American

countries in carrying

out market research to promote their exports of goods and

services.

-2 Article 3. In carrying

out

the above objective, the

corporation may also:

a) Carry on any banking and credit operations;

b) Grant loans and facilitate credit without security

or secured by commercial

documents,

credit instruments or any

other form of guaranty

originating

from the exportation of

goods and services of all kinds;

c) Act as international fiscal agent;

d) Own, purchase, sell,

withdraw,

make, draw, accept,

endorse, discount, guarantee and carry out any operation with notes, bills of exchange,

option

warrants for the acquisition of stock and any other

securities

or credit instruments in any country, as well as carry out foreign exchange operations;

and

e) Receive loans and accept credits of any company or banking and credit institutions and to issue bonds, obligations,

nwtes and any other

indebtedness

or instruments.

The corporation shall also exercise all other functions permitted to it by the

By-laws

or by resolution adopted by the

affirmative vote of two-thirds (2/3) of shares issued and out standing, vote which shall

necessarily

include the vote of

three-fourths (3/4) of Class

"A"shares

issued and outstanding.

Article 4. The capital stock shall be NINETY NINE MILLION

DOLLARS ($99,000,000.00), legal tender of the United States of America, divided into shares with a par value of ONE THOUSAND

KD



-3

DOLLARS ($1,000.00) each, as follows:

a) 33,000 Class "A" shares; b) 33,000 Class " " shares; and

c) 33,000 Class "C" shares.

All shares shall be common, shall have equal rights and

privileges and each Class

"A",

Class "B" and Class "C" share

shall have one vote at

stockholders'

meetings, but with respect

to the .election of Directors, the right to vote shall be exer

cised as provided in Article 11 of these Articles of Incorpora

tion.

Class "A" shares may only be issued in the name of the

following institutions in Latin American countries:

a) central banks;

b) other banks with a

Government

majority capital;

c) other Government institutions

Each country shall expressly designate the institution

which is to subscribe the

Class

"A" shares corresponding to

such country.

Class "B" shares may only be issued in the name of com mercial banks, financial corporations or other type of corpora

tions or associations of Latin American majority capital qualified

as such by the competent

authority

in the respective country. These shares may also be issued in the name of associations of

countries

(international

organizations).

Class MC" shares may only

be

issued in the name of private

-4 commercial banks and private financial companies different

from those referred to in the preceding paragraphs, and, when

it shall so be authorized by the favourable vote of the majority

of Class "A" shares, they may also be issued in the name of com

mercial banks with a Latin American majority capital.

The initial issue of Class "A" and Class "B" and Class "C"

shares is subject to the provisions which in this respect are

provided in the Transitory Provisions of these Articles of

Incorporation.

Article 5. In no case may the holder of a given class of

shares transfer its shares to any government, association of countries (international

organization)

or corporation which, in accordance with the provisions of these Articles of Incorpora tion, has not been granted capacity to be the owner of the re

spective class of shares.

Class "A" shares may be transferred freely among the desig

nated organizations of each country. However, the transfer of said Class "A" shares to organizations designated by other

countries, may not be made unless the stockholder shall have

first offered said shares to the corporation.

Class "B" shares may be transferred freely among the com

mercial banks, financial institutions and other type of private

corporations, or associations of the same country. However,

KD fr O



-5

the transfer of such shares to commercial banks, financial in

stitutions and other type of corporations or associations of another country may not be made without the stockholder first offering such shares to the

corporation.

These restrictions to the transfer of Class "B" shares shall not be applicable

in the event that the stockholder wishing to sell the same

be an association of countries (international organization).

Class "C" shares may not be transferred without the stock

holder first offering such shares to the corporation.

In such cases where offering the shares to the corpora tion is first required, the

stockholder

shall give notice in

writing to the corporation, stating the number of shares he

wishes to sell or transfer and the corporation may,- within the period of ninety (90) calendar days from the date in which such notice

is delivered, acquire the shares in question. Should it fail to do so the corporation shall give notice of the offer to the other holders of the respective

Class

of shares who may, within a

period of ninety (90) calendar days from the date of expiration

of the ninety (90) day period given to the corporation, acquire the

number of shares offered for sale corresponding to the percent age of the respective class of shares held by them; in determin

ing such percentage the number of shares offered for sale shall

not be counted. If one or more of the stockholders do not wish to acquire the percentage of shares to which they would

be entitled, the shares to which they would be entitled shall

-6 be divided, according to the above procedure, among the re

maining stockholders of

the

respective class, who may have

expressed their willingness to acquire some.

In the event that no stockholder wishes to purchase the shares offered for sale or if in accordance with the procedure

set forth in this article all of the shares offered for sale are not purchased, then the offering stockholder shall be at liberty to sell such shares to any other entity qualified to

be the owner of the respective class of shares.

The price at which the corporation or the stockholders, pur

suant to the foregoing rules, shall be entitled to acquire the shares which a stockholder wishes to dispose of, shall be the

value of such shares as per the most recent Balance Sheet of the corporation or five (5) times the earnings per share corre

sponding to the last fiscal year preceding the date of the proposed sale, whichever

is

greater, or if the offer to sell

is made before the first annual Balance Sheet, such price shall

be the par value of the shares.

Article 6. Every

stockholder

shall have a pre-emptive

right to subscribe, in proportion to the shares of the class

owned by him, shares of the same class issued by virtue of an

increase in capital.

The liability of the stockholders is limited to the amount

unpaid on the shares subscribed.



-7

Article 7. The Stock

Register

required by Law shall be

kept at the domicile of the Bank.

Article 8. The domicile of the corporation shall be

in the City of Panama, Republic of Panama, but the corporation

may, as the Board of Directors shall determine, engage in opera

tions and establish

branches

anywhere in the world, and keep

its records and assets anywhere in the world.

Article 9. The duration of the corporation shall be

indefinite.

Article 10. Meetings of Stockholders may be held in the

Republic of Panama or in any other country. There shall be a

general meeting of

stockholders

each year, the time and

place that the Board of Directors may, by resolution, determine, for the election of the Directors and the handling of any other business that may be duly brought before t' e meeting by the

Board of Directors.

The Shareholders shall hold extraordinary meetings on notice by the Board of Directors whenever the latter deems it

convenient. Furthermore, they must be called by the Board of Directors, or the Chairman thereof, whenever so requested in writing by one or more stockholders representing at least

one-twentieth of the capital stock.

-8

Article 11. In order that there be quorum in any Share

holders' Meeting, it shall be necessary that one-half plus one of the issued and outstanding shares be represented thereat. All resolutions of the General Meetings of Stockholders must

be adopted by the affirmative vote of one-half plus one of shares issued and outstanding. However, for the adoption of

resolutions relative to:

a) Dissolution of the corporation;

b) Amendment of Articles 2, 3 and 4 of the Articles of

Incorporation;

c) Merger or consolidation of the corporation;

d) Amendment of Chapter 1 of the By-laws relative to the Fundamental Financial Policies to be observed by

the corporation;

e) Approval of the issue of shares to be emitted after

the first issuance;

the affirmative vote o? two-thirds (2/3) of the shares issued and outstanding shall be required, vote which shall incltide the vote of three-fourths (3/4) of all Class "A" shares issued

and outstanding.

Notice for any stockholders' meeting, ordinary or extra

ordinary, shall be given to each stockholder of record and with a right to vote, personally, by registered mail or by telex not less than forty (40) days before the date of the

meeting.

KD fr



-9

Within twenty (20) days prior to the date of the meeting,

or during the meeting, any shareholder shall have the right to request, in the first

instance,to

the Board of Directors and in the second to the

President

of the Meeting, the inclu

sion of any subject in the agenda. Said subject will be considered in the Meeting

if

the above mentioned request is supported by the

affirmative

vote of two-thirds (2/3) of the

shares issued and outstanding.

Article 12. Subject to

the

provisions of this Articles

of Incorporation, the By-laws and the rules adopted by the

General Meeting of

Stockholders,

the Board of Directors shall have complete management of the business of the corporation.

The Board of Directors shall consist of nine (9) members;

three (3) Directors shall be elected by the holders of Class "A" shares; three (3) Directors shall be elected by the holders

of Class "B" shares; and

three (3) Directors shall be elected

by the holders of Class "C" shares.

Directors shall be elected for two (2) year periods, with

the exception that,

initially,

one third of the Directors to be elected by the

stockholders

of each class shall be elected

for a period of one (1) year.

Directors may be

represented

and vote at the Board of

Directors' meetings by the representatives

who need not be

Directors.

- -

In the elections of the members of the Board, the holders of Class "A", Class MBW and Class "C" shares shall vote separate

iy.

The stockholders of each Class of shares "A", "B" and "C"

may hold meetings

separately

whenever deemed convenient by them, for the exclusive

purpose

of removing any of the Directors

elected by them; further, they may also meet to elect a new

Director should a vacancy occur among the Directors elected by the respective class of

stockholders,

for the unexpired

period of its predecessor.

Whenever so requested to the Board of Directors or to the

Chairman thereof by

stockholders

representing at least one twentieth (1/20) of a given

class of the issued shares, the holders of said class of shares may meet separately for the

purpose of considering any business which under the provisions of these Articles of Incorporation and the By-laws is of jtheir

competence.

In order that there be quorum at the stockholders' meeting

of a determine class of shares, it shall be necessary that one-half (1/2) plus one (1)

of the respective class of share

be represented.

In the elections of the members of the Board of Directors,

the holders of shares of each class shall have a number of votes



-11

which shall equal the number of shares of the respective class

to which they are entitled, multiplied by the number of

Directors to be elected,

and

they may cast all their votes in

favor of a single candidate

or

distribute them among the total

number of Directors to be elected or among two (2) or more of

them, as they

may

deem convenient.

Meetings of the Directors shall be held at least every three months in the Republic

of Panama or in any other country.

Notice of any meeting of the Board of Directors shall be given by any officers of the company either personally, by telex or

registered mail to each

Director.

The presence of at least six Directors shall be

required

for the holding of a valid

meeting of the Board of Directors.

Unless otherwise

provided

for in these Articles of Incorporation, resolutions of the Board of Directos must be

adopted by the affirmative vote of a majority of the Directors

present.

Article 13. The Board of Directors shall appoint an

Executive Committee to

exercise

the powers delegated to it

by the Board of Directors. This Executive Committee shall

consist of three (3)

members

of the Board of Directors, as

follows

:

One (1) member who has

been

elected by the holders of

Class "A" shares;

- 1 2

One (1) member who has been elected by the holders of

Class " " shares? and

One (1) member who has been elected by the holders of

Class "C" shares.

Article 14. The officers of the corporation shall be a President of the Board of

Directors,

an Executive Vice President, a Treasurer and a Secretary. The Board of Directors may elect

other officers.

Article 15. The By-laws of the corporation, being adopted

upon the organization

thereof,

may be amended subject to the

provisions of these Articles of Incorporation and said By-laws.

A. Until the Stockholders proceed in accordance with the pro visions of these Articles

of Incorporation to elect new Directors, the Board of Directors will be integrated as

follows :

a) As Directors which, in accordance with the provisions

TRANSITORY PROVISIONS

of these Articles of Incorporation, shall be elected by the holders of Class "A" shares, the following

persons : Name

Addres

s

Nicolas Ardito Barletta

National Banking Commission Panama, Republic of Panama

Karlos

Rischbieter

Banco do Brasil Brasilia, Brasil

Rafael Gama Quijano

PROEXPO

Bogota, Colombia

4^



- 13

b) As Directors which, in accordance with the provisions of these Articles of Incorporation, shall be elected

by the holders of Class "B" shares, the following

persons :

Name Address

Juan Maria Ocampo Banco de la Naci?n Argentina

Buenos Aires, Argentina

Pedro Rodr?guez Villaca?as Banco de Santander Dominicano

Santo Domingo, Rep?blica Dominicana

Rodolfo Belloso Banco Uni?n of Venezuela

Caracas, Venezuela

c) As Directors which, in accordance with the provisions cf these Articles of Incorporation shall be elected by the holders of Class "C" shares, the following

persons :

Name Address

Roberto R. Alem?n Calle A. de la Guardia N? 8

Panama, Republic of Panama

Fernando Cardoze F. V?a Espa?a 200


Mario L. Typaldos Ave. 10, 17


B. Until the Board of Directors proceeds in accordance with

the provisions of these Articles of Incorporation to elect

new officers, these shall be the following:

Name Office

Nicolas Ardito Barletta Chairman of the Board

Alfredo

Phillips

Olmedo Treasurer

Mario L. Typaldos Secretary

-14

C. The subscribers to these Articles of Incorporation state

that during the negotiations pertinent to the organization of the corporation, with respect to the commencement of the

operations thereof and to the initial issue of Class "A",

"B" and MC" shares, the following was agreed upon:

1. The corporation shall commence its operations when

twenty thousand shares (20,000) have been subscribed and paid for, twenty million Dollars ($20,000,000), to

- include at least the subscription and payment of six thousand seven hundred (6,7 00) shares, six million seven hundred Dollars ($6,700,000), of each class. 2. With a view to obtain the initial subscription of

capital set forth in the

foregoing

paragraph, the fol

lowing procedure shall be followed:

a) For the subscription and payment of the minimum capital corresponding to Class "A" shares, each entity designated to be the holder of Class "A"

shares shall subscribe and pay for not less than

two hundred ninety one (291) shares, two hundred and ninety one thousand Dollars ($291,000), nor

more than six hundred seventy (670) shares, six

hundred and seventy thousand Dollars ($670,000),

of said class.

LH



-15

b) For the subscription and payment of the minimum

initial capital corresponding to Class "B" shares, not less than two

hundred

and ninety one (291) shares, two hundred ninety one thousand Dollars ($291,000), nor more than six hundred and seventy

(670) shares, six hundred and seventy thousand Dollars ($670,000), shall be offered within each country to entities which,

according

to the provisions of Article 4 of the

Articles

of Incorporation, have the capacity to be

the

holders thereof. In the event that within a

period

of six (6) months from the date of the organization of the corporation said entities fail to subscribe or pay for the

minimum number of

shares

above set forth, the cor responding entity of each country holder of Class "A" shares shall take the necessary measures so that at least .ae

hundred

(100) Class "B" shares

are subscribed

within

said country.

c) For the subscription and payment of the minimum capital stock corresponding to Class "C" shares,

the entities

qualified

to hold Class "C" shares shall subscribe, among them, not less than six thousand and seven

hundred

(6,700) shares, six

million seven hundred thousand Dollars ($6,700,000).

-16 3. Notwithstanding the

aforementioned

in paragraph 1

of this Section (CJ, the Board of Directors through the vote of no less than six (6) of its members shall

authorize the commencement of operations of the corpora tion, even if twenty

thousand

(20,000) shares have not been subscribed and paid for or even if six thousand

and seven hundred (6,700) shares of each class have

not been subscribed and paid for.

D. The subscribers to these Articles of Incorporations are

the following: JULIO RAUL FRANCESCHI, who takes 670 Class "A" shares and 670 Class "B" shares on behalf of Banco de

la Naci?n Argentina; JORGE TAMAYO RAMOS, who takes 670

Class "A" shares on behalf of Banco del Estado de Bolivia; JULIO OSHIRO, who takes 670 Class "A" shares on behalf of

Banco do Brasil;

RAMON ENRIQUE BEYTIA BARRIOS, who takes 670 Class "A" shares

on behalf of Banco del Estado de Chile;

GERMAN BOTERO DE LOS RIOS AND RAFAEL GAMA QUIJANO, who

take 670 Class "A" shares on behalf of Fondo de Promoci?n

de Exportaciones of Colombia;

PORFIRIO MORERA BATRES, who takes 291 Class "A" shares on

behalf of Banco Central de Costa Rica;

RODRIGO ESPINOSA, who takes 670 Class "A" shares on behalf

of Banco Central del Ecuador;



-17

MANUEL MENDEZ ESCOBAR, who takes 291 Class "A" shares on

behalf of Banco Central de Guatemala;

ANDREW W. BONNEFIL AND LEON MIRAMBEAU, who take 291 Class MA" shares on behalf of Banque Nationale de la Republique

d'Haiti and 100 Class " " shares on behalf of Banque

Populaire Haitienne;

PORFIRIO ZAV?LA

SANDOVAL, who takes 291 Class "A" shares

on behalf of the Corporaci?n Nacional de Inversiones of

Honduras ;

ERNEST GEORGE GOODIN, who takes 291 Class "A" shares and 100 Class "B" shares on

behalf

of The Jamaica Export

Credit Insurance Corporation;

GUSTAVO ROMERO

KOLBECK,

who takes 291 Class "A" shares

and 100 Class "B" shares on behalf of Banco de Mexico, S. A.;

AGUSTIN COLMAN VILLAMAYOR, who takes 291 Class "A" shares

on behalf of Banco Central del Paraguay;

JOSE RAFAEL ESTEVEZ

SANTANA,

who takes 291 Class "A" shares on behalf of Banco de Reserva de la Rep?blica Dominicana;

AGUSTIN VERDEJA ESTRADA, who takes 58 Class " " shares on

behalf of Banco Metropolitano, S. A. (Dominican Republic); OSCAR ESPINOSA BEDOYA, who takes 291 Class "A" shares on

behalf of Banco

Industrial

del Peru;

JUAN M. TAVERA, who takes 58 Class "B" shares on behalf of

Banco de Santo Domingo (Dominican Republic);

PEDRO RODRIGUEZ VILLACA?AS, who takes 58 Class "B" shares on behalf of Banco de Santander Dominicano (Dominican

Republic);

RUBEN A. PASCALE, who

takes

291 Class "A" shares on behalf

of Banco de la

Rep?blica

Oriental del Paraguay;

EDUARDO ROLANDO, who takes 291 Class "A" shares on behalf

of Fondo de Financiamiento de las Exportaciones de Venezuela;

RICARDO DE LA ESPRIELLA,

who

takes 300 Class "A" shares on

behalf of Banco Nacional de Panama;

JORGE TAMAYO RAMOS, who takes 291 Class " " shares on

behalf of Banco de la Paz, Banco de Cochabamba, and Banco

de Santa Cruz de la Sierra (Republic of Bolivia); GUILLERMO HIDALGO Q?EHL, who takes 291 Class "A" shares

on behalf of Banco Central de Reserva de El Salvador. IN WITNESS THEREOF we

have

executed and signed these Articles of Incorporation

in

the City of Cartagena, Republic

of Colombia, on this date, September 18th, 1977.

(Sig . (Sig . (Sig. (Sig . (Sig. (Sig . (Sig, (Sig. (Sig . (Sig. (Sig. (Sig. (Sig . (Sig.

Rub?n A. Pascale J. R.

Franceschi J. Tamayo R.

J. Oshiro R. Beytia

G. Botero de los R?os

R. Gama Quijano

P. Morera R. Espinosa

M. M?ndez Escobar A. W.

Bonnefil Leon Mirambeau

P. Zavala Sandoval Ernest George Goodin

Rub?n A. Pascale

Julio

Raul

Franceschi

Jorge Tamayo Ramos

Julio Oshiro

Ramon

Enrique

Beyt?a

Germ?n Botero de los R?os

Rafael

Gama

Quijano Porfirio Morera Batres

Rodrigo Espinosa

Manuel M?ndez Escobar Adrien W. Bonnefil Le?n Mirambeau

Porfirio Zavala Sandoval

Ernest George Goodin

KD



-19

(Sig.) G.

Romero

Kolbeck

(Sig.) A. Colm?n

(Sig.) J. R. Estevez (Sig.) A. Verdeja E. (Sig.) J. M. Taveras (Sig.) Pedro Rodr?guez V.

(Sig.) Edo. Rolando

(Sig.) R. de la Espriella

(Sig.) Oscar Espinosa . (Sig.)

G. Hidalgo Quehl

Gustavo Romero Kolbeck Augusto Col?n Villamayor

Jose Rafael Estevez S. Agust?n Verdeja Estrada

Juan M. Taveras

Pedro Rodr?guez Villaca?as

Eduardo Rolando

Ricardo de la Espriella Jr.

Oscar Espinosa Bedoya Guillermo Hidalgo Quehl

The undersigned, General

Consul

of the Republic of Panama in Cartagena, Republic of

Colombia,

exercising notary functions,

hereby certifies that the

attached

document which contains the

text of the "Articles of Incorporation" of the Banco Latinoamericano

de Exportaciones, S. A., has been sighed in her presence by the

subscribers of said

document,

persons who she knows.

In witness thereof issues this Certificate in the city of

Cartagena, Republic of Colombia, on this date, September 18th,

1977.

(signed) Lu.is H. de Porras - Luisa Harris de Porras -

General Consul of Panama.

Jaime Rodr?guez

Int?rprete P?blico Autorizado

Resoluci?n

# 17

17 de enero de 1978

BY- LAWS

The subscribers of the Articles of Incorporation of BANCO

LATINOAMERICANO DE EXPORTACIONES, S.A. certify that, upon sign ing the Articles of Incorporation, they have adopted, for the

corporation, the following:

BY-LAWS OF BANCO LATINOAMERICANO DE EXPORTACIONES, S.A.

Chapter I Fundamental Financial Policies

Article 1. The purpose of the corporation shall be to promote exports of goods and

services

of Latin American origin,

preferably non-traditional. The corporation shall endeavor that the volume of its operations with respect to each country

bear relation to investments of iUs nation in Class "A" and

"B" shares. Likewise, the corporation shall endeavor that the volume of its operations with

respect to Class "B" stockholders

bear relation to their investment.

Article 2. In all its credit operations the corporation

shall be guided by business criteria framed within the conditions

KD 00



-2 of competition in the

financial

markets wherein it may operate.

Specifically, the

corporation

shall not subsidize interest rates or banking

commissions

under any circumstances.

Article 3. For the rediscount of documents and the grant

ing of loans the corporation shall ascertain the existence of adequate conditions for the convertibility and transferability

of currencies required to

liquidate

the corresponaing obliga tions at maturity and, when

proper,

shall adopt the necessary

measures to comply with such conditions.

Article 4 . The

corporation

may only negotiate bankers

acceptances tendered by

entities

which are stockholders of the

corporation and have- been

authorized

to do so by the central banks

or competent authorities of their respective countries. In any case, the corporation shall negotiate only those bankers acceptances which are related to the export of goods and serv

ices which originate in a

country

in which the corresponding

state entity is the holder of Class A" shares.

Article 5. The

corporation

shall only deal in bankers

acceptances which comply with the following requirements:

a) That they be contained in documents specifying the goods or service being exported, their origin and

country of destination.

-3

b) That they be stated in

freely

available convertible

currencies.

The Board of Directors

shall

determine the other charac

teristics and conditions to be met by documents which the cor

poration may deal in.

Article 6. The

negotiation

by the corporation of bankers

acceptances may consist of :

a) The mere intervention of the corporation in placing

"them in

international

financial markets; or

b) acquisition thereof

for

holding the same in the Bank's

portfolio; or

c) the endorsement of such documents for placing in

international financial markets.

Article 7. The

corporation

may grant direct loans or extend lines of credit to finance credit operations of pre export and post export of goods and services of Latin American

countries, in favor of

Central

Banks and of commercial banks, financial organizations or

other concerns so long as the cor

responding state entity in said country is the holder of

Class "A" shares. The Board

of

Directors shall determine the

conditions and terms of such loans and lines of credit.

KD KD



-4 Article 8. The corporation may accept sight and time deposits, negotiate loans and lines of credit in its favor and,

in general, issue all types

of

securities to obtain financial resources. The conditions of these operations by the corpora

tion shall be

determined

by the Board of Directors.

Article 9. The corporation may carry on studies and take

any steps deemed by it proper to establish insurance systems

for export credits of a multinational nature and collaborate with Latin American

countries

in carrying out market research for the promotion of exports

of goods and services, in accord

ance with programs approved by the Board of Directors for such

purpose.

Chapter

II General

Operating

Procedures

Article 10. In accordance

with

the provisions of Article 2

of these By-laws, the interest rates to be charged by the corpo ration on the rediscount of bankers acceptances and the granting of loans and lines of credit, shall be based on the rates pre

vailing in international

financial

markets for similar opera

tions as to maturity, amounts, risks and guarantees.

-5

Article 1 1 . The corporation may enter into correspondent

agreements to facilitate the payment by endorsing banks of the documents which by any reason are not liquidated at maturity.

Article 12. The Board of Directors shall be entrusted

with the task of negotiating and arranging the procedures or agreements referred to in Articles 3 and 11 of these By-laws.

Likewise, where pertinent, the Board of Directors shall execute

with the authorized banks and organizations of each Latin American country, contracts or agreements relative to the ad

mission, handling and

custody

of negotiable documents.

Article 13. In fixing the terms and conditions of direct

loans and lines of credit

granted

by the company, pursuant to Article 7 of these By-laws, the Board of Directors shall take

into account the following provisions:

a) Loans to finance exports may be granted at medium or long term and be global in nature or may be in

respect of a specific export project;

b) the lines of credit may be short-term and revolving, for the granting of

sub-loans

or for discounting of

eligible documents;

c) the corporation shall have the right to verify the

destination of the resources loaned by it;

KD O



-6

d) guarantees shall be adequate and be secured by the

debtor bank or entity; and

e) loans may be made directly to the export companies, provided they are secured by guarantees by aval of

any of the banks or stockholder entities of the

corporation.

Article 14. The corporation shall carry out the provi

sional investment of resources not invested in bankers accept ances or loans, endeavouring to place the same in first-class deposits or securities expressed in freely disposable convert

ible currency which shall be easily liquidated and safe.

Article 15. The Board of Directors shall adopt the nec

essary measures for the development of promotional activities, market survey and publicity concerning the development of the

bankers acceptance market in the corporation's domicile. Chapter III

Management and Administration Domicile

Article 16. The legal domicile of the corporation shall

be in the City of Panama, Republic of Panama, but it may

-7 establish other offices in other places and countries and es tablish such correspondents, representatives, branches and

agencies as it may deem proper.

Stockholders' Meetings

Article 17. Stockholders' Meetings shall be presided by the President of the Board of Directors. Proxies from stock holders shall be delivered to the Secretary of the corporation

at least two days prior to the date of each meeting.

Meetings shall be held at the place, date and time fixed in the notice thereof, subject to the requirement that a quorum be present, as set forth in Article 11 of the Articles of Incor

poration.

The General Meeting of Shareholders shall particularly: a) Elect members of the Board of Directors subject to the provisions of the Articles of Incorporation;

b) fix the remuneration of the members of the Board of

Directors ;

c) appoint the external auditors and establish the terms

of their perfomance;

KD LH H4



-8

d) approve the annual report, the Balance Sheets for each fiscal year and the reports of the Board of

Directors, the

Executive

Committee and the external

auditors;

e) transact any other

business

duly brought to the meet

ing by the Board of Directors or any stockholder of

the corporation;

f) authorize the issue

of

shares to be emitted subse

quent to the initial issuance.

Board of Directors

Article 18. The Board of

Directors

shall exercise the

powers of the corporation.

The Board of Directors shall particularly:

a) Comply with the resolutions adopted by General Meet

ings of Stockholders;

b) submit for consideration at General Meetings of Stockholders the Balance Sheet, profit and loss statements and report on the activities of the

corporation ;

c) approve

the

annual budget;

-9

d) elect the President of the Board of Directors, the

Treasurer and the Secretary;

e) by resolution adopted by the affirmative vote of at least seven (7)

members,

elect the Executive Vice

President; and

f) appoint, pursuant to the provisions of the Articles of Incorporation, the

members

of the Executive Com

mittee,.

Officers

Article 19. The officers of the corporation shall be a

President of the Board of

Directors,

an Executive Vice Pres

ident, a

Treasurer

and a Secretary.

The Board of Directors

may

elect other officers. The powers and duties of the officers of the corporation shall be

determined by

the

Board of Directors.

Executive

Vice

President

Article 20 . The Executive Vice President shall be the

legal representative of the corporation

and, subject to the rules set forth by the Board of Directors, shall have the

KD LTI to



-10

following powers:

a) To manage the day-to-day transactions of the business of the corporation, particularly the execution of its programs, the realization of its operations, the cus

tody of its capital resources and the performance of all decisions and resolutions adopted by the Board

of Directors.

b) To appoint, promote, transfer, remove and determine the remuneration and other working conditions of the ?

corporation's personnel.

c) To authorize the granting of general and special Powers of Attorney to represent the corporation

judicially and extrajudicially.

d) To attend meetings of the Board of Directors and of the Executive Committee and to authorize, with his signature, the acts, contracts and documents of the

corporation; and

c) Any other powers delegated to him by the Board of

Directors.

Fiscal Year

Article 21. The fiscal year of the corporation shall be

the calendar year.

Balance Sheet and Annual Report

Article 22. The corporation shall close its accounts as of December 31, each year, and shall prepare the corresponding

Balance Sheets which, together with a detailed statement of its profit and loss accounts and the Annual Report on its activi

ties, shall be submitted by the Executive Committee to the Board of Directors. The Board, after consideration thereof shall submit the same, together with the report of the external

auditors, for the approval of the stockholders no more than

120 days after year end.

Article 23. The Balance Sheet and other financial state

ments shall be prepared subject to the rules and generally accepted accounting principles and shall faithfully and accu

rately show the profit or losses realized.

Chapter IV Amendment to By-laws

Article 24. These By-laws may be amended by the affirm

ative vote of one-half plus one of the shares issued and

LH 00



-1

2 outstanding. However, the

affirmative

vote of two-thirds (2/3) of the shares issued and

outstanding,

affirmative vote which must necessarily include

the

vote of three-fourths (3/4) of

all Class "A" shares issued and outstanding, shall be necessary to ammend the provisions of Chapter I of these By-laws relative

to Fundamental

Financial

Policies.

IN WITNESS THEREOF we have executed and signed these By

laws in the City of

Cartagena,

Republic of Colombia, on this

date, September 18th., 1977.

(Sig. (Sig. (Sig. (Sig. (Sig. (Sig. (Sig. (Sig. (Sig. (Sig. (Sig. (Sig. (Sig. (Sig. (Sig . (Sig. (Sig. (Sig. (Sig . (Sig. (Sig . (Sig. (Sig. (Sig.

Rub?n A. Pascale J.R. Franceshi

J. Tamayo R. J. Oshiro R. Beyt?a

G. Botero de los R?os

R. Gama Quijano

P. Morera . R. Espinosa

M.

M?ndez

Escobar A.W. Bonnefil

Le?n Mirambeau P.

Zavala

Sandoval Ernest George Goodin G. Romero Kolbeck

A. Colman

J. R. Estevez A. Verdeja E. J.M.

Taveras

Pedro

Rodr?guez

V.

Edo. Rolando

R. de la Espriella

Oscar Espinosa B. G. Hidalgo Quehl

Rub?n A. Pascale

Julio Raul Franceschi

Jorge Tamayo Ramos

Julio Oshiro

Ram?n Enrique Beyt?a

Germ?n Botero de los R?os

Rafael Gama Quijano Porfirio Morera Batres

Rodrigo Espinosa

Manuel

M?ndez

Escobar Adrien W. Bonnefil

Le?n

Mirambeau

Porfirio Zavala Sandoval

Ernest

George

Goodin Gustavo Romero Kolbeck

Augusto Coim?n Villamayor

Jos? Rafael Estevez S. Agust?n Verdeja Estrada

Juan M. Taveras

Pedro Rodr?guez Villaca?as

Eduardo Rolando

Ricardo de

la

Espriella Jr.

Oscar Espinoza Bedoya Guillermo Hidalgo Quehl

-13

The undersigned, General Consul of the Republic of Panama in Cartagena, Republic of Colombia, exercising notary functions,

hereby certifies that the

attached

document which contains the

text of the By-laws of Banco Latinoamericano de Exportaciones,

S.A., has been signed in her

presence

by the subscribers of

said document,

persons

who she knows.

In witness thereof issues this Certification in the city

of Cartagena, Republic of

Colombia,

on this date September 18th.,

1 977 .

(Sig.) Luisa H. de Porras - Luisa Harris de Porras -

General Consul of Panama.

This copy which I issue, seal and deliver is in accordance

with its original, on this date, November thirtieth (30th.),

nineteen seventy seven (1977).

Jaime Rodriguez

Int?rprete Publico Autorizado

Resoluci?n No.17

17 de enero de 1978

a 4^



LATIN AMERICAN EXPORT BANK: AGREEMENTS ESTABLISHING

Documents

Transcript of LATIN AMERICAN EXPORT BANK: AGREEMENTS ESTABLISHING