Form of Exercise Form



Exhibit 4.2 
 
FORM OF EXERCISE FORM 
 
From:        The Bank of New York (the
“Subscription Agent”) 
To:             Registered holders of Common
Stock of Banco Latinoamericano de Exportaciones, S.A. 
Re:             RIGHTS
OFFERING 
 
Banco Latinoamericano de
Exportaciones, S.A. (the “Company”) is offering              shares of its common stock (the “Shares”) in the aggregate to its existing shareholders as of May
            , 2003 (the “Record Date”) pursuant to a rights offering (the “Rights Offering”). Each Record Date Shareholder has received
             rights (the “Rights”) for every share of common stock held on the Record Date to subscribe for newly issued Shares. Each Right will entitle the holder to purchase one
Share of common stock of the class presently held at the Subscription Price, payable in U.S. dollars. The Subscription Price per Share will be the lowest of the three averages of the last reported sales price of a Class E share of the Company on the
NYSE for three periods consisting of 90, 30 and 10 trading days, respectively, each ending on June             , 2003 (the “Pricing Date”). If you submit your written subscription
to the Subscription Agent prior to 5:00 p.m., New York City time, on the Pricing Date, the amount of the accompanying payment for any Shares for which you subscribe will be based on an Estimated Subscription Price of
$             per Share. If you submit your subscription after that time, when the actual Subscription Price is known, payment for the shares for which you subscribe must be based on the
actual Subscription Price, which will be announced in a press release as soon as it is determined on the Pricing Date and posted on the Company’s website at www.blx.com. In accordance with the Over-Subscription Privilege, as a Record
Date Shareholder, you are also entitled to subscribe for additional Shares if Shares remaining after exercise of Rights pursuant to the Primary Subscription are available and you have fully exercised all Rights issued to you. If sufficient Shares
are available after completion of the Primary Subscription, all over-subscriptions will be honored in full. If sufficient Shares are not available after completion of the Primary Subscription to honor all over-subscriptions, the available Shares
will be allocated among those who over-subscribe based on the number of Rights originally issued to them by the Company, so that the number of Shares issued to shareholders who subscribe pursuant to the Over-Subscription Privilege will generally be
in proportion to the number of Shares owned by them on the Record Date. The Rights Offering will expire on June             , 2003 at 5:00 p.m. (New York City time) (the “Expiration
Date”), unless extended by the Company. 
 
Record Date Shareholders who wish to participate in the Rights Offering must submit a written subscription for Shares by completing this exercise form (this “Subscription Certificate”) and delivering the Subscription
Certificate to the Subscription Agent prior to the Expiration Date. 
 
The following documents are enclosed: 
 

	 	1.	 	a Prospectus for the Rights Offering; 


	 	2.	 	the Annual Report on Form 20-F of the Company for the fiscal year 2002; 


	 	3.	 	a Subscription Certificate evidencing your Rights; 


	 	4.	 	instructions regarding the Subscription Certificate; 


	 	5.	 	Notice of Guaranteed Delivery for Subscription Certificate(s); 


	 	6.	 	Rescission Form 


	 	7.	 	return envelope addressed to The Bank of New York, the Subscription Agent for this offering; and 


	 	8.	 	W-9 Guidelines. 

 
If your subscription is received by the Subscription Agent prior to 5:00 p.m., New York City time, on the Pricing Date, you will have the right to
rescind your subscription by submitting to the Subscription Agent a completed Rescission Form prior to 5:00 p.m., New York City time, on June             , 2003. If you exercise your Rights
after 5:00 p.m. on the Pricing Date, you will have no right to modify or rescind your subscription after the Subscription Agent receives your completed Subscription Certificate or Notice of Guaranteed Delivery. 
 
IF YOU DO NOT SUBMIT THIS FORM BY THE EXPIRATION DATE YOU WILL NOT BE ABLE
TO EXERCISE YOUR RIGHTS. 
 
You should read
the Prospectus dated             , 2003 enclosed herewith for a complete description of the Rights Offering. Terms not defined herein shall have the meanings given to them in the
Prospectus. 







For additional information regarding the Rights Offering, contact MacKenzie Partners,
Inc., the Information Agent for the Rights Offering, at (212) 929-5500. 
 
FOLD HERE 

SUBSCRIPTION CERTIFICATE
NUMBER:                                       
                                        
 NUMBER OF RIGHTS: 
 
SUBSCRIPTION CERTIFICATE

BANCO LATINOAMERICANO DE EXPORTACIONES, S.A. 
SUBSCRIPTION RIGHTS FOR SHARES OF COMMON STOCK 
 
This Subscription Certificate represents the number of Rights set forth in the upper right hand corner of this Form. The holder is entitled to acquire one (1) Share of the common stock of Banco
Latinoamericano de Exportaciones, S.A. (the “Company”) for each one (1) Right held. 
 
To subscribe for Shares common stock, the holder must present to the Subscription Agent, prior to 5:00 p.m., New York City time, on the Expiration Date (unless the Offer is extended as described in the
Prospectus) either (i) a notice of guaranteed delivery attached hereto, guaranteeing delivery of (a) payment for the subscription Shares (under both Primary Subscription and the Over-Subscription Privilege) and (b) a properly completed and executed
copy of this Subscription Certificate; or (ii) a properly completed and executed copy of this Subscription Certificate, together with a wire transfer (in same day funds), a money order or a certified check drawn on a bank located in the United
States of America and payable to The Bank of New York for an amount equal to the number of Shares subscribed for multiplied by the Estimated Subscription Price. Subscribers will be subsequently notified as to the number of Shares subscribed (under
both Primary Subscription and the Over-Subscription Privilege) and the total amount owed based on the Subscription Price. See page              of the Prospectus. Payment required from a
holder must be received by the Subscription Agent on the Expiration Date, or if the holder has elected to make payment by means of a notice of guaranteed delivery, payment will be due three (3) business days after the Expiration Date. If a
holder’s subscription is received by the Subscription Agent prior to 5:00 p.m., New York City time, on the Pricing Date, the holder will have the right to rescind the subscription by submitting to the Subscription Agent a completed Rescission
Form prior to 5:00 p.m., New York City time, on June             , 2003. If the holder exercises his or her Rights after 5:00 p.m. on the Pricing Date, the holder will have no right to
modify or rescind the subscription after the Subscription Agent receives the completed Subscription Certificate or Notice of Guaranteed Delivery. 
 
If a holder who acquires Shares pursuant to the Primary Subscription or the Over-Subscription Privilege based on the Estimated
Subscription Price does not make payment of any amounts due, the Company reserves the right to (i) find other purchasers for the subscribed-for and unpaid-for Shares; (ii) apply any payment actually received by it toward the purchase of the greatest
whole number of Shares which could be acquired by such holder upon exercise of the Primary Subscription and/or Over-Subscription Privilege; (iii) sell all or a portion of the Shares purchased by the holder, in the open market, and apply the proceeds
to the amounts owed; and/or (iv) exercise any and all other rights and/or remedies to which it may be entitled, including, without limitation, the right to setoff against payments actually received by it with respect to such subscribed Shares end to
enforce the relevant guaranty of payment. 
 

	 REGISTERED OWNER
	  	 BANCO LATINOAMERICANO DE EXPORTACIONES, S.A.

	
	 	  	 THE BANK OF NEW YORK as SubscriptionAgent

	
	 	  	 By Mail:
 The Bank of New York
 Reorganization Services
 P.O. Box 11248
 Church Street Station
 New York, NY 10286-1248
	  	 By Overnight Courier or By Hand:
 The Bank of New York
 Reorganization Services
 101 Barclay Street
 Receive and
Deliver Window, Street
     Level
 New York, NY 10286

	
	 	  	 THIS CERTIFICATE MAY NOT BE TRANSFERRED


 
THESE
SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE. 
 







THE REGISTERED OWNER OF THIS SUBSCRIPTION CERTIFICATE IS ENTITLED TO THE NUMBER OF RIGHTS
SHOWN IN THE UPPER RIGHT HAND CORNER OF THE OTHER SIDE OF THIS FORM AND TO SUBSCRIBE FOR ADDITIONAL SHARES OF COMMON STOCK OF BANCO LATINOAMERICANO DE EXPORTACIONES, S.A. UPON THE TERMS AND CONDITIONS SPECIFIED IN THE PROSPECTUS RELATING THERETO,
WHICH ARE INCORPORATED HEREIN BY REFERENCE, AND IS ALSO AFFORDED THE OVER-SUBSCRIPTION PRIVILEGE DESCRIBED IN THE PROSPECTUS. 
 
PLEASE FILL IN ALL APPLICABLE INFORMATION: 
 

	
	 	 	

	 1.
 





	 	 A)    Number of Shares Subscribed for under the
Primary
         Subscription(not to exceed the ratio of one (1)
Share for      every one (1) Right held):
  
 B)    Number of Shares subscribed for under the Over-     Subscription Privilege:
  
  
 C)    Total of (A) and (B) above
	 	       
	 	 	 	 I hereby irrevocably subscribe for the number of Shares indicated herein upon the terms and conditions
specified in the Prospectus relating thereto. Receipt of the Prospectus is hereby acknowledged.
  
 Signature of Subscriber(s):
                                        
                                        
                      
  
                                      
                                        
                                     
  
 (Joint owners should each sign. If signing as an executor, administrator,
attorney, trustee, or guardian, give title as such. If a corporation, sign in the full corporate name by an authorized officer. If a partnership, sign in the name of authorized person.)

	 	 	       
	 	 	 
	 	 	       
	 	 	 
	
	 	 	

	
	 	 	 	 	 	 	 	 	 
	
	 	 	

	 2.
 









	 	 Method of Payment: Check (A), (B) or (C):
  
 A)    Notice of
Guaranteed Delivery of payment
  
 Or    
  
 B)    Multiply number of Shares on Line 1(C) by __* (and      enclose money order or certified check in this amount      payable to “The Bank of New
York”)
  
 or    
  
 C)    Wire Transfer (contact the Subscription Agent for wire      instructions)
	 	       
  
	 	 	 	 TO BE EXECUTED ONLY BY
     NON-UNITED STATES RESIDENTS:
  
 I hereby certify that the foregoing purchase of common stock has been effected in accordance with the applicable laws of the jurisdiction in which I reside.
  
 Dated:                                    
                                        
                         
  
                                      
                                        
                                     
  
                                      
                                        
                                     

	
	 	 	


 
 
 
 


	*	 	NOTE:    Payments accompanying subscriptions submitted prior to 5:00p.m., New York City time, on June     , 2003, the
Pricing Date, must be based on the Estimated Subscription Price of $     per share. Payments made after that time must be based on the actual Subscription Price. The Subscription Price will be determined on the Pricing
Date, and could be higher or lower than the Estimated Subscription Price depending on the changes in the price of the shares of Class E Common Stock. 








 
 

	 Substitute Form W-9
  

	 PART 1 — PLEASE PROVIDE
 YOUR TAXPAYER
 IDENTIFICATION NUMBER
 (TIN) IN THE BOX AT
 THE RIGHT AND CERTIFY BY
 SIGNING AND DATING

BELOW.
	 	 
	 	 Social Security No. OR
 Taxpayer ID No.



	
	 CERTIFICATION — UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) THE NUMBER SHOWN ON THIS FORM IS MY
CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM WAITING FOR A NUMBER TO BE ISSUED TO ME); (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM BACKUP WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE
(IRS) THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (C) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING, AND (3) I AM A U.S. PERSON (INCLUDING A U.S. RESIDENT
ALIEN). (YOU MUST CROSS OUT ITEM, (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDER REPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN)
  
  
 

	    	 Part 2 –  ̈
 TIN applied for (or intended to apply for in near
future)
 CHECK BOX IF APPLICABLE
  
 Part 3 –  ̈

EXEMPT PAYEE
 Attach Certificate of
Foreign Status

	    	 Department of the Treasury, Internal Revenue Service
  
 Payer’s Request for Taxpayer Identification Number
(TIN

	    	 
	 Signature

  
 Name

  
 Address

  
 Date