AGM 2020

Jun 1, 2020

The line is live. You may begin. Good afternoon, and welcome to the 2020 Virtual Annual Meeting of Shareholders of OFG Bancorp. My name is Julian Inclan. I'm the Chairperson of the Board of Directors of OFG Bancorp. The Board has designated me to preside this meeting. In light of the coronavirus pandemic, our meeting originally scheduled for April 22, 2020 to take place at our principal offices in San Juan, Puerto Rico was adjourned twice and is now reconvened as a virtual meeting to allow our shareholders, Board of Directors and Management to safely participate in compliance with the physical distancing and shelter in place executive orders of the CDC guidance. The agenda for this meeting is broadcast through our virtual meeting website. The agenda call for us to open the meeting, read and approve the minutes, formally consider the proposal submitted to shareholders and then conclude the meeting. We will additionally proceed through the agenda of today's meeting. For information on the results of OIG Bancorp for 2019 and the Q1 2020, please visit our Investor Relations website at www ofgbancorp.com, where you can find investor presentations, earnings releases and SEC filings. I hereby call the meeting to order with quarter established by a majority of shares present, representing more than 90% of issued and outstanding shares. Carlos Soufranc, our Secretary and General Counsel, will serve as the Secretary of this meeting. And Hugo Gonzalez, our Deputy General Counsel, will serve as the Inspector of the election. Shareholders attending the meeting can vote their shares online at any time during the meeting until the closing of the polls by logging into the meeting website as a shareholder and clicking the Vote Here button on your screen. If you have previously voted by proxy and do not wish to change your vote, no further action is required. The calls will be closed at the presentation of the proposals and completion of the discussion of such proposals, if any. If you have logged into the meeting as a shareholder, you may submit a question through the Ask a Question text box on your screen. Questions related to the matters voted at the meeting will be addressed to the extent possible prior to the closing of the polls. We will do our best to answer as many questions as time allows. To give everybody a chance to ask a question, we will limit each shareholder to one question or topic. Questions and answers may be grouped by topic and substantially similar questions will be grouped and answered once. Please note that most of the shareholders have voted by proxy and that votes have already been counted. Consistent with our law, we have available for review by our shareholders a list of record shareholders of the company's common stock as of the close of business on February 27, 2020 provided by American Stock Transfer and Trust Company, who is a registered and transfer agent. Now we will proceed to read and approve the minutes of the last year's Annual Meeting of Shareholders. Motion to declare the minutes read and to approve the same. Motion seconded. Thank you. The minutes of the 2019 Annual Meeting of Shareholders are approved. At this time, we will present for consideration of our shareholders to proposals set forth in the Notice of Annual Meeting. The first proposal is to elect 9 directors for a 1 year term expiring at the 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The second proposal is to provide an advisory vote on executive compensation. The 3rd proposal is to amend the 20 7 2,007 omnibus performance incentive plan as amended and restated to replenish the number of shares reserved for issuance we're under. The 4th proposal is to ratify the election of KPMG LLP as the company's independent registered public accounting firm for 2020. The Board of Directors recommends that shareholders vote in favor of the election of the 9 director nominees at all of the foregoing proposals. Are there any questions or comments in connection with any other proposals? There are no questions or comments. There being no further questions over these proposals, I declare the voting concluded. Inspector, please inform the results of the vote of the proposals. Mr. Chairperson, all proposals were approved by the shareholders in accordance with the Board's recommendations. Thank you. I declare the proposals approved. If there are no other questions, matters to be considered at this meeting, I declare this meeting concluded. Thank you all for your support. Ladies and gentlemen, this does conclude today's conference call. Thank you for your participation. You may now disconnect.