OFG Bancorp : By-Laws of OFG Bancorp

BYLAWS OF

OFG BANCORP

ARTICLE I

STOCKHOLDERS

SECTION 1. Place of Meetings. All annual and special meetings of stockholders shall be held at the principal office of the Corporation or at such other place as the Board of Directors may determine, which may include a virtual meeting by means of remote communication to the fullest extent permitted by Puerto Rico law.

SECTION 2. Annual Meeting. A meeting of the stockholders of the Corporation for the election of directors and for the transaction of any other business of the Corporation shall be held annually after the end of the Corporation's fiscal year at such date and time as the Board of Directors may determine in accordance with applicable laws and regulations.

SECTION 3. Special Meeting. Special meetings of stockholders, for any purpose(s), may be called at any time by the Chairman, the Vice Chairman, the President or by the Board of Directors, and shall be called by the Chairman or the Vice Chairman of the Board, the President or the Secretary upon the written request of the holders as of the Demand Record Date (defined below) of not less than twenty percent (20%) (the "Requisite Percentage") of the outstanding shares of stock of the Corporation entitled to vote at the meeting (the "Requesting Group") pursuant to the procedures set forth below.

No stockholder may demand that the Secretary of the Corporation call a special meeting of stockholders pursuant hereto unless a stockholder of record shall have first submitted a request in writing that the Board of Directors fix a record date (a "Demand Record Date") for the purpose of determining the stockholders entitled to demand that the Secretary of the Corporation call such special meeting, which request shall be in proper form and delivered by United States mail, postage prepaid, to, and received by, the Secretary of the Corporation at the Corporation's principal executive offices. To be in proper form, a request by a stockholder for the Board of Directors to fix a Demand Record Date shall set forth: (a) as to each proposal to be considered at the special meeting, the information required in connection with such proposals pursuant to Section 14 of this Article I, or as to each director nominee, the information required of a director nominee pursuant to Section 13 of this Article I, as the case may be; and (b) as to each Requesting Person (as defined below), the information required of a nominating stockholder pursuant to Section 13 of this Article I.

Within ten (10) business days after receipt of a request to fix a Demand Record Date in proper form and in compliance with this Section 3 from any stockholder, the Board of Directors may adopt a resolution fixing a Demand Record Date for the purpose of determining the stockholders entitled to demand that the Secretary of the Corporation call a special meeting, which date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors. If no resolution fixing a Demand Record Date has been adopted by the

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Board of Directors within such ten (10) business day-period, the Demand Record Date in respect thereof shall be deemed to be the close of business on the twentieth (20th) business day after the date on which such a request is received.

Without qualification, a special meeting of the stockholders shall not be called by the Secretary of the Corporation pursuant to this Section 3 unless stockholders who hold the Requisite Percentage as of the Demand Record Date timely provide one or more demands to call such special meeting in writing and in proper form to the Secretary of the Corporation at the Corporation's principal executive offices. To be timely, a stockholder's demand to call a special meeting must be delivered to, or mailed and received at, the Corporation's principal executive offices not later than the sixtieth (60th) day following the Demand Record Date. To be in proper form a demand to call a special meeting shall set forth: (a) as to each proposal to be considered at the special meeting, the information required in connection with such proposals pursuant to Section 14 of this Article I, or as to each director nominee, the information required of a director nominee pursuant to Section 13 of this Article I, as the case may be; (b) with respect to any stockholder or stockholders submitting a demand to call a special meeting, any other information required to be provided pursuant to this Section 3 of a Requesting Person; and (c) a representation by each Requesting Person that such Requesting Person intends to hold his, her or its shares of the Corporation that constitute part of the Requisite Percentage as of the Demand Record Date through the date of the special meeting. A stockholder may revoke a demand to call a special meeting by written revocation delivered to the Secretary at any time prior to the special meeting. If any such revocation(s) are received by the Secretary after the Secretary's receipt of written demands from the holders of the Requisite Percentage of stockholders, and as a result of such revocation(s), at any time there no longer are unrevoked demands from the Requisite Percentage of stockholders to call a special meeting, the Board of Directors shall have the discretion to determine whether or not to proceed with the special meeting.

The Secretary of the Corporation shall not accept, and shall consider ineffective, a written demand from a stockholder to call a special meeting (a) that does not comply with this Section 3,

1. that relates to an item of business to be transacted at such meeting that is not a proper subject for stockholder action under applicable law, (c) that is received by the Secretary during the period commencing one hundred twenty (120) days prior to the one-year anniversary of the mailing of proxy materials by the Corporation for the immediately preceding annual meeting of stockholders and ending on the date of the next annual meeting of stockholders, (d) that includes an item of business to be transacted at such meeting or nomination to be considered at such meeting that did not appear on the written request that resulted in the determination of the Demand Record Date, (e) that relates to an item of business that is identical or substantially similar to an item of business (a "Similar Item") that was included in the Corporation's notice as an item of business presented at any meeting of stockholders held within one hundred twenty (120) days prior to receipt by the Secretary of the written demand, (f) if the Board of Directors calls an annual or special meeting of stockholders (in lieu of calling the special meeting to which the written demand relates), (g) if a Similar Item has been presented at the most recent annual meeting or at any special meeting held within one year prior to receipt by the Secretary of such demand to call a special meeting, or (h) such written demand was made in a manner that involves

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a violation of Regulation 14A under the Exchange Act (as defined below) or other applicable law. However, it being understood that with respect to subsections (e) and (g) of this paragraph, the election of directors shall be deemed a "Similar Item" with respect to all items of business involving a proposal for the election of any director, but any proposal to remove any director or directors that is not accompanied with a proposal to elect one or more directors to fill any vacancy or vacancies resulting from such removal shall not be deemed a "Similar Item" with respect to the election of directors.

After receipt of demands in proper form and in accordance with this Section 3 from a stockholder or stockholders holding the Requisite Percentage, the Board of Directors shall duly call, and determine the place, if any, date and time of, a special meeting of stockholders for the purpose or purposes and to conduct the business specified in the demands received by the Corporation. The record date for notice and voting for such a special meeting shall be fixed in accordance with Section 6 of Article I of these Bylaws, and the inspectors of the election shall be appointed pursuant to Section 12 of these Bylaws. The Board of Directors shall provide written notice of such special meeting to the stockholders in accordance with Section 5 of Article I of these Bylaws. Notwithstanding anything in these Bylaws to the contrary, the Board of Directors may (a) submit its own proposal or proposals for consideration at such a special meeting or (b) in lieu of calling the special meeting demanded by a stockholder or stockholders holding the Requisite Percentage, present a Similar Item for stockholder approval at any other meeting of stockholders that is held within ninety (90) days after the date on which the Secretary receives written demands for a special meeting in proper form from a stockholder or stockholders holding the Requisite Percentage.

In connection with a special meeting called in accordance with this Section 3, each Requesting Person and each stockholder as of the Demand Record Date who delivered a demand to call a special meeting to the Secretary in respect of the request resulting in such Demand Record Date shall further update and supplement the information previously provided to the Corporation in connection with such request or demand, if necessary, so that the information provided or required to be provided in such request or demand pursuant to this Section 3 shall be true and correct in all respects as of the record date for notice of the special meeting, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the Corporation's principal executive offices not later than five (5) business days after the record date for notice of the special meeting.

Notwithstanding anything in these Bylaws to the contrary, if the Board of Directors shall determine that any request to fix a Demand Record Date for a special meeting, or any demand to call and hold a special meeting in respect of the request resulting in such Demand Record Date, was not properly made in accordance with this Section 3, or shall determine that the stockholder or stockholders requesting that the Board of Directors fix such Demand Record Date or submitting such a demand have not otherwise complied with this Section 3, then the Board of Directors shall not be required to fix such record date or to call and hold the special meeting. In addition to the requirements of this Section 3, each Requesting Person shall comply with all requirements of applicable law, including all requirements of the Exchange Act, with respect to

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any request to fix a record date for notice and voting for the special meeting or demand to call a special meeting.

For purposes of this Section 3, the following terms are defined as follows:

1. "affiliate" and "associate" shall have the meanings ascribed to such terms in the Exchange Act;
2. "business day" shall mean any day in which commercial banks in New York, New York, and San Juan, Puerto Rico, are open for business to the public and the New York Stock Exchange is open for trading;
3. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended; and
4. "Requesting Person" shall mean (i) the stockholder of record making the request to fix a Demand Record Date for the purpose of determining the stockholders entitled to demand that the Secretary call a special meeting, (ii) each member of the Requesting Group, (iii) the beneficial owner or beneficial owners, if different, on whose behalf such request is made, and (iv) any affiliate or associate of such stockholder of record or beneficial owner, but shall exclude any stockholder that has provided such demand solely in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A.

SECTION 4. Conduct of Meetings. The Board of Directors shall designate, when present, the Chairman of the Board or, if he or she is not present, the Vice Chairman of the Board, to preside at any and all stockholders' meetings. The Secretary, or, in the absence of the Secretary, an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson shall conduct such proceedings as are customary in this kind of meeting, procuring at all times order and impartiality in the debates. The order of business at each such meeting shall be as determined by the chairperson of the meeting. The chairperson shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the voting polls for each item on which a vote is to be taken.

SECTION 5. Notice of Meetings. Notice of all meetings of stockholders shall be mailed to each stockholder of the Corporation at least ten (10) days, but not more than sixty (60) days, prior to the date for each such meeting.