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Maltese Laws |
MALTA MEMBERSHIP OF THE EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT
ACT
To provide for Malta’s Membership of the European Bank for
Reconstruction and Development.
25th January, 1991
ACT I of 1991, as amended by Act VIII of 2005 and Legal Notice 68 of
2012.
European Bank for Reconstruction and Development Act.
"Bank" means the European Bank for Reconstruction and
Development;
"Agreement" means the Agreement signed in Paris on the 29th May, 1990 establishing the European Bank for Reconstruction
and Development, as set out in the Schedule, as from time to time amended;
"Minister" means the Minister responsible for finance.
3. In virtue of this Act, and in compliance with the provisions of the Ratification of Treaties Act -
(a) the Government of Malta is hereby authorised to ratify the Agreement; and
(b) the Government of Malta is hereby authorised to ratify any amendment as may be made to the Agreement from time to time.
Short title.
Interpretation. Amended by: VIII. 2005.2.
Authorisation for acceding to the Agreement. Substituted by: VIII. 2005.3.
Cap. 304.
(2) The Minister may, if he thinks fit, create and issue, or direct the Central Bank of Malta (as the depository for the Government
of Malta for the purposes of Article 34 of the Agreement) to create and i ssue, t o th e Bank non-int erest b earing and non -nego
tiabl e notes or other obligations as are provided for by Article 6(2) of the Agreement and the sums payable under such notes or
obligations so created and issued shall be a charge on the Consolidated Fund:
Provided that, where the Minister has directed the Central Ban k of Malta to cr eat e an d issue notes or other oblig at ions as
aforesaid, the Minister shall also undertake to repay to the Central Bank of Malta such amount or amounts of notes or ot her oblig
ations as m a y be called for paym ent b y the B a n k , su ch repayments to be made as soon as possible and in no case later than
a month after the date of payment to the Bank; and in respect of any such payment all repayments due as aforesaid shall be a charge
on
Financial provisions relating to membership.
are hereby appropriated for that purpose.
(3) Any income or other sums allocated and distributed to the Government of Malta, or to the Central Bank of Malta, from the Bank
by virtue of the subscription by Malta to the shares of the capital stock thereof shall be paid into the Consolidated Fund.
Certain provisions of the Agreement given force of law in Malta.
Power to make regulations. Substituted by: VIII. 2005.4.
Language of
Schedule.
SCHEDULE Amended by: VIII. 2005.5;
(ARTICLE 2)
L.N. 68 of 2012.
AGREEMENT ESTABLISHING
THE EUROPEAN BANK FOR RECONSTRUCTION
AND DEVELOPMENT
The contracting parties,
Committed to the fundamental principles of multiparty democracy, the rule of law, respect for human rights and market economics;
Recalling the Final Act of the Helsinki Conference on Security and Cooperation in
Europe, and in particular its Declaration on Principles;
Welcoming the intent of Central and Eastern European countries to further the practical implementation of multiparty democracy,
strengthening democratic institutions, the rule of law and respect for human rights and their willingness to implement reforms
in order to evolve towards market-oriented economies;
Considering the importance of close and coordinated cooperation in order to promote the economic progress of Central and
Eastern European countries to help their economies become more internationally competitive and assist them in their reconstruction
and development and thus to reduce, where appropriate, any risks related to the financing of their economies;
Convinced that the establishment of a multilateral financial institution which is European in its basic character and broadly international
in its membership would help serve these ends and would constitute a new and unique structure of cooperation in Europe;
Have agreed to establish hereby the European Bank for Reconstruction and Development (hereinafter called " the Bank")
which shall operate in accordance with the following:
CHAPTER I
PURPOSE, FUNCTIONS AND MEMBERSHIP Article 1
PURPOSE
In contributing to economic progress and reconstruction, the purpose of the Bank shall be to foster the tr ansition towards open market-oriented
economies and to promote private and entrepreneurial initiative in the Central and Eastern European count ri es com m i tted to and
appl yin g t h e prin ciples of mu lti part y d e mo cracy, pluralism and market economics.
Subject to the same conditions, the purpose of the Bank may also be carried out in Mongolia and in member countries of the Southern
and Eastern Mediterranean as determined by the Bank upon the affirmative vote of not less than two-thirds of the Governors, representing
not less than three-fourths of the total voting power of the members. Accordingly, any reference in this Agreement and its annexes
to "Central and Eastern European countries", "countries from Central and Eastern Europe", "recipient country
(or countries)" or "recipient member country (or countries)" shall refer to
Article 2
FUNCTIONS
1. To fulfil on a long-term basis its purpose of fostering the transition of Central and Eastern European countries
towards open market-oriented economies and the promotion of private and entrepreneurial initiative, the Bank shall assist the recipient
member countries to implement structural and sectoral economic reforms, i n clud in g demon opo li zat i on , d e cent r alizati
o n and pr ivat izat io n, to help t h eir economies become fully integrated into the international economy by measures:
(i) to promote, through private and other interested investors, the establishment, improvement and expansion of productive,
competitive and private sector activity, in particular small and medium sized enterprises;
(ii) to mobilize domestic and foreign capital and experienced management to the end described in (i);
(iii) to foster productive investment, including in the service and financial sectors, and in related infrastructure where that
is necessary to support private and entrepreneurial initiative, thereby assisting in making a competitive environment and raising
productivity, the standard of living and conditions of labour;
(iv) to provide technical assistance for the preparation, financing and implementation of relevant projects, whether individual
or in the context of specific investment programmes;
(v) to stimulate and encourage the development of capital markets;
(vi) to give support to sound and economically viable projects involving more than one recipient member country;
(vii) to promote in the full range of its activities environmentally sound and sustainable development; and
(viii) to undertake such other activities and provide such other services as may further these functions.
2. In carrying out the functions referred to in paragraph 1 of this Article, the Bank shall work in close cooperation with all
its members and, in such manner as it may deem appropriate within the terms of this Agreement, with the International Monetary Fund,
the International Bank for Reconstruction and Development, the International Finance Corporation, the Multilateral Investment Guarantee
Agency, and the O r g a nisation fo r Economic Co ope ration and Development, and shall cooperate with the United Nations and its
Specialised Agencies and other related bodies, and any entity, whether public or private, concerned with the econom ic development
of, and investment in, Central and Eastern European countries.
Article 3
MEMBERSHIP
1. Membership in the Bank shall be open:
(i) to (1) European countries and (2) non-European countries which are
members of the International Monetary Fund; and
(ii) to the European Economic Community and the European Investment
Bank.
2. Countries eligible for membership under paragraph 1 of this Article, which do not become members in accordance with Article
61 of this Agreement, may be adm itted, under such terms and conditi ons as the Bank may determ ine, to membership in the Bank upon
the affirmative vote of not less than two-thirds of the Governors, representing not less than three-fourths of the total voting power
of the members.
CHAPTER II CAPITAL
Article 4
AUTHORIZED CAPITAL STOCK
1. The original authorized capital stock shall be ten thousand million (10,000 ,000 ,00 0) ECU. It shall be
divid ed into one m illi on (1,0 00,000) sh ares, having a par value of ten thousand (10,000) ECU each, which shall be available
for subscription only by members in accordance with the provisions of Article 5 of this Agreement.
2. The original capital stock shall be divided into paid-in shares and callable shares. The initial total aggregate par value
of paid-in shares shall be three thousand million (3,000,000,000) ECU.
3. The authorized capital stock may be increased at such time and under such terms as may seem advisable, by a vote of not less
than two-thirds of the Governors, representing not less than three-fourths of the total voting power of the members.
Article 5
SUBSCRIPTION OF SHARES
1. Each member shall subscribe to shares of the capital stock of the Bank, subject to fulfilment of the member ’s legal requirements.
Each subscription to the original authorized capital stock shall be for paid-in shares and callable shares in the proportion of three
(3) to seven (7). The initial number of shares available to be su b s crib ed t o by S i g n at or ies to t h i s Ag reemen t wh
ich b ecome memb ers in accordance with Article 61 of this Agreement shall be that set forth in Annex A. No member shall have an
initial subscription of less than one hundred (100) shares
2. The initial number of shares to be subscribed to by countries which are ad mi tt ed t o memb ersh ip i n acco rd an ce w i
t h par a g r ap h 2 of A r t i cle 3 of t h i s Agreement shall be determined by the Board of Governors; provided, however, that
no such subscription shall be authorized which would have the effect of reducing the percentage of capital stock held by countries
which are members of the European Economic Community, together with the European Economic Community and the European Investment Bank,
below the majority of the total subscribed capital stock.
3. The Board of Governors shall at intervals of not more than five (5) years review the capital stock of the Bank. In case of
an increase in the authorized capital stock, each member shall have a reasonable opportunity to subscribe, under such
u n i f or m ter m s an d co nd i t i o ns as the Board of Governors sh all determine, to a proportion of the increase in stock equiva
lent to the proporti on which its stock subscribed bears to the total subscribed capital stock immediately prior to such increase.
No member shall be obliged to subscribe to any part of an increase of capital stock.
4. Subject to the provisions of paragraph 3 of this Article, the Board of Gove rnors may, a t the request of a me
mb er, inc r ea se the subscription of that member, or allocate shares to that member within the authorized capital stock which are
not taken up by other members; provided, however, that such increase shall not have the effect of reducing the percentage of capital
stock held by countries which are members of the European Economic Community, together with the European Economic Community and the
European Investment Bank, below the majority of the total subscribed capital stock.
5. Shares of stock initially subscribed to by members shall be issued at par. Other shares shall be issued at par unless the
Board of Governors, by a vote of not less than two-thirds of the Governors, representing not less than two-thirds of the total voting
power of the members, decides to issue them in special circumstances on other terms.
6. Shares of stock shall not be pledged or encumbered in any manner whatsoever, and they shall not be transferable
except to the Bank in accordance with Chapter VII of this Agreement.
7. The liability of the members on shares shall be limited to the unpaid portion of their issue price. No member shall be liable,
by reason of its membership, for obligations of the Bank.
Article 6
PAYMENT OF SUBSCRIPTIONS
1. Payment of the paid-in shares of the amount initially subscribed to by each
Signatory to this Agreement, which becomes a member in accordance with Article
61 of this Agreement, shall be made in five (5) instalments of twenty (20) per cent
each of such amount. The first instalment shall be paid by each member within sixty (60) days after the date of the entry into force
of this Agreement, or after the date of deposit of its instrument of ratification, acceptance or approval in accordance with
Article 61, if this latter is later than the date of the entry into force. The remaining four (4) instalments shall each become due
successively one year from the date on which the preceding instalment became due and shall each, subject to the legislative
requirements of each member, be paid.
2. Fifty (50) per cent of payment of each instalment pursuant to paragraph 1 of this Article, or by a member admitted in accordance
with paragraph 2 of Article 3 of this Agreement, may be made in promissory notes or other obligations issued by such member and denominated
in ECU, in United States dollars or in Japanese yen, to b e drawn down as the Bank n eed s fund s for d i sbursement as a result
of its operations. Such notes or obligations shall be non-negotiable, non-interest-bearing and payable to the Bank at par value upon
demand. Demands upon such notes or obligations shall, over reasonable periods of time, be made so that the value of such demands
in ECU at the time of demand from each member is proportional to the number of paid-in shares subscribed to and held by each such
member depositing such notes or obligations.
3. All payment obligations of a member in respect of subscription to shares in the initial capital stock shall be settled either
in ECU, in United States dollars or in Japanese yen on the basis of the average exchange rate of the relevant currency in t e rms
of th e ECU fo r the peri od f r om 3 0 Sept em ber 19 89 t o 31 March 19 90 inclusive.
4. Payment of the amount subscribed to the callable capital stock of the Bank shall be subject to call, taking account of Articles
17 and 42 of this Agreement, only as and when required by the Bank to meet its liabilities.
5. In the event of a call referred to in paragraph 4 of this Article, payment shall be made by the member in ECU, in United States
dollars or in Japanese yen. Such calls shall be uniform in ECU value upon each callable share calculated at the time of the call.
6. The Bank shall determine the place for any payment under this Article not later than one month after the inaugural meeting
of its Board of Governors, provided that, before such determination, the payment of the first instalment referred to in paragrap
h 1 o f t his Arti cl e sh all b e m ade t o t he Euro pean Inv estm en t Bank , as trustee for the Bank.
7. For subscriptions other than those described in paragraphs 1, 2 and 3 of this Article, payments by a member in respect of
subscription to paid-in shares in the au thorized capital st ock shall b e made i n ECU, in Un ited St ates doll a rs or in Japanese
yen whether in cash or in promissory notes or in other obligations.
8. For the purposes of this Article, payment or denomination in ECU shall include paym ent or denominatio n in any fully con
v ertible curr ency which is eq uivalent on the date of p a y m ent or en cashm e n t to th e value of t h e relevant obligation
in ECU.
Article 7
ORDINARY CAPITAL RESOURCES
As used in this Agreement, the term "ordinary capital resources" of the Bank shall include the following:
(i) authorized capital stock of the Bank, including both paid-in and callable shares, subscribed to pursuant to Article
5 of this Agreement;
(ii) funds raised by borrowings of the Bank by virtue of powers conferred by sub-paragraph (i) of Article 20 of this Agreement,
to which the commitment to calls provided for in paragraph 4 of Article 6 of this Agreement is applicable;
(iii) funds received in repayment of loans or guarantees and proceeds from t h e disp osal of equ i t y in vestmen t m a d e w
ith t h e r e so ur ces in dicated i n su b- paragraphs (i) and (ii) of this Article;
(iv) income derived from loans and equity investment, made from the resources indicated in sub-paragraphs (i) and (ii)
of this Article, and income derived from guarantees and underwriting not forming part of the special operations of the Bank; and
(v) any other funds or income received by the Bank which do not form part of its Special Funds resources referred to in Article
19 of this Agreement.
CHAPTER III OPERATIONS Article 8
RECIPIENT COUNTRIES AND USE OF RESOURCES
1. The resources and facilities of the Bank shall be used exclusively to implement the purpose and carry out the functions
set forth, respectively, in Articles
1 and 2 of this Agreement.
2. The Bank may conduct its operations in countries from Central and Eastern Europe which are proceeding steadily in the transition
towards market oriented economies and the promotion of private and entrepreneurial initiative, and which apply, by concrete steps
and otherwise, the principles as set forth in Article 1 of this Agreement.
3. In cases where a member might be implementing policies which are inconsistent with Article 1 of this Agreement,
or in exceptional circumstances, the Board of Directors shall consider whether access by a member to Bank resources should be suspended
or otherw ise modified and may m a ke recommen d ations accordingly to the Board of Governors. Any decision on these matters shall
be taken by the Board of Gov e rn ors by a majo rity of n o t l e ss than t w o-t h irds o f th e Governors, representing not less
than three-fourths of the total voting power of the members.
4. (i) Any potential recipient country may request that the Bank provide access to its resources for limited purposes
over a period of three (3) years beginning after the entry into force of this Agreement. Any such request shall be attached as an
integral part of this Agreement as soon as it is made.
(ii) During such a period:
(a) the Bank shall provide to such a country, and to enterprises in its territory, upon their request, technical assistance and
other types of assistance directed to fina nce its priva te sector, to facilitate th e transi ti on of stat e-own ed enterprises
to private owne rshi p and control, and to he lp ente rprises operatin g competitively and moving to participation in the market
oriented economy, subject to the proportion set forth in paragraph 3 of Article 11 of this Agreement;
(b) the total amount of any assistance thus provided shall not exceed the total amount of cash disburse d and promissory
notes is sued by that country for its shares.
(iii) At the end of this period, the decision to allow such a country access beyond the limits specified in sub-paragraphs (a)
and (b) shall be taken by the Board of Go vern ors b y a maj o ri ty of no t l e ss than th ree-f our ths of the G o v e rn ors representing
not less than eighty-five (85) per cent of the total voting power of the members.
Article 9
ORDINARY AND SPECIAL OPERATIONS
The operations of the Bank shall consist of ordinary operations financed from the ordinary capital resources of the Bank referred
to in Article 7 of this Agreement and
special operations financed from the Special Funds resources referred to in Article
19 of this Agreement. The two types of operations may be combined.
Article 10
SEPARATION OF OPERATIONS
1. The ordinary capital resources and the Special Funds resources of the Bank shall at all times and in all respects be held,
used, committed, invested or otherwise disposed of entirely separately from each other. The financial statements of the Bank shall
show th e reserves of th e Bank, together with it s ordinary op erations and, separately, its special operations.
2. The ordinary capital resources of the Bank shall under no circumstances be charg e d w ith , or used t o d i scharg e, lo
sses o r l i abi lit ies arising ou t o f speci al operations or other activities for which Special Funds resources were originally
used or committed.
3. Expenses appertaining directly to ordinary operations shall be charged to the ordinary capital resources of the Bank. Expenses
appertaining directly to special operations shall be charged to Special Funds resources. Any other expenses shall, subject to paragraph
1 of Article 18 of this Agreement, be charged as the Bank shall determine.
Article 11
METHODS OF OPERATION
1. The Bank shall carry out its operations in furtherance of its purpose and fu nct i ons as set ou t in Articles 1 and 2 of
this Ag reement in any or al l of t h e following ways:
(i) by making, or co-financing together with multilateral institutions, commercial banks or other interested sources,
or participating in, loans to private sector enterprises, loans to any state-owned enterprise operating competitively and moving
to participation in the market oriented economy, and loans to any state- owned enterprise to facilitate its transition to private
ownership and control; in particular to facilitate or enhance the participation of private and/or foreign capital in such enterprises;
(ii) (a) by investment in the equity capital of private sector enterprises; (b) by investment in the equity
capital of any state-owned
enterprise operati ng com p etit iv ely and m ovi ng to pa rti c ip ati on in th e m a rk et oriented economy, and investment in the
equity capital of any state-owned enterprise to facilitate its transition to private ownership and control; in particular to facilitate
or enhance the participation of private and/or foreign capital in such enterprises; and
(c) by underwriting, where other means of financing are not appropriate, the equity issue of securities by both private
sector enterprises and such state-owned enterprises referred to in (b) above for the ends mentioned in that sub- paragraph;
(iii) by facilitating access to domestic and international capital markets by private sector enterprises or by other enterprises
referred to in sub-paragraph (i) of this paragraph for the ends mentioned in that sub-paragraph, through the provision of
gu aran te es, w h e r e o t h e r m e a n s of fi na nc ing are not appropri ate, and through financial advice and other forms of
assistance;
(iv) by deploying Special Funds resources in accordance with the agreements determining their use; and
(v) by making or participating in loans and providing technical assistance for the reconstruction or development of infrastructure,
including environmental prog rammes, necessary for priv ate sector devel opment and the tran siti on to a market-oriented economy.
For the purposes of this paragraph, a state-owned enterprise shall not be regarded as operating competitively unless it operates autonomously
in a competitive market environment and unless it is subject to bankruptcy laws.
2. (i) The Board of Directors shall review at least annually the Bank’s operations and lending strategy in each recipient
country to ensure that the purpose and the functions of the Bank, as set out in Articles 1 and 2 of this Agreement, are fully served.
Any decision pursuant to such a review shall be taken by a majority of not less than two-thirds of the Directors representing not
less than three-fourths of the total voting power of the members.
(ii) The said review shall involve the consideration of, inter alia, each recipient country’s progress made on d ecentralization, demono polization and privatization and the relative shares of the
Bank’s lending to private enterprises, to state-owned enterprises in the process of transition to participation in the market-
oriented economy or privatization, for infrastructure, for technical assistance, and for other purposes.
3. (i) Not more than forty (40) per cent of the amount of the Bank’s total committed loans, guarantees and equity investments,
without prejudice to its other operations referred to in this Article, shall be provided to the state sector. Such percentage limit
shall apply initially over a two (2) year period from the date of co m m en cemen t of the Bank’s operation s , taking one year
with another, and thereafter in respect of each subsequent financial year.
(ii) For any country, not more than forty (40) per cent of the amount of the Bank’s total committed loans, guarantees and equity
investments over a period of five (5) years, taking one year with another, and without prejudice to the Bank’s other operations
referred to in this Article, shall be provided to the state sector.
(iii) For the purposes of this paragraph,
(a) the state sector includes national and local governments, their agencies, and enterprises owned or controlled by any of them;
(b) a loan or guarantee to, or equity investment in, a state-owned enterprise which is implementing a programme to achieve private
ownership and control shall not be considered as made to the state sector;
(c) loans to a financial intermediary for onlending to the private sector shall not be considered as made to the state sector.
Article 12
LIMITATIONS ON ORDINARY OPERATIONS
1. The total amount of outstanding loans, equity investments and guarantees made by the Bank in its ordinary operations shall
not be increased at any time, if by
such increase the total amount of its unimpaired subscribed capital, reserves and surpluses included in its ordinary capital resources
would be exceeded.
2. The amount of any equity investment shall not normally exceed such percentage of the equity capital of the enterprise
concerned as shall be determined, by a general rule, to be appropriate by the Board of Directors. The Bank shall not seek t o o b
t a in b y su ch an in vest ment a con t ro ll in g in t e r e st in th e en terp ri se concerned and shall not exercise such control
or assume direct responsibility for managing any enterprise in which it has an investment, except in the event of actual or threatened
default on any of its investments, actual or threatened insolvency of the enterprise in which such investment shall have been made,
or other situations which, in the opinion of the Bank, threaten to jeopardize such investment, in which case the Bank may take such
action and exercise such rights as it may deem necessary for the protection of its interests.
3. The amount of the Bank’s disbursed equity investments shall not at any time exceed an amount corresponding to its total
unimpaired paid-in subscribed capital, surpluses and general reserve.
4. The Bank shall not issue guarantees for export credits nor undertake insurance activities.
Article 13
OPERATING PRINCIPLES
The Bank shall operate in accordance with the following principles:
(i) the Bank shall apply sound banking principles to all its operations;
(ii) the operations of the Bank shall provide for the financing of specific projects, whether individual or in the context of
specific investment programmes, and for technical assistance, designed to fulfil its purpose and functions as set out in Articles
1 and 2 of this Agreement;
(iii) the Bank shall not finance any undertaking in the territory of a member if that member objects to such financing;
(iv) the Bank shall not allow a disproportionate amount of its resources to be used for the benefit of any member;
(v) the Bank shall seek to maintain reasonable diversification in all its investments;
(vi) before a loan, guarantee or equity investment is granted, the applicant shall have submitted an adequate proposal and the
President of the Bank shall have presented to the Board of Directors a written report regarding the proposal, together with recommendations,
on the basis of a staff study;
(vii) the Bank shall not undertake any financing, or provide any facilities, when the applicant is able to obtain sufficient financing
or facilities elsewhere on terms and conditions that the Bank considers reasonable;
(viii) in providing or guaranteeing financing, the Bank shall pay due regard to the prospect that the borrower and its guarantor,
if any, will be in a position to meet their obligations under the financing contract;
(ix) in case of a direct loan made by the Bank, the borrower shall be permitted by the Bank to draw its funds only to
meet expenditure as it is actually
incurred;
(x) the Bank shall seek to revolve its funds by selling its investments to private investors whenever it can appropriately do
so on satisfactory terms;
(xi) in its investments in individual enterprises, the Bank shall undertake its financing on terms and conditions which it considers
appropriate, taking into account the requirements of the enterprise, the risks being undertaken by the Bank, and the terms and conditions
normally obtained by private investors for similar financing;
(xii) the Bank shall place no restriction upon the procurement of goods and servi ces from an y cou n t r y from t h e proce e ds
of an y lo an, inv e stm e n t or o t h e r financing undertaken in the ordinary or special operations of the Bank, and shall, in
all appropriate cases, make its loans and other operations conditional on international invitations to tender being arranged; and
(xiii) the Bank shall take the necessary measures to ensure that the proceeds of an y l o an ma de, gu aran teed or pa rti c ip ated
in by th e Ban k , o r an y equi ty investment, are used o n ly for the purpo ses for which the loan or the equity investment was
granted and with due attention to considerations of economy and efficiency.
Article 14
TERMS AND CONDITIONS FOR LOANS AND GUARANTEES
1. In the case of loans made, participated in, or guaranteed by the Bank, the contract sha l l esta blish the terms and co nd
iti on s f o r t h e lo an or the guarantee concerned, including those relating to payment of principal, interest and other fees,
charges, maturities and dates of payment in respect of the loan or the guarantee, respectively. In setting such terms and conditions,
the Bank shall take fully into account the need to safeguard its income.
2. Where the recipient of loans or guarantees of loans is not itself a member, but is a state-owned enterprise, the Bank may,
when it appears desirable, bearing in mind the different approaches appropriate to public and state-owned enterprises in tr ansit
ion to pr iv ate o wne rship and control, requi re the member or members in whose territory the project concerned is to be carried
out, or a public agency or any instrumentality of such member or members acceptable to the Bank, to guarantee the repayment of the
principal and the payment of interest and other fees and charges of the loan in accordance with the terms thereof. The Board of Directors
shall review annually the Bank ’s practi ce in this matt er, paying du e atte ntion to th e Bank’s creditworthiness.
3. The loan or guarantee contract shall expressly state the currency or currencies, or ECU, in which all payments to
the Bank thereunder shall be made.
Article 15
COMMISSION AND FEES
1. The Bank shall charge, in addition to interest, a commission on loans made or participated in as part of its ordinary operations.
The terms and conditions of this commission shall be determined by the Board of Directors.
the sale of secur ities, the Bank shall charge f ees, payable at rates and t imes determined by the Board of Directors, to provide
suitable compensation for its risks.
3. The Board of Directors may determine any other charges of the Bank in its o r dinary operations and any co m mission, fees
or other ch arges i n its special operations.
Article 16
SPECIAL RESERVE
1. The amount of commissions and fees received by the Bank pursuant to Article 15 of this Agreement shall be set aside
as a special reserve which shall be kep t for meeting the losses of the Bank in accordance wit h Article 17 o f this Agreement. The
special reserve shall be held in such liquid form as the Bank may decide.
2. If the Board of Directors determines that the size of the special reserve is adequate, it may de cide that all or part of
the said commis sion or fees shall henceforth form part of the income of the Bank.
Article 17
METHODS OF MEETING THE LOSSES OF THE BANK
1. In the Bank’s ordinary operations, in cases of arrears or default on loans made, part ici p at ed in, o r guaranteed by
th e Bank, and in cases of losses on underwriting and in equity investment, the Bank shall take such action as it deems appropriate.
The Bank shall maintain appropriate provisions against possible losses.
2. Losses arising in the Bank’s ordinary operations shall be charged:
(i) first, to the provisions referred to in paragraph 1 of this Article; (ii) second, to net income;
(iii) third, against the special reserve provided for in Article 16 of this
Agreement;
(iv) fourth, against its general reserve and surpluses; (v) fifth, against the unimpaired paid-in capital; and
(vi) last, against an appropriate amount of the uncalled subscribed callable capital which shall be called in accordance with the
provisions of paragraphs 4 and 5 of Article 6 of this Agreement.
Article 18
SPECIAL FUNDS
1. (i) The Bank may accept the administration of Special Funds which are designed to serve the purpose and come within t he
functions of the Bank in its recipient countries and potential recipient countries. The full cost of administering any such Special
Fund shall be charged to that Special Fund.
(ii) For the purposes of subparagraph (i), the Board of Governors may, at the request of a member which is not a recipient country,
decide that such member qualifies as a potential recipient country for such limited period and under such terms as may seem advisable.
Such decision shall be taken by the affirmative vote of not less than two-thirds of the Governors, representing not less than three-fourths
of the total voting power of the members.
(iii) The decision to allow a member to qualify as a potential recipient coun try can only be ma de if such member is able to
meet th e re qu ir em e nt s fo r becoming a recipient country. Such requirements are those set out in Article 1 of this Agreement,
as it reads at the time of such decision or as it will read upon the entry into force of an a m endmen t that has already been ap
prov ed by t h e Bo ard o f Governors at the time of such decision.
(iv) If a potential recipient country has not become a recipient country at the end of the period referred to in subparagraph (ii),
the Bank shall forthwith cease any special operations in that coun try, excep t tho s e inci dent to th e ord e r l y realization,
conservation and preservation of the assets of the Special Fund and settlement of obligations that have arisen in connection therewith.
2. Special Funds accepted by the Bank may be used in its recipient countries and potential recipient countries in any manner
and on any terms and conditions consistent with the purpose and functions of the Bank, with the other applicable provisions of this
Agreement, and with the agreement or agreements relating to such Funds.
3. The Bank shall adopt such rules and regulations as may be required for the establishment, administration and use of each
Special Fund. Such rules and regulations shall be consistent with the provisions of this Agreement, except for those provisions expressly
applicable only to ordinary operations of the Bank.
Article 19
SPECIAL FUNDS RESOURCES
The term "Special Funds resources" shall refer to the resources of any Special
Fund and shall include:
(i) funds accepted by the Bank for inclusion in any Special Fund;
(ii) funds repaid in respect of loans or guarantees, and the proceeds of equity investments, financed from the resources of any
Special Fund which, under the rules and regulations governing that Special Fund, are received by such Special Fund; and
(iii) income derived from investment of Special Funds resources.
CHAPTER IV
BORROWING AND OTHER MISCELLANEOUS POWERS Article 20
GENERAL POWERS
1. The Bank shall have, in addition to the powers specified elsewhere in this
Agreement, the power to:
(a) before making a sale of its obligations in the territory of a country, the Bank shall have obtained its approval;
and
(b) where the obligations of the Bank are to be denominated in the currency of a member, the Bank shall have obtained its approval;
(ii) invest or deposit funds not needed in its operations;
(iii) buy and sell securities, in the secondary market, which the Bank has issued or guaranteed or in which it has invested;
(iv) guarantee securities in which it has invested in order to facilitate their
sale;
(v) underwrite, or participate in the underwriting of, securities issued by
any enterprise for purposes consistent with the purpose and functions of the Bank;
(vi) provide technical advice and assistance which serve its purpose and come within its functions;
(vii) exercise such other powers and adopt such rules and regulations as may be necessary or ap prop riate in fu rt heran c e o
f it s purp o se an d fu nction s , consistent with the provisions of this Agreement; and
(viii) conclude agreements of cooperation with any public or private entity or entities.
2. Every security issued or guaranteed by the Bank shall bear on its face a conspicuous statement to the effect that it is not
an obligation of any Government, or member, unless it is in fact the obligation of a particular Government or member, in which case
it shall so state.
CHAPTER V CURRENCIES
Article 21
DETERMINATION AND USE OF CURRENCIES
1. Whenever it shall become necessary under this Agreement to determine whether any currency is fully convertible for the
purposes of this Agreement, such determination shall be made by the Bank, taking into account the paramount need to preserve i t
s o w n fin a ncial in terest s, af ter con s u ltat i on , if necessary, wit h t h e International Monetary Fund.
2. Members shall not impose any restrictions on the receipt, holding, use or transfer by the Bank of the following:
(i) currencies or ECU received by the Bank in payment of subscriptions to its capital stock, in accordance with Article 6 of
this Agreement;
(ii) currencies obtained by the Bank by borrowing;
(iii) currencies and other resources administered by the Bank as contributions to Special Funds; and
(iv) currencies received by the Bank in payment on account of principal, int e rest, div i dends or other charges in respect of
loans or investments, or the proceeds of disposal of such investments made out of any of the funds referred to in sub-paragraphs
(i) to (iii) of this paragraph, or in payment of commission, fees or
other charges.
CHAPTER VI
ORGANIZATION AND MANAGEMENT Article 22
STRUCTURE
The Bank shall have a Board of Governors, a Board of Directors, a President, one or more Vice-Presidents and such other officers
and staff as may be considered necessary.
Article 23
BOARD OF GOVERNORS: COMPOSITION
1. Each member shall be represented on the Board of Governors and shall appoint one Governor and one Alternate. Each Governor
and Alternate shall serve at the pleasure of the appointing member. No Alternate may vote except in the absence of his or her principal.
At each of its annual meetings, the Board shall elect one of the Gove rnors as Cha irman who shall hold office until the election
of the ne xt Chairman.
2. Governors and Alternates shall serve as such without remuneration from the
Bank.
Article 24
BOARD OF GOVERNORS: POWERS
1. All the powers of the Bank shall be vested in the Board of Governors.
2. The Board of Governors may delegate to the Board of Directors any or all of its powers, except the power to:
(i) admit new members and determine the conditions of their admission; (ii) increase or decrease the authorized capital stock
of the Bank;
(iii) suspend a member;
(iv) decide appeals from interpretations or applications of this Agreement given by the Board of Directors;
(v) authorize the conclusion of general agreements for co-operation with other international organizations;
(vi) elect the Directors and the President of the Bank;
(vii) determine the remuneration of the Directors and Alternate Directors and the salary and other terms of the contract of service
of the President;
(viii) approve, after reviewing the auditors’ report, the general balance sheet and the statement of profit and loss of
the Bank;
(ix) determine the reserves and the allocation and distribution of the net profits of the Bank;
(x) amend this Agreement;
(xi) decide to terminate the operations of the Bank and to distribute its assets; and
(xii) exercise such other powers as are expressly assigned to the Board of
Governors in this Agreement.
3. The Board of Governors shall retain full power to exercise authority over any matter delegated or assigned to the Board of
Directors under paragraph 2 of this Article, or elsewhere in this Agreement.
Article 25
BOARD OF GOVERNORS: PROCEDURE
1. The Board of Governors shall hold an annual meeting and such other meetings as may be provided for by the Board
or called by the Board of Directors. Meetings of the Board of Governors shall be called, by the Board of Directors, whenever request
ed by no t less than fi ve (5) mem bers of the Bank o r m em bers holding not less than one quarter of the total voting power of
the members.
2. Two-thirds of the Governors shall constitute a quorum for any meeting of the Board of Governors, provided such majority represents
not less than two-thirds of the total voting power of the members.
3. The Board of Governors may by regulation establish a procedure whereby the Board of Directors may, when the latter deems such
action advisable, obtain a vote of the Governors on a specific question without calling a meeting of the Board of Governors.
4. The Board of Governors, and the Board of Directors to the extent aut horized, m ay adopt such rules and regulatio
ns and estab lish such subsi diary bodies as may be necessary or appropriate to conduct the business of the Bank.
Article 26
BOARD OF DIRECTORS: COMPOSITION
1. The Board of Directors shall be composed of twenty-three (23) members who shall not be members of the Board of Governors,
and of whom:
(i) Eleven (11) shall be elected by the Governors representing Belgium, Denmark, France, the Federal Republic of Germany, Greece,
Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, the United Kingdom, the European Economic Community and the European
Investment Bank; and
(ii) Twelve (12) shall be elected by the Governors representing other members, of whom:
(a) four (4), by the Governors representing those countries listed in Annex A as Central and Eastern European countries eligible
for assistance from the Bank;
(b) four (4), by the Governors representing those countries listed in
Annex A as other European countries;
(c) four (4), by the Governors representing those countries listed in
Annex A as non-European countries.
Directors, as well as representing members whose Governors have elected them, may also represent members who assign their votes to
them.
2. Directors shall be persons of high competence in economic and financial matters and shall be elected in accordance with Annex
B.
3. The Board of Governors may increase or decrease the size, or revise the composition, of the Board of Directors, in order to
take into account changes in the number of members of the Bank, by an affirmative vote of not less than two-thirds of the Governors,
representing not less than three-fourths of the total voting power of the members. Without prejudi ce to the exercise of these powers
for subsequent elections, the number and composition of the second Board of Directors shall be as set out in paragraph 1 of this
Article.
4. Each Director shall appoint an Alternate with full power to act for him or her when he or she is not present. Directors and
Alternates shall be nationals of member countries. No member shall be represented by more than one Director. An Alternate may participate
in meetings of the Board but may vote only when he or she is acting in place of his or her principal.
5. Directors shall hold office for a term of three (3) years and may be re- elected; provided that the first Board of Directors
shall be elected by the Board of Governors at its inaugural meeting, and shall hold office until the next immediately following annual
meeting of the Board of Governors or, if that Board shall so decide at that annual meeting, until its next subsequent annual meeting.
They shall continue in office until their successors shall have been chosen and assumed office. If the office of a Director becomes
vacant more than one hundred and eighty (180) days before the end of his or her term, a successor shall be chosen in accordance with
Annex B, for the remainder of the term, by the Governors who elected the former Director. A majority of the votes cast by such Governors
shall be required for such election. If the office of a Director becomes vacant one hundred and eighty (180) days or less before
the end of his or her term, a successor may similarly be chosen for the remainder of the term, by the votes cast by such Governors
who elected the former Director, in which election a majority of the votes cast by such Governors sha ll be re quired. W hile the
offic e remains vacant, the Alternate of the former Director sh all ex ercise the powers of th e latter, except that of appointing
an Alternate.
Article 27
BOARD OF DIRECTORS: POWERS
Without prejudice to the powers of the Board of Governors as provided in Article
24 of this Agreement, the Board of Directors shall be responsible for the direction of the general operations of the Bank and, for
this purpose, shall, in addition to the
powers assigned to it expressly by this Agreement, exercise all the powers delegated to it by the Board of Governors, and in particular:
(i) prepare the work of the Board of Governors;
(ii) in conformity with the general directions of the Board of Governors, establish policies and take decisions concerning loans,
guarantees, investments in equity capital, borrowing by the Bank, the furnishing of technical assistance, and other operations of
the Bank;
Board of Governors at each annual meeting; and
(iv) approve the budget of the Bank.
Article 28
BOARD OF DIRECTORS: PROCEDURE
1. The Board of Directors shall normally function at the principal office of the
Bank and shall meet as often as the business of the Bank may require.
2. A majority of the Directors shall constitute a quorum for any meeting of the Board of Directors, provided such majority represents
not less than two-thirds of the total voting power of the members.
3. The Board of Governors shall adopt regulations under which, if there is no Director of its nationality, a member may send
a representative to attend, without right to vote, any meeting of the Board of Directors when a matter par ticularly affecting that
member is under consideration.
Article 29
VOTING
1. The voting power of each member shall be equal to the number of its subscribed shares in the capital stock of
the Bank. In the event of any member failing to pay any part of the amount due in respect of its obligations in relation to paid-in
shares under Article 6 of this Agreement, such member shall be unable for so long as such f a ilure contin ues to ex er cise that
percent a g e o f its vot ing power which corresponds to the percentage which the amount due but unpaid bears to the total amount
of paid-in shares subscribed to by that member in the capital stock of the Bank.
2. In voting in the Board of Governors, each Governor shall be entitled to cast t h e vo tes of the member he or she repr esents.
Except as ot herwise expressly provided in this Agreement, all matters before the Board of Governors shall be decided by a majority
of the voting power of the members voting.
3. In voting in the Board of Directors each Director shall be entitled to cast the number of votes to which the Governors who
have elected him or her are entitled and those to which any Governors who have assigned their votes to him or her, pursuant t o Secti
on D of A n n e x B, a r e entitled. A Dir ector repre s enting mo re t h an on e member may cast separately the votes of the members
he or she represents. Except as ot he rw i se e xp r essl y pro vi d ed i n th i s A greement, and except fo r general policy decisions
in which cases such policy decisions shall be taken by a majority of not less than two-thirds of the total voting power of the members
voting, all matters before the Board of Directors shall be decided by a majority of the voting power of the members voting.
Article 30
THE PRESIDENT
1. The Board of Governors, by a vote of a majority of the total number of Governors, representing not less than a majority of
the total voting power of the members, shall elect a President of the Bank. The President, while holding office, shall not be a Governor
or a Director or an Alternate for either.
2. The term of office of the President shall be four (4) years. He or she may be re -ele cte d . He or s h e sh all, h o wev
e r, ce as e to hol d offic e w h en the Boa r d of Governors so decides by an affirm ative vote of not less than two-third s of
the Governors, representing not less than two-thirds of the total voting power of the members. If the office of the President for
any reason becomes vacant, the Board of Governors, in accordance with the provisions of paragraph 1 of this Article, shall elect
a successor for up to four (4) years.
3. The President shall not vote, except that he or she may cast a deciding vote in case of an equal division. He or she may participate
in meetings of the Board of Governors and shall chair the meetings of the Board of Directors.
4. The President shall be the legal representative of the Bank.
5. The President shall be chief of the staff of the Bank. He or she shall be responsible for the organisation, appointment and
dismissal of the officers and staff in accordance with re gula ti ons to be a d opted by th e Board of Dire ctors. In appointing
officers and staff, he or she shall, subject to the paramount importance of efficiency and technical competence, pa y due regard
to recruitm ent on a wide geographical basis among members of the Bank.
6. The President shall conduct, under the direction of the Board of Directors, the current business of the Bank.
Article 31
VICE PRESIDENT (S)
1. One or more Vice-Presidents shall be appointed by the Board of Directors on the recommendation of the President. A Vice-President
shall hold office for such term, exercise such authority and perform such functions in the administration of the Bank, as may be
determined by the Board of Directors. In the absence or incapacity of the Pres ident, a Vice-President shall exer cis e the author
it y and perform th e functions of the President.
2. A Vice-President may participate in meetings of the Board of Directors but shall have no vote at such meetings, except that
he or she may cast the deciding vote when acting in place of the President.
Article 32
INTERNATIONAL CHARACTER OF THE BANK
1. The Bank shall not accept Special Funds or other loans or assistance that may in any way prejudice, deflect or otherwise alter
its purpose or functions.
2. The Bank, its President, Vice-President(s), officers and staff shall in their decisions take into account only considerations
relevant to the Bank’s purpose, functions and operations, as set out in this Agreement. Such considerations shall be weighed impartially
in order to achieve and carry out the purpose and functions of the Bank.
discharge of their offices, shall owe their duty entirely to the Bank and to no other authority. Each member of the Bank shall respect
the international character of this duty and shall refrain from all attempts to influence any of them in the discharge of their duties.
Article 33
LOCATION OF OFFICES
1. The principal office of the Bank shall be located in London.
2. The Bank may establish agencies or branch offices in the territory of any member of the Bank.
Article 34
DEPOSITORIES AND CHANNELS OF COMMUNICATION
1. Each member shall designate its central bank, or such other institution as may be agreed upon with the Bank, as a depository
for all the Bank’s holdings of its currency as well as other assets of the Bank.
2. Each member shall designate an appropriate official entity with which the
Bank may communicate in connection with any matter arising under this Agreement.
Article 35
PUBLICATION OF REPORTS AND PROVISION OF INFORMATION
1. The Bank shall publish an annual report containing an audited statement of its accounts and shall circulate to members at
intervals of three (3) months or less a summary statement of its financial position and a profit and loss statement showing the results
of its operations. The financial accounts shall be kept in ECU.
2. The Bank shall report annually on the environmental impact of its activities and may publish such other reports as it deems
desirable to advance its purpose.
3. Copies of all reports, statements and publications made under this Article shall be distributed to members.
Article 36
ALLOCATION AND DISTRIBUTION OF NET INCOME
1. The Board of Governors shall determine at least annually what part of the Bank’s net income, after making provision for
reserves and, if necessary, against possible losses under paragraph 1 of Article 17 of this Agreement, shall be allocated to surplus
or other purposes and what part, if any, shall be distributed. Any such decision on the allocation of the Bank’s net income to
other purposes shall be taken by a majority of not less than two-thirds of the Governors, representing not less than two-thirds of
the total voting power of the members. No such allocation, and no
distribution, shall be made until the general reserve amounts to at least ten (10) per cent of the authorized capital stock.
2. Any distribution referred to in the preceding paragraph shall be made in proportion to the number of paid-in shares held by
each member; provided that in calculating such number account shall be taken only of payments received in cash and promissory notes
encashed in respect of such shares on or before the end of the relevant financial year.
3. Payments to each member shall be made in such manner as the Board of Governors shall determine. Such payments and their use
by the receiving country shall be without restriction by any member.
CHAPTER VII
WITHDRAWAL AND SUSPENSION OF MEMBERSHIP:
TEMPORARY SUSPENSION AND TERMINATION OF OPERATIONS
Article 37
RIGHT OF MEMBERS TO WITHDRAW
1. Any member may withdraw from the Bank at any time by transmitting a notice in writing to the Bank at its principal office.
2. Withdrawal by a member shall become effective, and its membership shall cease, on the date specified in its notice but in
no event less than six (6) months after such notice is received by the Bank. However, at any time before the withdrawal b e co mes
fi nal l y effecti v e, th e memb er may n o t i fy t h e Bank i n wr it ing o f th e cancellation of its notice of intention to
withdraw.
Article 38
SUSPENSION OF MEMBERSHIP
1. If a member fails to fulfil any of its obligations to the Bank, the Bank may suspend its membership by decision of a majority
of not less than two-thirds of the Governors, representing not less than two-thirds of the total voting power of the members. The
member so suspended shall automatically cease to be a member one year from the date of its suspension unless a decision is taken
by not less than the same majority to restore the member to good standing.
2. While under suspension, a member shall not be entitled to exercise any rights under this Agreement, except the right of
withdrawal, but shall remain subject to all its obligations.
Article 39
SETTLEMENT OF ACCOUNTS WITH FORMER MEMBERS
1. After the date on which a member ceases to be a member, such former m e mb er sha ll r e mai n li abl e f o r i t s di rect
o b l i ga tio ns to th e B a nk an d fo r it s contingent liabilities to the Bank so long as any part of the loans, equity investments
or guarantees contracted before it ceased to be a member are outstanding; but it shall cease to incur such liabi lities wi th
resp ect to loan s, equity i nvestment s and
guarantees entered into thereafter by the Bank and to share either in the income or the expenses of the Bank.
2. At the time a member ceases to be a member, the Bank shall arrange for the repurchase of such former member ’s shares as
a part of the settlement of accounts with such former member in accordance with the provisions of this Article. For this purpose,
the repurchase price of the shares shall be the value shown by the books of the Bank on the date of cessation of membership, with
the original purchase price of each share being its maximum value.
3.The payment for shares repurchased by the Bank under this Article shall be governed by the following conditions:
(i) any amount due to the former member for its shares shall be withheld so long as the former mem b er , its ce ntral b a nk
or any of its agencies or instrumentalities remains liable, as borrower or guarantor, to the Bank and such amount may, at the option
of the Bank, be applied on any such liability as it matures. No amount shall be withheld on account of the liability of the form
er member resulting from its subscription for shares in accordance with paragraphs 4, 5 and 7 of Article 6 of this Agreement. In
any event, no amount due to a member for its shares shall be paid until six (6) months after the date upon which the member ceases
to be a member;
(ii) payments for shares may be made from time to time, upon their surrender by the former me mber, to the extent by
which the amount due as the re pu rc hase p r ice i n acc orda nce w i t h p a ragrap h 2 o f t h i s A r ti cl e e x ce eds t h
e aggregate amount of liabilities on loans, equity investments and guarantees in sub- paragraph (i) of this paragraph until th e
former member has received the full repurchase price;
(iii) payments shall be made on such conditions and in such fully convertible currencies, or ECU, and on such dates,
as the Bank determines; and
(iv) if losses are sustained by the Bank on any guarantees, participations in loans, or loans which were outstanding on the date
when the member ceased to be a member, or if a net loss is sustained by the Bank on equity investments held by it on suc h da te
, an d t h e a m ou nt of suc h l o sse s e x c eeds the amount of the rese rves provided against losses on the date when the member
ceased to be a member, such former member shall repay, upon demand, the amount by which the repurchase price of its shares would
have been reduced if the losses had been taken into account when the repurchase price was determined. In addition, the former member
shall remain liable on any call for unpaid subscriptions under paragraph 4 of Article 6 of this Agreement, to the extent that it
woul d have been required to respond if the im pair ment of capital had oc curred and th e call ha d been m ade at the time th e
repurchase price of its shares was determined.
4. If the Bank terminates its operations pursuant to Article 41 of this Agreement within six (6) months of the date
upon which any member ceases to be a member, all rights of such former member shall be determined in accordance with the provisions
of Articles 41 to 43 of this Agreement.
Article 40
TEMPORARY SUSPENSION OF OPERATIONS
In an emergency, the Board of Directors may suspend temporarily operations in respect of new loans, guarantees, underwriting,
technical assistance and equity
investments pending an opportunity for further consideration and action by the
Board of Governors.
Article 41
TERMINATION OF OPERATIONS
The Bank may terminate its operations by the affirmative vote of not less than two-thirds of the Governors, representing not less
than three-fourths of the total voting power of the members. Upon such termination of operations the Bank shall forthwith cease
all activities, except those incident to the orderly realization, conservation and preservation of its assets and settlement
of its obligations.
Article 42
LIABILITY OF MEMBERS AND PAYMENT OF CLAIMS
1. In the event of termination of the operations of the Bank, the liability of all members for uncalled subscriptions to the
capital stock of the Bank shall continue until all claims of credit ors, incl ud ing al l c ont ing e nt claims, shall have been
discharged.
2. Creditors on ordinary operations holding direct claims shall be paid first out of the assets of the Bank, secondly out of
the payments to be made to the Bank in respect of unpaid paid-in shares, and then out of payments to be made to the Bank in respect
of callable capital stock. Before making any payments to creditors holding direct claims, the Board of Directors shall make such
arrangements as are necessary, in its judgment, to ensure a pro rata distribution among holders of direct and holders of contingent claims.
Article 43
DISTRIBUTION OF ASSETS
1. No distribution under this Chapter shall be made to members on account of their subscriptions to the capital stock of the
Bank until:
(i) all liabilities to creditors have been discharged or provided for; and
(ii) the Board of Governors has decided by a vote of not less than two- thirds of the Governors, representing not less than three-fourths
of the total voting power of the members, to make a distribution.
2. Any distribution of the assets of the Bank to the members shall be in proportion to the capital stock held by
each member and shall be effected at such times and under such conditions as the Bank shall deem fair and equitable . The shares
of assets distributed need not be uniform as to type of assets. No member shall be entitled to receive its share in such a distribution
of assets until it has settled all of its obligations to the Bank.
3. Any member receiving assets distributed pursuant to this Article shall enjoy the sam e rights wi th resp ect to such asset
s as the Bank enjoyed p r io r to their distribution.
CHAPTER VIII
STATUS, IMMUNITIES, PRIVILEGES AND EXEMPTIONS Article 44
PURPOSES OF CHAPTER
To enable the Bank to fulfil its purpose and the functions with which it is entrusted, the status, immunities, privileges
and exemptions set forth in this Chapter shall be accorded to the Bank in the territory of each member country.
Article 45
STATUS OF THE BANK
The Bank shall possess full legal personality and, in particular, the full legal capacity:
(i) to contract;
(ii) to acquire, and dispose of, immovable and movable property; and
(iii) to institute legal proceedings.
Article 46
POSITION OF THE BANK WITH REGARD TO JUDICIAL PROCESS
Actions may be brought against the Bank only in a court of competent jurisdiction in the territory of a country in which the Bank
has an office, has appointed an agent for the purpose of accepting service or notice of process, or has issued or guaranteed securities.
No actions shall, however, be brought by members or persons acting for or deriving claims from members. The property and
assets of the Bank shall, wheresoever located and by whomsoever held, be immune from all forms of seizure, attachment or execution
before the delivery of final judgment against the Bank.
Article 47
IMMUNITY OF ASSETS FROM SEIZURE
Property and assets of the Bank, wheresoever located and by whomsoever held, shall be immune from search, requisition, confiscation,
expropriation or any other form of taking or foreclosure by executive or legislative action.
Article 48
IMMUNITY OF ARCHIVES
The archives of the Bank, and in general all documents belonging to it or held by it, shall be inviolable.
Article 49
FREEDOM OF ASSETS FROM RESTRICTIONS
To the extent necessary to carry out the purpose and functions of the Bank and subject to the provisions of this Agreement, all property
and assets of the Bank shall be free from restrictions, regulations, controls and moratoria of any nature.
Article 50
PRIVILEGE FOR COMMUNICATIONS
The official communications of the Bank shall be accorded by each member the same treatment that it accords to the official communications
of any other member.
Article 51
IMMUNITIES OF OFFICERS AND EMPLOYEES
All Governors, Directors, Alternates, officers and employees of the Bank and experts performing missions for the Bank shall be
immune from legal process with respect to acts performed by them in their official capacity, except when the Bank waives this immunity,
and shall enjoy inviolability of all their official papers and documents. This immunity shall not apply, however, to civil liability
in the case of damage arising from a road traffic accident caused by any such Governor Director, Alternate, officer, employee or
expert.
Article 52
PRIVILEGES OF OFFICERS AND EMPLOYEES
1. All Governors, Directors, Alternates, officers and employees of the Bank and experts of the Bank performing missions for the
Bank:
(i) not being local nationals, shall be accorded the same immunities from imm igrati on restrictio ns, alien registra ti on requirements
and nation a l servi c e obligations, and the same facilities as regards exchange regulations, as are accorded by members to the
representatives, officials, and employees of comparable rank of other members; and
(ii) shall be granted the same treatment in respect of travelling facilities as is accorded by members to representatives, officials
and employees of comparable rank of other members.
2. The spouses and immediate dependants of those Directors, Alternate Directors, officers , empl oyees and experts of
th e Bank who are resident in the country in which the principal office of the Bank is located shall be accorded opportunity to tak
e em ployment i n that country. The spou ses and imm edi a te dependants of those Directors, Alternate Directors, officers, employees
and experts of the Bank who are resident in a country in which any agency or branch office of the Bank is located should, wherever
possible, in accordance with the national law of that coun try, be acco r ded simi lar oppo rtunit y in th at country. The Bank shall
negotiate specific agreements implementing the provisions of this paragraph with the
country in which the principal office of the Bank is located and, as appropriate, with the other countries concerned.
Article 53
EXEMPTION FROM TAXATION
1. Within the scope of its official activities the Bank, its assets, property, and income shall be exempt from all direct taxes.
2. When purchases or services of substantial value and necessary for the exercise of the official activities of the
Bank are made or used by the Bank and when the price of such purchases or services includes taxes or duties, the member that has
levied the taxes or duties shall, if they are identifiable, take appropriate measures to grant exemption from such taxes or duties
or to provide for their reimbursement.
3. Goods imported by the Bank and necessary for the exercise of its official activities shall be exempt from all import duties
and taxes, and from all import prohibitions and restrictions. Similarly goods exported by the Bank and necessary for the exercise
of its official activities shall be exempt from all export duties and taxes, and from all export prohibitions and restrictions.
4. Goods acquired or imported and exempted under this Article shall not be sold, hired out, lent or given away against payment
or free of charge, except in accordance with condit i ons laid down by the m e mbers wh ich have granted exemptions or reimbursements.
5. The provisions of this Article shall not apply to taxes or duties which are no more than charges for public utility services.
6. Directors, Alternate Directors, officers and employees of the Bank shall be subject to an internal eff ecti v e ta x fo r
th e b e nef i t of the Bank on sala ries and emoluments paid by the Bank, subject to conditions to be laid down and rules to be
adopted by the Board of Governors within a period of one year from the date of entry into force of this Agreement. From the date
on which this tax is applied, such salaries and emoluments shall be exempt from national income tax. The members may, however, take
into account the salaries and emoluments thus exempt when assessing the amount of tax to be applied to income from other sources.
7. Notwithstanding the provisions of paragraph 6 of this Article, a member may deposit, with its instrument of ratification,
acceptance or approval, a declaration that such member retains for itself, its political subdivisions or its local authorities the
right to tax salaries and emoluments paid by the Bank to citizens or nationals of such m em ber. The Bank shall be exempt from any
obligation for the payment, withholding or collection of such taxes. The Bank shall not make any reimbursement for such taxes.
8. Paragraph 6 of this Article shall not apply to pensions and annuities paid by the Bank.
9. No tax of any kind shall be levied on any obligation or security issued by the
Bank, including any dividend or interest thereon, by whomsoever held:
(i) which discriminates against such obligation or security solely because it is issued by the Bank, or
(ii) if the sole jurisdictional basis for such taxation is the place or currency in which it is issued, made payable
or paid, or the location of any office or
place of business maintained by the Bank.
10. No tax of any kind shall be levied on any obligation or security guaranteed by the Bank, including any dividend or interest
thereon, by whomsoever held:
(i) which discriminates against such obligation or security solely because it is guaranteed by the Bank, or
(ii) if the sole jurisdictional basis for such taxation is the location of any office or place of business maintained by the Bank.
Article 54
IMPLEMENTATION OF CHAPTER
Each member shall promptly take such action as is necessary for the purpose of implementing the provisions of this Chapter and
shall inform the Bank of the detailed action which it has taken.
Article 55
WAIVER OF IMMUNITIES, PRIVILEGES AND EXEMPTIONS
The immunities, privileges and exemptions conferred under this Chapter are granted in the interest of the Bank. The Board
of Directors may waive to such extent and upon such conditions as it may determine any of the immunities, privileges and exemptions
conferred under this Chapter in cases where such action would, in its opinion, be appropriate in the best interests of the Bank.
The President shall have the right and the duty to waive any immunity, privilege or exemption in respect of any officer, employee
or expert of the Bank, other than the President or a Vice-President, where, in his or her opinion, the immunity, privilege or exemption
would impede the course of justice and can be waived without prejudice to the interests of the Bank. In similar circumstances and
under the same conditions, the Board of Directors shall have the right and the duty to waive any immunity, privilege or exemption
in respect of the President and each Vice President.
CHAPTER IX
AMENDMENTS, INTERPRETATION, ARBITRATION Article 56
AMENDMENTS
1. Any proposal to amend this Agreement, whether emanating from a member, a Governor or the Board of Directors, shall be communicated
to the Chairman of the Board of Governors who shall bring the proposal before that Board. If the proposed amendment is approved by
the Board the Bank shall, by any rapid means of communication, ask all membe rs whether they acce pt the proposed amendment. When
not less than three-fourths of the members (including at least two countries from Central and Eastern Europe listed in Annex A),
having not less than four-fifths of the total voting power of the members, have accepted the proposed amendment, the Bank shall certify
that fact by formal communication addressed to all members.
2. Notwithstanding paragraph 1 of this Article:
(i) acceptance by all members shall be required in the case of any amendment modifying;
(a) the right to withdraw from the Bank;
(b) the rights pertaining to purchase of capital stock provided for in paragraph 3 of Article 5 of this Agreement;
(c) the limitations on liability provided for in paragraph 7 of
Article 5 of this Agreement; and
(d) the purpose and functions of the Bank defined by Articles 1 and
2 of this Agreement;
(ii) acceptance by not less than three-fourths of the members having not less than eighty-five (85) percent of the total voting
power of the members shall be required in the case of any amendment modifying paragraph 4 of Article 8 of this Agreement.
When the requirements for accepting any such proposed amendment have been met, the Bank shall certify that fact by formal
communication addressed to all members.
3. Amendments shall enter into force for all members three (3) months after the date of the formal communication provided for
in paragraphs 1 and 2 of this Article unless the Board of Governors specifies a different period.
Article 57
INTERPRETATION AND APPLICATION
1. Any question of interpretation or application of the provisions of this Agreement arising between any member and
the Bank, or between any members of the Bank, shall be submitted to the Board of Directors for its decision. If there is no Director
of its nationality in that Board, a member particularly affected by the question under consideration shall be entitled to direct
representation in the meeting of the Board of Directors during such consideration. The representative of such member shall, however,
have no vote. Such right of representation shall be regulated by the Board of Governors.
2. In any case where the Board of Directors has given a decision under paragraph 1 of this Article, any member may
require that the question be referred to the Board of Governors, whose decision shall be final. Pending the decision of the Board
of Governors, the Bank may, so far as it deems it necessary, act on the basis of the decision of the Board of Directors.
Article 58
ARBITRATION
If a disagreement should arise between the Bank and a member which has ceased to be a member, or between the Bank and any member after
adoption of a decision to terminate the operations of the Bank, such disagreement shall be submitted to arbitration by
a tribunal of three (3) arbitrators, one appointed by the Bank, another by the member or former member concerned, and the
third, unless the parties otherwise agree, by the President of the International Court of Justice or such other
authority as may have been prescribed by regulations adopted by the Board of Governors. A majority vote of the arbitrators
shall be sufficient to reach a decision which shall be final and binding upon the parties. The third arbitrator shall have full power
to settle all questions of procedure in any case where the parties are in disagreement with respect thereto.
Article 59
APPROVAL DEEMED GIVEN
Whenever the approval or the acceptance of any member is required before any act may be done by the Bank, except under Article 56
of this Agreement, approval or acceptance shall be deemed to have been given unless the member presents an objection within
such reasonable period as the Bank may fix in notifying the member of the proposed act.
CHAPTER X
FINAL PROVISIONS
Article 60
SIGNATURE AND DEPOSIT
1. This Agreement, deposited with the Government of the French Republic (hereinafter called "the Depository"), shall
remain open until 31 December 1990 for signature by the prospective members whose names are set forth in Annex A to this Agreement.
2. The Depository shall communicate certified copies of this Agreement to all the Signatories.
Article 61
RATIFICATION, ACCEPTANCE OR APPROVAL
1. The Agreement shall be subject to ratification, acceptance or approval by the Signatories. Instruments of ratification, acceptance
or approval shall, subject to paragraph 2 of this Article, be deposited with the Depository not later than 31 March
1991. The Depository shall duly notify the other Signatories of each deposit and the date thereof.
2. Any Signatory may become a party to this Agreement by depositing an instrument of ratification, acceptance or approval
until one year after the date of its entry into force or, if necessary, until such later date as may be decided by a majority of
Governors, representing a majority of the total voting power of the members.
3. A Signatory whose instrument referred to in paragraph 1 of this Article is deposited before the date on which this Agreement
enters into force shall become a member of the Bank on that date. Any other Signatory which complies with the provisions of the preceding
paragraph shall become a member of the Bank on the date on which its instrument of ratification, acceptance or approval is deposited.
Article 62
ENTRY INTO FORCE
1. This Agreement shall enter into force when instruments of ratification, acceptance or ap proval have been d e posited
by Signatories whose initial subscriptions represent not less than two thirds of the total subscriptions set forth in Annex A including
at least two countries from Central and Eastern Europe listed in Annex A.
2. If this Agreement has not entered into force by 31 March 1991, the Depository ma y convene a c o nference of in
te r e ste d p r o s p ect iv e m e m b e r s t o determine the future course of action and decide a new date by which instruments
of ratification, acceptance or approval shall be deposited.
Article 63
INAUGURAL MEETING AND COMMENCEMENT OF OPERATIONS
1. As soon as this Agreement enters into force under Article 62 of this Agreement, each member shall appoint a Governor.
The Depository shall call the first meeting of the Board of Governors within sixty (60) days of entry into force of this Agreement
under Article 62 or as soon as possible thereafter.
2. At its first meeting, the Board of Governors: (i) shall elect the President;
(ii) shall elect the Directors of the Bank in accordance with Article 26 of this Agreement;
(iii) shall make arrangements for determining the date of the commencement of the Bank’s operations;
and
(iv) shall make such other arrangements as appear to it necessary to prepare for the commencement of the Bank’s operations.
3. The Bank shall notify its members of the date of commencement of its operations.
Done at Paris on 29 May 1990 in a single original, whose English, French, German and Russian texts are equally authentic,
which shall be deposited in the archives of the Depository which shall transmit a duly certified copy to each of the other prospective
members whose names are set forth in Annex A.
ANNEX A
INITIAL SUBSCRIPTIONS TO THE AUTHORIZED CAPITAL STOCK FOR PROSPECTIVE MEMBERS WHICH MAY BECOME MEMBERS
IN ACCORDANCE WITH ARTICLE 61
NUMBER CAPITAL
OF SHARES SUBSCRIPTION (in million Ecus)
A - | European Communities a) Belgium | 22 800 | 228.00 |
Denmark | 12 000 | 120.00 | |
France | 85 175 | 851.75 | |
Germany, Federal Republic of | 85 175 | 851.75 | |
Greece | 6 500 | 65.00 | |
Ireland | 3 000 | 30.00 | |
Italy | 85 175 | 851.75 | |
Luxembourg | 2 000 | 20.00 | |
Netherlands | 24 800 | 248.00 | |
Portugal | 4 200 | 42.00 | |
Spain | 34 000 | 340.00 | |
United Kingdom | 85 175 | 851.75 | |
b) European Economic Community | 30 000 | 300.00 | |
European Investment Bank | 30 000 | 300.00 | |
B - | Other European Countries Austria | 22 800 | 228.00 |
Cyprus | 1 000 | 10.00 | |
Finland | 12 500 | 125.00 | |
Iceland | 1 000 | 10.00 | |
Israel | 6 500 | 65.00 | |
Liechtenstein | 200 | 2.00 | |
Malta | 100 | 1.00 | |
Norway | 12 500 | 125.00 | |
Sweden | 22 800 | 228.00 | |
Switzerland | 22 800 | 228.00 | |
Turkey | 11 500 | 115.00 | |
C - | Recipient countries Bulgaria | 7 900 | 79.00 |
Czechoslovakia | 12 800 | 128.00 | |
German Democratic Republic | 15 500 | 155.00 | |
Hungary | 7 900 | 79.00 | |
Poland | 12 800 | 128.00 | |
Romania | 4 800 | 48.00 | |
Union of Soviet Socialist Republics | 60 000 | 600.00 | |
Yugoslavia | 12 800 | 128.00 |
D - | Non-European Countries Australia | 10 000 | 100.00 |
Canada | 34 000 | 340.00 | |
Egypt | 1 000 | 10.00 | |
Japan | 85 175 | 851.75 | |
Korea, Republic of | 6 500 | 65.00 | |
Mexico | 3 000 | 30.00 | |
Morocco | 1 000 | 10.00 | |
New Zealand | 1 000 | 10.00 | |
United States of America | 100 000 | 1000.00 | |
E - | Non allocated shares TOTAL | 125 | 1.25 |
1 000 000 | 10000.00 |
(*) Prospective members are listed under the above categories only for the purpose of this Agreement. Recipient countries are referred to elsewhere in this Agreement as Central and Eastern European countries.
ANNEX B
SECTION A - ELECTION OF DIRECTORS BY GOVERNORS REPRESENTING BELGIUM, DENMARK, FRANCE, THE FEDERAL REPUBLIC OF GERMANY, GREECE, IRELAND,
ITALY, LUXEMBOURG, THE NETHERLANDS, PORTU- GAL, SPAIN, THE UNITED KINGDOM, THE EUROPEAN ECONOMIC COM- MUNITY AND THE EUROPEAN INVESTMENT
BANK (HEREINAFTER
REFERRED TO AS SECTION A GOVERNORS).
1. The provisions set out below in this Section shall apply exclusively to this
Section.
2. Candidates for the office of Director shall be nominated by Section A Governors, provided that a Governor may nominate
only one person. The election of Directors shall be by ballot of Section A Governors.
3. Each Governor eligible to vote shall cast for one person all of the votes to which the member appointing him or her is entitled
under paragraphs 1 and 2 of Article 29 of this Agreement.
4. Subject to paragraph 10 of this Section, the 11 persons receiving the highest number of votes shall be Directors, except that
no person who receives less than 4.5 per cent of the total of the votes which can be cast (eligible votes) in Section A shall be
considered elected.
5. Subject to paragraph 10 of this Section, if 11 persons are not elected on the first ballot, a second ballot shall be held
in which, unless there were no more than 11 candidates, the person who received the lowest number of votes in the first ballot shall
be ineligible for election and in which there shall vote only:
(a) those Governors who voted in the first ballot for a person not elected;
and
(b) those Governors whose votes for a person elected are deemed under paragraphs 6 and 7 below of this Section to have raised the
votes cast for that person above 5.5 per cent of the eligible votes.
6. In determining whether the votes cast by a Governor are deemed to have raised the total votes cast for any person above 5.5
per cent of the eligible votes, the
5.5 per cent shall be deemed to include, first, the votes of the Governor casting the largest number of votes for such person, then
the votes of the Governor casting the next largest number and so on, until 5.5 per cent is reached.
7. Any Governor, part of whose votes must be counted in order to raise the total of votes cast for any person above 4.5 per cent
shall be considered as casting all of his or her votes for such person, even if the total votes for such person thereby exceed 5.5
per cent and shall not be eligible to vote in a further ballot.
8. Subject to paragraph 10 of this Section, if, after the second ballot, 11 persons have not been elected, further
ballots shall be held in conformity with the principles and procedures laid down in this Section, until 11 persons have been elected,
provided that, if at any stage 10 persons are elected, notwithstanding the provisions of paragraph 4 of this Sectio n, the 11th may
be elected by a simple majority of the remaining votes cast.
9. In the case of an increase or decrease in the number of Directors to be elected by Section A Governors, the minimum and maximum
percentages specified in paragraphs 4, 5, 6 and 7 of this Section shall be appropriately adjusted by the Board of Governors.
10. So long as any Signatory, or group of Signatories, whose share of the total amount of capital subscriptions provided in Annex
A is more than 2.4 per cent, has no t d e posit ed i t s i n strumen t o r thei r i n strum e nts of rat i fi catio n, app r o v
al or ac c epta n ce , ther e sha ll be no e l ec tion for one Director in respect of each such Signatory or group of Signatories.
The Governor or Governors representing such a Signatory or group of Signatories shall elect a Director in respect of each Signatory
or group of Signatories, immediately after the Signatory becomes a member or the group of Signatories become members. Such Director
shall be deemed to have been elected by the Board of Governors at its inaugur al meeting, in accordance with paragraph 3 of Article
26 of this Agreement, if he or she is elected during the period in which the first Board of Directors shall hold office.
SECTION B - ELECTION OF DIRECTORS BY GOVERNORS REPRESENTING OTHER COUNTRIES.
Section B (i) - Election of Directors by Governors representing those countries listed in Annex A as Central and Eastern European
Countries (recipient countries) (hereinafter referred to as Section B (i) Governors).
1. The provisions set out below in this Section shall apply exclusively to this
Section.
2. Candidates for the office of Director shall be nominated by Section B (i) Governors, provided that a Governor may nominate
only one person. The election of Directors shall be by ballot of Section B (i) Governors.
3. Each Governor eligible to vote shall cast for one person all of the votes to which the member appointing him or her is entitled
under paragraphs 1 and 2 of Article 29 of this Agreement.
4. Subject to paragraph 10 of this Section, the 4 persons receiving the highest number of votes shall be Directors, except that
no person who receives less than 12 per cent of the total of the votes which can be cast (eligible votes) in Section B (i) shall
be considered elected.
5. Subject to paragraph 10 of this Section, if 4 persons are not elected on the first ballot, a second ballot shall be held in
which, unless there were no more than 4 candidates, the person who received the lowest number of votes in the first ballot shall
be ineligible for election and in which there shall vote only:
and
(b) those Governors whose votes for a person elected are deemed under paragraphs 6 and 7 below of this Section to have raised the
votes cast for that person above 13 per cent of the eligible votes.
6. In determining whether the votes cast by a Governor are deemed to have raised the total votes cast for any person above 13
per cent of the eligible votes, the
13 per cent shall be deemed to include, first, the votes of the Governor casting the
largest number of votes for such person, then the votes of the Governor casting the next largest number and so on, until 13 per cent
is reached.
7. Any Governor, part of whose votes must be counted in order to raise the total of votes cast for any person above 12 per cent
shall be considered as casting all of his or her votes for such person, even if the total votes for such person thereby exceed 13
per cent and shall not be eligible to vote in a further ballot.
8. Subject to paragraph 10 of this Section, if, after the second ballot, 4 persons have not been elected, further ballots shall
be held in conformity with the principles and procedures laid down in this Section, until 4 persons have been elected, provided th
at, if at any stage 3 persons are elected, notwithstandi ng the provisio n s of paragraph 4 of this Section, the 4th may be elected
by a simple m ajority of the remaining votes cast.
9. In the case of an increase or decrease in the number of Directors to be elected b y Sectio n B (i) Go vern ors, the minimu
m and max imum percentages specified in paragraphs 4, 5, 6 and 7 of this Section shall be appropriately adjusted by the Board of
Governors.
10. So long as any Signatory, or group of Signatories, whose share of the total amount of capital subscriptions provided in Annex
A is more than 2.8 per cent, has n o t d e po si t e d i t s i n s t r u m e nt or th ei r in st ru m e nt s of rat i f i cati o
n, ap p r o v al or ac ce ptan ce, ther e sh all be no el ection for one Director in resp ect of each su ch Signatory or group of
Signatories. The Governor or Governors representing such a Signatory or group of Signatories shall elect a Director in respect of
each Signatory or group of Signatories, immediately after the Signatory becomes a member or the group of Signatories become members.
Such Director shall be deemed to have been elected by the Board of Governors at its inaugural meeting, in accordance with paragraph
3 of Article 26 of this Agreement, if he or she is elected during the period in which the first Board of Directors shall hold office.
Section B (ii) - Election of Directors by Governors representing those countries listed in Annex A as other European countries (hereinafter
referred to as Section B (ii) Governors).
1. The provisions set out below in this Section shall apply exclusively to this
Section.
2. Candidates for the office of Director shall be nominated by Section B (ii) Governors, provided that a Governor may nominate
only one person. The election of Directors shall be by ballot of Section B (ii) Governors.
3. Each Governor eligible to vote shall cast for one person all of the votes to which the member appointing him or her is entitled
under paragraphs 1 and 2 of Article 29 of this Agreement.
4. Subject to paragraph 10 of this Section, the 4 persons receiving the highest number of votes shall be Directors, except that
no person who receives less than 20.5 per cent of the votes which can be cast (eligible votes) in Section B (ii) shall be
considered elected.
5. Subject to paragraph 10 of this Section, if 4 persons are not elected on the first ballot, a second ballot shall be held in
which, unless there were no more than 4 candidates, the person who received the lowest number of votes in the first ballot shall
be ineligible for election and in which there shall vote only:
(a) those Governors who voted in the first ballot for a person not elected;
and
(b) those Governors whose vote for a person elected are deemed under paragraphs 6 and 7 below of this Section to have raised
the votes cast for that person above 21.5 per cent of the eligible votes.
6. In determining whether the votes cast by a Governor are deemed to have raised the total votes cast for any person above 21.5 per cent of the eligible votes, the
21.5 per cent shall be deemed to include, first, the votes of the Governor casting the largest number of votes for such person, then
the votes of the Governor casting the next largest number and so on, until 21.5 per cent is reached.
7. Any Governor, part of whose votes must be counted in order to raise the total of votes cast for any person above 20.5 per cent shall be considered as casting all of his or her votes for such person, even if the total votes for such person
thereby exceed 21.5 per cent and shall not be eligible to vote in a further ballot.
8. Subject to paragraph 10 of this Section, if, after the second ballot, 4 persons have not been elected, further ballots shall
be held in conformity with the principles and procedures laid down in this Section, until 4 persons have been elected, provided that,
if at any stage 3 persons are elected, not withstanding the provisions of paragraph 4 of this Section, the 4th may be elected by
a simple major ity of the remaining votes cast.
9. In the case of an increase or decrease in the number of Directors to be el ected by Section B (ii) Governors, the minim um and m a ximum p e rcentages
specified in paragraphs 4, 5, 6 and 7 of this Section shall be appropriately adjusted by the Board of Governors.
10. So long as any Signatory, or group of Signatories, whose share of the total amount of capital subscriptions provided in Annex
A is more than 2.8 per cent, has no t d e posit ed i t s i n strumen t o r thei r i n strum e nts of rat i fi catio n, app r o v
al or ac c epta n ce , ther e sha ll be no e l ec tion for one Director in respect of each such Signatory or group of Signatories.
The Governor or Governors representing such a Signatory or group of Signatories shall elect a Director in respect of each Signatory
or group of Signatories, immediately after the Signatory becomes a member or the group of Signatories become members. Such Director
shall be deemed to have been elected by the Board of Governors at its inaugur al meeting, in accordance with paragraph 3 of Article
26 of this Agreement, if he or she is elected during the period in which the first Board of Directors shall hold office.
Section B(iii) - Election of Directors by Governors representing those countries listed in Annex A as Non-European Countries (hereinafter
referred to as Section B (iii) Governors).
1. The provisions set out below in this Section shall apply exclusively to this
Section.
2. Candidates for the office of Director shall be nominated by Section B (iii) Governors, provided that a Governor may nominate
only one person. The election of Directors shall be by ballot of Section B (iii) Governors.
which the member appointing him or her is entitled under paragraphs 1 and 2 of
Article 29 of this Agreement.
4. Subject to paragraph 10 of this Section, the 4 persons receiving the highest number of votes shall be Directors, except that
no person who receives less than 8 per cent of the total of the votes which can be cast (eligible votes) in Section B (iii) shall
be considered elected.
5. Subject to paragraph 10 of this Section, if 4 persons are not elected on the first ballot, a second ballot shall be held in
which, unless there were no more than 4 candidates, the person who received the lowest number of votes in the first ballot shall
be ineligible for election and in which there shall vote only:
(a) those Governors who voted in the first ballot for a person not elected;
and
(b) those Governors whose votes for a person elected are deemed under paragraphs 6 and 7 below of this Section to have raised
the votes cast for that person above 9 per cent of the eligible votes.
6. In determining whether the votes cast by a Governor are deemed to have raised the total votes cast for any person above 9
per cent of the eligible votes, the 9 per cent shall be deemed to include, first, the votes of the Governor casting the largest number
of votes for such person, then the votes of the Governor casting the next largest number and so on, until 9 per cent is reached.
7. Any Governor, part of whose votes must be counted in order to raise the total of votes cast for any person above 8 per cent
shall be considered as casting all of his or her votes for such person, even if the total votes for such person thereby exceed 9
per cent and shall not be eligible to vote in a further ballot.
8. Subject to paragraph 10 of this Section, if, after the second ballot, 4 persons have not been elected, further ballots shall
be held in conformity with the principles and procedures laid down in this Section, until 4 persons have been elected, provided th
at, if at any stage 3 persons are elected, notwithstandi ng the provisio n s of paragraph 4 of this Section, the 4th may be elected
by a simple m ajority of the remaining votes cast.
9. In the case of an increase or decrease in the number of Directors to be el ected by Sectio n B (ii i ) Go vernors, the m i nimu m and m a xim u
m percent ages specified in paragraphs 4, 5, 6, and 7 of this Section shall be appropriately adjusted by the Board of Governors.
10. So long as any Signatory, or group of Signatories, whose share of the total amount of capital subscriptions provided in Annex
A is more than 5 per cent, has not deposited its instrument or their instruments of ratification, approval or acceptance, there shall
be no election for one Director in respect of each such Signatory or group of Signatories. The Governor or Governors representing
such a Signatory or group of Signatories sha ll elec t a Dire ctor in r e s p ect o f each S i g n at or y o r gr ou p of Signatories,
immediately after the Signatory becomes a member or the group of Signatories become members. Such Director shall be deemed to have
been elected by the Board of Governors at its inaugural meeting, in accordance with paragraph 3 of Article 26 of this Agreement,
if he or she is elected during the period in which the first Board of Directors shall hold office.
SECTION C - ARRANGEMENTS FOR THE ELECTION OF DIRECTORS REP- RESENTING COUNTRIES NOT LISTED IN ANNEX A.
If the Board of Governors decides, in accordance with paragraph 3 of Article 26 of this Agreement, to increase or decrease the size,
or revise the composition, of the Board of Directors, in order to take into account changes in the number of members of the Bank,
the Board of Governors shall first consider whether any amendments are required to this Annex, and may make any such amendments
as it deems necessary as part of such decision.
SECTION D - ASSIGNMENT OF VOTES.
Any Governor who does not participate in voting for the election or whose vote does not contribute to the election of a Director under
Section A or Section B (i) or Section B (ii) or Section B (iii) of this Annex may assign the votes to which he or she is entitled
to an elected Director, provided that such Governor shall first have obtained the agreement of all those Governors who have elected
that Director to such assignment.
A decision by any Governor not to participate in voting for the election of a Director shall not affect the calculation of
the eligible votes to be made under Section A, Section B (i), Section B (ii) or Section B (iii) of this Annex.
M. Chairman
To the Chairman of the Conference on the Establishment of the European Bank for
Reconstruction and Development
As you know, the initiative of the President of France M. P. Mitterrand to establish the European Bank for Reconstruction and
Development for the purpose of facilitating the transition of Central and Eastern European countries towards market- oriented
economies has found understanding and support on behalf of the Soviet authorities. The Soviet delegation participated in the sessions
of talks on drafting the constituent documents of the Bank. As a result the constituent countries have reached considerable
progress in drawing up the Agreement establishing the European Bank for Reconstruction and Development.
At the same time, certain difficulties largely stem from fears of a number of countries that due to the size of its economy
the Soviet Union may become the principal recipient of credits of the Bank and therefore will narrow its capacity to extend aid to
other Central and Eastern European Countries.
In this connection, I would like to assure you dear Mr. Chairman, that the intentions of the Soviet Union to become an
equal member of the Bank account primarily for its will to establish a new institution of multilateral co-operation so as to foster
historical reforms on the European continent.
I would like to inform you that my government is prepared to limit its access to the Bank’s resources, pursuant to paragraph 4 of
Article 8 of the Articles of Agreement of the Bank, for a period of three years starting from the entry into force of the Articles
of Agreement of the Bank.
During that period, the Soviet Union wishes that the Bank will provide technical assistance and other types of assistance directed
to finance its private sector, to facilitate the transition of State-owned enterprises to private sector ownership and control and
to help enterprises operating competitively and moving to participation in the market-oriented economy, subject to the proportion
set forth in paragraph 3 of Article 11 of this Agreement. The total amount of any assistance thus provided by the Bank would not
exceed the total amount of the cash disbursed and the promissory notes issued by the Soviet Union for its shares.
I am confident that continuing economic reforms in the Soviet Union will inevitably promote the expansion of the Bank’s
activities into the territory of the Soviet Union. However, the USSR, being interested in securing the multilateral character
of the Bank, will not choose that at any time in future the Soviet borrowings will exceed an amount consistent
with maintaining the necessary diversity in the bank’s operations and prudent limits on its exposure.
Please accept, Mr. Chairman, the assurances of my highest consideration.
Head of Soviet Delegation
Chairman of the Board of the State Bank of the U S S R
Victor V. Gerashcenko
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