ANDEAN DEVEWFMENT CORpoRlTlON AGREEMENT 1

A d THE ANDEAN DEVELOPMENT CORPORATION
AGREEMENT ACT

12 otlm.

[26rh March, 1999.1

1. This Act may be cited as the Andean Development shorttth.
Corporation Agreement Act.

IDtUprda-
tion. 2. In this Act-

“the Corporation” means the Andean Development
Corporation established by the Corporation Agree-
ment;

“the Corporation Agreement” means the Agreement
done at Bogota, Republic of Colombia on the 7th
day of February, 1968 for the establishment and
operation of an international body to be called the
Andean Development Corporation, the text of
which is set out in Part I of the Schedule;

“the Operating Conditions Agreement” means the
Agreement Relating to Operating Conditions of
the Corporation, the text of which is set out in

“the Subscription Agreement” means the Agreement
for the Subscription of Common Capital Stock of
the Corporation, the text of which is set out in
Part III of the Schedule.

S C b d d C .
Pan L

Part I1 of the Schedule; P8n 11.

Wltm

3.41) The Minister responsible for finance is authorized ~ ~ a ~ m
to pay for the account of Jamaica the amounts payable
from time to time to the Corporation under the Subscription
Agreement and the Operating Conditions Agreement :

Provided that the Bank of Jamaica may from time to
time, subject to the terms of any agreement made by that

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2 ANDEAN DEYELQPMENT CORPORATION AGREEMENT

Bank with the Gokernment, pay from its own funds such
of the amounts aforesaid as may be specified in the agree-
ment.

(2) The Minister responsible for finance may borrow
from any person, any sum or sums required for payments
under this section and, for the purpose of such borrowing,
he may create and issue any securities bearing such rate of
interest and subject to such conditions as to repayment,
redemption or otherwise as he thinks fit.

(3) The principal and interest of any securities issued
under subsection (2 ) and the expenses incurred in connec-
tion with their issue shall be charged on the Consolidated
Fund.

(4) Subject to the terns of any agreement to the con-
trary made by the Bank of Jamaica with the Government
pursuant to the proviso to subsection (l), any moneys re-
ceived by the Government from the Corporation or raked
by securities under subsection (2) shall be paid into the
Consolidated Fund Account and shall form part of the Con-
solidated Fund and be available in any manner in which
that Fund is available.

(5) The Bank of Jamaica shall act as a depositary for
the holdings of currency of Jamaica and other assets of the
Corporation.

status. 4.-(1) The provisions of- immunitia
and privi-
Iegca of me cor-
p01atiOe

(a) Articles 4 Il., 47, 49, 50, 52, 53 a and b and 54
of the Corporation Agreement; and

(b) paragraphs 2.2, 7, 8, 11.2, 12, 13, 14, 15, 16 and
18 of the Operating Conditions Agreement,

shall have the force of law in Jamaica.

Sutmiption 5. The Government shall, pursuant to the Subscription
"c- a-. Agreement, subscribe to the Series ''P shares of Common

Capital Stock of the Corporation.

m seriu

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ANDEAN DEVELOPMENT CORPORATION AGREEMENT 3

6. The Corporation shall be exempt from the provisions :;=;-
of the Banking Act, the Companies Act, the Financial In- t i 0 r i . e
stitutions Act and the Moneylending Act. Of c e d n

Baactmenta

SCHEDULE (&don 2)
PART I

AGREEMENT ESTABLISHING THE A” D E W =
OOFU’ORATION

The Goverryne21 ts d the Repblia d Bolivia, Colombia. Chile.
Ecuador. Peni and Venezuela, encouraged by the mutual desire of pro-
curing, in the shortest possible time, the eamomic integration of their
countries in order to accelerate the economic and social d e v e l w m t
o€ their people, in accordance with the principles set out in the Treaty
of Montevideo, in the Charter of Punta del Este, in the Dedaration
signed in Bogota by the Presidents of Colombia. Chik and Venezuela
and by the Presidents of Bolivia, Ecuador and Perk represented by
their Personal Delegates, and in the Declaration of the Presidents of
America at h t a del Este.
Manifesting the necessity that eaoh of the signatory countries of me
Declaration of Bogota set as an objeft t h ~ creation of more adequate
economic conditions for their participtlon in the Latin American
Common Market;
blaring that to ateain the ends indiadted they must ovaoome the
difficulties that arise due to the different stages of development. from
their different economic conditions in general and particularly of the
markets in order to achieve a harmonious and balanced growth of the
Subregion;
b r i n g in m i d that &e Dechmtim of Bogota areated &e haxed
Commission and other entities as organs for promotion, consultation
and coordim~on of the policies which are to he adopted in the diversc
subregional countries and adviscd on the creation of an organization
to materialize and wncretize the actions agreed to, espsially those
related to the study and execution of multinational projects and which
serve as the dynamic element in the opcratioa and completion of a
subregional integration agreement:
Estirmating $hat for the Ixmr mlizatEon of chc diverse acth6tka tlrat
the aforement5oned orpanization must carry out in the Subregion to
fulfil1 its objectives, it is advisable that eacb of the mntries proceed
to promulgate the pertinent legal, regulatory and adminidrative. pro-
visions;
Considering thnt the padioipation by public and prim KZWSIW af
the countries within and outside of the Subregion, as well as the par-
bidtpatim of inteanational f i d n g organizations has a & @ h m t im.
wrtance because of technical. scientific and financial assistance they
may p v i d e :

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4 ANDEAN DEVELOPMENT CORPORATION AGREEMENT

Expressing that joint action by the subregional m t r i e a is impcnant
to achieve a balanced and harmonious economic develoment. toenher
with the rest of the Latin American nations which, ;hen &&ated.
will form the Common Market;
Have resolved to create a devebpmmt corporation and, to that &ect.
enter into the Agreement which constitustes it; designating for thir
purpose their Plenipotentiaries who, after having exhibited their full
powers and these found to be in good and due form, have agreed to
organize the Andean Developnent Curpation which shall be gov-
erned by the following provisions :

CnAPTER I ~
NAME, LEGAL flATUS, HEAWUARTERS, OBJECT

AND FUNCTIONS
Article 1. NameandLegalChcmdex
By means of the present Agmmeni the E& Oontlracting M e s
orgwize the Andean Development Corporation.
The Cmpation is a legal entity of public i n t m m t i d law and
is subject to the pvisions contained in the present instrument.
Article 2. Headquarters
The CoIIpowtion has its headquarters in tbe city of Cmaam, Republic
of Venezuela.
The Corpwation may establish such agencies, offices or representa-
tion as deemed necessary for the urrying out of its functions. in each
of the pticipting countnies and therecnrt.
Article 3. Object
The object of the Corporation is to foaer the s u b g b d htcgra-
tion process. To this effect. within a sense of rational spccializaton
and an even distribution of investments within the area. taking into
consideration the necessity for effective action in favour of the rclativdy
less developed countries and with adequate coordinaGon with the
organization in charge of the m h e g i o d integ&tion, it sbaill foster the
better use of the opportunities and resources which the area of action
offers, through the crFtion of productjon and seMce enterprises and
the expansion, modemizahon or conversion of the existing ones.
Article 4. Functions
To carry out the object indicated in the preceeding article. the Cor-
poration has the hllowing trmctions :
a.

b.

..
To effect studies d&md for identifying investment
and to dired and psepare the ccmeqon- plojectn:
To divulge among the Conntries of the area tk d t s d its
s-ys and studies, with the objective of adequately o r i m t d u g
the investment of available r e m u r ~ ~
To provide d i d y or i n d w y technical - and $e accas.
sary h c i n g for the preparation and execution of multlnational
or complementation d e c t s :

c.

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ANDEAN DEVEmPMENT CORPORATION AGREEMENT 5

ch.
d.

t.

To obtain intend or e x t d credits:
TO h u e bonds. d a b - or other obligations whi& m y bc
plgoed within or outside the Subregion:
Topmmote theat tmb~ . n and mWmtion of mmxws:
In exmking the. functionsded to in this and the pmding
paragraph, the C o r p o r ~ o n shall t e subject to the legal pronsions
of the oo~tvies in which said func&iom m exemid, 01 in whose
m t i d curmmks the Fespective cmimitmnts are designated:
To gmmmte aqital ,+d tmhnobgicral contributim under the
mwt hmuable ccmd&xw
To @ant loans and pmvi& pledges, e n a e n t 9 and &er
guarantier3:
To pnrmone gmnting of $me subscriptions gmranks (under-
writing) and grant sud~ guaranties in cases where adequate con-
dicioas am mat:

of enterprim. their e&m.
modernimtioa or m-m suah effed it g i g able bo sub-
scribe to sham or participations.
Tbe Cmpution m y traaser the shans, securities. rights. and
commitments udkh it aquim, offering them in the. h t place
to public or private entikies of the Subregion and. m the event
of lack of in- m their part, to third parties i n t d in the
eumomic arul social devdopent of the same;
To realize undw the omditions determined s@6c tasks or acls
related to its puqmm whioh m y be atrus td to it by its share-
holders or ihid p a d :
To coodinate its a & m with thce of the orher national and
imzmationd entities m the developmnt of the & w o n :
To remnmend the neQssary meohanisms of coordinrdion for the
edtiea or orgdmeians of the a m whi& provide the investment
IBsOILfllBp:

To acquire. and dipm of, movable and immovable property.
6le 01 m e r legal and addn&ra tive actions and, ID g e n d .
to deo t all types of operations. acts. conhats and agreunents
q u i d for the fulfilnoent of its ends.

f.

g.

h.

. . i. To parnote the

j.

k.

1.

U.

cmuTEiRn
CAPUAL, SHARES AND SHAREHOLDERS

M d e 5 . ’ capital
1 1. ”he avtharized apital of the OaFpOration is TWO M I U I O N

FIFTY THOUSAND US. Dollars ~SS2.000,050.000.00) divided
into Series “A” and Series “B” shares, in addition to Series “C”,
bhsismanceob *is m-by the Boatd of m€Ctm.

(1) Adiustea accordiop to Deciron No. 97/90 of f$x Extraordinary Shareholdon
A d t y held on June 12, 1990.

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6 ANDEAN DEVELOPMENT CORPORATlON AGREEMENT

a. “Series A”, COIISISSUI ‘ ’ g of Eve namituil hares with a d u e of ONE
MILLION TWO HUNDRED THOUSAND US D O W (US
$ l W . W ) each.

In each wmky of ohe Subtqioa me of these h a s was sub-
&bed to by the Gowninat or by the public, semi-public or
private in.stitdcm with sccid and public ppms. dapi-td
by mid Croveoaonenk and

“seoies B”, mnssa . ’ng of eighteen &d €light hundnd (18,800)
nomimtiw shams with a mminal value of FIVE THOUSAND
us DOLL+RS (US$5,000) each SUhFcribed and g.Ummteed by
the mpechve Governmeat. in 8000XIBnCe with a6e fohwi118 par-
ticulars:

b.

-Bolivia

-Fmc&r
-M
-Venezuela

1.360 &area of US$5,000 each US$ 6,8aO,OOO

1.360 sham af US%5,000 each US$ 6,800.000
5.360 shsres of USU.# eaah US26.800.000
5.360 sham af US$5,000 edd~ US$26,800,000

4 l m b i a 5.360 of US$5.000 & US$26.800,000

--&Iivh
-C!&mbia

3.200 ghatPS of US$5.000 aaoh U5$16,000,000
11.200 s k i m d US$S,OOO each USS56.000,OOO
1.200 slmm of US$5.O00 ead~ USS16.000.000

ANDEAN DEVELDPMENT CORPORATION AGREEMENT

e. The Series “B’ shares m a y be effectively subscribed to in each
oountry by the respective Government or by the public. semi-
public and private iustitutions with s& and public pur-
poses designated by said Governments or by natural persons
or private corporations: in the latter case by up to forty percent
(40) Of h S h m d shis S - W . g t o e D c h
WUntry.

Both Series “A” and Series “ B shares, corresponding to cach
country shall bear the name of the respective country.

f .

2. Wirh charge to the guarantee capital the fdowhg opwatiom may
be peIfGlmd:
a.

b.

h e of b d s , debentures. and other titles;

Granting of sureties, endorsements and other guarantees; and

m tmabonal projects.
i.

2 usltlrn : ’ ’. of leasing of certain gad3 d&nd for S p e d i C
With the s5kmtive vote of at least seven (7) Directols
the Board 06 Directon may d t the guarantee capital
bo the. afment ioned operatians b establishing the
m w , mount and er tesms anlconditions of the
f i n a n d commitmmts which may be coward with
charge to the aforementioned guarantee capital. which
.&all in m case exceed the. amount of said capital.

Payment of guarantee capital sham will be subjat to
h a n d , upon agreement by the Board of Diream.
mly when needed to meei the Corporation’s obligations
which may be due or to fad due, arising out of such
operations set forth in paragraph 2 a h , in the ewnt
that the insFitutiom was not. with its own re8ou1ce9. in
a mdit ion to me& thm.

iii. In the ca6e. d such demand. in relation to a spai15~
obligation, the p a p n t of the shares. for the amount
nec9ssary. shall be pmmted by shareholdem in #prqmr-
tion to their number of shares.

iv. The obligation of the shamholders to satisfy tbe demand
for payment of their shares in the guarantee capital shall
amhue to eKist untd said sham havebxapaid in f d L

Payment may be made, at the option d a sharehddm.
in United States D0Uai-a of the weight and m d n c t
With such law =nt 88 d the date of demand. (x in

whioh have given rise t~ said damin ”$”””” *- such mmmcy n d to meet the

ii.

v.

7

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a ANDEAN DEVELOPMENT CORPORATION AGREEMENT

Article 6.2 Share Issuance with a Charge to Unsubscrited Authorized
Capital.

The unsubscribed authorized Wpiial, that is, the amount of SIX
riUNDKED MILLION US Dollars (~S$600,000,000) may be disposed
of by the Board of Direotors for subscription upon affirmative vote of
at least seven (7) Directors in the following cases:
a. For the issuance of new Series “B” shares, whid shall be o f f e d

first to the s b h o l d e m in propodon to the shares held by b m .
in relatim to the toral capitd.
For the issuance of sham in the c89e of the prtiapation of a
new country. in which oppmhdty said country may subxibe
to directly or thruugh the eatity it so designates. one Sexis “A”
shares and a number of Series “B” sham pursuant to tbe cardition6
established in paragraph 1. b, c, d and e of Article 5 of tbis Agree-
ment as well as the shares agreed upon by the Borrrd of D-.

of which For the issuana: of Series “C” &arcs. the cha&mtm
shall be determined in each case by the Board of Diwcims .destined
for being subscribed by ODrporatiOns and natural persons frmn
outside of the region.
For the kaance of Series “B” and “c” sham putahhg to the
guaranteed capital.

b.

. . c.

d.

Article 7. Spmki3 SuWption Right
Notwithstanding the provisions in paragraph a. of the pFeadmg
Ariicle, any country having a lesser number of Series “B” shares than
other countries may, at any time, be able to subscribe Do shares c h g e d
to authorized capital account up to a number equal to that of the
largest shareholder.

Article 8. Payment of Capital
The Series “A” and “B” shares shall be p i d in 6% (5) annual and
consecutive instalmnenls, the first one payable ninety (90) calendar days
after the entry into force of this Agreement, or. as the case may be,
thirty (30) calendar days after the date d deposit of the instrument
of ratification.
At least 6fty (50) percent of a& of those instalmm& shall be ~d
in United States of America dollars, witb the exce&on of the first
which shall be paid in full in this currency.
The remaining fifty (50) pemmt of the other insidmen@ m y bc
paid in domestic currency, by the subscribers m s p o n d i a g to each
country, provided that total convertibility and maintenance of the value
of the said currency is guaranteed to the satisfadon of the CO
and upon prior approval by the Board of Directors, in re non to
United States of America dollars in accordanae with the Weight and
the law in force on the date of entry into force of this A @ m l l L
12)

F
Adiustd a w r d i n g Decision No. 75 of the sF&d Assembly hsld the
3Olh October, 1980.

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ANDEAN DEVELOPMENT CORPORATlON AGREEMENT

Article 9. Increase or Reduction of Capital

Shareholders’ Assembly.
Article 10.’ Share Trandeaability

Series “ A shares shall be transferred within each country with the
previous consent of the respeotive Government to public. semi-public
or private entities wiib social and public ends as may be designated
by said Government. The Series “B’ shares shall be rsansferable only
to cmpmations or natural persws from the respective wunuy of the
Subregion. in accordance with the percentage referred to in paragraph
1. subparagraphs b. c. d, and e of Article 5.

CHAPTER III
SHAREHOLDER’S ASSEMBLIES

Article 11. Shareholder’s Asmnblies
The Shareholder’s Assemblies may be Regnlar or Special. They
are composed by shareholders or their representatives or proxies meeting
such quorum and upon such condihions 85 set forth herein.

Article 12. Regular and Special Assemblies
The Regular Assembly shall take place once a year within ninety

(90) days following the end of the hscal year. u p n prior call made by
the Executive hesident of the Corporation. and the Special Assembly
upon prior cal l made by the Executive President at his own initiative,
by the Board of DireUors, by two (2) Series “A’ shareholders, or by
shareholders that represent at least twentyhe (25) percent of the paid-in
capital. Notice of a Special Assembly shall be served thirty (30) calendar
days prior to the date of the meeting, indicating the purpse for calling
it.
Article 13. Powers of the Regular Assembly

The capital may bc increased or reduced upon prior decision of the

T h e
a.

b.

C.

ch.

d.

powers of the Regular Assembly are :
To consider the &ad of aimtor’s annual report, the general
balance sheet and the mfit and 1m statement. after hearing
the extend auditors r&ort. and to determine the destinalioi
of the profits:
To elect members of the Board of Directors aooordig to the
norms established in this Agreanent;
To designate the external auditors:
To fix the remunerations of the Ehud members and of the external
auditors;
To ConsideF any other matter &at is expressly submitted to
it and that does not win to the competeace of any other
M y of the Cotpwation.

(3) Adjusted according to Division No. 79 of tbe Regular Assembly hold the
30th of March, 1987.

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10 ANDEAN DEVELOPMENT CORPORATION AGREEMENT

Article 14. Powers of the Special Assembly
The powm of the Special Assemby m:
a. To increase. reduce M restofe cmpomte capit&
b. To d w l v e bhe Gzqmation;
c. To change the headquarters of the C!mpmiion. when the Board

ch. To consider any other matter which may be expmsdy submitted
to it and that does not pertain to the competence of any other
body d the Corporation.

The Special Assembly may deal only with, the mttm expressly included
in the Notice calling it.

Article 15.
The Special Assembly shall have sufiicimt power to modify the pro-
visions whioh govern the Corporation in all those administrative and pro-
cedural matters required for the better accomplishment of the proposed
objectives.

Likewise, the Special Assembly with m alkmtive vote of the five
( 5 ) Series “A” shareholders plus half plus one of the rest of the shares
represented at the meeting. may modify the Board of D i m s structure
and adopt the corresponding proviSions which it may deem pertinent,
maintaining in any case, the basis criteria of the present Agreement.

In those other ptwisions to the structure itself of the Corpora-
tim, the Special Asxmbly may reonemeod those amedments which.
in its opinicm, EWI be subaaitted to the approval of the contraaing
Parties.

Article 16. Quorum
A quorum shall exist at the Re& and Special Sh0reholW Assem-
blies when a p l m numb of peryons mpresenting at least four (4)
Series “A” sham and lifty (50) perceat of the obher shares attend.
10 cases where the regular and Special Assembly cannot be held
because of lack of a quorum, another assembly shall be called with
at least thirty (30) calendar days in advance, It being stated in said
notice that it shall be held whatever the number of persons present.

Article 17. Decisions
At Regulm Assemblies the cI&&ons shall be made by B majority
represented by at least three (3) Series “A” shares plus half plus one of
the other shares represeukd at the meeting.
At the Regular or Special Asembliea the required majkty gball be
four (4) Serim “A“ shares plus half plus one of the other shares
represented at the meeting.

of DirectoIs so proposes:

Amendment of this Agreement

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ANDEAN DEVELOPMENT CORPORATION AGREEMENT

I0 &e seoond nahice. whether it be Regular 01‘ special -MY,
the decisions shall be adopted with an a&nnative vote of at least
two (2) Series “A” shares, plus the absolute majority d the other
shares represented at the meeting.

Article 18. Right to Vote
SharebbkiS who are m default of their capital c4mtIilnBTiona shall
have no right to vote.

Article 19. Remittance of Reports and Balance Sheets
tbe fifteen (15) calendar AU sharoholdemu have the right. d

days prim to the Shareholders’ Assemby. to examine tk inventory
and the list of the shareholders at the Corporation’s headqumers and
may request a copy of the balance sheet and the auditor’s report. At
least Mtem (15) calendar days nor to each Assembly, the rccportp and

which appears registered at the Corporaion.

Article 20. Minutes
Deliberations and decisions of the Assemblies shall be recorded in a
Book of Minutes.

Article 21. Votes of Members of,the Board of Directors
The members of the Board of Directors and the Executive Rtsident
may not vote on the approval d the balance sheet 01 on matters
involving their responsibiliaty. Neither may they act as proxiea for
other shareholders in the Assemblies.

Article 22. Force of Decisions
The decisions of the Assemblies, withb the limits of tbsir powws.
pursuant to the present Agreement, are binding on all the shareholders.
even upon those who have not attended such Assemblies.

7

balance sheets shall be. remit te i to a l l the shareholders at the address

CHAPTERN
BOARD OF DIRECTORS

Article 23.‘ Compositicn
The Board of Directors shall be m m p d of eleven (11) D i m r s

elected for a period of three (3) years, who may be re-elected. Each
Dinctor shall have a personal Alternate elected for the same period
and in the wane manner as the PrinCipaL

Article 24.4 Designation and Election

manner :
The election of the Directors shall be performed in tha following

(*) Adjusted according m Decision No. 91 of the Special Assembly
of the 30th of October, 1989.

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12 ANDEAN DEVELOPMENT CORPORATION AGREEMENT

a. Five (5) Directm and their Altm~~tes, designated one (1) per
share by €a& series “A” &tuwhollders.

b. Five (5) Diredors and their Alternates shall be deaed by the
holders of Series “ B shares. For this election each &admllder
shall have a number of Mtes equal to the nlnnber of &cures he
or she pswsas or represmts multiplied by the nnmbec d Directors
to be elected. Each dmreblder may cast his total number of
votes for one candidate OT dishribute them among s%wal. The
candidates receiving the largeat number of votes shall be amsidered
as dead.
One (1) D i m and its tespatiVe Alternate Bhall be eleded by
banking and Financial Ins!itutiom of the Subregion sharaholdcra

c.

of the colpomtion.
Director3 referred in lemx (c) shall be dcctrd pnrsuant to internal
rules approved by the shareholders of the imhtutions mentionad above.
in which expressly recognized the pntlfiple of altemabdity, by reason
of the nationality of the w o r n .

Article 25.5 Quorum
The Board of Directors may validly convene with the presence of
at least six (6) members.

Article 26.5 Resolutions
Each Director shall haye one vote in the Board of Dirapms ’ M&ting.
Resolutions shall be adopted by a majority of no less than half plus
one of the Directors present In the cases foreseen in Article 6. and

Braph a., c.. ch., h., i., 11.. and n. of Article 27.. the affirmative
under vote o p“ at least seven (7) Direaors shall be required.
Article 27. Powm of the Board of Directors
The pmwsofthe Bcrd 0fDiredOrs are:
a. To establish and dkeot the hancial. aedit and CcOnQDic policy

of the Chrpmhm.
b. To elect annually m e of the Diftctors to preside at the rnseth

of the B a d c4 Direcops and tbe a b l y ;
c To name and remo~ the E x d v e PddeaC
ch. To name and remove the Vice-Presidents of the Corporation,

v p n the mu& d the Executive president;
d. To d&&e the mmmtim of tk E x a t i ~ e €’adideIlt and

the Vice-l’residents;
c. To applon the annual enpease budge& at the Executive President’s

PP@=J:

* .

(*) AdjWed acaordig to Decision No. 91 of the Special Assembly
of the 30th of October, 1989.

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ANDEAN DEVELDPMENT CORPORATlON AGREEMENT

f.

g.

h.

i.

j.

k
1.

I I .
m.

U.

To approve the asret and liability of credit opaations, invest-
ments or any &s operation which are within the Oxpxation’s
purpose and which may bz p+ by the Executive President;
To agree to issuance of bonds, debmtures or other financial obli-
gations and to determine their cunditions: to grant guarantie-s for
the subsrriptions of shares and secnd.ies in general (underwriting);
to operate wGbh &pation cmtb5mtes; to su&orize trust opera-
tions ;
To delegate to an executive am&ttee, in othor subsidiary bodies
which the Bmd of Directors deems advisable to mate or in the
Executive President oc other 05ciak whom the Executive President
may reocmunend, such functioos r e f d m in letters f and g in
the case of operations the ammt of which not exceeds sucb L i t
as may be established by the Board imW,
To solve at the, proposal of the Executive President such matters not
provided for in this Agreement, as well as their full interpretation.
by rendering acomnt in the latter case to the Sbareholders’
Assembly in them foUowing meeting;
To present to the Sbareholders’ Assembly the annual report and
balance sheets;
To propose to the Shareholders’ Assembly the distribution of pm6ts:
To propose to the Shareholders’ Assembly me formation of
Reserves;
To pass and modify the Chpomtim’s Internal Regulations:
To agree to m e calls for regular Shareholders’ Assemblies whm
this Agreament so prescribe and for Special stmrebldens’ Assem-
blies when corporate intereds so require. the Board 1y1 deems
advisable, cu whenever it is so requested by the Caporation’s
Shareholders in accordance with the provisions of Article 12
hereof;

To propose to the Assembly the change of headquarters when
for reasons of indisputable necessity it deems it convenient.

Article 28. Replacement
To replace a Director who is disabled, d-d 01 who has resigned,
the following rules shall ke applied :
a. If it is the case of a Dimtor rapresenting Series ”A” shares.

he &all be appointed by the owner of the represented share
directly: and
If it is the case of a JXwtor representing Series “B” sham.
the Emrd of Directors shall designate the respective alternate
8s a principal and should there be none. shall appoint his replaoe-
ment who shall mhne in office until the next regular a b l y .
at which a definitive election shall be made. The Director so

b.

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13

i .14 ANDEAN DEVEWPMENT CORPORATZON AGREEMENT

named by the Assembly shall hold bhe position only for the period
of time that is left to complete the term of the replaced Director.

Article 29. Meetings
The Board of Directors shall meet whenever it so agrees to, when
called by its President, upon the request of three (3) Directors, or
when the Executive President so requires. The meeting shall be held
at the Oorpmtion’s headquarters, except in the case of a decision of
the Board of Diredors to the contrary, and on such occasions as may
be determined by the Board of Directors.

Article 30. Minutw
Deliberatim and resolutions of the M of Directors shall be recorded
in a special Book of Minutes.

CHAPTERV

THE EXECUTIVE PRESIDENT AND OTHER OFFICIALS
Article 31. FuncttOas of the Exbcutivc President
The Executiw Prwidenr an interndoad &chl. shall be the legal
representative of the Corporation and shall have the following powers :
a. To exercise the immediate directhn and administration of the

Corporation;
b, To decide and be in charge of all matters which are not expressly

resaved to the Shareholders’ Assemblies. the B w d of Directors.
the Executive commiltee 01 other mbsidhy bodies as the Board of
Directors may cres%x, as well as those which may be entrusted to
J I k
To participte m the meetings of the B d of Dkctom with
a voice but 110 VOtR

c.

Article 32. Duration
The Executive W d e n t shall b l d office for five ( 5 ) years. m y be
rt-eleded and shall remain in office until his replacement takes over.

Article 33. Temporary Absence
T ~ z Executive PFapidCot ehall be r e p 1 4 t e q o m i l y by the highest
ranking Vice-President, and in his absence by the offiaal 80 designated
by tbc Board of Diredors.

Article 34. complete Abmcc
In the mss of the abmlute a k n c e of the Exfmtive President, the
Board of Directors shall b i g p a t e his replacement.

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ANDEAN DGVELQPMENT CORPORATION AGREEMENT

Article 35. Powers of Attorney
The Executive President may confer powers of attorney with saoh
powers as he deems necessary to represFnt the Chpration in lawsuits
or otherwise. He may also confer @ pyrs of representation in
matters concerning the interest of tbe Cbrporabon.

Article 36. Vice-Presidents
The Board of Directors u p the rarmmnendatim of the Executive
President may designate such Vice-President or Vice-Presidents as ma

m e their oorresponding powers, duties and remuneration. These
designatiom shall be made in such a way that said &id6 shall be
of d15erent nationality, within the Subregion.

Article 37. Designation of Personnel
The designation of personnel s h d be of the Executive prrsidcnt’s
competence, who shall inform the Board of Directors at its next meet-
mg of any aotion taken, as well as the powers, duties and rcmmcmions
fixed in d a n c e with the budget.

Article 38. Selection of Personnel
To integrate the Corpwatim’s prmel , it first mwt take into con-
sideration eEiciency, wmpetency and honesty but, at the same the.
it shall give impfiance to the newssiw of choosing persome1 with a
geographical criterion, preferably subn@ual, as broad BS possible.

Article 39. International character of the Penrannel
In the performance of their dutia. the ~ S O M ~ shall oot seek or
receive instructions from any Government or from any other authority
outside of the Corporation. They shall atspin from realizing any
act inuompdnble with their positiou as international employees m p -
sible only to the Corporation.

be required for the management of the institution, determining in eaei

CHAPTER M
FlSCAL YEAR, PROFITS AND FINANCIAL STATEMENTS

Article 40. Fisoal Year
The fiscal opemtion of the Coqmratim shall be of yearly period.
which initial date shall be established by the Board of Llirecbrs.

Article 41. Balance Sheet and Statement of Pm6ts and Loarcs
The day on which the tisml year ends the ~CWIIQ~ shall be ched
in order to prepare the annual Balance Sheet and Statement of Prow
and Losses for the respective year.

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16 ANDEAN DEVELOPMENT CORPORATION AGREEMENT

Article 42. Reserves
Each year at least ten (10) p t of the net pro6ts shall be sct
aside to form a Reserve Fund until it reaches an amount not less than
fdty (50) percent of the subscnbed capital. In addition, the Assembly
may agree to constitute other reserves and the dstribunon of the
remainder among the shareholders, as dwidends.

Article 43. Auditors
The Corporation shall hire the sa-vices of an auditing !inn of rrmg&Cd
international prestige, which SW certify the annual Balance S e t t
for the considuation of Regular m b l y .

CHAPTERW

LIQUIDATION AND ARBlTRATION
Article 44. Liquidation
Once the digpolution of the Corporatim has been agFeed upon. ita
liquidation by a hquidator or a liquidating commission shall proceed,
in accordance with the decision to that effect made by the Shan-
holdem' Assembly.
The liquidatac or the liquidating connmiwion shall -t the
Corporation during the liquidation process, shall pay the outstanding
debts, collect the credits, dktrihute the surplus among the &are-
holders in propation to the paid-in capital represented by each share:
and, in general. shall exercise all the functions concerning the liquida-
tion pnxrsa.
The Assembly which makes the dedgnation of the liquidator OT the
liquidation Mlmrmkion, shall fix the length of time for wbioh

shall govern the liquidation. At the end of their task, or the
determined b the Assembly, the liquidators shaU,render a eta~lcd
acconnt of t ie activities realized and, upon t m n a t i o g their taal..
shall present an itemized repm of the entire liquidation.

M c l c 45. Arbitration
In the case of &agreement &sing between the Corpoeation and its
sharrholders, said controversy shall be submitted to arbitration by a
tribunal composad of three pmrons.
One of the arbitrators &all be designated by the Corporation's Board

agreement among the arbitrators. If an agreement is not reached. the
Corporation M the in- m y request the designation c4 a
third arbitratar from the Mix PZmjssim or the organization *
evenFually may replace it.

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rn*a

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ANDEAN DEVEWPMENT CORPORATlON AGREEMENT

None ofthe. arbitnators &all be of the eame nationality 89 the party
interested in the amtrowmy.
If all attempts to reach an uumimous agreement fail. the decisions
shall bc made by a majority.
A third arbitmtor m y decide all quesths of procedure and com-
petency in the cases in which the partes cannot agree on the mattcr.

CHAPTER Vm
IMIMUNITIES. EXEMPITONS AND PRIVILEGES

Article 46. Scope of this Cbapter
In &er to fulfiu the ends forsem in the prtsent Agmment, the €E&
Coatmcting Farties agree that the Andean Developnent C m t i o n
shall enjoy within the M b o r y of egch of them all the immUnEties.
exemptions and privilages which are established in this Chapter.

Aaicle 47. Immunity of Assets
The pspw and other as&s of the oolporation, &-er loaated,
shall enjoy m u n i t y fmm expmpriation, search. requisition, wn6sca-
tion. seinue,. q u ' &mat, retention or any other form
of foroeful rn = l&e. entity's dorainion on mid PIoPrty
by remm of exemtive or adndnishative action by m y of the contraa-
ing States.
Said property and aeatssbdl haw iden'icd imrmnity withreapcct
fo judicial actions until a 6nal judgement has been pronounced against

Arlick 46. Transferability and Convartitdity
The assets of any kind beloagiag to the Corporation shall enjoy fm
t r a m f r n ~ and oonvbtibility.

Article 49. Inviolability of Archives
The arohives of the Cmpmhion are invblabie.

Article 50. Exemption from Restridions on Assefs
The pmw-ty and other s e t s d the Corponrtion e m p t horn
any type of restrictions. regulations, controls and moratory measured.
to the extend nesesyy for the acxmwlishment of the corporation's
objactives acd funcao~s. excel-^ as otherwise expressly provided h r
in this Agmemmt

the corporatiun.

51. Comrmuniaarions and Comsponde~ NdCW
The C0n-g Mtes shall a d tn the &cid ammuniatim
of the &rpraticm the m e treatment as the &al cammuaia&ton
of other contiaathg countries.

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17

ANDEAN DEVELOPMENT CORPQRATiON AGREEMENT

The Chpomtim’s wmspx~dnce. including packages and printed
matter, when bearing its franchise seal, shall mulate postage free
through the maih of the Contracbng States.

Article 52. Tax Exempikm
a. The Oorpmatioa is exempt fram all t y p of taxes. and in the

approPriate case, €mm all customs duties 011 its income. poperty
and &er BSSE~, as well as on the operations and tranmch ’0118
e&cted in accordance with this Agreement.
The Cmpomtion is likewk exempt fmm al l liability related to
the pymmt. retention or d d o n of any tarn. omtzihtiom
ortarifis.

b. The salillieg and fees which the Corporaticm pm the Dh.ectors.
thcir Altemah. and its &a and employw.~, arho arc not
c i h or nation& d the m t r y where the Chpmtim bss its
hadquarters or &ca. rm tax exempt
No tax of any kind shaII be levied on any obli@ans or &ties
issued by the Chpomtion, iaoluding any dividend OT inkm4
thmem. by wlmnmem held:
1. If such taxes discriminate against such obligations or Stourities

2. If the sole jurisdictional h i s for such taxes is the place or
curremy i d , made payabk or paid. or the locatiaa of any

Neither &all rherc be tax of any kind levied on any &igatims
OI secn*es gzlaranteed by tk caqmation. induding any dividend
or intaest thereoa. by whommew held
1. If wdh me8 disc&ninah againsl glloh o b l i ~ or d t i a

mldy bemm tbey are guaranteed by the C a p x a t i ~ ~
2. If the d e imisdia5od h i s fa m d taxes is the location of

any &ce or place of busiuess maintained by the Capomtion.

c.

delylIe€aw they ale w by the ChpnamL * o c

&c3 or plaa d ln&h?sa maintained by ik-2 aorpaatioa.
d.

Article 53. Penonoel Imrnunities and Privileges
Thc Directors, Executive pfesideot. VioeRtsidmt8 arid Executive
Officials. technicians, and professionals of the Corporation shall enjoy
the following privileges and inmudies:
a. Immunity wi& mspect to judicial and admidstdw pwcux?

ddve to acts peafomd by tkm in their ofidal CSipCity,
except whm the oorparanion expressly waim sucb immunity:
When they are not r t a t h d s of the mQby k tb3Y We
located, tk m e immunities, with resped to immigtatim E&C-
tions, dim regismdtion reqnimmmts
tim, and the same facities wibb mpect to e age ng0latk-m
w h i i thc Colmtry m&eE m the lqmse&ativc!4, OEoiaIls and
employm of wmpamble rank ?mm &et m b e r countpiee end

b.

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ANDEAN DEVELOPMENT CORPORATION AGREEMENT

c. The same pride= wah req& to travel facilities which the
Contracting states grant to rqnwatati- officials and ennployea
of mparable rank fmm other Oonhctmg States

Article 54. Notice. of pr0Cc.w
Judicial action agaimt the Ccqoration may only be fled in a hibonal
of competent jwidiotion in ahe tenibnia of a aopltwcting Swe m
which the Corpolation may have e6taWed an office or wbere it may
have appointed an agent ca a representative empcrwered to
SeniQ w notice cd process. w where it m y have isswd 01 -teed
SemiitifS.

The contracting States of this Agreement. the persons who nprcsent
ca who derivo their nigh- frm them. may not file any legal d o n
against the Corporation Nevertheless, the sheholdem lqay asrpsn
such rights pursuant to spacial procedure which may be. deagnakd in
this Agreement, in the R e g u l a w of the institntion or in the cxmmcts
into which the enter, in order to settle the controversies that may
arise between tt: em and the caporation.

WITHDRAWAL AND SUSPENSION OF SERIES “‘A”
SHAREHOLDERS

Article 5 5 Right to Withdraw
Any Series “A” shareholder may WidMraw frcm them fn 1Rhich
case the Corporation shall acquire said share. Notice of such W o n
shall be. served to the Board of Directors in writing.
The Series “A” shares shall be paid aawm‘ing to ihe book d a l u e
they represent. and the Board of Directors, in Bocordana with the
t inax ia l conditions of the Corporation, shU determine the payment
tern which shall not be longer than five (5 ) years.
The Series “By’ sham3 held by nabural permas w I@ entitks d
the mm&y to which the Series “A” shareholder bdon arho dtcidw to
wiihdraw from the Corporation. may be freely d within the
Subngion, p v i d e d that me proprt~on assigned to natural pwons or
private l e d entities stipulated in paragraph 1. e of Article 5 is
observed.
In the a l ~ e of M m “A” dmmhdder wi&drad. the next Re-
Shareholdem’ Assembly shdl adapt the pertinent provisions of the
present A m e n t to the newly created situation, in Bcoordancc with
the general sense hereof.

Article 56. Suspension
The h i e s “A” &amholder &at &odd tmioudy.fa?. in the opinion
of the Board of Directors, to fultill any of its obligabons towards the
c!Om~on mav be susoended when the Assemblv so decides.

19

20 ANDEAN DEVEWPMENT CORPORATION AGREEMENT

The suspendd shareholder shrill automatically king a ~ L R X
of the Corporation after fifteen (15) month have e l m as of the
suspension date, unless the Assembly decides otherwise.
While the suspension lasts, the shareholder may not ex& any
of the rights conferred on him by this Agreement, except the right to
withdraw,

CHAPTER X
FINAL PROVISIONS

Article 57. Emry iuto Force
The present m m m t s h d enter into force when tbt .
of ratification have. been deposited with the Ministry of Forrdga Affairs
of the Republic of Venezuela, by representatives froan three (3) of
the signatory countries among them the headquarten wmuy. If within
a period d time of one year as of the deposit of the ratification instru-
ments by the last of the three countries, the others have not complied
with the deposit of the ratification instruments, the Board of Directors
shall call a Spacial Shareholders’ ,Assembly for the purpose of adapting
the relevant provisions of this Agreement to the number of countries
which have ratified this instrumeot.
The c o u n ~ e s which have deposited their instruments at mtifkaion
prior to the dak on which this Agreement enters into force shakl be
members from that date. The other countries shall be membeni from
the date on which they deposit their instruments of ratification.

Article 58. Reservations to this Agreement
The signature, mtifimtion of. or &on to this Agreement canrmt
be subject to reservations.

Article 59. Accession
Onm the p m n t Agwxnent enm into f m , all Chose whioh sign4
the Dedamtim of &AI%@ 1 6 . 1 9 6 and are acospted by the

or by the mgmimtion h t d y replaces it Mixed c
may accede hereto.
This Agreement shall enter into force for the Acceding State thirty
(30) days after the deposit of the instrument of amssion. In this
case, the Shareholders’ Assembly shall consider and resolve. if d a m 4
Convenient. the adjustment of the relevant p r d o n of the m t
Agreement.

Article 60. Reincopration
The Assembly may d e h m h e the owdltim for thc E h V h
of a Series “A” shareholder who may have withdrawn.

’

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ANDEAN DEVELOPMENT CORPORATION AGREEMENT

TRANSITORY PROVISIONS

21

First:

Second :

Third:

As of the date this Agreement enters into Eorce the head-
quarters country shall call the first Assembly within the
period of sixty (60) calendar days.

Within the period elapsed between the date that thia Agree-
ment enters into force and the blding of Special Assembly
which is referred to in Article 57, the Andean Development
Corporation shall be pmvisiondly admiitered in the
manner that the Assembly establishes in accordance with
the general criteria that are indicated in this Agreement.

If three (3) countries have ratified the premt Agrecment
and the headquarters corn has not done so within thret

instrument, the mtifying countries may agree upon a n d e r
headqu-.
Done at the City of BogotA. Colombia, on the seventh day
of the month of Februa of the year nineteen hundred

(3) months from the date "r o deposit of the last ratification

sixtyeight, in the Spanish 7 anguage, in six equally authentic
oopies.
In wimess whereof, the PlenipXeutiaries whose signatures
appear below have signed this Agreement.

For the Government of the Republic of Bolivia,
Tomis Guillnmo Elio

For the Government of the Republic of Colombia,
Jorge Valencia Jaramillo

For the Gwernment of the Republic of Chile.
Salvador LIuch

For the Government of the Republic of Ecuador.

For the Government of the Republic of Per&

For tht Government of the Republic of Venezuela,

Gonzalo Apunte

J d de La Pucnte

H&or Hurtado

1 hereby certify that ihe above Agreement Establishing the Andean
Development Chfomkm was printed in Caracas, Venezuela, in the
month of May, 19 7, as an official document of this institution.

Lic. J d Iturrafde Arteaga,
General secretary.

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22 ANDEAN DEVEWPMENT CORPORATION AGREEMENT

PART I?
AGREEMENT RELATING TO OPERATION CONDITIONS

BB-BN

THE GOVERNMENT OF JAMAICA (hereinafter referred to as
“The Gownmerit”) represated by

and the CORPORACION ANDINA DE
FOMENT0 (hereinafter referred to as “The Corporation”) represented
by its executive President, L. Enrique Garcia, duly authorised by article
31 of the Agreement of the Corpomcim Andma de Foment0 executed
in Bogota, Republic of Colmbia, on February 7. 1968.

WHERFAS:
1. “The Corporation” is a multilateral financial institution, organised

as a legal entity of Public international Law, with the objective
of achieving the economic and social development of its people.
and whose activity is developed as a Multiple Bank and a
financial agent

2. “The Government” has become a shareholder of ‘The Corpora-
tim” wish the kalkl-i@ion of series “c”
shares, as it is said in the Agreement for the Subsoription of
Common Capiial Smock between “The Government” and “The
CCUptahU + ”. dew ,199 .

3. “The Government” wishes to facilitate the carrying out by “The
Corporation” of its funcbons in Jamaica. with the Government,
public and private oorporations, multila~teral. bilateral or other
financial inst i l t ionS.

4. “The Corporation” may establish in Jamaica a representative
office, or may appoint an agent, manager or repentative. as it
deems necessary for the carrying out o€ its functions.

NOW IT IS HEREBY AGREED AS FOLLOWS:
“THE CORPORATION” ACTIVITIES IN JAMAICA
1. “The Corporation” may carry out with “The Government”, public

or private corporations, and financial institutions, all type of
operations in line with its objectives.

STATUS :
2. ”The Govermnent” “The conpaation” as a d a - 1

ddopmmt finmm mshtuhon with full capacity to:
2.1 hwh aad d i v of immovable and mmible in

JamaiOa (inCludang a&ty to hold or gmnt any mortgage,
lien or other ohmge ar intarest in such prom);

2.2 Enter into al l types of mntracts;

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ANDEAN DEVELOPMENT CORPORATION AGREEMENT

3.

4.

5.

6.

I .

8.

9.

2.3 Sue and be sued in a tribunal of competent jurisdictim in
Jamaica. A judicial wtim agahst ”The c0r~RXI th l I ’ ’ may
only be filed in Jamaica if it has mtabliihed an 05=, OT has
appointed an agent 01 a rapresentative e m p o m to
service @ prooess. or where it may have h e d or guasanteed
securities.
“The Government”, the persons who represent or who deKive
their rights from them, m y not file any legal adion W
‘The Corporation”. Nevertheless, “The Government” as a
shareholder of “The cmpaation” may assert nuch rights
pursuant to the regulations of ‘The Corporation”.

“The Corporation” will not be tr&d as a bank cn moneylender
far the pwpw3e.s of local banking or moneyl- law require-
ments, and will not be obliged to register as rn external onnpany.
The pmperty and other asseta of ‘’The Corp?tion”. wheresoever
located. shall enjoy immunity from expropmum, Searcm. requisi-
tion. confiscation, seizure, sequestration, attachment, retention or
any obher form of fmceful seizure which dmrbs the en~ty’s
dominion on said property by reoison of executive or U t r a -
tive action of “The Govmunent’’.
Said prcpxty and asMs W have identical immunity and are
exempt with respect to Judicial d o n s until a final judgment
has been pronounced a@& “The Onporation”.
The poperty and other asBets of ‘‘The Corpmation” exempt
of any type of restriotiom, regulations, amtmls and moratoria
measm. to the extent ne~esstly fm the accomplishment of ‘The
Corporation’s” objectives and functions.
“The Government” guaramtees the inviolability of ‘The Corpora-
tion’s’’ archives.
“The Government’ shall accord to the &&I commurucations
of “The Corporatim’’ the saroe treatment giwn to the official
cormnunicatim of the m m k wmhiea of “The Gnpomtion”.
“The Cotporation’s” correspondence. including package8 and
print& matter, w k n baring its franchise sml, shall circulate
postage free through the mail of J d a .
“The Corporation’s” staff shall enjoy immunity with respect to
judicial and administrative praxss relative to acts performed by
them in theheir official capacity. excapt when ‘The awpaatioa”
expnessly waives suoh immunity.

LOCAL OFFICE:
10. ‘The carporation” may, at its own expense, maintain a repre-

sentatiw oflice in Jamaica from which to cany on its opations
there but will meanwhile cany 011 thm operations by visits of
its employm.

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23

ANDEAN DEVELOPMENT CORPORATION AGREEMENT

EXONERATION OF TAXES FOR THE CORPORATION’S I N -
VESTMENTS AND OPERATIONS:
11. In of “The Corporation’s’’ operations in Jamaica ‘The

Government” undertakes to ensure that:
11.1 “The Corporation” will be exempt f m m all direct 01 indirect

taxes, duties. levies, dedwt im 01 other imposts of a a y kind
now OT h-er imposed in Jamaica.

11.2 “The Gwemmm t”. govanmeutd agencia public and
ptimte companies in J d m which m d x paymeats of
interemS. dividends, fees or other mpneys to “The Corpora-
tion’’ will not be obliged to withhold or make a n y deduc-
oon on w n n t of any such taxes. levies cx imposts.

11.3 No tax of any kind shall be levied on any obligations or
securities issued by “The CnIpOration’’. including any
diddead or i n m t thereoo, by whomsoever held:
11.3.1 If suoh taxes dscniminate against such obligations

ar securities solely because they are b u d by “The
Corporation”: or

11.3.2 If the sole j d c i i o n basis fm such taxes is the
place or currency issued. made pyable 01 paid. or
the l m t i m of any office 01 place of bwinem main-
tained by ‘The Onpmtion’’.

11.4 Neither shall there be tax of any kind levied on any obliga-
t i m or securities guasanteed by “The Capmtion”. includ-
ing any dividend or intesest Ihereon, by whOmS0eWr held
11.4.1 If such taxes dimriminate against such obligations

01 securities solely because they are gutamit& by
“The Corjmmtion”;

11.4.2 If the sole jUri.aiotion basis for such taxes is the
location of any office or place of lxL9kteSs maintained
by “The COFpnation’’.

EXONERATION OF TAXES A N D DUTIES FOR THE CORPORA-
TION AND STAFF
12. ‘The Corporation“ will be authorized to import free of customs

01 hpnt duties, mhicles, gaDds and teohnical eqllipment neces-
sary for the operation of any w t a t i o n it nmy.decide to
maintain in Jamaica. Such vehicles, goods and techrucal.equip
ment may be s u ~ u m t l y re-exporkd free of e x p r t dutm and
other f i d oharges.

13. “The Corporation’s” staff (not being citizens of Jamaica) will be
aocorded exemptions, 00nOeSBiOns and pnideges m respect of tax-
ation, import duties and othmvise, no less favourable than 60%
amrded to such employees of international hatitutiuns to the
extent that they win:

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ANDEAN DEVEWPMENT CORPORATZON AGREEMENT

13.1 Not be subject to income or similar taxes in respect of salaries
and emoluments received fram “The Cmpation”; and

13.2 Be antitled within six months of arriving in J a m a h to
isopoat free of cusboms or import duties. pessonal effeds
(ioluding one vehicle for prsoml or family use) and house-
hold g o a l s and to export the Same free of export.duties and
0th fiscal charges at theend of their stay in Jamarca.

ENTRY VISAS, WORK PERMITS, ETC.
14. “The Government’’ will facilitate the issue of all Vipas. @‘s

and other authorisations required to enable “The Corporauon’s”
staff, and their families. to w k in Jamaica and to enter. remain
and reside in and leave JapnaiCa at any time and from time to time
PLS requid in order to carry out “The Corporation’s” pwposS.
in acoadance with the laws of Jannabad.

15. ‘The Govemnwnt” will giw sympathetic consideration to appli-
cations for work petmits fa sp- of “The corpaation’s” stall
(not being citizens of Jamaica).

FOREIGN INVESTMENT EXCHANGE CONTROL
16. ‘The G o m e n t ” undertakm to pocure that the del#rrtments

or &ces for the tinae k i i g responsible f a foreign investment
and foreign exchange control matters will:

16.1 Deal expeditiously with any request for any approval for
foreign investment and/or foreign exchange control purposes
that may he required for a pmposed investment by “The
Carpration” in any enteqnise in Jamaica.

16.2 Grsnt nll aWhorizations that may be squired:

16.2.1 For the remittance out of Jamaica of all dividends

ceeds m ndimtion. inme. fee and moneys of any
kind whtsoew arising from or in CoZLnection with
any inw-t by ‘The caporalion” in Jamaica.

16.2.2 For the mnitlannoe out of Jamaica of any moneys
Lmlmging to emplayees of ‘The Onporation’’ and
their spus% d children (not being citizeas of
J&C@.

162.3 For the purohase at the h autbonzed ‘ exchange
rate available of any foreign currency that may be
q u i d in connection with any suoh remittances,

and ather distriblltim, interest, pmfits, gains. pro-

[The inclusion of Dhis page is a h i z e d by LN. 3/2001]

ANDEAN DEVELDPMENT CORPORATION AGREEMENT

OTHER MATTERS
17. With the excqtion c4 the exemptiom and pride@ applicable

only to the staf? of a -tatwe &ce, the ttairamt mhi&
‘The Guv-ent” d to ‘The Caporation” will apply
whether or n d ‘The Coqmmtion’’ &tabs an o6ice, wt,
munager. r a p m n t h v e a any other SaiT in Jamaica Such exwmp

this p u q c e by “lbe Government”.

If further matters arise c o n e The Corpowtion’s” opw-
ttons in Jamc~ica, “The Garanunent” and “The corpclration” will
dBscuss The mne with a view estabhhing qpqniate addjtional
mrrangmmts in the spirit of thos Agreement

19. Any legislative and administra live actim reqniTed in Jamaica
neces~ary to amfw full legal authority f a the matters hereby
agreed will be taken by ‘The Government’’ m its ap.propriate
departments and O f k 5 .

20. Any problems arising under this Agremnent will be discussed
between “The Gavanment” and “The Corporation’’ with a view
to their being w i y and amicably reaolvd.

~ ~ O I I S and pidw ma be a d d bo wbo l l y -owned ill--
msns d& lk ry d -2le cbmtioil” approved in writing for

18.

The parzies mlmribe to this Agreement in the a@ of ill

original wpia in English and two oaiiginal copies in Spanish,x of the
* on &-day d . 199 in twu

THE GOVERNMENT OF CORPORACION ANDINA DE
IAMAICA FOMENT0

L. ENRIQuE GARWA
Executive Preident

mhe inclusion of fnis page is authorized by LN. 3lzOo11

ANDEAN DEVELOPMENT CORPORATION AGREEMENT

PART UI
AGREEMENT FOR THE SUBSCRIPTION OF

COMMON CAPITAL STOCK
This Agreement Iw the Subscription of Common Capital Stock has

been entered into by the CORFQRACION ANDINA DE FOMENM
(hpnei&er referred to as ‘The Capowtion”) repnseated
Executive Resident. Dr. L. Enrique Gwcia. of ,the 6rst part: au the
GOVERNMENT OF JAMAICA, hmeimftex erred to as “The
Gov-mt” m t e d by the H&le .................................

9 its
............. of the second part; in accordanoe with the following clauses:
FIRST: ‘The Government” a p e s with “The Chrpmtion’’ to sub.
scribe for .................. Series “C” sbares of &nunon Capital Stock d
“The Cmpratton”, each share with a & value of ........................
United States dollars: the total price of the stcck being the BmouIlt of

The chat;lceeristics of the Series “C‘ stock are those stated in Annex

-
........................... united stata dallar (us$ .......................... ..).
I, which will form an in,tegral paR of this Agreement.

SECOND: T h price of stock will be paid .by “The Government”
in two (2) pans. my percent (50%) shall be paid on the date of the
subscription of the stmk and the remaimg Efty percent (50%) shall be ..
fid &thin a period of aftathedateofthe
subscription of the sock.

THIRD: The amounts mentioned in the f w i o g clause will bc paid
by ‘The Government” in United Statea dollars.

FOURTH: As of the date on which “The Government” e&as the 6rat
payment referred to in the Second Clause of the AlTroemcnf it will
acquire the rim and obligations o~mspnding to a Series “C” Stock-
holder of “The Corporation”.

FIFTH: For the e lk is of t h ~ s Agreement, the parties gjve the fdlowing
addresses :
THE GOVERNMENT OF JAMAICA
Mailing Address: whm, Jamaica.
Cable Address: Telephone: (876)

FaX: (876)

CORPORACION ANDINA DE FOMENT0
Mmling Address: Ed&& T o m CAF

A d & Luis M e
A h m h ,
Caracas, Venezuela.

W C inclusion of t h P g c is authorued by L.N. 3/2001]

n

28 ANDEAN DEVELOPMENT CORPORATION AGREEh¶i?h‘T

Cuble Address: Corporation Andina de Foment0
Telephone: (582) 209-2120

Telex No. : 23504 CAFVF
FaX: (582) 209-2406

SIXTH: Any pblems ar i s i i under this Agreement will bc diaxmuj
between the parties in order to arrive at a speCay and amkable
resolution of the matter.

By common -men5 the pattics subscribe to this Agreemeat for
subsaiption of f3mlmm capital shock in tbs city d
this of ,199 i n t l R o ( 2 ) o r i ~ i .
English and two (2) originals in Spanish, all of &e same tenor.

THE GOVERNMENT OF CORPORACION ANDINA DE
JAMAICA FOMENTO.

L. &RlQuE GNaA
Executive Resident.

ANNEX I

CORPORACION ANDZNA DE FOMENTO
RESOLUTION No. 865189

D.LXli.RSl89

FEATURES OF SERIES “C SHARES

‘ZhcBcadofDjrwtma
Having -:-

Document D LXII.Dd/ 89 and tbo power granted them by @er
(c) of Article 6 of the Constitlltive Agrwmcat of the Corporacm
An& de Fomento.

Reaolved : -

1. Trpe of Sharc: Nominal.
2.

To state the basic featurea of Series “C” sharrs. to wit:

Currency: Sham will be nated in United S f a h dallats md

poration. Total umvertil?ility and rn&tmrubx. of the due
the& in relation to the United States dollars shall be

shall be paid in any CUIIUK~ to the &khdia of the &-

-t=d.

inclusion of hip page i s authorircd by L.N. 31xM11

ANDEAN DEVELOPMENT CORPORATZON AGREEMENT

3. Form of Paymeat: Shares W be subscribed to form the
paid-up capital and security capital in such proportion. ternis
and conditions to be agreed upon by subscribers and the
administratiW.
Payment is to be made within such period of time as agreed
upon by the parties, which shall not exceed two (2 ) years.

4. Vdue of shares: - Face Value: Five Thousand United States dollars
- cash: The equity value to be determined by the

(US$5.000.00).

Administration.

5. SUM- and M-biity: These ntay be Sub-
scribed to by international agencies or by corporations or
n a W persons from outside of the subregion. At any rate.
sucb subscription shall bc first approval by the Jhard of
Direcmm.
Shares may be assigned to similar persons in a same country.
and those subscribad to by international agencies may Le
assigned to other similar agencies.

6. Certificate d Sham and Assigning Procedure: The provisions
set f m h in Articles 5 6 7 and 8 of the Cormnation’s General _ _ _ - ., ., . ~~~ ~ .~ ~~~ ~
By-Law shall apPy to Series “c” shares. Shares helonping to
international agencies shall be marked so identified, it being
recoded in the stockholders book, in replacemtan of country’s
name and stockholder’s nationality as referred to in Articles 5
and 6 respectively.

Other rights and Obligatim: The rights and obligatiom act
forth in the ConstCtutive Agreement and in the General By-
Law. Meeting’s decisions and Board of Directors’ resolutions
not exclusively refemng to Series “A” and “ B sbkholders
shall apply to Series “c” stockholders.

7.

Caracas, Sepiemlxr 19, 1989.

29

Ehe inclusion of this page i s aurharized by L N. 3 200011