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Approve The Convention Articles Of The Bank Of The South, Signed In Porlamar, Bolivarian Republic Of Venezuela.

Original Language Title: Apruébase el Convenio Constitutivo del Banco del Sur, suscripto en Porlamar, República Bolivariana de Venezuela.

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CONVENTIONS

Law 26,701

Approve the Constitutional Convention of the Bank of the South, signed in Porlamar, Bolivarian Republic of Venezuela. Sanctioned: September 7, 2011. Enacted: September 9, 2011.

The Senate and Chamber of Deputies of the Argentine Nation, meeting in Congress, etc., are sanctioned by law:

ARTICLE 1 °-Approve the CONVENTION ESTABLISHING THE BANK OF THE SOUTH, signed in Porlamar-BOLIVARIAN REPUBLIC OF VENEZUELA-on September 26, 2009, consisting of THIRTY-FOUR (34) articles, an Annex and an Appendix, whose authenticated photocopy is part of this law.

ARTICLE 2 °-Commune to the national executive branch. GIVEN IN THE SESSION HALL OF THE ARGENTINE CONGRESS, IN BUENOS AIRES, ON SEPTEMBER 7, TWO THOUSAND ELEVEN. -REGISTERED UNDER N ° 26.701-EDUARDO A. FELLNER. -JULY C. C. COBOS. -Enrique Hidalgo. -Juan H. Estrada.

CONVENTION ESTABLISHING THE SOUTHERN BANK CHAPTER I DENOMINATION AND DOMICILE ARTICLE 1. NAME, VENUE AND SUB-VENUES 1.1 Under the name "Banco del Sur" is a financial institution governed by international public law, with its own legal status, which shall be governed by the provisions contained in this Convention. The Bank will have its headquarters in the City of Caracas, the Bolivarian Republic of Venezuela, a Subseat in the City of Buenos Aires, Argentina, and another Subseat in the City of La Paz, Plurinational State of Bolivia. You can establish the Dependencies that are necessary for the development of your functions. 1.3 The distribution of operational functions between the Headquarters and the Submissions will be defined by the Council of Ministers on the basis of principles of agility, efficiency and decentralization. CHAPTER II ARTICLE AND FUNCTIONS ARTICLE 2. OBJECT

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2.1 The purpose of the Bank is to finance the economic, social and environmental development of "member countries", in a balanced and stable way by making use of intra-and extra-regional savings; strengthening integration; reducing asymmetries and promoting equitable distribution of investments among Member Countries. 2.2 The Bank will provide credit assistance only in the Member Countries for the implementation of projects in the territorial scope of UNASUR. ARTICLE 3. FUNTIONS 3.1 To fulfill its purpose, the Bank has full legal capacity to acquire rights and to contract obligations, being able to perform the functions and perform the acts that they do to their object or are related to it. In this sense, the Bank should be self-sustaining and governed according to professional criteria and financial efficiency, according to the international parameters of good corporate governance. May-individually, or in conjunction with other national and international bodies or entities-among other acts and functions: 3.1.1 Financing in any member country State bodies, autonomous entities, joint ventures, private companies, cooperatives, associative and community enterprises, carrying out projects of the types indicated below. The evaluation of each project will take into account the advances that it generates in relation to the achievement of food sovereignty, energy, health, natural resources and knowledge. In all cases the Member Country concerned must express its non-objection to the eligibility of the projects, without representing its guarantee or guarantee. In this sense, the Bank will be able to finance: 3.1.1.1 Development projects in key sectors of the economy, aimed at improving competitiveness, scientific-technological development, infrastructure, generation and provision of services, intra-regional productive complementarity, and the maximization of the value added to the raw materials produced and exploited in the countries of the region; 3.1.1.2 Development projects in social sectors such as: health, education, security social economy, social economy, promotion of participatory democracy and The European Council, the European Parliament, the Committee of the European Parliament, the Committee of the European Parliament, the Committee of the European Parliament, the Committee of the European Parliament, the Committee of the European Parliament, the Committee on the Environment, the Environment and the Environment expansion and interconnection of regional infrastructure; and the creation and expansion of regional production chains; 3.1.1.4 Projects aimed at reducing asymmetries between Member States, taking into account the needs of the countries with less relative economic development. 3.1.2 To promote and facilitate, at the request of the Member Countries, multidisciplinary technical assistance for the preparation and implementation of plans, programs and development projects, including the identification of investment programs, the study of priorities and the formulation of proposals on specific national and regional projects, as well as complementarity and cooperation. 3.1.3 Granting guarantees, guarantees and other guarantees to the financing of projects that promote the productive, economic, financial and social development of the Member Countries. 3.1.4 Issue bonds and any other type of title value for financing of your credit activities. Also, perform asset securitization operations and, in general, capture resources under any financial modality. 3.1.5 To act as a broker of securities issued by the Member Countries. 3.1.6 Provide portfolio management services, organise, constitute and administer trusts, exercise mandates, act as a commission and custodian of securities securities, treasury functions to governmental, intergovernmental and international agencies, public and private companies and in general to carry out any fiduciary operation. 3.1.7 Create and administer a special social solidarity fund, the purpose of which will be the repayable or non-refundable financing of social projects.

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3.1.8 Create and administer a special emergency fund, the purpose of which will be assistance in natural disasters through reimbursable or non-reimbursable financing to alleviate the effects of these disasters. For the establishment of this fund, as for that referred to in the preceding paragraph, the Bank may not use its integrated capital or the Statutory Reserve Fund of Article 17 (1) of this Constitutive Convention. It shall also implement specific accounting for such operations. 3.1.9 To promote the process of South American integration, through the development of a regional monetary system, the increase of intra-and extra-regional trade, the internal savings of the region, as well as the creation of financing funds for the regional development. CHAPTER III CAPITAL OF THE BANK ARTICLE 4. CAPITAL 4.1 The amount of the Authorised Capital amounts to the amount of 20 billion US Dollars (USD 20,000,000,000.00) represented by twenty thousand (20,000) Ordinary shares, nominative with a nominal value of one million Dollars Americans (US$ 1,000,000.00) each. The Subscribed Capital of the Bank is seven billion US Dollars (USD 7,000,000,000.00), represented by 7,000 (7,000) Ordinary, Nominative Shares. The subscribed capital shall be increased in the proportion decided by the Council of Ministers. 4.2 The capital of the Bank is divided into: 4.2.1. Class A shares: may be holders of Class A Shares to the National Member States of UNASUR. 4.2.2. Class B shares: National States that do not integrate UNASUR may be holders of Class B Shares. 4.2.3. Class C shares: Central Banks, public, mixed or semi-public financial institutions may be holders of Class C Shares, where the State has an equity stake of more than fifty percent. (50%) of the capital, and multilateral credit institutions. 4.3 The Ordinary Shares will be written, will not be represented in titles, will be held in accounts in the name of their respective holders by the Bank, and in books that will have to comply with the formalities established by the Executive Board. Ordinary Shares are indivisible and non-transferable to third parties. They may not be the subject of co-ownership or shall constitute usufruct, garment or guarantee rights. 4.4 The Founding Countries will subscribe to Class A Shares for seven billion US Dollars (USD 7,000,000,000), as indicated in the Annex that forms part of this Constitutive Convention. The other National Member States of UNASUR that join the Bank will be able to subscribe to Class A shares totaling up to three billion US Dollars (US$ 3,000,000,000). Such subscription shall be made in accordance with the slots set out in the Annex which forms part of this Constitutive Convention. Member Countries may increase their participation in the Bank's Authorised Capital, but such increase shall not be computed for the purposes of the exercise of the right to vote of the respective shareholders. Article 4 (1) of this Agreement shall be the subject of an action taken in the Annex to this Convention. 4.5 Integration of Class A. 4.5.1 Shares Each of the Class A subscribed Shares may be fully integrated into US Dollars or as follows: 4.5.1.1 A minimum of 90% (90%) of the nominal value of each share will be integrated in Dollars Americans; and

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4.5.1.2 Up to a maximum of 10% (10%) of the nominal value of each share in the local currency of the Member Country that subscribes to the action in question. 4.5.2 The subscribed shares will be integrated into Capital Cash and another part in Guarantee Capital. 4.5.3 In no case will the Cash of Integration in Dollars be less than twenty percent (20%) of the total Integration in Dollars. The remaining amount will be integrated as Guarantee Capital. 4.5.4 In no case will the Cash Capital of the Integration in Local Currency be less than twenty percent (20%) of the total to be integrated into that currency. The exchange rate applicable for the purposes of Local Currency Integration shall be determined in accordance with the manner set out in Article 4 (10). The remaining amount will be integrated as Guarantee Capital. The amount of the Local Currency Guarantee Capital shall be adjusted periodically in accordance with the rules laid down in Article 4 (10) of this Constitutive Convention. The periodicity of the adjustment shall be determined by the Executive Board, with the adjustment being made at least one (1) time per year. 4.5.5 Schedule. The Founding Countries will integrate the actions as follows: 4.5.5.1 Argentina, Brazil and Venezuela will integrate not less than twenty percent (20%) of the Capital Subscribe in accordance with the provisions of the Annex to this Convention. the expiration of the period of one (1) year from the entry into force of the Constitutive Convention or, if this has already occurred, one (1) year from the deposit of the instrument of ratification of this Convention Constitutive to the Depositary, the provisions of Article 31 (2) of this Constitutive Convention. The remaining 80% (80%) will be integrated into four (4) annual, equal and consecutive quotas. However, each country will be able to accelerate the integration of the subscribed capital according to its possibilities. 4.5.5.2 Bolivia, Ecuador, Paraguay and Uruguay shall comprise not less than 10% (10%) of the subscribed capital in accordance with the provisions of the Annex to this Convention, before the expiry of the period of one (1) year from the date of the entry into force of the Constitutive Convention or, if this has already occurred, one (1) year from the deposit of the instrument of ratification of this Constitutive Convention. The remaining 90% (90%) will be integrated into nine (9) annual, equal and consecutive quotas. However, each country will be able to accelerate the integration of the subscribed capital according to its possibilities. 4.6 On the occasion of the incorporation of a new Class A, B or C partner, the integration of the Ordinary Shares must be carried out within the time limits, quotas and other modalities that the Council of Ministers will provide in a timely manner. The conditions of integration may not be more beneficial than those laid down in Article 4 (5). 4.7 Limitation of liability. The shareholders of the Bank limit their liability to the Ordinary Shares for which they subscribe. 4.8 The guarantee capital will be subject to the obligation of cash integration when the Bank's own resources are insufficient to meet undefable financial needs. The enforceability of the integration will be done in proportion to the shareholding that corresponds to each shareholder country and will proceed, at the request of the Executive Board, after approval of the Council of Ministers. 4.9 It will be suspended the right to vote of the Directors and the members of the Councils acting on behalf and representation of the holders of Ordinary Shares of the Bank who are in arrears in the duties of integration of the subscribed Ordinary Shares. 4.10 Determination and adjustment of the value of obligations in local currency. Whenever necessary, in accordance with this Constitutive Convention, to determine in terms of American Dollars, the value of an obligation of a Member Country denominated in local currency for the integration of Cash Capital, or Guarantee capital, such determination will be made by the Bank taking the market exchange rate, between the local currency of the Member Country and the U.S. Dollar, where

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The Bank can effectively acquire US Dollars against that currency. CHAPTER IV ORGANIZATION, ADMINISTRATION, CONTROL AND RESPONSIBILITIES ARTICLE 5. The governing bodies of the Bank are the Council of Ministers and the Board of Directors, and the executive board is the Executive Board. The Bank shall also have an Audit Board. ARTICLE 6. The Council of Ministers 6.1 The Council of Ministers is constituted by the Ministers of Economic Affairs, Finance, Finance, or equivalent officials of the Member Countries. His duties will be ad-honorem. In the absence of the Minister for Economic Affairs, Finance, Finance or equivalent official, he may appoint an official of his country who shall be representative of the Member Country. 6.2 The Council of Ministers shall meet in an ordinary manner once a year, within the four (4) first calendar months and extraordinarily at the request of three (3) or more Ministers or the Executive Board. 6.3 The Council of Ministers shall take its decisions by a favourable vote of at least three quarters (3/ 4). parts of its members. Each Member Country shall be entitled to one vote. 6.4 It is for the Council of Ministers: 6.4.1 To establish the Bank's medium and long-term general policies subject to the provisions of this Constitutive Convention. 6.4.2 Admit new shareholders and determine the conditions of its admission subject to the provisions of this Constitutive Convention. 6.4.3 Suspend and/or liquidate the Bank's operation, in accordance with the provisions of this Constitutive Convention. 6.4.4 Increase or decrease the Bank's subscribed capital, where the shareholders ' income or withdrawal occurs, or at the request of a Member Country, on the terms provided for in this Convention. 6.4.5 On a proposal from the shareholders, appoint holders and alternates in the Executive Board, and in the Board of Directors, and the Audit Board and accept their resignation. Also, to resolve its replacement, for the remainder of the term of office, at the request of the shareholder who would have proposed it. 6.4.6 Exercise the powers provided for in Article 19 of this Constitutive Convention. 6.4.7 Resolver on the remuneration of the Executive Board proposed by the Board of Directors and fix the allocations of the members of the Board 6.4.8 Approve the annual management of the Executive Board carried out in the immediately preceding economic year, according to the report prepared by the Board of Directors. 6.4.9 Approve the Accounting and Financial Statements of the Bank, taking into account the report drawn up by the Board of Directors. 6.4.10 Dispose the treatment of the Utilities, in the terms of Article 17 of this Constitutive Convention. 6.4.11 Decide on the operating and management conditions of the special funds of solidarity and emergency. The Council will also approve the special fund regulations. 6.4.12 To approve the Strategic Plan, on the recommendation of the Management Board. 6.4.13 Develop, approve and modify its operating regulations. 6.4.14 To interpret the Constitutional Convention of the Bank. 6.4.15 To tender or to resolve on any other matter which by this Convention is not an explicit or implicit competence of another organ or that is not expressly attributed in the Previous paragraphs. ARTICLE 7. THE BOARD OF ADMINISTRATION.

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7.1 The Management Board shall be composed of one representative of each Member Country appointed by the Council of Ministers on a proposal from each Member Country. A member of the Council of Ministers or the Audit Board or the Executive Board may not be held simultaneously as a member of the Board of Directors. 7.2 The members of the Board of Directors shall have a term of office of three (3). years. They may be appointed for another consecutive term but, in that case, they will only be able to hold office again after an interval of a term of office. The Chairman of the Board of Directors shall be elected by and among its members. 7.3 Each holder shall have an alternate member who will replace him in the event of temporary or permanent absence. 7.4 The Board of Directors shall meet at least quarterly, or extraordinarily at the request of the Executive Board, or at the request of three (3) or more members. 7.5 Members shall receive an allowance for attendance at meetings of the Board of Directors. 7.6 In order for the decisions of the Management Board to be valid, a quorum shall be required at least three quarters (3/ 4). members. The Board of Directors adopts its decisions by the favorable vote of the Absolute Majority of the members present. Each Member Country shall be entitled to one vote. 7.7 The Management Board shall: 7.7.1 Monitor the economic, financial and credit management of the Bank, in the framework of the Strategic Plan. 7.7.2. internal as well as suggest modifications that you consider convenient. 7.7.3 To approve the credit risk criteria and, in general, to define the comprehensive risk policy in accordance with Article 11, proposed by the Executive Board. 7.7.4 To set out in general the specific requirements of professional suitability and experience to be required for the role of the Bank's Director, and assess its compliance in each case and at the request of the Council of Ministers. 7.7.5 Approve quarterly reports of activities, reports financial, and credit reports raised by the Executive Board. 7.7.6 Elaborate and raise to the Council of Ministers an annual report on the economic, financial and credit management of the Bank. 7.7.7 to decide on the quarterly and annual financial and financial statements of the Bank, approved by the Executive Board. 7.7.8 Approve the the operational and expenditure budget of the Bank for the following financial year. 7.7.9 To decide on the Strategic Plan presented by the Executive Committee and to raise it to the Council of Ministers for approval. 7.7.10 Develop, approve and amend its operating rules. 7.7.11 To issue an opinion on all matters submitted to it by the Council of Ministers. ARTICLE 8. THE Executive Board 8.1 The Executive Board shall be composed of representatives of the shareholders, as follows: one (1) Director for each Member Country, appointed by the Council of Ministers on a proposal from each of them; one (1) Director appointed by the shareholders of shareholders of Class B shares; and one (1) Director appointed by the shareholders ' group of shareholders of Class C. 8.2. The members of the Board of Directors shall be appointed for a period of three (3) years. They may be appointed for a further period of time and, in such cases, they may only hold office again after an interval of a term of office. 8.3 Each titular Director shall have an alternate Director to act in place of the Chief Executive, in case of

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temporary or permanent absence of this. 8.4 The Board of Executive Directors shall meet ordinarily once a week and, extraordinarily, whenever convened by its Chairman, the Board of Directors or three (3) Directors. 8.5 The position of Chief Director shall be remunerated, as the Deputy Director may receive remuneration when acting on behalf of the Chief Executive, in accordance with the rules of procedure of the Executive Board. 8.6 The Directors shall meet the requirements of suitability and professional experience established by the Board of Directors. 8.7 The Directory Executive may be validly sessioned with the presence of a number of Directors representing at least the Simple Majority of the Member Countries. 8.8 The resolutions shall be adopted by Majority Simple of the Directors representing the Countries Members present. Directors representing shareholders of Class B and C Shares will have a voice but no vote. 8.9 However, in the cases of Article 8 (10) (2), (9), (10) and (11), and only in the case of operations provided there are amounts exceeding 70 million US Dollars (USD 70,000,000) or one per cent (1%) of the capital paid at the time of the vote, whichever is greater, and in the case of Article 8 (10) (14), the affirmative vote of two thirds (2/ 3) shall be required for parts of the Directors representing more than 60 and six % (66%) of the capital of the Class A Shares. These amounts may be increased by unanimous resolution of the Council of Ministers. 8.10 The Executive Board shall be in charge of the general administration of the Bank and, in particular, shall: 8.10.1 Run the financial, credit and economic policy of the Bank, established by the Council of Ministers and the Board of Directors, in the terms of this Convention. 8.10.2 Authorizing and/or approving the holding of active and passive operations, investments, debt-taking or issuance of bonds, bonds, guarantees and any other transaction, contract or a transaction which, directly or indirectly and in any currency, is intended to implement the social object set out in this Convention and the policies which the Council of Ministers and the Council of Ministers shall periodically establish. Administration. 8.10.3 Present quarterly and annually to the Board of Directors of the Accounting and Financial States of the Bank. 8.10.4 Submit to the approval of the Board of Directors the operating and expenditure budget of the Bank, for the Next financial year. 8.10.5 Raise the Bank's operational and administrative rules and specific regulations to the Board of Directors. 8.10.6 To raise the credit risk criteria to the Board of Directors and, in general, the comprehensive risk management policy, to which the Bank's operation should be adjusted. 8.10.7 Designate of the representatives of the member countries a President and other members of the Executive Board in accordance with the provisions of Article 9. In the event of resignation, death, incapacity, inability, removal or temporary or permanent absence, the incumbent President will be replaced by one of the members of the Executive Committee, elected by its members. 8.10.8 Approve the matters relating to the Bank's staff, such as their remuneration, the definition of the functional table, the staff regulations, the definition of rights and obligations, and the rules on the determination of responsibilities. The appointment of the Bank's staff should be preceded by a transparent selection and competition process. 8.10.9 Authorize the subscription of agreements and contracts, necessary for the fulfillment of the object of the Bank. 8.10.10 Authorize the acquisition, disposal and management of real estate and furniture.

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8.10.11 Authorize the subscription of judicial or extrajudicial transactional conventions; arbitration agreements and/or accept other alternative dispute resolution mechanisms. 8.10.12 Draw up quarterly reports of activities, financial reports and credit reports for consideration by the Board of Directors. 8.10.13 Create the committees or committees of the Executive Board and approve the internal organization of the Bank and the respective distribution of competencies for its best functioning. 8.10.14 Delegate to the Executive Committee, on the basis of general parameters and subject to maximum limits, the powers provided for in Article 8 (10) (2). 8.10.15 Develop, approve and amend its operating rules. 8.10.16 To convene an extraordinary meeting of the Council of Ministers and the Board of Directors. 8.11 Compete the President of the Board of Directors, as President of the Bank: 8.11.1 Exercise the legal representation of the Bank. 8.11.2 Convene and preside over the meetings of the Executive Board. 8.11.3 Driving the institution's ordinary business and being the head of its staff. 8.11.4 To direct the acts of administration of personnel, in accordance with the rules and rules established by the Executive Board, and to delegate all or part of these powers. It shall take into account, when appointing staff, the need to ensure their highest degree of efficiency, competence and integrity. ARTICLE 9. THE Executive Committee 9.1 The Executive Board shall be composed of the President of the Executive Board and, as determined by the Executive Board, up to three (3) Directors. The Executive Committee shall have at least one member appointed by the Member Countries whose capital contribution corresponds to the three (3) lower frays determined in the Annex to this Constitutive Convention. 9.2 Executive will have a three (3) year term. Member Countries whose representatives are to be included in the Executive Board may repeat for another consecutive term and may only hold office again after a term of office. However, the member country holding the presidency of the Executive Board may only be able to hold that office again after an interval of at least two (2) mandates. In any event, the status of Director shall be retained to integrate the Executive Committee. 9.3 The decisions of the Executive Committee shall be taken by a simple majority of members. The President of the Executive Board will have a double vote in case of a tie. 9.4 The Executive Committee shall: 9.4.1 Coordinate the work of the Bank's units, and may delegate powers. 9.4.2 Design and propose to the Executive Board the operational and administrative rules necessary for the operation of the Bank. 9.4.3 Present the Strategic Plan to the Board of Directors after approval of the Executive Board. 9.4.4 Develop, approve and amend its operating rules. 9.4.5 All the privileges delegated to the Executive Board. ARTICLE 10. THE AUDIT BOARD 10.1 The Audit Board shall be composed of one (1) member (1) and one alternate member appointed by the Council of Ministers on a proposal from each Member Country; one (1) member and one alternate member for the total shareholders holding Class B shares; and one (1) holding member and one alternate member for the total shareholders holding Class C. Shares shall not be held simultaneously as a member of the Audit Board, a Director or a member of the Council of Ministers or a member of the Board of Directors. 10.2 Audit shall be appointed for a period of three (3) years. They may be appointed for another consecutive term and, in that case, may only be appointed again

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after an interval of a command. The Chairman of the Audit Board shall be elected by and among its members. 10.3 Each holder shall have an alternate member who will replace him, in the event of temporary or permanent absence. 10.4 The Audit Board shall meet at least quarterly or extraordinarily at the request of three (3) or more of its members. 10.5 Members shall receive an allowance for attendance at the meetings of the Audit Board. 10.6 The Audit Board shall take its decisions by the vote of the absolute majority of its members. Each member shall be entitled to one vote. There are differences in the vote, the dissenting members have the right to put on record the reasons for their dissent in writing. 10.7 The members of the Audit Board shall be appointed under specific conditions of professional suitability and experience in financial, accounting or legal matters, fixed in general by the Council of Ministers. 10.8 of the Audit Board: (i) the officials and employees of the Bank; (ii) the spouses, the relatives by means of a straight line, the collateral up to and including the fourth grade, and the like within the second grade of the members of the Council of Ministers, Administration and the Executive Board; iii) persons with economic or commercial interest with the Bank. Members of the Audit Board shall perform their duties on a personal and inselectable basis, and shall receive an allowance for attendance at Council meetings. 10.9 The Audit Board shall: 10.9.1 Recommend to the Board of Directors the hiring of an external audit firm, independent and of recognized regional and international prestige, which will certify the annual Accounting and Financial Statements that will be presented by the Executive Board. 10.9.2 Review and to issue an opinion on the Bank's financial and financial statements, in advance of the presentation to the Council of Ministers, monitoring compliance with the regulatory requirements and the correct application of the accounting criteria in force. 10.9.3 Evaluate the compliance by the Executive Board of the recommendations of internal and external audits. 10.9.4 Recommend to the Executive Board the correction or improvement of policies, practices and procedures identified in the field of their privileges. 10.9.5 Organize internal audit procedures, according to the international parameters of good corporate management in financial matters. 10.9.6 Develop, approve and amend its operating rules. 10.9.7 Develop and publish, quarterly, the report of the Audit Board. 10.9.8 Fiscalize the administration of the Bank, being able to require and examine the computer systems, books and documents, which are necessary for the exercise of its functions. 10.9.9 To monitor compliance with the provisions of this Constitution, the internal regulations and other regulations issued in its consequence by the governing bodies of the Bank. 10.9.10 Recommend to the Executive Board, when serious or urgent reasons so require, the call for an extraordinary meeting of the Council of Ministers. 10.10 The President of the Audit Board or a member of the Council for e! appointed shall attend, with a voice but without a vote, the meetings of the Council of Ministers, the Board of Directors and the Executive Board, where present the quarterly and annual accounts and financial statements, or the subject matter of their competence. ARTICLE 11. RESPONSIBILITIES 11.1 The members of the Board of Directors, the Board of Directors and the Audit Board

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must act with honesty and diligence, ensuring compliance with the present Constitution. 11.2 The violation of the principles referred to in the previous paragraph, conduct contrary to the interest of the Bank and the abuse of powers, generate the responsibility of the members of the Management Board, the Executive Board, the Executive Board or the Audit Board for the acts performed in the performance of their duties. CHAPTER V RISK MANAGEMENT ARTICLE 12. COMPREHENSIVE RISK MANAGEMENT The Bank shall develop, adopt and implement measures and mechanisms to identify, measure, monitor, control and mitigate the risks it faces in the exercise of its operations to preserve its heritage and to exploit its market opportunities by maintaining exposure to risks within the limits defined by the Board of Directors. ARTICLE 13. DEBT AND EXPOSURE LIMITS 13.1 The Bank's liabilities may not exceed an amount equal to two and a half times (2 1/ 2) times its Net Heritage. 13.2 The limit of the previous paragraph may be increased to a maximum of four (4) times the Heritage Net of the Bank by decision of the Council of Ministers. 13.3 The total of the loans and investments of the Bank, plus the total amount of guarantees and guarantees awarded in favor of third parties, will not be able to exceed an amount equivalent to three (3) times the Net of the Bank. 13.4 The limit of the preceding paragraph may be increased to a maximum of four and a half (4 1/ 2) The Bank's Net Heritage is a decision of the Council of Ministers. 13.5 Argentina, Brazil and Venezuela will be able to obtain loans from the Bank for an equivalent amount of up to four (4) times the subscribed capital that each has integrated. 13.6 Bolivia, Ecuador, Paraguay and Uruguay will be able to obtain loans from the Bank for an equivalent amount of up to eight (8) times the subscribed capital that each has integrated. 13.7 In the case of the other National States of UNASUR, the Council of Ministers will decide the multiplier for which they will be able to obtain loans from the Bank in relation to the subscribed capital that each one has integrated. The multiplier may not be less than four (4) and not more than eight (8). CHAPTER VI FINANCIAL YEAR, BALANCE SHEETS AND UTILITIES ARTICLE 14. FINANCIAL FINANCIAL YEAR 14.1 The Bank's financial year will be for annual periods, which will begin on 1 January and end on 31 December of each calendar year. ARTICLE 15. ACCOUNTING AND FINANCIAL STATEMENTS 15.1 The day on which the financial year is concluded shall be closed for the purposes of the preparation of the Bank's Accounting and Financial Statements. ARTICLE 16. PUBLICATION OF REPORTS AND SUPPLY OF INFORMATION 16.1 The Bank shall publish a report annually, which shall contain the audited financial and financial statements. You may publish other appropriate reports. Copies of all publications made in accordance with this Chapter shall be supplied to all the shareholders of the Bank. ARTICLE 17. Profits 17.1 The Bank shall not distribute Utilities between the National States holding Class A and B Shares. In any event, the whole of the Utilities of each financial year shall be used for the establishment of a Fund

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Reserve statutory until its cumulative amount reaches a value equivalent to two (2) times the Capital Subscribe. Once that level has been reached, the Council of Ministers will determine the allocation of surplus Utilities. CHAPTER VII DENUNCIATION, WITHDRAWAL AND SUSPENSION OF SHAREHOLDERS ARTICLE 18. DENUNCIATION AND WITHDRAWAL 18.1 Member Countries may denounce this Constitutional Convention by simultaneous notification to the Ministry of the People's Power for Foreign Relations of the Bolivarian Republic of Venezuela and to the Council of Ministers in The Bank's Headquarters. 18.2 Other shareholders may withdraw from the Bank by notification to the Council of Ministers at the Bank's Headquarters. 18.3 The withdrawal or withdrawal will have a definitive effect after six (6) months from the date of the date on which the notification was delivered. However, during that period, the shareholder and the members of the Councils of Ministers, Administration and Audit, and of the Executive Board that represent them, may not exercise any role arising from this Constitution. 18.4 Before the withdrawal or withdrawal has a definitive effect, the shareholder may desist from his or her intention to denounce or withdraw, provided that he notifies the Bank and/or the Ministry of the People's Power for Foreign Relations of the Republic of Venezuela's Bolivarian in writing. 18.5 Even after the withdrawal or withdrawal has definitive effects, the shareholder will continue to be liable for all direct and indirect obligations it has with the Bank on the date of delivery of the notification, including the referred to in Article 20. However, it shall not be liable for any obligations arising out of the operations carried out by the Bank after the date of notification of the withdrawal or withdrawal. ARTICLE 19. SUSPENSION OF A SHAREHOLDER 19.1 The shareholder who fails to fulfil his obligations to the Bank may be suspended when the Council of Ministers decides. 19.2 The suspended shareholder will automatically cease to take such a character upon the expiry of the one (1) year from the date of suspension, unless the Council of Ministers agrees to terminate the suspension. In this case, the provisions of Article 20 shall apply to it. 19.3 For the duration of the suspension, the shareholder, and the members of the Councils of Ministers, Administration, Audit and the Executive Board that represent it, shall not be able to exercise any function arising from this Convention or to claim any right which is based on the right, except to withdraw in accordance with the provisions of Article 18 of this Constitutive Convention. ARTICLE 20. SETTLEMENT OF ACCOUNTS 20.1 After the withdrawal or withdrawal have definitive effects, and from the date of notification of the complaint or withdrawal, the shareholder will cease to participate in the Bank's Utilities or losses and will not assume responsibility for the future obligations of the Bank, financial and non-financial, direct or indirect. However, its liability for all the direct and indirect obligations it has with the Bank will remain unchanged. They will also continue to apply their creditor rights in respect of the Bank's obligations to the Bank. 20.2 When a shareholder leaves serious, the Bank will take the necessary steps to reacquire the Ordinary Shares of that shareholder as part of the clearance of accounts, in accordance with the provisions of this article; however, such Shareholder shall not have other rights, under this Constitutive Convention, other than those stipulated in this Chapter. 20.3 The Bank and the shareholder that ceases to be so may agree to the conditions for the reacquisition of the Ordinary Shares, in the terms that they both deem appropriate in accordance with the circumstances, without the applicable provisions of the next paragraph. Such an agreement may stipulate, inter alia,

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If the agreement referred to in the previous subparagraph does not take place within six (6) months of the date on which the shareholder has ceased to be a shareholder of the Bank, the Bank shall have the right to settle the matter. If they are not, or within the time limit which they have agreed, the purchase price of the Ordinary Shares held by that shareholder shall be equivalent to the book value they have, according to the Bank's books, on the date on which such a shareholder would have been no longer to belong to the Bank, in which case the transfer shall be made under the following conditions: 20.4.1 The payment of the share price shall only be made after the shareholder who ceases to be a shareholder has granted the corresponding transfer of his Ordinary Shares. Such payment may be made in instalments, within the time limits and the currencies determined by the Bank, taking into account its financial position; 20.4.2 Of the amounts which the Bank gives to the shareholder which it ceases to be, by way of the transfer of its Ordinary Shares, the Bank shall retain an adequate amount as long as the shareholder and, where applicable, its political subdivisions or government agencies, have with the Bank obligations resulting from loan or guarantee operations. The amount withheld may be applied, at the option of the Bank, to the settlement of any such obligation as its maturity occurs. It will not be possible, however, to retain any amount due to the liability that the shareholder eventually has for future requirements of payment of his subscription. 20.4.3 If the Bank suffers losses in any loan or participation operation or as a result of any guarantee, pending on the date on which the shareholder ceased to be, and if the shares exceed the respective reserves in that date, the shareholder shall reimburse the Bank, at the Bank's request, for the amount in which such losses would have altered the purchase price of its Ordinary Shares if they had been deemed to be the book value determined by them had, according to the Bank's books. In addition, the shareholder who ceased to be a shareholder will continue to be obliged to satisfy any payment order, in accordance with Article 4, up to the amount which he would have been required to cover if the order had taken place at the time when determined the purchase price of its Ordinary Shares. 20.5 A shareholder may not be paid any amount which, in accordance with this Chapter, is owed by its shares before six (6) months have elapsed since the date of that such a shareholder has ceased to be. If within that period, the Bank gives an end to its operations, the rights of the shareholder shall be governed by the provisions of Articles 23 and 24 of this Constitutive Convention. The shareholder shall continue to be considered as such for the purposes of those articles, except that it shall not have the right to vote. CHAPTER VIII SUSPENSION AND TERMINATION OF OPERATIONS ARTICLE 21. SUSPENSION OF OPERATIONS 21.1 When circumstances arise that make it impossible for the Bank to function regularly, the Executive Board shall adopt the voting rule set out in Article 8 (9). new loans and guarantees until the Council of Ministers has the opportunity to examine the situation and take appropriate action. ARTICLE 22. COMPLETION OF OPERATIONS 22.1 The Bank may terminate its operations by decision of the Council of Ministers. Upon completion of the operations, the Bank shall immediately cease all its activities except those which are intended to preserve, preserve and perform its assets and to cancel its obligations. 22.2 Resolved the completion of the Bank's operations shall be wound up by a liquidator or a settlement commission in accordance with the provisions of the Council of Ministers. The liquidator or the settlement commission shall represent the Bank during the settlement process. ARTICLE 23. LIABILITY OF SHAREHOLDERS AND PAYMENT OF DEBTS

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23.1 The liability of the shareholders arising out of the capital subscriptions according to the rules of this Constitutive Convention shall continue in force until all the Bank's obligations including indirect and/or eventual obligations are settled. All the direct creditors will be paid with the assets of the Bank and then with the funds to be obtained from the collection of the capital of the capital and the requirement of the guarantee capital. Before making any payment to the direct creditors, the Executive Board shall take the measures necessary to ensure a distribution on a pro rata basis between the creditors of direct and indirect obligations. ARTICLE 24. DISTRIBUTION OF ASSETS 24.1 No distribution of assets shall be made between the shareholders on account of the Ordinary Shares held in the Bank until all the obligations to the creditors have been cancelled or have been made provision for your payment. It will also require the Council of Ministers to decide on the distribution. Any distribution of assets among shareholders shall be made in proportion to the number of Ordinary Shares held and in the terms and conditions that the Bank considers fair and equitable. It will not be necessary for the shares to be distributed to the various shareholders to contain the same asset class. No shareholder shall be entitled to receive its share in the said distribution of assets until it has honoured all its obligations to the Bank. Shareholders who receive assets distributed in accordance with this Article shall enjoy the same rights as the Bank in those assets before the distribution is effected. CHAPTER IX IMMUNITIES, EXEMPTIONS AND PRIVILEGES ARTICLE 25. ALCANCES 25.1 In order to enable the Bank to comply with the object and functions entrusted to it, the Member States shall, in accordance with the internal legal system of each Member State, adopt the necessary provisions to ensure that the Bank is able to fulfil its obligations. the immunities, exemptions and privileges set out in this Chapter. ARTICLE 26. JUDICIAL PROCEEDINGS 26.1 The Bank in contractual relations which it subscribes shall establish as the applicable jurisdiction the competent courts of a Member Country. Without prejudice to the foregoing, upon approval of the Executive Board, the Bank may be subject to another jurisdiction according to the nature of the legal business in question. 26.2 The shareholders and the persons representing them may not take any legal action against the Bank and may only assert their rights, through the procedures to settle disputes established in this Convention. Constitutive or alternative procedures to be established in the future. 26.3 The assets and other assets of the Bank shall enjoy immunity from expropriations, comiso, sequestration, embargo, or any form of apprehension or forced disposal, affecting the Bank's ownership of such assets by executive action, legislative or judicial. ARTICLE 27. INVIOLABILITY OF FILES 27.1 The Bank's files will be inviolable. ARTICLE 28. PRIVILEGE FOR COMMUNICATIONS 28.1 Each Member Country shall grant the Bank's official communications the same treatment as it grants to the official communications of the other Member Countries. ARTICLE 29. TAX EXEMPTIONS 29.1 Both the Bank and its revenues, assets and other assets, as well as the transactions and transactions it carries out in compliance with its object, will be exempt from all kinds of tax and customs duties. 29.2 The allocations, remuneration, salaries and fees, which the Bank pays to its advisers and

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Directors, officials and employees who are not of the same nationality or permanent residents of the country in which they perform for the Bank shall be exempt from taxes. 29.3 Member Countries shall not impose any tax on the obligations or securities issued or guaranteed by the Bank, including dividends and interest, irrespective of the person of the holder. ARTICLE 30. IMMUNITIES AND PERSONAL PRIVILEGES 30.1 The members, directors, officials and employees of the Bank shall enjoy (i) immunity from jurisdiction and enforcement, in respect of acts, including their words and writings, executed by them in the exercise of his official duties and within the limits of his obligations. Without prejudice to this, the Bank may waive immunity at any time; (ii) the same immunities as regards immigration restrictions, foreign registration requirements, treatment of travel documents, obligations of military service and the same facilities for exchange provisions, which the Member Countries grant to the representatives, officials and employees of comparable rank of other Member Countries. 30.2 The privileges and immunities agreed upon in This chapter will only correspond to members, Directors, officials and employees of the Bank who are not nationals and do not have permanent residence in the country in which they perform for the Bank. CHAPTER X GENERAL PROVISIONS ARTICLE 31. VALIDITY 31.1 This Constitutive Convention may not be signed with reservations or may be received on the occasion of its ratification or accession. 31.2 This Constitutive Convention shall enter into force five (5) days after the deposit, in the Depositary, of the instruments of ratification of the Simple Majority of the Founding Countries which, in addition, together represent more than two third (2/ 3) parts of the Bank's subscribed capital. The Depositary shall communicate the date of each deposit to the Signatory States which have signed this Convention and to which they have acceded. The Depositary shall notify the Signatory States of the date of entry into force of this Convention. For the Acceding States, the same shall enter into force five (5) days after the date on which the National State has deposited its instrument of ratification. 31.3 The instruments of ratification must include the declaration that the Signatory or Adherent State has approved the present Constitution in accordance with its internal legislation and has taken the necessary measures to be able to comply with all the obligations imposed on it by the Convention, in particular those relating to the privileges and immunities referred to in Chapter IX of this Convention. At any time, and for the purpose of protecting the Bank's assets and officials, the Council of Ministers may verify that any member country which is the holder of the Headquarters, a Sub-Headquarters or where a Dependence of the Bank is established, has violated seriously or some conditions of immunities, guarantees and privileges granted to the Bank under Chapter IX. In the event that the Council of Ministers finds that the Member Country which is the head of the Headquarters, a Sub-Office or a Dependence of the Bank is in fact, it has seriously violated some or certain conditions of immunities, and privileges granted to the Bank, the Council of Ministers shall resolve the suspension of the activity of the Headquarters, Subseat or Dependence that is in the Member Country for which the consultation was carried out, until such violation has ceased and the damage caused by it has been properly repaired, at the discretion of the Ministers. The Member Country for which the consultation takes place shall have a more non-voting voice in the meetings in which these matters are dealt with, pending the suspension of operation of the Headquarters, Sub-Headquarters or Dependence

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is left without effect as provided for in the preceding paragraph. 31.4 After the entry into force of this Convention, the present Convention shall be open to the accession of the National Member States of UNASUR which so request. ARTICLE 32. Amendment 32.2 This Constitutive Convention may be amended or amended at the initiative of the Executive Board by written communication to the Council of Ministers. The Council of Ministers will forward the proposal to the Member States, which will be put to the vote at the next meeting of the Council. 32.3 The amendments or amendments adopted shall enter into force if they have been accepted by all the Member States. Members of the Bank, through the deposit of the respective instrument with the depositary. ARTICLE 33. INTERPRETATION AND ARBITRATION 33.1 Signatory States agree that any discrepancy, controversy, issue or claim arising between a Member Country of the Bank and the Bank, or between the Member Countries of the Bank, resulting from the interpretation or application of this Constitutive Convention shall be settled by direct consultation between the parties. 33.2 If there have been forty-five (45) continuous days since the date of the start of direct consultations, no satisfactory outcome has been reached for both parties, any of which may apply within the following 30 days. (30) continuous days, that the controversy is subject to the decision of the Council of Ministers of the Bank. For such purposes, the application shall be entered in the Executive Board. The decision of the Council of Ministers of the Bank shall be adopted by consensus and shall be binding on the parties. 33.3 If there have been ninety (90) continuous days since the dispute has been submitted to the decision of the Council of Ministers of the Bank, without the Bank having decided the same, the matter will be definitively resolved to the request of one of the parties by arbitration by a court consisting of three arbitrators. Two arbitrators shall be appointed by the parties and the third party shall be appointed by the Secretary-General of UNASUR. If either party does not appoint its arbitrator, the other party may request the Secretary-General of UNASUR to appoint the missing arbitrator. 33.4 Decisions shall be taken by a majority. The third arbitrator may decide on all procedural matters in cases where the parties do not agree on the matter. 33.5 The arbitral tribunal shall take its decision by taking this Constitutive Convention as the primary source. It shall also, in an additional form, invoke the principles and rules of public international law applicable or other rules of law established by the parties. 33.6 In the event that disagreements arise between the Bank and a National State that has ceased to be a member of the Bank, or between the Bank and a Member Country after the Bank's liquidation has been agreed, the matter shall be settled directly by arbitration, in the same way as in the previous paragraph. CHAPTER XI TRANSITIONAL RULES ARTICLE 34. 34.1 Immediately after the entry into force of this Constitutive Convention as provided for in the preceding chapter, the Council of Ministers will meet at the Bank's headquarters and will appoint the members of the Executive Board, of the Audit Board and the Board of Directors. 34.2 Until the Executive Board has at least seven (7) members representatives of Member Countries, the provisions of Article 9 of the present Constitution shall not apply. and the privileges of the Executive Committee established there shall be exercised by the Board Executive.

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34.3 The Board of Directors shall appoint an "ad hoc" committee consisting of two (2) representatives of the Central Banks, Superintendents of Banks or financial control bodies of each Signatory State, in conjunction with the Board of Directors. Executive, establish a proposal of credit risk criteria and, in general, a comprehensive risk management policy, as well as operational and management rules of the Bank, taking into account the international parameters of transparency and good corporate governance in financial matters. This Committee shall have a maximum period of one (1) year to fulfil its tasks, which may be extended for six (6) months with the approval of the Board of Directors. 34.4 The Council of Ministers shall consider the drafting and approval of its operating rules. 34.5 The Board of Directors, the Executive Board, the Executive Board and the Audit Board shall each have a period of ninety (90) days from their installation to prepare and approve their respective operating regulations. 34.6 The first financial year of the Bank shall begin with the entry into force of this Constitutive Convention and shall end on 31 December. 34.7 This Constitution Convention shall be open for a period of one hundred and twenty (120) days for the signature of the other National States of UNASUR. For these purposes, those National States members of UNASUR shall subscribe to Class A Shares according to the Franjas provided for in the Annex to this Constitutive Convention. 34.7.1 National States included in the Strip (2): 34.7.1.1 They shall integrate the shares according to the schedule provided for in Article 4 (5) (5) (1) of this Constitutive Convention. 34.7.1.2 They may obtain loans from the Bank under the conditions of Article 13 (5) of this Convention. Constitutive 34.7.2 The National States included in the Strip 5 (5): 34.7.2.1 Shall integrate the shares according to the schedule provided for in Article 4 (5) (5), sub-paragraph 2 of this Constitutive Convention. 34.7.2.2 They may obtain loans from the Bank under the conditions of Article 13 (6) of this Agreement. Constitutive Convention 34.8 Until the Secretary-General of UNASUR is elected and the Constitution of UNASUR takes effect, the designation of the third arbitrator for the purposes of Article 33 shall be carried out by the Council of Ministers. Signed in the city of Porlamar, Bolivarian Republic of Venezuela, at the twenty-six days of the month of September of the year two thousand nine, in an original copy written in the Spanish and Portuguese languages. For the Republic of Argentina

ANNEX

Strip Country Amount in millions of U$S

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APPENDIX

DEFINITIONS

For the purposes of this Convention:

1) "Ordinary Shares" means the fractions in which the Bank's Capital is divided, and is subdivided into

Class A Shares, Class B Shares, and Class C Shares

2. "Bank" means "Bank of the South" in accordance with Article 1 (1) of the Convention

Constitutive.

3. "Authorised Capital" means the capital of the Bank approved by Article 4 (1) of the Convention

Constitutive.

4) "Guarantee Capital" means the part of the Authorised Capital that the Subscribers of Ordinary Shares

have been obliged to integrate by means of the guarantee grant, in accordance with the terms laid down in Article 4

Article 5 (2), (3) and (4) of the Convention.

5) "Cash Capital" means the part of the Authorised Capital that Ordinary Share subscribers are

have been required to integrate into cash in U.S. dollars or in local currency, in the expected terms

in Article 4 (5) (2), (3) and (4) of the Constitutive Convention.

6) "Paid Capital" means the subscribed capital effectively integrated.

7) "Capital Subscribe" means the part of the Authorized Capital that share subscribers have

required to be included within the time limits laid down in the Constitutive Convention. Is the amount of original capital

provided for in Article 4 (1) of the Constitutive Convention.

8. "Executive Committee" means the Bank's body referred to in Article 9 of the Convention

Constitutive.

9. "Management Board" means the governing body of the Bank referred to in Article 5;

1, whose composition, mandate, form of deliberation and functions are defined in the

Article 7, both of the Constitutive Convention.

10. "Audit Board" means the control body of the Bank referred to in Article 5, paragraph

1 whose composition, mandate, form of deliberation and powers are defined in Article 10,

1 Argentina, Brazil, Venezuela 2,000

2 Chile, Colombia, Peru 970

3 Ecuador, Uruguay 400

4 Bolivia, Paraguay 100

5 Guyana, Suriname 45

Total 10,000

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both of the Constitutive Convention.

11. "Council of Ministers" means the governing body referred to in Article 5 (1),

composition, powers, form of deliberation are defined in Article 6, both of which

Constitutive Convention.

(12) "Constitutive Convention" means the instrument by which the Bank is constituted and the

provisions governing the activity of the same.

13. "Dependencies" means related companies, branches, agencies, offices or representations

of the Bank, which were necessary for the development of their functions.

14) "Depositary" is called the Ministry of People's Power for Foreign Relations of the Republic

Venezuela's Bolivarian.

15) "Director" means the representative of the shareholders who is a member of the Board of Directors in the

terms provided for in Article 8 of the Constitutive Convention.

16. "Executive Board" means the executive body referred to in Article 5 (1), which

is in charge of the general administration of the Bank, whose composition, mandate, form of

(a) deliberation and attributions are defined in Article 8, both of the Constitutive Convention.

17) "American Dollars" means the legal tender in the United States of America.

18. "State Adherent" means that National State which is a member of UNASUR which, after the

The Bank's entry into force has deposited the instrument of ratification in the form provided for in the article

31, paragraph 2 of the Constitutive Convention.

19. "Signatory State" means that National State of UNASUR which has signed the Convention

Constitutive of the Bank. It includes the Founding Countries and the National States which subscribe to the

Constitutive Convention as provided for in Article 34 (7).

20) "Accounting and Financial Statements" mean the Bank's accounting and financial reporting

to a certain date, and its economic and financial evolution in the period covered.

21. "Statutory Reserve Fund" means the fund which is constituted with the whole of the Utilities,

until its accumulated amount reaches a value equivalent to two (2) times the Capital Subscribe, as

Article 17, paragraph 1 of the Constitutive Convention.

22. "Strip" means each of the estates identified in the Annex to this Convention

Constitutive, and which comprise the individual Member States on the same.

23) "Integration in Dollars" means the minimum percentage of the nominal value of each share, as

provided for in Article 4 (5) (1), sub-paragraph 1 of the Constitutive Convention, which shall be integrated into

American Dollars.

24) "Local Currency Integration" means the maximum percentage of the nominal value of each share, as

provided for in Article 4 (5) (1), sub-paragraph 2 of the Constitutive Convention, which shall be integrated into

the local currency of the Member Country which subscribes to the action.

25) "Absolute Majority" means more than half of the votes.

26) "Most Simple" refers to the number of votes that the alternative has obtained with the greatest

number of votes in favour.

27) "Founding Countries" are Argentina, Bolivia, Brazil, Ecuador, Paraguay, Uruguay and Venezuela.

28) "Member Countries" means the Member States of the Union of South American Nations

(UNASUR) to subscribe to the Bank's Constitutive Convention.

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29) "Neto Heritage" means the difference between the asset and the liabilities of the Bank.

30) "Strategic Plan" means a planning tool designed to organise the activities of the

Bank in the long term, which must be submitted by the Executive Board to the Board of Directors, in

the terms of Article 9 (4) (3) for the purposes referred to in Article 6 (2) (12) and (2)

Article 7 (7) (9), all of the Constitutive Convention.

31) "President of the Bank" or "Chairman of the Board of Directors" means that member of the Board

Executive who exercises the legal representation and conduct of the Bank under the terms of Article 8, paragraph 11

of the Constitutive Convention.

32) "Chairman of the Board of Directors" means that member of the Board of Directors

is elected by the other members to lead the Board of Directors.

33) "Headquarters" is called the Main Headquarters of the Bank that will take place in the City of Caracas, Republic

Bolivarian Republic of Venezuela, as provided for in Article 1 (2) of the Constitutive Convention

34) "Subheadquarters" are referred to as the Bank's Sub-headquarters that will operate in the Autonomous City of

Buenos Aires, República Argentina and in the City of Peace, Plurinational State of Bolivia, as

provided for in Article 1 (2) of the Constitutive Convention.

35) "UNASUR" means Union of South American Nations.

36) "Utilities" refers to the net positive result for the financial year.

Date of publication: 04/10/2011

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