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15 DECEMBER 2000. - Act respecting the participation of Belgium in the fifth general capital increase of the African Development Bank (1)

ALBERT II, King of the Belgians,
To all, present and to come, Hi.
The Chambers adopted and We sanction the following:
Article 1^er. This Act regulates a matter referred to in Article 78 of the Constitution.
Art. 2. The King is authorized to consent, on behalf of Belgium, to the increase in authorized capital of 16.2 billion SDRs to 21,87 billion SDRs, by the issuance of 567.000 new shares of 10,000 SDRs each, as proposed by the Board of Governors of the Bank, pursuant to its resolution B/BG/98/05 of 29 May 1998, as annexed. The King is also authorized to subscribe 5.342 new shares worth 10,000 SDRs each.
Promulgation of this law, let us order that it be clothed with the seal of the State and published by the Belgian Monitor.
Given in Brussels on 15 December 2000.
ALBERT
By the King:
Minister of Foreign Affairs,
L. MICHEL
Minister of Finance,
D. REYNDERS
Seal of the state seal:
Minister of Justice,
Mr. VERWILGHEN
____
Note
(1) Parliamentary references: Session 2000-2001
House of Representatives:
Parliamentary documents: Bill No. 819/1. - Report made on behalf of Commission No. 819/2. - Text adopted in plenary and transmitted to the Senate No. 819/3.
Parliamentarians: Discussion and adoption. Session of 9 November 2000.
Senate:
Parliamentary documents: Draft submitted by House No. 571/1. Project not referred to in the Senate No. 571/2.

Annex
BANQUE AFRICAINE DEVELOPPEMENT
Governing Council
Resolution B/BG/98/05
Adopted at the Thirty-fourth Meeting of the Council on 29 May 1998
AUTHORIZING THE GENERAL AUGMENTATION OF CAPITAL
THE BOARD OF GOVERNERS,
CONSIDERANT:
(i) the Agreement establishing the African Development Bank (hereinafter referred to as the "Agreement"), in particular Article 5(3) and (4) (Authorization of the increase in share capital and allocation of shares), Article 6 (Subscription of shares), Article 7 (Payment of subscriptions) and Article 29 (Pouvoirs of the Board of Governors);
(ii) Resolution B/BG/98/04, by which the Commission approved, inter alia, the amendment of Article 5(4) of the Agreement to stipulate that the authorized share capital and any increase in the share capital, shall be open to the subscription of regional and non-regional members, so that the regional members hold sixty percent of the total vote, and non-regional members, forty percent of the total vote; and
(iii) Resolutions B/BG/94/07 and B/BG/94/08, which authorized, respectively, the initiation of consultations with the member states of the African Development Bank (hereinafter referred to as the "Bank") on the Fifth General Capital Increase (hereinafter referred to as the "AGC-V"); and set up an ad hoc committee (hereinafter referred to as the "Ad hoc Committee") to analyse the studies and proposals of the President and the Board of Directors and make relevant recommendations;
CONSIDERING the recommendations contained in the report of the Ad Hoc Committee (document ADB/BG/WP/98/08);
DECIDE THAT WHO ITS
1. THE LEVEL OF CAPITAL
The authorized capital stock of the Bank is, by this Resolution, increased from sixteen billion two hundred million units of account (16.200.000.000 UC) to twenty and one billion eight hundred and seventy million units of account (21.870.000.000 UC), by the creation of five hundred sixty-seven thousand (567.000) new shares of a nominal value of ten thousand units of account (10,000 UC) each, such as
2. ATTRIBUTION OF ACTIONS
2.1. The new actions thus created will be offered to the subscription of the regional and non-regional member States, in a proportion such as the regional group detienne sixty per cent (60 per cent) and the non-regional group, forty per cent (40 per cent) of the total shares of the Bank, if fully subscribed, as prescribed in Resolution B/BG/98/04, amending, inter alia, Article 5(4) of the Agreement.
2.2. The new actions thus created will be divided into actions to be released and in actions subject to appeal in the proportion of six percent (6 percent) of actions to be released entirely and eighty-four percent (94%) of actions subject to appeal (fifteen two-thirds shares (15 2/3) subject to appeal for one (1) released action issued).
3. SUBCRIPTIONS
3.1. Each Member State shall have the right to subscribe, in accordance with Article 6(2) of the Agreement, a portion of the new shares, equivalent to the ratio between the number of shares already subscribed and the total share capital of the Bank, just before the entry into force of this resolution, subject to adjustments made to achieve a distribution of shares in the proportion of sixty percent: forty percent (3: 2).
3.2. To subscribe to the new shares, each Member State shall deposit with the Bank an instrument of subscription (hereinafter referred to as the "subscription instrument"), and shall make the payment under the first instalment of its subscription sixty (60) days no later than the date of the notification letter of the right to subscribe, and shall make the payment of the first instalment of the fraction to be released from the new shares at the date of the deposit of the instrument later The subscription instrument, which will be presented in Annex A, i) will indicate the number of actions offered to the subscription of the Member State (the number of actions to be released more than the proportional number of actions subject to appeal); (ii) confirm that the member accepts the terms and conditions of subscription set out in this resolution; (iii) certify the commitment of the member country to pay the amount of the shares subscribed in accordance with the method of payment chosen, as specified in this resolution; and (iv) will indicate whether or not the subscription instrument has a reservation. A subscription instrument is provided with a reservation if the payment commitments entered into therein are subject to budgetary allocation. The subscription instrument is unconditional if this budget allocation is not necessary.
3.3. A subscription will be deemed effective, for the number of shares specified therein, when the subscription instrument has been deposited and the payment of the first instalment will be made. A subscription made as described in sub-paragraph 3.2 above will apply to the fractions to be released and subject to appeal of the shares subscribed.
3.4. All new actions that will remain unsubstantiated one year after the date of the notification letter will become immediately open to the subscription of other member States to which the shares were initially allocated. With respect to actions undertaken with an instrument of subscription with reserve, the shares will become open to the subscription of the other members of the group of shareholders to whom the shares were initially allocated, in accordance with subparagraph 2.1 of this resolution, as long as the required budget allocation has not been obtained over the period of one year. The allocation of shares pursuant to this subparagraph shall be in accordance with the Disposal of Shares Regulations (hereinafter referred to as the Disposal of Shares Regulations) at the time of the allocation.
3.5. Chanque Member State will ensure that it is not liable for its obligations under the previous general capital increases, prior to the issuance of shares under this resolution.
4. PAYMENT
4.1 (a) Value of shares: new shares created under this resolution are issued at the nominal value, that is, 10,000 units of each account. Payment of shares to be released under this Resolution shall be effected in the manner provided for in section (b) of this subparagraph;
(b) Payment: the payment of the shares will be made at the choice of the Member State subscriber:
(i) denominated in United States dollars ($EU), at a cost of USD 12.063.50 per share (at a rate of exchange of 1 UC for US$ 1,20635);
(ii) denominated in EURO, at a rate of 10,000 SDRs per share, on the basis of the EURO average exchange rate in SDRs for the period of thirty (30) days that was seven (7) days before the date of entry into force of this resolution;
(iii) denominated in any other freely convertible currency (determined by the Bank) at a rate of 10,000 SDRs per share, to be converted at a rate of exchange equal to the average exchange rates (rounded to the sixth decimal) in effect during the period of thirty (30) days of purchase seven (7) days before the date of subscription, for the first payment, and seven (7) days before the date of payment, for subsequent payments. One (1) SDR is equal to one (1) CU.
4.2. Payment schedule: each Member State shall pay the fraction to be released from the shares subscribed in eight (8) equal and consecutive annual instalments, the first of which shall be paid in cash and in a freely convertible currency in accordance with sub-paragraph 4.1 (b), and the second to the eighth instalment shall be paid in cash or promissory notes (hereinafter referred to as "the promissory notes") payable on request in a freely convertible currency, in accordance with sub-sub-paragraph (b).
5. EMISSION OF ACTIONS
5.1. Shares representing the fraction to be released from any subscription will be issued only when the Bank receives the effective payment of the amount of such shares, in cash or in promissory notes.
6. VOTE
6.1. All subscribed actions will be accompanied by voting rights in the proportion of actions to be released and action to be appealed, as set out in subparagraph 2.2 of this resolution.
6.2. Member States shall be entitled to exercise the voting rights attached to the fraction of the actions to be released, issued in favour of a Member State in accordance with paragraph 5 of this resolution.
6.3. Each Member State shall be empowered to exercise the voting rights attached to the entire subject-matter of the actions it has subscribed, when the subscription thereto shall be deemed effective under paragraph 3.3. of this resolution.
6.4. A vote shall be allocated for all actions, in the proportion fixed between the actions to be released and the actions subject to appeal, as set out in subparagraph 2.2 of this resolution, namely 15 votes 2/3 for the actions subject to appeal and a voice for action to be released. However, in the event of a delay or default of payment, or in the event that a promissory note deposited by a Member State is not encumberable, the allocation of votes to that Member State for all related appeals is suspended until the payment is received by the Bank or the promissory note is paid. As long as the Bank has not received the full payment or paid the promissory note, the Member State will be assigned only the voices related to the actions to be released subscribed and paid, as well as the actions subject to appeal.
7. IMPLEMENTATION OF THE REGULATION ON THE CESSION OF ACTIONS
Except as otherwise provided in this resolution, the Securities Transfer Regulations, 1987, pending its redesign after the adoption of this resolution, will govern the allocation of shares created under this resolution.
8. BACKGROUND
This resolution shall take effect after the entry into force of Resolution B/BG/98/04, amending, inter alia, Article 5(4) (assignment of shares), but no later than 31 May 1999, except as otherwise decided by the Governing Council.
9. IMPLEMENTATION
The Governing Council, in close collaboration with the President of the Bank, will take the necessary steps to ensure the timely implementation of this resolution.