309/1997 Coll.
COMMUNICATION

Ministry of Foreign Affairs


Change: 29/2013 Sb.ms

Change: 43/2015 Sb.ms

Ministry of Foreign Affairs informs that on 29 May 1990 was adopted
Paris and on behalf of the Czech and Slovak Federal Republic
signed the Agreement Establishing the European Bank for Reconstruction and Development.

Approved the Agreement of the Federal Assembly of the Czech and Slovak Federal Republic
. President of the Republic ratified the SAA with
proviso that "the Czech and Slovak Federative Republic on the basis of Article 53, paragraph
. 7 Agreement retains for itself and its right to tax authorities
wages and income paid by the Bank to its citizens".
Ratification document was deposited with the Depositary Agreement, ie. The Government of the French Republic
, on 28 March 1991.

Agreement entered into force on the basis of its Article 62, para. 1
on 28 March 1991, and shall come into force for the Czech and Slovak Federal Republic
.

Czech Republic by letter dated 8 December 1992 applied for membership
European Bank for Reconstruction and Development and also confirmed that accepts
Agreement establishing the European Bank for Reconstruction and Development dated May 29 || | 1990's. Secretary General of the European Bank for Reconstruction and Development on 14 April 1993
certificate confirmed that the Czech Republic on the basis
satisfaction of conditions specified in paragraph 6 of Resolution no. 33
Council of Governors, adopted on 15 January 1993 in accordance with paragraph 7 of resolution
became a member of the European Bank for Reconstruction and development
with effect from 1 January 1993. After the Czech Republic, by a note dated December 4, 1995
announced the depositary Agreement that accordance with the applicable principles of international law
as a successor state to the Czech and Slovak Federal Republic
considers itself bound by the Agreement establishing the European
Bank for Reconstruction and development on 29 May 1990, including the reservation, with
effective from 1 January 1993.

Czech translation of the Agreement shall be open simultaneously.


AGREEMENT
Establishing the European Bank for Reconstruction and Development

Contracting Parties

Espousing the fundamental principles of pluralist democracy, rule of law,
respect for human rights and market economy;

Recalling the Final Act of the Helsinki Conference on Security and Cooperation in Europe
, in particular its Declaration on Principles;

Welcoming the intent of Central and Eastern European countries
promote the practical implementation of multiparty democracy, strengthening democratic
institutions, rule of law and respect for human rights and their willingness to implement reforms
towards the development towards a market-oriented economy
;

Considering the importance of close and coordinated cooperation to promote economic progress
Central and Eastern European countries with the aim
help their economies to greater international competitiveness and
help these countries in their reconstruction and development and thus limit ,
where appropriate, the risks associated with the financing of their economies;

Convinced that the establishment of a multilateral financial institution
European in its basic character and broadly international in its membership
help these objectives and create a new and unique structure for
Cooperation in Europe;

Hereby agree to the establishment of the European Bank for Reconstruction and Development (continued
"Bank"), which shall operate in accordance with the following provisions:
PART I


OBJECTIVE, FUNCTIONS AND MEMBERSHIP
Article 1

Objective


In order to support economic progress and reconstruction, the objective of the Bank
supporting the transition towards open market-oriented economies and the promotion
private and entrepreneurial initiative in the countries of Central and Eastern Europe,
who subscribe to the principles of parliamentary democracy,
pluralism and market economies, and that these principles in practice.
Under the same conditions, the target can be fulfilled and the Bank of Mongolia and
member countries of the southern and eastern Mediterranean, and on the basis of a decision
Banks approved by at least two thirds of the governors representing
least three fourths of the total cast members. Therefore
any reference to "the countries of Central and Eastern Europe", "countries from Central and Eastern Europe
", "recipient country (or countries)" or "recipient member country
(or countries)" this agreement and its annexes refer to Mongolia and each such country
southern and eastern Mediterranean.
Article 2

The



First In order to meet long-term goal of fostering the transition
Central and Eastern European countries towards open market-oriented economies
and promote private and entrepreneurial initiative
Bank recipientským assist member countries to implement structural and sectoral
economic reforms, including demonopolization,
decentralization and privatization, to help their economies become fully
integrated into the international economy, as follows:

(I) supporting the establishment, improvement and expansion of productive, competitive and
private economic activity, in particular small and medium-sized enterprises
, through private and other interested investors
;

(Ii) to mobilize domestic and foreign capital and experienced management cadres
for the purpose specified in paragraph (i);

(Iii) to foster productive investment, including in services and
financial sector and in related infrastructure where it is necessary
promote private and entrepreneurial initiative, thereby assisting
creating a competitive environment and raising productivity ,
living standards and working conditions;

(Iv) to provide technical assistance for the preparation, financing and implementation
relevant projects, whether individual or involved in
specific investment programs;

(V) to stimulate and encourage the development of capital markets;

(Vi) to give support to sound and economically viable projects
involving more than one recipient member country;

(Vii) to promote in its activities environmentally
sound and sustainable development; and

(Viii) carrying out such other activities and the provision of such
other services that can support these features.

Second When performing the functions specified in paragraph 1 of this Article, the Bank
closely cooperates with all members, according to the terms of this
agreement with the International Monetary Fund, the International Bank for Reconstruction and
Development, International Finance Corporation, the Multilateral Agency
for investment guarantees and the Organisation for economic cooperation and development, and
further cooperate with the United Nations and its institutions and
other relevant authorities, as any entity, public or private
, which deals with economic development and investment in
Central and Eastern Europe.
Article 3

Membership


First Membership in the Bank shall be open:

(I) the first European and the second non-European countries which are members
International Monetary Fund; and

(Ii) the European Economic Community and the European Investment Bank.

Second Countries which can become members pursuant to paragraph 1 of this Article and
who become members under Article 61 of this Agreement may be admitted as members
banks under the conditions set by the bank at least
approval of two thirds of the Governors, representing at least
three-quarters of all the electoral votes of the members.
PART II

CAPITAL

Article 4

Registered capital


First Registered capital in the development of the bank's ten billion (10 000 000 000)
ECU. It is divided into one million (1,000,000) shares with a nominal value
shares in the amount of ten thousand (10,000) ECU, that may be subscribed only
members in accordance with Article 5 of the Agreement.

Second Registered capital in the development of the Bank is divided into paid-up shares
(paid-up capital) and the usable volume of capital. The total volume
nominal paid-up capital at the inception of the company three
billion (3 000 000 000) ECU.

Third The registered capital may be increased provided
give suitable conditions approved by at least two-thirds of the governors representing
least three fourths of the total votes of members of the Bank.
Article 5


Subscribed share

First Each member shall subscribe to the share of the bank's capital, subject to fulfillment
relevant statutory requirements. Each subscription to capital formation in the
bank is divided into paid-up shares (paid up capital) and
usable amount of equity in the ratio of three (3) to seven (7).
Basic number of shares available to be subscribed to by signatories to this Agreement which
become members in accordance with Article 61 of this Agreement shall be that
set out in Annex A. initial subscription of each member is
at least one hundred (100) shares.

Second Basic number of shares subscribed to by countries which are admitted to membership

Pursuant to paragraph 2 of Article 3 of this Agreement shall be determined by the Board of Governors
under the condition that it is approved such subscription, which would have the effect of reducing
total share capital held by countries which are members
European economic Community, together with a share
European economic Community and the European investment Bank, below the level of most
subscribed capital.

Third The Governing Council will review the bank's capital in the interval
which does not exceed more than five (5) years. In the case
increase of the capital of each member shall have a reasonable opportunity to subscribe, under uniform
conditions determined by the Board of Governors, proportion of the increase
assets equivalent to the proportion which its stock subscribed bears to the total assets
subscribed assets immediately prior to such increase. No member shall be
subscribe to any part of the increased capital.

Fourth In line with the provisions of paragraph 3 of this Article
Board of Governors may, at the request of a member to increase the share subscribed by such member or
assign his shares not subscribed by other members, provided
that such an increase will not result in a reduction the total share of countries
which are members of the European economic Community, together with a share
European economic Community and the European investment Bank
registered capital below the majority of the subscribed capital.

Fifth Shares initially subscribed by members shall be issued at par.
Additional shares will be issued at par unless the Board of Governors approved
least two thirds of the Governors representing at least two-thirds
total number of electoral votes of the members, decides to issue them in special circumstances
by different rules.

6th Shares may not be pledged or otherwise encumbered or transferred except
Bank under the conditions set out in Part VII of this Agreement.

7th Liabilities of the members on shares shall be limited to the unpaid portion of their
emission values. No member shall be responsible by reason of its membership, for obligations
Bank.
Article 6



Payment of subscriptions
First Payment in shares of the amount initially subscribed to by each signatory
this Agreement, which becomes a member in accordance with Article 61 of this Agreement
be made in five (5) installments, each amounting to twenty (20) percent
such amount. The first installment will be paid by each member within sixty
(60) days from the date of entry into force of the Agreement or the date of deposit
respective ratification, acceptance or approval in accordance with Article 61,
if this latter is later than the date Agreement enters into force.
The remaining four (4) installments shall become due successively one year from the date
previous installments and will be implemented in accordance with the legislative requirements of each member
.

Second Fifty (50) percent of any amount due in accordance with paragraph 1 of this Article
or made member admitted in accordance with paragraph 2
Article 3 of this Agreement may be made by Bill or otherwise subscribing
debenture issued by the member, sounding ecu
US dollars or Japanese yen, to be drawn down as the Bank needs to make payments
its operations. Such notes or promissory notes are non-interest-bearing and
payable to the Bank at par value upon demand. Requirements
payment of promissory notes to a fair period of time
place so that the value of requirements in ECU at the time of the request to the
each member is proportional to the number of paid-in shares subscribed and held by each
imposing a member of the bills and other IOUs.

Third All payment obligations of a member in respect of subscription to shares in the initial
share capital shall be settled either in ECU, the US dollar or the Japanese yen
based on the average exchange rate of the relevant currency to the ECU
period from 30 September 1989 to 31 . March 1990.

Fourth Payment of the applicable amount subscribed capital of the bank is subject
challenges with regard to Articles 17 and 42 of this Agreement, and only if it
required the Bank to meet its obligations.

Fifth In the event of a call referred to in paragraph 4 of this Article
payment made by the member in ECU, the US dollar or the Japanese yen.
These calls shall be uniform in ECU for each applicable share worth
calculated at the time of the call.

6th The Bank shall determine the place for any payment under this Article not later

One month after the inaugural meeting of its Board of Governors
provided that, before such determination, the payment of the first installment
referred to in paragraph 1 of this Article, the European Investment Bank, which is trustee for the Bank
.

7th To subscribe to other cases than those described in paragraphs 1
2 and 3 of this Article, payments by a member in respect of subscription to paid-in
shares in the authorized capital made by the member in ECU, the US dollar or the Japanese
yen whether in cash or promissory notes or other
promissory notes.

8th For the purposes of this Article, payment or denomination in ECU includes
payment or denomination in any freely convertible currency at the date of payment or collection
equivalent value of the relevant obligation in ECU.
Article 7

Common sources of capital


The term "ordinary capital resources" includes banks within the meaning of this agreement:

(I) basic capital of the bank comprising paid-up shares (paid up capital) and
usable amount of capital subscribed pursuant to Article 5 of this Agreement;

(Ii) funds from bank borrowings under powers
referred to in paragraph (i) of Article 20 of this Agreement, to which the commitment to calls
pursuant to paragraph 4 of Article 6 of this Agreement;

(Iii) funds received in repayment of loans or guarantees and
income from equity investments of underlying resources referred to in paragraph (i)
and (ii) of this Article;

(Iv) income derived from loans and equity investment undertaken by
resources referred to in (i) and (ii) of this Article, and income derived from guarantees and underwriting
which are not part of the special operations of the Bank; and

(V) any other funds or income received by the bank, which is not among
Special Funds resources referred to in Article 19 of this Agreement
.
PART III



OPERATIONS Article 8


Recipient countries and use of resources

First The resources and facilities of the Bank shall be used exclusively to achieve the objectives and
perform the functions referred to in Articles 1 and 2 of this Agreement.

Second The Bank may conduct its operations in Central and Eastern Europe
which constantly advance the transition to a market-oriented economy and
promote private and entrepreneurial initiative, and that concrete steps
adhere to the principles set out in Article 1 of this Agreement.

Third In the event that a member might introduce policies which are inconsistent
Article 1 of this Agreement, or in exceptional circumstances, the Board of Directors
consider whether access by a member to Bank resources should be suspended or
otherwise modified and may make recommendations to the Board of Governors.
Any decision on this issue adopted by the Board of Governors decision
least a two-thirds majority of governors, representing at least three-quarters of all
voting members.

Fourth

(I) Any potential recipient country may request that the Bank
provide access to its resources for limited purposes over a period of three (3) years
after the entry into force of this Agreement. Any such request shall be attached
as an integral part of this Agreement as soon as it is made.

(Ii) During this period:

A) the Bank shall provide to such a country, and to enterprises in its territory on their
request, technical assistance and other types of assistance directed to finance
private sector, facilitate the transition of state enterprises into private
ownership and management, and help businesses that operate on the basis
competitively and moving to participation in the market-oriented economy.
Scope of this assistance is subject to the provisions of paragraph 3 of Article 11 of this Agreement;

B) the total amount of any assistance thus provided shall not exceed the total volume of shares
this country paid up in cash or promissory notes.

(Iii) At the end of this period, the decision to allow access to this
country beyond the limitations set out in paragraphs (a) and (b) adopted by the Board of Governors approved
least three-fourths of the Governors representing not less than eighty
five (85) percent of the total number of electoral votes
members.
Article 9


Ordinary and Special Operations

Bank's operations consist of ordinary operations financed from the ordinary capital resources of the Bank
referred to in Article 7 of this Agreement and the
special operations financed from special funds referred to in Article 19 of this Agreement
. Both types of operations may be combined.
Article 10

Distribution operations



First Ordinary capital resources and Special Funds of the Bank are always
and in all aspects held, used, committed, invested or otherwise
used entirely separately from each other. The Bank's financial balance
bank reserves along with current operations and special operations separately.

Second Ordinary capital resources of the Bank shall under no circumstances
encumbered or used to offset losses or liabilities arising out
special operations or other activities for which Special Funds resources were originally used or
.

Third Costs directly associated with the normal operations will be borne
ordinary capital resources of the Bank. Costs related directly to specific
operations shall be charged to Special Funds resources.
All other costs will be in accordance with paragraph 1 of Article 18 of this Agreement, be charged
according to the bank's decision.
Article 11

Methods of operation


First The Bank shall pursuing the objective and functions set out in Articles
1 and 2 of this Agreement, any or all of the following ways:

(I) providing loans or co-financing with multilateral
institutions, commercial banks or other interested
institutions, or participating in, loans to private sector
state enterprises that operate competitively and moving to participation
on a market-oriented economy, and any state enterprise for
to facilitate its transition to private ownership and control;
Particular to facilitate or enhance the participation of private and / or
foreign capital in such enterprises;

(Ii)

A) investment in the capital of private sector enterprises;

B) investments in the share capital of state enterprises
operating competitively and moving to participation in the market-oriented economy and
investments in the share capital of state enterprises to enable them
transition to private ownership and control; especially
to facilitate or encourage the participation of private and / or foreign capital in such enterprises
; and

C) by underwriting (risk-taking) the issuance of securities of both private and state-owned companies
listed in paragraph (b) of this paragraph
for the purposes specified in paragraph (b) of this paragraph; and in cases where
other means of financing are not appropriate;

(Iii) facilitating access to domestic and international capital markets
private companies and other enterprises referred to in paragraph (i) of this paragraph
to the objectives set out in paragraph (i) of this paragraph
through the provision of guarantees those cases where other forms
financing are not appropriate, and through financial advice and other forms of assistance
;

(Iv) the use of resources from special funds in accordance with agreements
determining their use; and

(V) by making or participating in loans and providing technical
assistance for the reconstruction and development of infrastructure, including environmental
programs, necessary for private sector development and the transition to a market-oriented economy
.

Second

(I) the Board of Directors at least once a year, examines the Bank's operations and strategy
lending in each recipient country to ensure full compliance with the objectives and functions of the Bank
set out in Articles 1 and 2 of this Agreement.
Every decision based on such review must be received at least
thirds majority of directors representing at least three-fourths of the total voting rights
members.

(Ii) The review includes, inter alia, assess the progress of each beneficiary country
decentralization, demonopolization and privatization and
relative share of bank loans to private companies, state enterprises
in the process of transition to participation in the market-oriented economy
or privatization, for infrastructure, for technical assistance and other
purposes.

Third

(I) Not more than forty (40) percent of the total amount of loans, guarantees and equity investments
bank, regardless of other operations
referred to in this article is provided to the state sector.
This percentage limit shall apply initially over a two year period from the date of commencement of operations of the Bank
total for both years, and then every following
financial year.

(Ii) any country, not more than forty (40) percent of the total amount
loans, guarantees and equity investments by the bank for the period

Five (5) years, regardless of the Bank's other operations referred to in this article
be provided to the state sector.

(Iii) For the purposes of this paragraph,

A) the state sector includes national and local governments, their institutions and
companies owned or controlled by any of these institutions;

B) a loan guarantee or equity investment in state-owned enterprise, which
a program to achieve private ownership and control shall not be considered as
the state sector;

C) loans to a financial intermediary for subsequent lending to the private sector
will be treated as loans to the state sector.
Article 12


Limitations on ordinary operations

First The total volume of outstanding loans, equity investments and guarantees
by the Bank under its normal operations in any period
increase if this increase exceeded the total volume
unimpaired subscribed capital, reserves and surpluses included in its | || ordinary capital.

Second The volume of investments into the property does not exceed such percentage of the assets of the respective companies
set at a reasonable level, as a general rule
Board of Directors. The Bank does not seek to make such investments through
acquired a controlling interest shares in the company and
not exercise such control or assume direct responsibility for managing
any company in which it has invested, except in cases of actual or threatened default
liabilities relating to any
investments, actual or threatened insolvency of the company,
in the investee, or other cases in which the opinion of the Bank, threaten
risk for the investor. In these cases, the bank may
take such action and exercise such rights, which it considers
necessary to protect their interests.

Third The amount of the capital shares issued by the bank at any time exceed
volume corresponding to its total unimpaired paid
subscribed capital, surpluses and general reserve.

Fourth The Bank shall not issue guarantees for export credits nor undertake insurance activities
.
Article 13



Business Principles
Bank shall operate in accordance with the following principles:

(I) the Bank works on the basis of sound banking principles;

(Ii) activities of the Bank shall provide financing
specific projects, whether individual or involved in special
investment programs and technical assistance, designed to fulfill the objectives and
tasks set out in Articles 1 and 2 this Agreement;

(Iii) finance bank in the territory of a member of any action unless express
member objects to such financing;

(Iv) the Bank shall not to be in favor of any member
used a disproportionate amount of its resources;

(V) the Bank seeks to respect reasonable modifications to its investments;

(Vi) before a loan is granted, guarantees or equity participation,
applicant shall submit an appropriate proposal and president of the bank shall submit to the Board of Directors
written report regarding the proposal and recommendations based on the analysis prepared
apparatus;

(Vii) the Bank does not provide any funding or material possibilities if
applicant is able to obtain sufficient financing or
options from other sources on terms that the Bank considers reasonable;

(Viii) in providing or guaranteeing financing bank
pay due attention to the borrower and its guarantor, if any, will be
able to meet its obligations under the contract;

(Ix) in the case of a direct loan borrower authorizes the Bank to draw its funds only to cover
actually incurred costs;

(X) the Bank shall seek to revolve its funds by selling its investments to private investors
whenever it can appropriately do so on satisfactory terms
take place;

(Xi) in its investments in individual enterprises, the Bank performs
financing on terms it deems appropriate, taking into account the requirements
business risks undertaken by the Bank and the conditions under which
similar financing by private investors;

(Xii) the Bank shall place no restrictions on the supply of goods and services from any country from
means any loan, investment or other financing
in the ordinary or special operations of the Bank and, in appropriate cases
conditional on the provision of their loans and other operations
international tender; and


(Xiii) the Bank shall take the necessary measures to ensure that funds from
any loans granted by the Bank, to which guaranteed or
where she took part in, or of any equity investment, are used
only for the purposes for which the loan or equity participation designed, with
due attention to considerations of economy and efficiency.
Article 14


Conditions for loans and guarantees

First For loans granted by the Bank, in which she participated or covered
provide safeguards agreement determines the conditions for the loan or guarantee
including those relating to payment of principal, interest and other fees and costs
, maturities and dates repayment of loans or guarantees.
When establishing these conditions, the Bank will fully respect
need to safeguard its income.

Second If the recipient of loans or guarantees of loans is not itself a member, but
state-owned enterprise, the Bank may, if appropriate, with regard to the different
approaches to public enterprises and state-owned enterprises in transition to private ownership and control
require the member or members in whose territory
be relevant project implemented, or public agency or institution
any such member or members, which is the bank
acceptable guarantee for the repayment of the principal and repayment
interest and other fees and costs associated with the loan in accordance with its terms
. The Governing Board annually examines the practice of banks in this matter
with due regard to the Bank's creditworthiness.

Third The loan or guarantee contract shall expressly state the currency or currencies, or ECU, in which
should all payments to the Bank arising from the contract executed.
Article 15

Commissions and fees


First The bank charges interest on the loans that provide or where
participates as part of its normal operations, plus commission.
Conditions of this commission determined by the Board of Directors.

Second In guaranteeing a loan as part of its normal operations or
underwriting the sale of securities, the Bank charges a fee payable
under conditions (rates, time limits) set by the Board of Directors to create
suitable compensation for its risks .

Third The Board of Directors may determine any other charges levied for the current
Bank's operations and any commission, fees or other
burdensome payments for its special operations.
Article 16



Special Reserve
First The amount received by the Bank from commissions and fees under Article 15 of this Agreement
is saved as a separate Reserve maintained to cover losses in banks
accordance with Article 17 of this Agreement. The special reserve shall be held in
liquid form as the Bank may decide.

Second If the Board of Directors determines that the size of the special reserve is adequate
may decide that all or part of the relevant
commissions or fees will continue to form part of the income of the Bank.
Article 17


Methods cover bank losses

First During normal operations, the bank where the loans granted
bank loans for which the Bank participates or bank guaranteed loans
are paid late or not paid at all, and in cases
losses in subscriptions and in equity investment, the Bank shall take such
measures it deems appropriate. The bank maintains adequate
provision for expected losses.

Second Losses arising from the ordinary operations of the Bank are charged to:

(I) reserve referred to in paragraph 1 of this Article

(Ii) net income

(Iii) special reserve under Article 16 of this Agreement,

(Iv) general reserves and surpluses

(V) initial paid-in capital (unreduced) value

(Vi) the amount of uncalled committed capital
useful volume, which has to be repaid in accordance with the provisions of paragraphs 4 and 5
Article 6 of this Agreement.
Article 18

Special funds


First i) The Bank may accept the administration of Special Funds which are designed
to serve the purpose and functions within the Bank in its recipient countries and potential recipient countries
. Full cost of administering any
Special Fund shall be charged to that Special Fund.

Ii) For purposes of subparagraph i) the Board of Governors at the request of a member who is not receiving
countries decide that such member qualifies for
obtaining the status of a potential recipient country for such a limited period and

Under such terms as may be appropriate. That decision must be approved
least two thirds of the governors representing at least three
fourths of the total voting power.

Iii) the decision to allow the member to obtain the status of potential
receiving country can only be made provided that such member is able to meet the requirements
it to become a recipient country. It is a
requirements set out in Article 1 of this Agreement, as of the date of such decision, or
amended by the date of entry into force of an amendment by the Board of Governors approved
at the time of such decision.

Iv) If a potential recipient country did not become a recipient country at the end of the period referred to in
popdodstavci ii) the bank immediately stop all
special řinnost in this country, with the exception of activities directed to the proper
realization, protection and preservation of assets of the special Fund and settlement
commitments in this respect.

Second Special Funds accepted by the Bank may be used in their receiving
countries and potential recipient countries in any manner and for any
conditions consistent with the purpose and functions of the bank and that
are in compliance with other applicable provisions of this Agreement as | || agreement or agreements relating to such funds.

Third The Bank shall adopt such rules and regulations as may be required for the establishment,
administration and use of each Special Fund. Such rules shall be
accordance with the provisions of this Agreement, except for those provisions
are clearly relevant only to ordinary operations of the Bank.
Article 19


Special Funds resources

The term "Special Funds resources" refers to resources
any special fund and includes:

(I) funds accepted by the Bank for inclusion in any Special Fund;

(Ii) funds repaid in respect of loans or guarantees and proceeds
investment securities financed from the resources of any special fund
under the rules and regulations governing that Special Fund, are received by such
Special Fund; and

(Iii) income derived from investment of Special Funds.
PART IV


BORROWING AND OTHER TERMS
Article 20



Global authorizations
First The bank, among other mandates are specified in other parts
this Agreement, is empowered:

(I) borrow funds in member countries or elsewhere
always provided that:

A) before the sale of its obligations in the territory of the country obtained its approval
and

B) if the debentures banks are denominated in the national currency of a member country
Bank obtained its approval;

(Ii) invest or deposit funds not needed
their operations;

(Iii) buy and sell on the secondary market securities
Bank has issued covered or guaranteed or in which it has invested;

(Iv) guarantee securities in which it invests to enable their
sale;

(V) underwrite, or participate in the underwriting of securities issued by any companies
purposes consistent with the objectives and functions of the Bank;

(Vi) provide technical advice and assistance which serve its purpose and
fall into its operations;

(Vii) perform such other mandates and approve additional regulations and restrictions
if necessary or appropriate in furtherance of the objectives and functions that are
accordance with the provisions of this Agreement; and

(Viii) conclude agreements of cooperation with any public or private entity or entities
.

Second Every security issued or guaranteed by the Bank shall bear on its obverse
conspicuous statement to the effect that this is not a debt
paper of any government or member, unless it is a government debt paper
or member, in which if it must be so noted.
PART V

CURRENCY

Article 21


Determination and use of currencies

First Whenever it is necessary under this Agreement to determine whether any currency is
for the purposes of this Agreement freely convertible, that decision is
bank, which takes into account a crucial requirement for the security
own financial interests. If necessary, the Bank
decision taken after consultation with the International Monetary Fund.

Second Members shall not impose any restrictions on the receipt, possession, use or transfer by the Bank of
:

(I) currencies or ECU received by the Bank in payment of subscriptions to basic
assets in accordance with Article 6 of this Agreement;


(Ii) currencies obtained by the Bank by borrowing;

(Iii) currencies and other resources administered by the Bank as contributions to Special Funds
; and

(Iv) currencies received by the Bank in payment of principal, interest, dividends or other
charges related to loans or investments; or further
as income from investment funds referred to in paragraphs (i)
(iii) of this paragraph, or in payment of commissions and other charges
.
PART VI



ORGANIZATION AND MANAGEMENT Article 22



Structure
Bank has a Board of Governors, Board of Directors, the President and one or more
vice presidents, and if necessary, other officers and staff
.
Article 23

Composition of the Board of Governors


First Each member is represented on the Board of Governors and shall appoint one governor and one Alternate
. Each governor and alternate defends the interests of member
who is appointed. None of the alternates may vote except
absence of his superior. At each annual meeting the Board shall elect one of
governors as chairman who shall hold office until the election of the next chairman.

Second Governors and alternates shall serve without remuneration from the Bank.
Article 24


The Governing Council

First All authority is granted to the Bank Board of Governors.

Second The Governing Council may delegate all or some of its powers
on the board of directors, with the exception of the following powers:

(I) admit new members and determine the conditions of their admission;

(Ii) increase or decrease the capital of the bank;

(Iii) suspend a member's membership;

(Iv) to make decisions on appeals against decisions of the Board of Directors
concerning the interpretation or application of this Agreement;

(V) approve the conclusion of general agreements for cooperation with other international organizations
;

(Vi) To elect Directors and the President of the Bank;

(Vii) to decide on the remuneration of directors and alternates and the salary and other terms of the contract
President;

(Viii) approve after reviewing the auditors' reports of balance sheets and profit and loss
Bank;

(Ix) determine the reserves and the allocation of the net profits of the Bank;

(X) amend this Agreement;

(Xi) decide to terminate the operations of the Bank and to distribute its assets; and

(Xii) exercise such other powers that are privileged by this Agreement
assigned to the Board of Governors.

Third The Governing Council shall retain full power to exercise authority over any matter
transferred or assigned by the Board of Directors
paragraph 2 of this Article or in another part of this Agreement.
Article 25


Governing Council (procedural matters)

First The Governing Council shall hold an annual meeting and other negotiations that are
by the Board or called by the Board of Directors. Meetings of the Board of Governors
the Board of Directors convened at the request of at least five (5) members of the Bank or
members who hold at least one quarter of the total voting rights
members.

Second Any meeting of the Board of Governors is able to pass resolutions if
presence of two thirds of the governors, provided that such majority
representing at least two thirds of the total number of voting rights
members.

Third The Governing Council may establish a procedure whereby the Board of Directors
may, if it considers this approach the Board of Directors considers appropriate
gain empowerment regarding specific issues without the
this solution was convened by the Governing Council .

Fourth Governing Council and Board of Directors as part of its mandate
may approve such rules and regulations and establish such subsidiary organs that
may be necessary or appropriate for the management of the bank.
Article 26

Composition of the Board of Directors


First The Board of Directors is composed of twenty-three (23) members who are not
members of the Board of Governors, of which:

(I) eleven (11) is selected by the governors representing Belgium, Denmark,
France, Germany, Greece, Ireland, Italy,
Luxembourg, Netherlands, Portugal, Spain, United Kingdom | || European economic Community and the European investment bank; and

(Ii) twelve (12) is selected by the governors representing other members, of whom
:

A) four (4) elected governors representing those countries which are
listed in Annex A as Central and Eastern European countries eligible for assistance
Bank;

B) four (4) elected governors representing those countries which are

Listed in Annex A as other European countries;

C) four (4) elected governors representing those countries which are
listed in Annex A as non-European countries.

Second The directors are highly competent people in terms of economic and
financial matters and shall be elected in accordance with the provisions of Annex B
.

Third Board of Governors may increase or decrease the number of board of directors or
change its constitution to reflect changes in the number of members of the Bank's consent
at least two-thirds of the governors, who represent
least three fourths of the total voting members' rights.
Without prejudice to the exercise of these powers for subsequent elections, the number and composition of the second
Board of Directors shall be determined in accordance with paragraph 1 of this Article.

Fourth Each director shall appoint an alternate who has the power to represent
Director during his absence. The director and his alternate are
nationals of member countries. No member shall be represented by more than one director
. Alterna may attend meetings of the Board but may vote only
if it is acting in its
supervisor.

Fifth Directors shall hold office for a term of three (3) years and may be re-elected
. The first Board of Directors shall be elected by the Governors
inaugural meeting, and shall hold office until the next
immediately following annual meeting of the Board of Governors or, if
Council so decide at that annual meeting, until the next | || next annual meeting. They shall continue in office till
until their successors are chosen and does not start to function.
If a director becomes vacant more than one hundred and eighty (180) days
before the end of the term, elect governors who elected the former director
, a successor for the remainder of the period in accordance with the provisions of Annex B.
this choice of a majority of the votes cast Governors.
If a post of director is vacant one hundred and eighty (180) days or less
before the end of the term, a successor may be, for the remainder
similarly elected by voting those governors who elected the former director
, where required a simple majority of the votes cast
Governors. During the period when the office remains vacant, performs the function
deputy director with the exception of the authority to appoint an alternate.
Article 27

Jurisdiction of the Board of Directors


Without prejudice to the competence of the Board of Governors set out in Article 24 of this Agreement
Board of Directors is responsible for the general operations of the Bank and performs
for this purpose, in addition to the powers assigned to it expressly by this Agreement, all the powers delegated
to it by the Board of Governors, and in particular:

(I) prepare the work of the Board of Governors;

(Ii) in accordance with the general directives of the Board of Governors to establish
policies and take decisions concerning loans, guarantees, investments in equity capital,
, bank borrowings, technical assistance, and other operations
Bank;

(Iii) submit the audited accounts for each financial year for approval
Board of Governors at each annual meeting; and

(Iv) approve the budget of the bank.
Article 28


The Board of Directors (procedural matters)

First The Board of Directors operates at the Bank and shall meet as often as required
business of the Bank.

Second Any meeting of the Board of Directors is able to adopt resolutions if
presence of a majority of directors, provided that such majority
representing at least two thirds of the total number of voting rights
members.

Third The Council shall adopt regulations under which a member may, if the member
no director of its nationality of the member
send a representative to any meeting of the Board of Directors when the
discuss the matter, which concerns mainly that member.
Representative of a member but will not have voting rights.
Article 29

Voting


First The voting power of each member corresponds to the number of shares subscribed in the share capital
bank. In the event that any member failing to pay part
amounts payable in connection with its commitment to paid
shares under Article 6 of this Agreement, such member shall be unable, until that amount
repay, to exercise their voting section rights equivalent to the proportion
which the amount due but unpaid bears to the total amount of paid-up capital subscribed
member in the Bank's capital.


Second When voting in the Board of Governors, each governor shall be entitled to cast votes
that member. Unless the agreement expressly stated otherwise, all questions
approved by the Board of Governors of the voting rights
voting.

Third In voting in the Board of Directors, each director is entitled to cast
number of votes to which they are entitled by the governors who elected him, and
while each director entitled to cast the votes to which they are entitled
governors who They assign their votes in accordance with part D of Annex B
. Director representing more than one member may cast separately
give their votes to the members it represents. Unless the agreement expressly provided
otherwise and except for general policy decisions that must be taken
least two-thirds majority of the total voting rights
voting members, all matters before the Board of Directors
majority of voting rights voting.
Article 30

President


First The Governing Council shall elect the president by majority vote
bank governors, representing at least a majority of the total voting rights
members. The President, while holding office, shall not be a governor or a director or alternate their
.

Second Presidential term is four years. The president can be re-elected
. The president, however, cease to hold office when the Board of Governors so decides
least a two-thirds vote approving
Governors representing at least two thirds of the total voting power.
If the office of President becomes vacant for any reason, the Board of Governors
in accordance with the provisions of paragraph 1 of this Article, shall elect a successor
period of up to four (4) years.

Third The president shall not vote except in the decisive vote in case
balance of votes. He or she may attend meetings of the Board of Governors
and chair the meetings of the Board of Directors.

Fourth The president is the legal representative of the bank.

Fifth The president is the head of the bank system. He is responsible for the organization, appointment and dismissal
executives and other employees
according to the principles adopted by the Board of Directors. In appointing officers and other employees
president must, subject to the paramount importance
fitness and technical ability to be aware of a broad geographical base
members of the Bank.

6th The president leads according to the directives of the Governing Council
operating business of the Bank.
Article 31


Vice President (i)

First Based on the recommendation of the President shall be appointed by the Board of Directors
one or several vice presidents. The Vice President shall serve for a period
has such powers and perform such functions in public administration
Bank, which provides the Board of Directors. In the absence or busy
vice president performs the function and activity of the president.

Second The Vice President may participate in meetings of the Board of Directors does not
vote at such meetings, except in those cases where
voted decisive voice on behalf of the president.
Article 32


International Bank's position

First The Bank shall not accept Special Funds or other loans or financial assistance
which would be in contradiction, deflect or otherwise alter its purpose or function
.

Second Bank, its President, Vice President (i)
executives and other employees in the decision taking into account only serious
case concerning the objectives, functions and activities of the bank, as
specified in this Agreement. Such considerations shall be weighed impartially in order to achieve and carry out
objectives and functions of the Bank.

Third The president, vice president (s), officers and other employees
banks in the performance of their duties, are subject entirely to the Bank
and not another institution. Each member of the Bank shall respect the international
character of this duty and shall refrain from any
attempts to influence any of them in their duties.
Article 33


Location
banks
First Central Bank is located in London.

Second The Bank may establish branches prosecutor or the territory of any member of the Bank
.
Article 34


Custodian and contact process

First Each member shall designate its central bank, or such other institution
may be agreed upon with the Bank, as a depository of all currency reserves, as well as other
Bank's assets.

Second Each member shall designate an appropriate official entity with which the Bank

Be combined in resolving any issues arising from this agreement
.
Article 35


Publishing annual reports and information

First The Bank shall publish an annual report containing audited accounts
statements and circulated to members every three months or such shorter period
statement of overall financial management and profit and loss
documenting the results of its financial operations.
Financial accounts are kept in ecu.

Second The Bank shall report annually on the performance of the bank's environmental
environment and can, if necessary, to support their intentions
publish such other reports.

Third Copies of all reports, statements and publications developed under the provisions of this Article shall
circulated to all members.
Article 36

Distribution of profits


First The Governing Council shall at least once a year the amount of earnings that
Bank, which after allocation to reserves and, if necessary, after
establishment of reserves for possible losses under paragraph 1 of Article 17 of this Agreement
allocated to reserves or other purposes, and provides for a
portion of profit, which, if any, shall be distributed.
Any such decision on the allocation of the Bank's profit for other needs will be taken
least two-thirds of the Governors representing at least two-thirds of the total votes
. No such allocation, and no distributions
not take place until the general reserve amounts to at least ten
(10) percent of the share capital.

Second Any distribution referred to in the preceding paragraph shall be made
proportion to the number of paid-in shares held by each member, for calculating
account shall be taken only of payments received in cash and promissory notes
encashed in respect of such shares during the
financial year.

Third Payments to each member shall be made in such manner as the Board of Governors.
Payments and their use member not subject to any restrictions
member.
PART VII


WITHDRAWAL AND SUSPENSION OF MEMBERSHIP. TEMPORARY SUSPENSION AND TERMINATION OF OPERATIONS
Article 37


The right of members to withdraw

First Any member may withdraw from the Bank at any time by notifying in writing
Bank at its headquarters.

Second Resignation comes into force, and its membership shall cease
date specified in the notice of intention to withdraw, but in no case
not less than six (6) months after the bank received such notice. However
anytime before the withdrawal becomes effective, the member may notify the Bank
the cancellation of its notice of intention to withdraw.
Article 38

Suspension of membership


First If a member fails to fulfill any of its obligations to the bank, the bank
may suspend its membership by decision taken at least a two-thirds majority
Governors representing at least two thirds of the total votes
members. A member whose membership has been suspended thus ceases to be a member
automatically after one year from the date of cessation,
unless a decision is taken by the same majority that interrupt
membership is canceled.

Second At the time of interruption of a member shall not enjoy the rights under this Agreement
except the right of withdrawal, but shall remain subject to all its obligations
.
Article 39


Settlement of accounts with former members

First After the date on which a member ceases to be a member, such former member remains
liable for its direct and contingent liabilities to the bank until any
loans, equity investments or guarantees their part agreed
before it ceased be a member are outstanding. However
ceases to be bound from loans, equity investments and guarantees entered
thereafter by the Bank and also to share either in the income
well as the cost of the bank.

Second At a time when a member ceases to be a member, the Bank shall arrange for the repurchase of
former member's shares in settlement of accounts with such former member
in accordance with the provisions of this article. For this purpose
value of the membership share values ​​featured in books
Bank on the date of cessation of membership, with the original purchase price of each share will be
its maximum value.

Third The payment for shares repurchased by the Bank under this Article shall be governed by the following terms
:

(I) any amount belonging to a member for its shares shall be withheld so

Long as the former member, its central bank or any of its
agencies or instrumentalities remains liable, as borrower or guarantor
Bank and such amount may, if it deems appropriate bank, used | || on any such liability as it matures.
No amount shall be withheld on account of the liability member resulting from its subscription
shares in accordance with paragraphs 4, 5 and 7 of Article 6 of this Agreement. In any case, no amount
member for its shares shall be paid
earlier than six (6) months after the date upon which the member ceases to be a member;

(Ii) repayment of shares is carried out from time to time as they are transmitted
former member, amounting, in which redemption amount under paragraph 2 of this Article
exceeds the total amount of liabilities from loans ,
equity investments and guarantees in paragraph (i) of this paragraph, up to the moment until
former member receives the full repurchase price;

(Iii) payments will be made under the conditions and in such fully convertible currencies
or ECU, and on such dates as the Bank determines;

(Iv) if the bank suffers a loss arising from any guarantees, participations in
loans, or loans which were outstanding on the date when the member ceased to be a member of
, or if the bank suffered a loss arising from investments in assets | || held on that date, and if the amount of such losses exceeds the amount
reserves created against losses on the date when the member ceased to be a member
repay such former member demand, the amount by which the redemption price
its shares would had been reduced if the losses were
been taken into account in determining the repurchase price. Furthermore
former member remains indebted due to any unpaid
subscribed capital in accordance with paragraph 4 of Article 6 of this Agreement, in
extent that would have been asked if there would have been a || | capital inadequacy, and if the request would have been made at the time
determining the amount of the redemption price of its shares.

Fourth If the Bank terminates its operations pursuant to Article 41 of this Agreement within six months
(6) months of the date on which the former member ceases to be a member, all
rights of such former member shall be determined in accordance with Article 41 and 43
this Agreement.
Article 40

Temporary suspension of operations


In an emergency Board of Directors may suspend temporarily operations
due to new loans, guarantees, underwriting, technical assistance and investment
into share capital, until the Governing Council does not consider and accept
decision.
Article 41



End Operations
The Bank may terminate its operations with the approval of two-thirds
governors, representing at least three-fourths of member votes. When
such termination of operations the Bank shall forthwith cease all activities with the exception
activities aimed at orderly realization, conservation and
protect its assets and settlement of its obligations.
Article 42


Liability of members and payment of claims

First In the event of termination of operations of the Bank remains committed to all members
in the range of outstanding subscriptions the share capital of the Bank until
all claims of creditors, including any claims are paid
.

Second Creditors on ordinary operations holding direct claims are
paid off, firstly from the bank's assets for the second installment of belonging
bank arising from paid-in capital, and further installments of belonging
Bank in respect of callable capital . Before making a
any payments to creditors holding direct claims, the Board of Directors shall
such measures as are necessary, in its judgment for that
ensure a pro rata distribution among holders of direct and potential
claims.
Article 43

Distribution of assets


First No distribution under this section shall not be made to members on account
their subscriptions the share capital of the Bank until:

(I) all liabilities to creditors have not been paid or provided for them
reserves;

(Ii) the Governing Council decided at least a two-thirds majority
representing at least three-fourths of the total votes of the member
execution of such a division.

Second Any distribution of assets to members of the bank's assets in proportion to the
held by each member and shall be effected at that time and under such conditions as the Bank
deems fair and equitable. The shares of assets may not

Each be uniform as to type of asset. No member
right to share in such a distribution of assets until it has settled all of its obligations to the Bank
.

Third Any member receiving assets distributed pursuant to this Article shall
respect to such assets enjoy the same rights as the bank before
division.
PART VIII


STATUS, IMMUNITIES, PRIVILEGES AND EXEMPTIONS
Article 44


The objectives of this part

In order to enable the bank to fulfill its mission and functions entrusted,
she is in the territory of each member is granted a status, immunities, privileges and exemptions
listed in this section.
Article 45



Bank Status
The Bank has full legal personality and in particular the legal entitlements:

(I) enter into commitments,

(Ii) to acquire and dispose of movable and immovable property

(Iii) result in legal proceedings.
Article 46


A bank's position in relation to the judicial process

Proceedings against Bank may be conducted only by the competent court of
on the territory of the country in which the Bank has an office, which has appointed an agent for
receipt of judicial documents or issued or underwrote the issue of securities securities
. The Bank can not be sued by their members or persons acting in the interest
members or persons deriving claims from members
. The property and assets of the Bank, whether they are stored anywhere or anyone
held, be immune from all forms of seizure, attachment or execution
until delivery of final judgment against the Bank.
Article 47


Immunity of assets from seizure

The property and assets of the Bank, wherever located and by whoever held, are
immune from search, requisition, confiscation, expropriation or other forcible detention
administrative or legal act.
Article 48

Immunity of archives


Archives of the Bank and all documents belonging to or held
Bank shall be inviolable.
Article 49


Freedom of assets from restrictions

To the extent necessary for security objectives and functions of the Bank and by
provisions of this Agreement, all property and assets the bank
exempt from restrictions, regulations, controls and moratoria of any nature.
Article 50



Privilege for communications
At the official communications by each member bank
same treatment it accords to the official communications any further
member.
Article 51


Immunities of officers and employees

All governors, directors, alternates, officers and employees
Bank and experts performing tasks on behalf of the bank
enjoy immunity in matters undertaken in their official activity with
except in cases where immunity is freed flask;
their official documents shall be inviolable. This immunity does not apply to civil
liability for damages caused by traffic accidents caused
governor, director, alternate, senior officer, employee or expert
.
Article 52


Privileges of officers and employees

First All governors, directors, alternates, officers and employees
banks and experts working for the bank:

(I) not being local nationals, provided to them
immunity from immigration restrictions, alien registration requirements and national service obligations
and are receiving the same relief from foreign exchange
regulations and at the same extent as provided by members
officials and employees of comparable rank of other members; and

(Ii) shall be granted the same treatment in respect of traveling facilities as is accorded by members
officials and employees of comparable rank
other members.

Second Wives and direct dependents of those directors, alternates,
executives, employees and experts of the Bank who live in the country
capital of the bank will be given the opportunity to take in this country
job. Spouses and immediate family members of directors, alternates,
executives, employees and experts of the Bank who live in the country
agency's headquarters or branches of the bank, wherever possible, in accordance with local regulations
have in the country similar possibility.
The Bank shall negotiate a special agreement to implement the provisions of this paragraph with the country
bank's headquarters and possibly with other relevant countries.
Article 53

Exemption from taxation


First As part of its official activities the Bank, its assets, property and income
are exempt from all direct taxes.


Second When purchases of goods or the bank when using the services of significant value
necessary for the exercise of the official activities of the Bank and when the price of the goods or the services
taxes or fees, the member that those taxes or fees imposed
, will, if possible, these taxes or fees
quantify the appropriate measures to grant exemption from such taxes or
duties or to provide for their reimbursement.

Third Goods imported by the Bank and necessary for the exercise of its official activities
is exempt from all import duties and taxes and from all import prohibitions and restrictions
. Similarly, goods exported by the Bank and necessary for the performance of its
official activities shall be exempt from all export duties and taxes and from all
export prohibitions and restrictions.

Fourth Acquired or imported goods and exempted under this Article shall not
sold, rented, lent or given away against payment or free of charge, with
except in accordance with conditions laid down by the members who
granted exemptions or reimbursements.

Fifth The provisions of this Article shall not apply to taxes and charges which are only
payment for services of public enterprises.

6th Directors, alternates, officers and employees of the bank
subject to the Bank applies an internal tax on salaries and
income paid by the bank; Taxation is subject to the terms and conditions, which
Board of Governors within one year from the date of entry into force of this Agreement
. From the date on which this tax is applied, such salaries and
income exempt from state income tax. However, Members may
salaries and incomes thus exempt from taxation taken into account in determining the amount
taxes relating to income from other sources.

7th Notwithstanding the provisions of paragraph 6 of this Article may
member, together with its instrument of ratification, acceptance or approval to impose a statement
that it retains for itself and its authorities the right to tax salaries and incomes
paid by the Bank to its nationals. The Bank is exempt from
obligations relating to the payment, withholding or collection of such taxes.
The Bank does not provide reimbursement for such taxes.

8th Paragraph 6 of this Article shall not apply to pensions and annuities paid
Bank.

9th Bonds or securities issued by the Bank, including any dividend or interest
arising therefrom, regardless of who they are held, will not in any way be taxed
:

(I) if the bonds or securities were only disadvantage of
because they were issued by a bank or

(Ii) if the sole jurisdictional basis for such taxation is the place or
currency in which the instrument is issued, paid or payable;
or location of any office or place of business of the bank.

10th Bonds or securities for which the Bank provided a guarantee
including any dividend or interest thereon, regardless of who they are held
will in no way be taxed:

(I) if the bonds or securities were only disadvantage of
because it gave them a bank guarantee; or

(Ii) if the sole jurisdictional basis for such taxation is the location
office or place of business of the bank.
Article 54


The implementation of this part

Each member shall promptly take necessary measures to implement the provisions of this section and
inform the Bank about the details of the measures taken.
Article 55


Waiver of immunities, privileges and exemptions

Immunities, privileges and exemptions conferred under this section are provided
in the interest of the bank. The Board of Directors may to the extent and under the conditions
determine waive any of the immunities, privileges and exemptions provided in this section
, in cases where such action would, in its opinion,
suitable to the interests of the bank. The president has the right and duty to waive
any immunity, privilege or exemption in respect
any officer, employee or expert
Bank with the exception of the President or Vice President, where, in his opinion, this immunity
, privilege or exemption avoid legal action when this
can be waived without prejudice to the interests of the bank. In similar circumstances and under the same conditions
Board of Directors has the right and duty to waive
any immunity, privilege or exemption which concern the president and vice president
everyone.
PART IX


AMENDMENTS, INTERPRETATION, ARBITRATION


Čl.56 Changes


First Any proposal to amend this Agreement, whether emanating from a member of the Governor

Or Board of Directors, shall be communicated to the Chairman of the Board of Governors, which
submit a proposal to the Board. If the Board of Governors approves the proposed amendment
, the bank will ask expeditious manner all members whether they accept the proposed amendment
. If at least three quarters of the members (including
least two countries from Central and Eastern Europe listed in Annex A)
having at least four-fifths of the total number of member votes
proposed amendments, the Bank shall certify that fact by formal communication
all its members.

Second Notwithstanding the provisions of paragraph 1 of this Article:

(I) acceptance by all members is required in case of any changes amending
:

A) the right to withdraw from the Bank;

B) the law concerning the acquisition of capital under Article 5.
3 of this Agreement;

C) the limitations on liability under Article 5. 7 of this Agreement; and

D) the objectives and tasks of banks within the meaning of Articles 1 and 2 of this Agreement;

(Ii) acceptance by at least three-fourths of the members having at least
eighty-five (85) percent of the total votes of members
is required for any change amend paragraph 4 of article 8 of this Agreement
.

Third Amendments shall enter into force for all members three (3) months after the date
formal communication under paragraphs 1 and 2 of this Article, if
Board of Governors specifies a different deadline.
Article 57


Interpretation and implementation

First Any question concerning the interpretation or application of the provisions of this
agreement that would arise between any member and the Bank or between any two
members of the Bank, will be sent to the Board of Directors.
If a member is no director of its nationality
member in question, then the member whose question relates
entitled to direct representation in the meeting of the Board of Directors during the assessment questions.
Representative of that member will not have voting rights.
To the right of representation shall be regulated by the Board of Governors.

Second In all cases where the Board of Directors has
decision under paragraph 1 of this Article, any member may require that the
question referred to the Board of Governors, whose decision will be final.
Decision to the Board of Governors, the Bank may, if it deems it necessary, act on the basis
decision of the Board of Directors.
Article 58

Arbitrage


If a disagreement arose between the Bank and a member whose membership was terminated
, or between the Bank and any member after adoption of a decision on the closure of
Bank, such disagreement shall be forwarded to the Court of Arbitration
three (3 ) judges, one of whom will be appointed by the Bank, the second
member or former member who is concerned, and the third, unless the parties
President of the International Court of Justice or another authority designated in the regulations
Board of Governors. A majority vote of the
sufficient for a decision, which shall be final and binding on both parties
. The third arbitrator shall have full power to decide all procedural
issues on which the parties agree.
Article 59


Approval deemed given

In all cases where consent is required or receiving member
before the bank can carry out any activity except
activities under Article 56 of this Agreement, approval or acceptance
deemed given if member does not object within a reasonable period of time which may determine
bank in notifying members' activities.
PART X

FINAL PROVISIONS

Article 60


Signature and deposit

First This agreement imposed by the French government (hereinafter "the Depositary")
remain open for signature by prospective members listed in Annex A to this
agreement until 31 December 1990.

Second The Depositary shall transmit certified copies of this Agreement to all the signatories.
Article 61 of the


Ratification, acceptance or approval

First The agreement is subject to ratification, acceptance or approval by the signatories.
Documents of ratification, acceptance or approval, subject to paragraph 2 of this Article
be deposited with the depositary not later than 31 March 1991. The depositary shall inform the other signatories
deposit and the date.

Second Each signatory may become a party to this Agreement by
saves the document of ratification, acceptance, approval or acceptance by the deadline
one year from the date of entry into force of this Agreement.
If necessary, it can be based on the majority decision Governors

Represents the majority of the Member's voting rights, provided
later date.

Third Signatory whose relevant documents referred to in paragraph 1 of this Article
are stored before the agreement comes into force, becomes a member of the Bank for
this date. Any other signatory which complies with the provisions
preceding paragraph shall become a member of the Bank on the date when stored
its instrument of ratification, acceptance or approval.
Article 62

Entry into force


First This Agreement shall enter into force as soon as the documents of
ratification, acceptance or approval of the signatories whose initial
subscribed shares represent at least two thirds of the total subscribed shares
listed in Annex A, and between which are at least
two countries of Central and Eastern Europe listed in Annex A.

Second If this Agreement enters into force on 31 March 1991
depository may convene a conference of interested prospective members to determine
further action and decide a new date, which will be stored
instrument of ratification, acceptance or approval.
Article 63


Inaugural meeting and commencement of operations

First Once this Agreement enters into force under Article 62 of this Agreement
each member shall appoint a governor. The Depositary shall convene the first meeting of the Board of Governors
within sixty (60) days from the date of entry into force of this Agreement
under Article 62 or as soon thereafter.

Second At its first meeting, the Board of Governors:

(I) elect the President;

(Ii) elect the directors of the Bank in accordance with Article 26 of this Agreement;

(Iii) shall make arrangements for determining the date of commencement of the Bank;

(Iv) take other measures that are necessary to prepare for the commencement
bank's activities.

Third Bank shall notify its members of the date of commencement of its operations.

Done in Paris on 29 May 1990 in one original, whose English,
French, German and Russian texts are equally authentic.
The original will be deposited in the archives of the Depositary which shall transmit a certified copy of all future
members listed in Annex A.


Příl.A
The initial subscribed share capital of the future members who
can become members under Article 61


Number of shares Subscribed capital
mil. ECU
A - The European Communities and
)
Belgium 22 800 228,00
Denmark 12000 120.00
France 85175 851.75
The Federal Republic
Germany 85175 851.75
Greece 6500 65.00
Ireland 3000 30.00
Italy 85175 851.75
Luxembourg 2000 20.00
Netherlands 24 800 248,00
Portugal 4200 42.00
Spain 34000 340.00
United Kingdom 85 175 851.75

B)
European Economic
Community 30000 300.00
The European Investment Bank 30000 300.00

B - Other European countries
Austria 22800 228,00
Cyprus 1000 10.00
Finland 12500 125.00
Iceland 1000 10.00
Israel 6500 65.00
Liechtenstein 200 2.00
Malta 100 1.00
Norway 12500 125.00
Sweden 22 800 228,00
Switzerland 22 800 228,00
Turkey 11500 115.00

C - Receiving (recipientské) country
Bulgaria 7900 79.00
Czechoslovakia 12800 128.00
German Democratic
Republic 15500 155.00
Hungary 7900 79.00
Poland 12800 128.00
Romania 4800 48.00
The Soviet Union 60000 600.00
Yugoslavia 12800 128.00

D - Non-European countries
Australia 10000 100.00
Canada 34000 340.00
Egypt 1000 10.00
Japan 85175 851.75
Korea 6500 65.00
Mexico 3000 30.00
Morocco 1000 10.00
New Zealand 1000 10.00
United States 100000 1000.00

E - Retained shares
125 1.25

A total of 1000000 10000.00

Future members are listed in the above categories only for the purposes of this Agreement
. Receiving (recipientské)
country are given elsewhere in this Agreement as Central and Eastern Europe.


Příl.B

Part A: Election of Directors by governors representing Belgium, Denmark,
France, Germany, Greece, Ireland, Italy,
Luxembourg, Netherlands, Portugal, Spain, United Kingdom, European Economic
Community and the European investment bank (hereinafter
inaugurated as governor of a).

First The provisions set out below in this section apply only to that part
.

Second Candidates for the post of Director shall be nominated by
Part A, under the condition that each governor may nominate only one person.
Choice of directors and will vote governors of A.

Third Each governor has the right to vote, cast
one person all the votes to which the member who appointed the governor has the right
under paragraphs 1 and 2 of Article 29 of this Agreement.

Fourth Provided that the provisions of paragraph 10 of section 11
people with the highest number of votes will become the CEO, but the person who
receives less than 4.5 percent of the total possible number of votes
under Part A, shall not be considered elected.

Fifth Provided that the provisions of paragraph 10 of this Section, if
11 persons have not been elected in the first ballot, will take place
second round of voting, in which, if no more than 11 candidates,
person who receives the lowest number votes in the first ballot,
will not be considered eligible for election and in which there shall vote only
:

A) those governors who voted in the first round for a person not elected, and

B) those governors whose votes elected person are given below
paragraphs 6 and 7 considered the voices that raised the votes cast
that person above 5.5 per cent of the total possible number of votes
pursuant to part A.

6th In determining whether the votes granted by the governor are deemed voices
which increased the total number of votes allocated to any person over
5.5 percent of the total possible votes under Part A, 5.5 percent will involve
Firstly votes of the governor, the largest number of votes
such person, then the votes of the governor, the next largest
number of votes, and so on until it reached 5.5 percent.

7th Any governor, part of whose votes must be counted in order to
total number of votes allotted to any person
rose above 4.5 percent is considered a governor who assigned all of their voices
this person, even if the total number of votes for that person exceeds 5.5 percent
not be eligible to vote in the next round.

8th Provided that the provisions of paragraph 10 of this Part
if, after the second ballot will be elected 11 people, held
another round of voting in accordance with the principles and procedures set out in this section
, so, until 11 persons have been elected.
If at any stage 10 persons are elected, notwithstanding the provisions of paragraph 4 of this section
11th person may be elected by a simple majority of the remaining votes cast
.

9th In the event of an increase or decrease in the number of directors to be elected by the governors
Part A, the minimum and maximum percentages specified in paragraphs
4, 5, 6 and 7 of this Section shall be appropriately adjusted
Board of Governors.

10th If any signatory, respectively. group of signatories, which respectively.
Whose share in the total amount of capital subscriptions provided for in Annex A
is greater than 2.4 percent, has not deposited its instrument of ratification documents
approval or acceptance of the agreement, they will not hold elections director, if
respect of each such signatory, respectively. group of signatories. Governor
respectively. governors representing such a signatory, respectively.
group of signatories shall elect respective directors, once the signatory, respectively.
group of signatories become a member, respectively. members. The director will be considered for
director elected by the Governors at the inaugural session by
paragraph 3 of Article 26 of this Agreement if it will be chosen during the first term
Board of Directors.

Part B - Election of Directors by governors representing other countries

Part B (I): Election of Directors by governors representing those countries which are
listed in Annex A as Central and Eastern Europe (recipientské
country) - hereinafter referred as governors Part B (I).

First The following provisions apply only to that part.

Second Candidates for the post of Director shall be nominated by Part B (I)

Each governor may nominate only one person. Election of Directors
Part B (I) will take place vote Governors Part B (I).

Third Each governor has the right to vote, cast
one person all the votes to which the member who appointed the governor has the right
under paragraphs 1 and 2 of Article 29 of this Agreement.

Fourth Provided that the provisions of paragraph 10 of this Section 4
person with the most votes will become the CEO, but the person who
receives less than 12 percent of the total possible number of votes specified in Part B
(I) will not considered elected.

Fifth Assuming the provisions of paragraph 10 of this Section, if 4 persons
not elected on the first ballot, a second ballot will take place
round, which, if not more than 4 candidates, the person who receives the lowest number of votes
in the first ballot shall be considered
eligible for election and in which there shall vote only:

A) those governors who voted in the first round for a person not elected, and

B) those governors whose votes elected person are given below
paragraphs 6 and 7 of this section, deemed voices, which boosted the number of votes cast
this person over 13 percent of the total possible number of votes
according to part B (I).

6th In determining whether the votes allocated by the Governor may be considered
voices have raised the total votes cast for any person
over 13 percent of the total possible number of votes specified in Part B (I)
13 percent of these will include firstly votes of the governor allocated
highest number of votes for such person, then the votes of the governor
allocated the second highest number of votes, etc., and so until a
13 percent.

7th Any governor, part of whose votes must be counted in order to
total number of votes allotted to any person rose above 12 percent
will be considered a governor who assigned all of their voices
this person, even if the total votes for that person exceeds 13 percent
not be eligible to vote in the next round.

8th Provided that the provisions of paragraph 10 of this Part
if, after the second ballot will be chosen 4 persons
held another round of voting in accordance with the principles and procedures
specified in this section, and so, elected until 4 people.
If at any stage 3 persons are elected, notwithstanding the provisions of paragraph 4
this section, 4th person can be elected by a simple majority of the remaining
votes cast.

9th In the event of an increase or decrease in the number of directors to be elected by the governors
Part B (I), the minimum and maximum percentages specified in paragraphs
4, 5, 6 and 7 of this Section shall be appropriately adjusted
Board of Governors .

10th If any signatory, respectively. group of signatories, which respectively.
Whose share in the total amount of capital subscriptions provided for in Annex A
is greater than 2.8 percent, has not deposited its instrument of ratification documents
approval or acceptance of the agreement, they will not hold elections director, if
respect of each such signatory, respectively. group of signatories. Governor
respectively. governors representing such a signatory, respectively.
group of signatories shall elect respective directors, once the signatory, respectively.
group of signatories become a member, respectively. members. The director will be considered for
director elected by the Governors at the inaugural session by
paragraph 3 of Article 26 of this Agreement if it will be chosen during the first term
Board of Directors.

Part B (II): Election of Directors by governors representing those countries which are
listed in Annex A as other European countries [hereinafter referred as
governors Part B (II)].

First The following provisions apply only to that part.

Second Candidates for the post of Director shall be nominated by section B
(II), each governor may nominate only one person. Options
Directors of B (II) there will be a vote Governors Part B (II).

Third Each governor has the right to vote, cast
one person all the votes to which the member who appointed the governor has the right
under paragraphs 1 and 2 of Article 29 of this Agreement.

Fourth Provided that the provisions of paragraph 10 of this Section 4
person with the most votes will become the CEO, but the person who
receives less than 20.5 percent of the total possible number of votes
under Part B (II) , shall be considered elected.


Fifth Provided that the provisions of paragraph 10 of this Section, if 4
person shall be elected on the first ballot, will take place
second round of voting, in which, if no more than 4 candidates
person who received the lowest number votes in the first ballot,
will not be considered eligible for election and in which there shall vote only
:

A) those governors who voted in the first round for a person not elected, and

B) those governors whose votes elected person are given below
paragraphs 6 and 7 of this section, deemed voices, which boosted the number of votes cast
this person above 21.5 per cent of the total possible number
votes in accordance with part B (II).

6th In determining whether the votes allocated by the Governor may be considered
voices have raised the total votes cast for any person
over 21.5 percent of the total possible number of votes specified in Part B (II), these 21
5 percent will involve firstly votes of the governor
largest number of votes for such person, then the votes of the governor
next largest number of votes for such person, etc., and so will not be achieved until
21.5 percent.

7th Any governor, part of whose votes must be counted in order to
total number of votes allotted to any person
rose above 20.5 percent, will be considered a governor who assigned all of their voices
this person, even if the total number of votes for that person exceeds
21.5 percent and this will not be eligible to vote in the next round.

8th Provided that the provisions of paragraph 10 of this Part
if, after the second ballot will be chosen 4 persons
held another round of voting in accordance with the principles and procedures
specified in this section, and so, elected until 4 people.
If at any stage 3 persons are elected, notwithstanding the provisions of paragraph 4
this section, 4th person can be elected by a simple majority of the remaining
votes cast.

9th In the event of an increase or decrease in the number of directors to be elected by the governors
Part B (II), the minimum and maximum percentages specified in paragraphs
4, 5, 6 and 7 of this Section shall be appropriately adjusted
Board of Governors .

10th If any signatory, respectively. group of signatories, which respectively.
Whose share in the total amount of capital subscriptions provided for in Annex A
is greater than 2.8 percent, has not deposited its instrument of ratification documents
approval or acceptance of the agreement, they will not hold elections director, if
respect of each such signatory, respectively. group of signatories. Governor
respectively. governors representing such a signatory, respectively.
group of signatories shall elect respective directors, once the signatory, respectively.
group of signatories become a member, respectively. members. The director will be considered for
director elected by the Governors at the inaugural session by
paragraph 3 of Article 26 of this Agreement if it will be chosen during the first term
Board of Directors.

Part B (III): Election of Directors by governors representing those countries which are
listed in Annex A as non-European countries [hereinafter referred as governors
Part B (III)].

First The following provisions apply only to that part.

Second Candidates for the post of Director shall be nominated by
Part B (III), each governor may nominate only one person.
Election of directors Part B (III) will take place vote Governors Part B (III).

Third Each governor has the right to vote, cast
one person all the votes to which the member who appointed the governor has the right
under paragraphs 1 and 2 of Article 29 of this Agreement.

Fourth Provided that the provisions of paragraph 10 of this Section 4
persons receiving the highest number of votes will become the director, but
person who receives less than 8 percent of the total possible number of votes
under Part B (III ) shall be considered elected.

Fifth Provided that the provisions of paragraph 10 of this Section, if 4
person shall be elected on the first ballot, will take place
second round of voting, in which, unless more than 4 candidates
person who received the lowest number votes in the first ballot,
will not be considered eligible for election and in which they will vote only
:

A) those governors who voted in the first round for a person not elected, and

B) those governors whose votes elected person are given below

Paragraphs 6 and 7 of this section, deemed voices, which boosted the number of votes cast
that person above 9 per cent of the total possible number of votes
under Part B (III).

6th In determining whether the votes allocated to the governor, may be considered
voices have raised the total number of votes for any person above 9
percent of the total possible number of votes, in accordance with Part B (III) of the 9 percent
will include for the first votes of the governor allocated the highest number of votes
this person, then the votes of the governor
allocated the second highest number of votes that person, etc., and so until a
9 percent.

7th Any governor, part of whose votes must be counted in order to
total number of votes allotted to any person rose above 8 percent
will be considered a governor who assigned all of their voices
this person, even if the total votes for that person exceeds 9 percent
not be eligible to vote in the next round.

8th Provided that the provisions of paragraph 10 of this Part
if, after the second ballot will be chosen 4 persons
held another round of voting in accordance with the principles and procedures
specified in this section, and so, elected until 4 people.
If at any stage 3 persons are elected, notwithstanding the provisions of paragraph 4
this section, 4th person can be elected by a simple majority of the remaining
possible votes.

9th In the event of an increase or decrease in the number of directors to be elected by the governors
Part B (III), the minimum and maximum percentages specified in paragraphs
4, 5, 6 and 7 of this Section shall be appropriately adjusted
Board of Governors.

10th If any signatory, respectively. group of signatories, which respectively.
Whose share in the total amount of capital subscriptions provided for in Annex A
is greater than 5 percent, has not deposited its instrument of ratification documents
approval or acceptance of the agreement, they will not hold elections director as regards
each such signatory, respectively. group of signatories. Governor
respectively. governors representing such a signatory, respectively.
group of signatories shall elect respective directors, once the signatory, respectively.
group of signatories become a member, respectively. members. The director will be considered for
director elected by the Governors at the inaugural session by
paragraph 3 of Article 26 of this Agreement if it will be chosen during the first term
Board of Directors.

Part C - Measures for Election of Directors representing countries not listed in Annex
A

If the Board of Governors decides, on the basis of paragraph 3 of Article 26
this Agreement, to increase or decrease the number of members of the Board of Directors or
change the composition of the board of directors to take into account changes in the number of members of the bank must
first consider whether the necessary amendment to this Annex,
and may make any amendment as part of this
decision.

Part D - Allocation of votes

Any Governor who does not participate in the elections or who
does not contribute to the election of a director under sections A, B (I), B (II) or B (III)
this Annex may assign the votes to which it is law, selected for the Director
provided that the Governor to make such assignment soon receive approval
those governors who chose this director.

Decision any governor not to participate in elections director
affect the calculation of the number of eligible votes to be conducted by
parts A, B (I), B (II) and B (III) of this Annex.