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Act 3/1988, On May 4, Which Authorizes The Participation Of Spain In The Multilateral Investment Guarantee Agency.

Original Language Title: Ley 3/1988, de 4 de mayo, por la que se autoriza la participación de España en el Organismo Multilateral de Garantía de Inversiones.

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TEXT

JOHN CARLOS I

KING OF SPAIN

To all who present it and understand,

Sabed: That the General Courts have approved and I come to sanction the following Law:

PREAMBLE

Spain began its entry into the international institutions dedicated to the financing of development in 1958, as a member of the International Bank for Reconstruction and Development. Later, in 1960, he became a founding member of the International Development Association and the International Finance Corporation, institutions that are part of the World Bank Group. Subsequently, Spain joined the African Development Fund in 1974, in 1976 at the Inter-American Development Bank, in 1984 at the African Development Bank and in 1986 at the Asian Development Bank and the Inter-American Corporation of Investments.

The creation of the Multilateral Investment Guarantee Agency, attached to the World Bank Group, now provides a magnificent opportunity for Spain to provide adequate coverage for its investors in developing countries. in the face of the political risks associated with these initiatives. On the other hand, the incorporation of the Agency will make it possible to complete the presence of Spain in the practice of all multilateral financial institutions linked to development.

This Law is intended to authorize the participation of Spain in this institution.

Article 1.

The Government is authorised to provide the necessary for the signature and ratification by Spain of the Convention establishing the Multilateral Investment Guarantee Agency, the article of which is annexed to this Law.

Article 2.

Spain's subscription of 1,285 shares of the Multilateral Investment Guarantee Agency of a nominal value of 10,000 Special Drawing Rights is authorised.

The payment of the subscribed capital shall be made in the form provided for in the seventh article of the Convention which appears as an appendix to this Law.

Article 3.

As provided for in Article 37 of the Convention of the Multilateral Investment Guarantee Agency, the Bank of Spain is hereby designated as the depositary of the assets which are in favour of the Bank of Spain, as well as the credentialed titles of the subscriptions being made.

Article 4.

The Bank of Spain is authorised to apply freely convertible the pesetas necessary to make the payments referred to in this Law.

ADDITIONAL DISPOSITION

The Ministries of Foreign Affairs and the Economy and Finance are empowered to take all measures necessary to implement the provisions of this Law.

FINAL DISPOSITION

This Law will enter into force the day after its publication in the "Official State Gazette".

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this Law.

Palacio de la Zarzuela, Madrid, 4 March 1988.

JOHN CARLOS R.

The President of the Government,

FELIPE GONZÁLEZ MARQUEZ

TREATY ESTABLISHING THE MULTILATERAL INVESTMENT GUARANTEE BODY

PREAMBLE

The Contracting State,

Whereas it is necessary to strengthen international cooperation for economic development and to promote the contribution of foreign investment in general and private foreign investment in particular to such development;

Acknowledging that mitigation of non-commercial risk-related concerns would facilitate and enhance the flow of foreign investment to developing countries;

Eager to improve the flow to developing countries of capital and technology for productive purposes in conditions compatible with their development needs, policies and objectives, on the basis of standards fair and stable for the treatment of foreign investment;

Convinced that the Multilateral Investment Guarantee Agency can play an important role in encouraging foreign investment by complementing national and regional investment guarantee programmes and activities of private insurers of non-commercial risks, and

Recognising that such an Agency, to the extent possible, must fulfil its obligations without recourse to its capital required and that the continued improvement of the conditions for investments would contribute to such an objective,

The following have been agreed:

CHAPTER FIRST

Creation, legal nature, purpose, and definitions

Article 1. º Creation and legal nature of the Agency.

(a) By this Convention the Multilateral Investment Guarantee Agency (hereinafter referred to as the Agency) is hereby established.

(b) The Agency shall have full legal personality and, in particular, capacity to:

i) Contry.

ii) Acquire and dispose of movable and immovable property.

iii) Open court proceedings.

Art. 2. 0bjetivo and purposes.

The objective of the Agency will be to encourage the flow of investments for productive purposes between member countries and, in particular, towards developing member countries, thus complementing the Bank's activities. International Reconstruction and Development (hereinafter referred to as the Bank) and the International Finance Corporation and other international development finance institutions.

In order to meet your goal, the Agency:

(a) It shall grant guarantees, including co-insurance and reinsurance, against non-commercial risks in respect of investments made in a member country and from other member countries.

b) It will carry out appropriate complementary activities to promote the flow of investments to and among developing member countries, and

c) Exercise all other concomitant faculties that are necessary or desirable to achieve your goal.

In all its decisions, the Agency shall be governed by the provisions of this Article.

Art. 3. º Definitions.

For the purposes of this Convention:

a) "Member" means a State in respect of which this Convention has entered into force in accordance with Article 61.

(b) "receiving country" or "receiving government" means a member, its government, or a public dependency of a member on whose territory, as defined in Article 66, an investment which has been secured or re-insured by the Agency or which the Agency is considering to ensure or to ensure.

(c) "developing member country" means a member of the Agency designated as such in Appendix A) to this Convention, including any amendments to that Appendix which it makes from time to time to the Board of Governors to which referred to in Article 30 (hereinafter referred to as the Council).

(d) "Special Majority" means the affirmative vote of no less than two-thirds of the total voting rights representing no less than 50 per 100 of the shares subscribed to the capital of the Agency.

e) "free use currency" means (i) a currency thus designated from time to time by the International Monetary Fund and (ii) any other currency that can be freely obtained and used effectively, than the Board of Directors to which is referred to in Article 30 (hereinafter referred to as "Junta") for the purposes of this Convention, after consultation with the International Monetary Fund and with the approval of the issuing country of that currency.

CHAPTER II

Members and Capital

Art. 4. º Members.

a) Members of the Agency may be members of the Bank and Switzerland.

(b) The founding members of the Agency shall be the States which designate in Appendix A to this Convention and which are parties to it on or before 30 October 1987.

Art. 5. Capital.

(a) The authorised capital of the Agency shall be one billion special drawing rights (SDR 1 billion). The authorised capital shall be divided into 100,000 shares with a nominal value of SDR 10,000 each, which shall be made available to the members for subscription purposes. All the obligations for the payment of the members in respect of the authorised capital shall be met on the basis of the average value of the SDR in terms of the dollar of the United States of America in the period from 1 January 1981 to 30%. June 1985, value corresponding to 1,082 dollars of the United States of America for each DEG.

(b) When a new member is admitted, the authorised capital shall be increased to the extent that the number of shares authorised at that time is insufficient to provide the shares to be subscribed by that member compliance with Article 6.

(c) The Council, acting by a special majority, may increase the authorised capital of the Agency at any time.

Art. 6. Action Subscription.

Each founding member of the Agency shall subscribe to the nominal value the amount of capital stock that is stipulated in accordance with its name in Appendix A to this Convention. All other members shall take capital shares in the number and in the terms and conditions which the Council determines, but in no case at a lower emission price than the nominal value. No member will subscribe less than 50 shares.

The Board shall prescribe the rules under which members may subscribe to additional shares of the authorised capital.

Art. 7. º Division and requirements for payment of subscribed capital.

The initial subscription for each member will be paid as follows:

(i) Within 90 days from the date of this Convention entering into force in respect of each member; 10 per 100 of the price of each action shall be paid in cash as provided for in Section (a) of Article 8. and a further 10 per 100 in the form of non-marketable promissory notes that do not accrue interest, or similar obligations to be made effective in accordance with a decision of the Board in order to satisfy the obligations of the Agency.

(ii) The balance shall be subject to payment at the request of the Agency where necessary to meet its obligations.

Art. 8. Action Subscription Payment.

a) The payments of the subscriptions will be given in free-use currencies; however, the developing member countries will be able to pay in their own currencies up to 25 per 100 of the cash portion of their paid capital subscriptions payable in accordance with Article 7. (i).

b) The requirements of any portion of the unpaid subscriptions will be uniform for all actions.

c) If the amount received by the Agency for a requirement is insufficient to satisfy the obligations that have necessitated the requirement, the Agency may make successive requests additional unpaid subscriptions until the total sum received is sufficient to satisfy such obligations.

d) Responsibility for the shares shall be limited to the unpaid portion of the issue price.

Art. 9. Currency Valuation.

For the purposes of this Convention, whenever it is necessary to determine the value of a currency on the basis of another currency, such value shall be reasonably determined by the Agency, after consultation with the International Monetary Fund.

Art. 10. Reimbursements.

(a) As soon as possible, the Agency shall reimburse the members for the amounts paid by them for a subscribed capital requirement if the following conditions are met and to the extent that they are met:

i) that the requirement has been made to satisfy a claim arising from a reinsurance guarantee or contract and that after the Agency has recovered its payment in whole or in part, in free currency, or

(ii) that the requirement has been made in respect of non-compliance with the payment by a member and subsequently that member has made the payment in whole or in part, or

iii) That the Council, by a special majority, determines that the financial situation of the Agency allows such amounts to be repaid in all or part of the Agency's revenue.

b) Any refund to a member under this article shall be made in free currency in the proportion corresponding to the payments made by that member in the total amount paid in accordance with the requirements facts before such a refund.

(c) The equivalent of the amounts reimbursed to a member under this Article shall become part of the member's capital requirements in accordance with Article 7. (ii).

CHAPTER III

Operations

Art. 11. Risks covered.

(a) Subject to the provisions of sections (b) and (c) below, the Agency may ensure eligible investments against a loss resulting from one or more of the following types of risks:

i) Currency transfer.

The introduction attributable to the receiving government of any restrictions on the transfer abroad by country receiving its currency in a currency of free use or another currency acceptable to the holder of the guarantee, including the the lack of action by the receiving government, within a reasonable period, in respect of a request for such a transfer.

ii) Expropriation and similar measures.

Any legislative action or any action or administrative omission attributable to the receiving Government that has the effect of depriving the holder of a guarantee of ownership or control of his or her investment or of a benefit substantial derivative of the same, with the exception of non-discriminatory measures of general application which governments normally take in order to regulate economic activity in their territories.

iii) Contract breach.

Any rejection or default by e! Government receiving a contract with the holder of a guarantee, where (a) the holder of a security has no recourse to a court or arbitration court in order to resolve the claim of refusal or non-compliance, or (b) that forum does not dictate a a decision within a reasonable period within the meaning of the requirements of the guarantee contracts in accordance with the regulations of the Agency, or (c) no such decision may be made, and

iv) War and civil unrest.

Any military action or civil disturbance in any territory of the receiving country to which this Convention applies in accordance with Article 66.

(b) By virtue of a joint request of the investor and the receiving country, the Board, by a special majority, may approve the extension of the coverage under this Article to specific non-commercial risks other than the (a) above, but in no case to the risks of devaluation or depreciation of the currency.

c) Losses resulting from the following shall not be covered:

i) Any action or omission by the receiving Government to which the holder of the guarantee has given his consent or by which he is responsible, and

(ii) Any action or omission by the receiving government or any other event occurring prior to the conclusion of the guarantee contract.

Art. 12. admissible versions.

(a) Eligible investments shall include contributions to the share capital, including medium-or long-term loans granted or guaranteed by the holders of shares in the Company's share capital; treat, and the forms of direct investment that the Board can determine.

(b) The Board, by a special majority, may extend eligibility to any other form of investment in the medium or long term, unless loans other than those referred to in section (a) above may be eligible only if they are linked to a specific investment guaranteed or proposed to be covered by the Agency's guarantee.

(c) The guarantee shall be restricted to those investments whose execution begins after the Agency has registered the request for such guarantee. Such investments may include:

i) Currency transfers made to modernize, expand or develop an existing investment, and

ii) The use of revenue from existing investments that otherwise could be referred to outside the recipient country.

d) When securing an investment, the Agency shall be satisfied with the following:

i) The economic solvency of the investment and its contribution to the development of the recipient country.

(ii) Legal investment in accordance with the laws and regulations of the receiving country.

iii) The harmony of investment with the stated goals and priorities of the recipient country, and

iv) The conditions for investments in the recipient country, including the availability of fair and equitable treatment and legal protection for investment.

Art. 13. Eligible investors.

(a) Any natural person and any legal person may fulfil the conditions required to receive the Agency's guarantee, provided that:

i) The natural person is a national of a member country other than the recipient country.

(ii) the legal person has been established and has the seat of his business in a member country or the majority of its capital is owned by one or more member countries or nationals of the member or members, provided that in none of these cases in that Member State is in turn the recipient country, and

iii) The legal person, whether privately owned or not, works in commercial terms.

(b) If the investor has more than one nationality, for the purposes of section (a) above, the nationality of a member shall prevail over the nationality of a non-member country, and the nationality of the country Receiver shall prevail over the nationality of any other member.

(c) By virtue of the joint application of the investor and the recipient country, the Board, by a special majority, may extend the admissibility to a natural person who is a national of the receiving country or to a legal person who has in the host country or whose capital is mostly owned by its nationals, provided that the assets in question are transferred from outside the receiving country.

Art. 14. Eligible recipient countries.

Investments shall be ensured in accordance with this Chapter only if they are to be carried out in the territory of a developing Member State.

Art. 15. Approval of the receiving country.

The Agency shall not conclude any guarantee contracts before the receiving Government has approved the granting of the guarantee by the Agency against the risks the coverage of which has been specified.

Art. 16. Terms and conditions.

The terms and conditions of each warranty contract will be determined by the Agency subject to the rules and regulations dictated by the Board, with the understanding that the Agency will not cover the total loss of investment. guaranteed. The guarantee contracts shall be approved by the President under the direction of the Board.

Art. 17. Payment of claims.

The President, by indication of the Board, shall decide on the payment of claims to the holder of a guarantee in accordance with the guarantee contract and the policies that the Board adopts. The guarantee contracts shall require the holders of guarantees, before the Agency makes a payment, to establish the administrative resources which are appropriate under the circumstances, provided that they are within their scope of compliance with the laws of the receiving country. Such contracts may require the passage of certain reasonable periods between the occurrence of the events giving rise to the claims and the payment of such claims.

Art. 18. Subrogation.

(a) By paying or agreeing to pay compensation to the holder of a guarantee, the Agency shall be subrogated to the rights or claims related to the guaranteed investment that the holder of a guarantee may have had against the recipient country and others obliged. The warranty contract shall stipulate the terms and conditions of such subrogation.

(b) The rights of the Agency under section (a) above shall be recognized by all members.

c) The receiving country shall give the amounts expressed in its own currency, acquired by the Agency as a subrogant under the preceding section, a treatment as favourable as to its use and conversion as the treatment which would have been paid to such funds in the hands of the security holder. In any event, the Agency may use the amounts for the payment of its administrative costs and other costs. The Agency shall also endeavour to conclude agreements with recipient countries on other uses of such currencies, as long as these are not free to use.

Art. 19. Complaints with national and regional bodies.

The Agency will cooperate with the national entities of member countries and regional entities whose capital is mostly owned by member countries, which carry out similar activities of the Body, and will seek to complement the operations of such entities, in order to maximize both the efficiency of their respective services and their contribution to the increase of the flow of foreign investments. To this end, the Agency may conclude contractual arrangements with those entities concerning the details of such cooperation, including in particular the modalities of reinsurance and co-insurance.

Art. 20. Reinsurance of national and regional entities.

(a) The Agency may provide reinsurance in respect of a specific investment against losses arising from one or more of the non-commercial risks that would have been guaranteed by a member or a dependency of the same or by a regional investment guarantee entity whose largest share of capital is owned by two or more members. The Board, acting by a special majority, shall determine from time to time the maximum amount of the contingent obligations that the Agency may assume in respect of reinsurance contracts. With regard to specific investments which have been completed more than 12 months before the Agency receives the reinsurance application, the maximum amount shall initially be set at 10 per 100 of the total of the contingent obligations of the Body according to this chapter. The eligibility conditions specified in Articles 11 to 14 shall apply to reinsurance operations, unless it is not necessary for reinsurance investments to be carried out after the request for reinsurance.

(b) The mutual rights and obligations of the Agency and a reinsuated member or unit shall be specified in the reinsurance contracts subject to the rules and regulations of reinsurance that the Board dictates. The Board shall approve each reinsurance contract that guarantees an investment that has been made before the Agency receives the request for reinsurance, with a view to minimising the risks, ensuring that the Agency receives premiums that it provides proportion to their risks, and to ensure that the re-insured entity is adequately committed to the promotion of new investments in developing member countries.

(c) To the extent possible, the Agency shall ensure that it and the reinsured entity correspond to the rights of subrogation and arbitration equivalent to those that the Agency would have if it had been the original guarantor. Reinsurance terms and conditions shall require that administrative action be taken in accordance with Article 17 before the Agency makes a payment. The subrogation shall take effect with respect to the receiving country concerned only after its approval of the reinsurance by the Agency. The Agency shall include in the reinsurance contracts provisions that require reinsurance to ensure with due diligence to enforce the rights or claims related to the re-insured investment.

Art. 21. Cooperation with private insurers and reinsurers.

(a) The Agency may conclude agreements with private insurers in the Member States in order to intensify their own operations and to provide such insurers with non-commercial risk coverage in the countries concerned. developing members in conditions similar to those applied by the Agency. Such agreements may include reinsurance by the Agency in accordance with the conditions and procedures specified in Article 20.

(b) The Agency may reassure with any appropriate reinsurance Entity, in whole or in part, the guarantee or guarantees for the grant.

(c) The Agency shall in particular seek to ensure investments for which comparable coverage of private insurers and reinsurers is not available on reasonable terms.

Art. 22. Warranty limits.

(a) Unless otherwise determined by the Council by a special majority, the total amount of contingent obligations that the Agency may assume under this Chapter shall not exceed 150 per 100 of the amount of the the subscribed capital free of charge of the Agency and its reserves, plus the portion of reinsurance coverage that the Board determines. The Board shall, from time to time, examine the risk profile of the Agency's portfolio based on its experience with respect to claims, the degree of diversification of risks, reinsurance coverage and other relevant factors, with the purpose of determining whether to recommend to the Council the modification of the maximum total amount of contingent obligations. In any event, the maximum amount determined by the Council may exceed five times the amount of the Agency's free subscribed capital, its reserves and the proportion of its reinsurance coverage deemed appropriate.

(b) Without prejudice to the general limit of security referred to in section (a) above, the Board may determine:

i) Total total amounts of contingent obligations that may be assumed by the Agency, in accordance with this chapter for all guarantees granted to the investors of each member. In determining such maximum amounts, the Board shall give due consideration to the proportional participation of the respective member in the capital of the Agency and the need to apply more liberal limitations with respect to investments which originate in developing member countries, and

(ii) Maximum total amounts of contingent obligations that may be assumed by the Agency with respect to risk diversification factors, such individual projects, individual recipient countries and investment or risk classes.

Art. 23. Promotion of investments.

a) The Agency will conduct research, undertake activities to promote investment streams, and disseminate information on investment opportunities in developing member countries to improve investment opportunities. conditions for foreign investment flows to those countries. The Agency may, at the request of a member, provide advice and technical assistance in order to improve the conditions for investments in the territories of that member. When performing these activities, the Agency:

i) It shall be guided by relevant investment agreements concluded between member countries.

ii) It will seek to remove impediments, both in developed and developing countries, to the investment stream towards developing member countries, and

iii) Coordinate its activities with those of other Entities interested in the promotion of foreign investment and, in particular, the International Finance Corporation.

b) In addition, the Agency:

i) Will encourage the amicable settlement of differences between investors and recipient countries.

(ii) It shall endeavour to conclude, subject to the approval of the Board by a special majority, agreements with the developing member countries, in particular with the potential recipient countries, in which it is ensured that the Agency has, with respect to investments for the guarantee, a treatment at least as favourable as that agreed by the member concerned in an investment agreement, the investment guarantee entity or the most favoured State, and

iii) Promote and facilitate the conclusion of agreements among its members on the promotion and protection of investments.

(c) The Agency shall pay particular attention to its promotion activities to the importance of increasing the flow of investments between developing member countries.

Art. 24. Guarantees of sponsored investments.

In addition to the collateral operations that are incumbent upon the Agency under this Chapter, the Agency may secure investments under sponsorship agreements as set out in Annex I to this Convention.

CHAPTER IV

Financial Provisions

Art. 25. Financial administration.

The Agency shall carry out its activities in accordance with sound business practices and prudent financial management practices with a view to maintaining in all circumstances its ability to meet its obligations. financial.

Art. 26. Premiums and commissions.

The Agency shall periodically determine and examine the level of premiums, commissions and other charges, if any, applicable to each class of risk.

Art. 27. Distribution of net income.

(a) Without prejudice to Section (a), (iii) of Article 10, the Agency shall allocate the net income to reserves until they reach an amount equal to five times the subscribed capital of the Agency.

(b) After the Agency's reserves have reached the level prescribed in section (a) above, the Council shall determine whether the net proceeds of the Agency are to be allocated to reserves or to be distributed among the members of the Agency. Organism, and to what extent, or otherwise used. Any distribution of the net income to the members of the Agency shall be made in proportion to the participation of each member in the capital of the Agency in accordance with the decision of the Council by a special majority.

Art. 28. Budget.

The President will prepare an annual revenue and expenditure budget of the Agency for approval by the Board.

Art. 29. Accounts.

The Agency shall publish an annual report which shall include the statements of its accounts and the accounts of the Sponsorship Trust Fund referred to in Annex I to the Convention, as verified by independent auditors. The Agency shall distribute to the members, at appropriate intervals, a summary statement of their financial situation and a statement of profit and loss indicating the results of their operations.

CHAPTER V

Organization and administration

Art. 30. Structure of the Body.

The Agency shall have a Board of Governors, a Board of Directors, a President and officials who shall meet the obligations that the Agency determines.

Art. 31. The Council.

(a) All the powers of the Agency shall reside in the Council, except those which, in accordance with the terms of this Convention, are specifically entrusted to another body of the Agency. The Board may delegate to the Board the exercise of any of its powers, with the following exceptions:

i) The ability to admit new members and determine the conditions of admission.

ii) The ability to suspend a member.

iii) The ability to decide an increase or decrease in capital.

(iv) The power to raise the limit of the total amount of the contingent obligations in accordance with Section (a) of Article 22.

v) The ability to designate a member as a developing member country in accordance with Section c) of Article

.

vi) The ability to classify a new member as a member of category 1 or category 2 for voting purposes in accordance with Section (a) of Article 39, or to reclassify an existing member for the same purposes. purposes.

vii) The power to determine the remuneration of the Directors and their alternates.

viii) The ability to terminate operations and dissolve the Body.

ix) The ability to distribute assets to members after settlement.

x) The power to reform this Convention, its Annex and Appendices.

(b) The Council shall be composed of a Governor and an alternate appointed by each member in the manner in which the Council determines. No alternate may vote, except in the absence of his principal. The Board shall select one of the Governors as its Chairman.

c) The Council shall hold an annual meeting and any other meetings which the Council itself determines or which the Board may convene. The Board shall convene a meeting of the Council whenever it is requested by five members or by members with 25 per 100 of the total voting rights.

Art. 32. The Board of Directors.

(a) The Board shall be responsible for the overall operations of the Agency and, in compliance with this responsibility, shall take all necessary measures or are permitted under this Convention.

b) The Board shall consist of no less than 12 Directors. The Council may adjust the number of Directors in order to respond to changes in the number of members of the Agency. Each Director may appoint an alternate with full powers to act on his behalf in the event of absence or incapacity. The President of the Bank shall be President "ex officio" of the Board, but shall not have the right to vote except in the case where a vote is required, if there is equal results in a vote.

c) The duration of the duties of the Directors shall be determined by the Council. In its inaugural session, the Council shall be the first Board.

(d) The Board shall meet when the Chair is convened either on its own initiative or at the request of three Directors.

e) Until when the Board decides that the Agency has a resident Board working on a continuous basis, the Directors and alternates shall receive remuneration only for the cost of attendance at Board meetings and compliance with other official functions on behalf of the Agency. Once a Board is established with continuous duties, the Directors and alternates may receive the remuneration to be determined by the Board.

Art. 33. President and officials.

(a) Under the general supervision of the Board, the President shall deal with the ordinary affairs of the Agency. He will be responsible for the organization and appointment and removal of officials.

(b) The President shall be appointed by the Board on the proposal of its Chairman. The Council shall determine the remuneration and terms of the President's service contract.

(c) In the performance of their duties, the President and the officials shall be obliged to the Agency in full and shall have no commitment in respect of any other authority. Each member of the Agency shall respect the international character of this obligation and shall refrain from trying to influence the President or the officials in the performance of their duties.

(d) By appointing officials and staff, the President, subject to the primary interest of ensuring the highest standards of efficiency and technical competence, shall pay due attention to the importance of the recruitment of staff at the widest possible geographical scope.

e) The President and the officials and employees shall maintain at all times the confidential nature of the information obtained in the conduct of the operations of the Agency.

Art. 34. Prohibition of policy activities.

Neither the Agency nor its officials will interfere in the political affairs of any member. Without prejudice to the right of the Agency to take into account all the circumstances surrounding an investment, the decisions of the Agency and its officials shall not be influenced by the political character of the member or members concerned. Considerations relevant to its decisions shall be impartially weighted in order to achieve the purposes set out in Article 2.

Art 35. Relations with other international bodies.

The Agency, within the terms of this Convention, shall cooperate with the United Nations Organization and other intergovernmental bodies having specialized responsibilities in related fields, including special the Bank and the International Finance Corporation.

Art. 36. Location of the site.

a) The headquarters of the Agency shall be in Washington, D. C., unless the Council, by a special majority, decides to place it elsewhere.

b) The Agency may establish other offices as necessary in connection with its work.

Art. 37. Depositaries of assets.

Each member shall designate its central bank as a depositary where the Agency may maintain holdings in the currency of that member and other assets of the Agency or, in the absence of a central bank, shall designate another institution to that end. Institution that is acceptable to the Agency.

Art. 38. Communication with members.

(a) Each member shall designate an appropriate authority with which the Agency may communicate with regard to all matters arising under this Convention. The Agency may consider as formulated by the member the declarations made by that authority. At the request of a member, the Agency shall consult with respect to the matters referred to in Articles 19 to 21 and relate to the entities or security of that member.

(b) Where the approval of a member is required before the Agency can perform a given action, the approval shall be deemed to have been granted unless the member submits an objection within the time period. reasonable that the Agency may determine when notifying the member about the action it intends to take.

CHAPTER Vl

Voting rights, subscription and representation settings

Art. 39. Voting rights and adjustments to subscriptions.

a) In order to provide voting arrangements reflecting the equality of interest in the Body of the two categories of States appearing in Appendix A to this Convention, as well as the importance of financial participation of each member, each member shall have 177 votes of membership plus one vote of subscription for each share held by that member in the share capital.

(b) If at any time within three years after the entry into force of this Convention the total sum of the membership and subscription votes of the members belonging to any of the two categories of States In Appendix A to this Convention, it is less than 40 per 100 of the total voting rights, the members of the category concerned shall have the number of additional votes necessary for the total of the voting rights of the This category is equal to such a percentage of the total voting rights. Supplementary votes shall be distributed among the members of that category in the proportion that the subscription votes of each one shall keep with the total of the votes of subscription of the category. Such additional votes shall be subject to automatic adjustment to ensure that this percentage is maintained and shall be cancelled at the end of the three-year period.

(c) During the third year following the entry into force of this Convention, the Council shall examine the allocation of shares and shall be guided by the following principles:

i) Members ' votes shall reflect the effective subscriptions in the capital of the Agency and the votes of accession as recorded in section a) of this article;

(ii) Actions assigned to countries which have not subscribed to the Convention shall be made available to the members for reallocation purposes and in such a way as to enable the voting parity between the two categories before mentioned, and

iii) The Council shall take the providences to facilitate the subscription by the members of the shares assigned to them.

d) Within the three-year period stipulated in section b) of this article, all decisions of the Board and of the Board shall be taken by a special majority, except that decisions requiring a higher majority by virtue of This Convention shall be taken by the highest majority.

(e) Where the share capital of the Agency increases in accordance with Section (c) of Article 5, each member who so requests shall be entitled to subscribe to a proportion of the increase equivalent to the proportion which guarantee their subscribed shares up to then with the total equity capital of the Agency, but no member will be obliged to subscribe to any of the capital increase.

(f) The Council shall dictate the regulations relating to the additional subscriptions referred to in Section (e) of this Article. Such regulations shall prescribe reasonable time limits for the submission of requests by members to make such subscriptions.

Art. 40. Votes in the Council.

(a) Each Governor shall be entitled to cast the votes of the member he represents. Unless otherwise specified in this Convention, the decisions of the Council shall be taken by a majority of the votes cast.

(b) For any meeting of the Council the quorum shall be constituted by the majority of the Governors who exercise no less than two-thirds of the total voting rights.

c) The Council may, by regulation, establish a procedure whereby the Board may request a Council decision on a specific question without a Council meeting, where it considers that such a measure corresponds to the best interests of the Agency.

Art. 41. Choice of Directors.

(a) The Directors shall be chosen in accordance with Appendix B.

(b) The Directors shall continue in their duties until the election of their successors. If the position of a Director is vacant for more than 90 days before the end of his term, the Governors who elected the Director shall elect another for the remainder of the period. The majority of votes cast will be required for the election.

As long as the position remains vacant, the alternate of the former Director shall have the exercise of the latter's powers, with the exception of appointing an alternate.

Art. 42. Voting on the Board of Directors.

(a) Each Director shall be entitled to issue the number of votes of the members whose votes counted for their election. All votes that a Director is entitled to cast shall be issued as a unit. Unless otherwise specified in this Convention, the decisions of the Board shall be taken by a majority of the votes cast.

(b) The quorum for a meeting of the Board shall be constituted by the majority of Directors having no less than half of the total voting rights.

(c) The Board may establish by regulation a procedure under which its Chairman may request a decision of the Board on a specific question without a meeting of the Board, when it considers that such a matter measure corresponds to the best interests of the Agency.

CHAPTER VII

Privileges and immunities

Art. 43. Purposes of the chapter.

In order to enable the Agency to perform its duties, the immunities and privileges provided for in this Chapter shall be granted to the Agency in the territory of each member.

Art. 44. Court actions.

Legal proceedings may be initiated against the Agency, other than those falling within the scope of Articles 57 and 58, only before a competent court with jurisdiction in the territories of a member in which the A body has an office or has appointed a proxy for the purpose of receiving subpoenas or judicial notices. Such actions may not be brought against the Body (i) by members or persons acting on their behalf or whose claims come from members, or (ii) in respect of matters of employment. The assets and assets of the Agency, whatever its location and whoever is its holder, shall enjoy immunity with respect to any form of seizure, abduction or execution before the final judgment or award is made against the Agency.

Art. 45. Assets.

(a) The assets and assets of the Agency, whatever its location and whoever is its holder, shall enjoy immunity in respect of any registration, requisition, confiscation, expropriation and other form of seizure under executive or legislative measure.

b) To the extent necessary to carry out its operations under this Convention, all assets and assets of the Agency shall be exempt from restrictions, regulations, controls and moratoria of any kind; understood that the assets and assets acquired by the Agency as the successor and subrogant of the holder of a security, a re-insured entity or an investor secured by an insured entity shall be exempt from the restrictions, regulations and currency exchange controls applicable and in force in the territories of the Member States in issue to the extent that the holder, entity or investor to which the Agency subrogates shall be entitled to such treatment.

(c) For the purposes of this Chapter, the term "assets" shall include the assets of the Sponsorship Trust Fund referred to in Annex I to this Convention and other assets administered by the Agency for the achievement of its objectives.

Art. 46. Files and communications.

a) The files of the Body will be inviolable, wherever they are.

(b) The official communications of the Agency shall enjoy the same treatment that each member grants to the official communications of the Bank.

Art. 47. Taxes.

(a) The Agency, its assets, assets and revenues, and its operations and transactions authorized by this Convention, shall be exempt from taxes and customs duties. The Agency shall also enjoy immunity from any liability for the collection or payment of any tax or duty.

(b) Except in the case of nationals of the country, no tax shall be levied on allowances for expenditure or on such allowances paid by the Agency to the Governors and their alternates or on salaries, allocations for expenses, or other emoluments paid by the Agency to the Chair of the Board. The Directors, alternates, President or staff of the Agency, or with respect to such allowances or emoluments.

(c) No tax class may tax an investment guaranteed or re-insured by the Agency (including profit arising therefrom) or insurance policies reinsused by the Agency (including premiums and other premiums). (i) if such taxes are discriminatory against the investment or insurance policy solely on the grounds of being guaranteed or re-insured by the Agency, or (ii) if the only basis jurisdiction for such taxes is the location of any office or place of business that maintain the Body.

Art. 48. Officials of the Agency.

All Governors, Directors, alternates, President and staff of the Agency:

(i) shall enjoy immunity from any legal action in respect of acts performed by them in the exercise of their official functions;

(ii) Where they are not nationals of the State in which they perform their duties, they shall receive the same immunities as regards immigration restrictions, requirements concerning the registration of foreign nationals and national service obligations and the same (a) facilities for the exchange rate regime granted by the members concerned to the representatives, officials and employees of comparable rank of other members, and

(iii) In the case of travel facilities, the same treatment as the members concerned shall be granted to the representatives, officials and employees of comparable rank of other members.

Art. 49. Application of this chapter.

Each member shall take the necessary measures in his own territories for the purpose of putting into effect, subject to his own laws, the principles set out in this Chapter and shall inform the Agency of the measures. specific that you have taken.

Art. 50. Waiver.

The immunities, exemptions and privileges stipulated in this chapter are granted in the interest of the Agency and may be waived, to the extent and under the conditions that the Agency determines, in cases where such waiver does not harm your interests. The Agency shall waive the immunity of any of its officials in cases where, in accordance with its criteria, immunity would impede the course of justice and may be waived without prejudice to the interests of the Agency.

CHAPTER VIII

Withdrawal, member suspension, operations cessation

Art. 51. Retirement.

After three years after the date on which this Convention has entered into force with respect to a member, it may be withdrawn from the Agency at any time by written notification to the seat. of the same. The Agency shall inform the Bank, as the depositary of this Convention, that it has received such notification. The withdrawal shall be effective 90 days after the date on which the Agency receives the said notification. The member can revoke that notification as long as it does not take effect.

Art. 52. Member suspend.

(a) The Council, acting by a majority of its members who have the majority of the total voting rights, may decide to suspend a member of the Agency who ceases to comply with any of its obligations under the present Convention.

(b) In the case of suspension, the member shall be deprived of any right under this Convention except as to the right to withdraw from the Agency and other rights provided for in this Chapter and Chapter IX, but will continue to be subject to compliance with all its obligations.

(c) For the purposes of determining whether the conditions for the granting of a guarantee or reinsurance under Chapter Ill or Annex I to this Convention are met, a suspended member shall not be regarded as a member of the Body.

(d) The suspended member shall automatically cease to be a member upon completion of one year from the date of his suspension, unless the Council decides to extend the period of suspension or to reinstate the member's rights.

Art. 53. Rights and duties of states that cease to be members.

(a) Where a State ceases to be a member, it shall remain responsible for all its obligations, including its contingent obligations, as opposed under this Convention and which have been in force before the cessation of its membership. Member quality.

(b) Without prejudice to the provisions of section (a) above, the Agency shall reach an agreement with that State for the settlement of its respective claims and obligations. All these arrangements must be approved by the Board.

Art. 54. Suspension of operations.

(a) Whenever the Board considers it justified, it may suspend the granting of new guarantees for a specified period.

(b) In the event of an emergency, the Board may suspend all the activities of the Agency for a period not exceeding the duration of that emergency, provided that the necessary arrangements for the protection of the Agency are made. interests of the Agency and third parties.

(c) The decision to suspend operations shall have no effect on the obligations of the members emanating from this Convention or on the obligations of the Agency with respect to the holders of a guarantee or policy of reinsurance or for third parties.

Art. 55. Settlement.

(a) The Council, acting by a special majority, may provide for the cessation of the Agency's operations and its liquidation. In such a case, the Agency shall immediately cease all its activities, with the exception of those necessary for the orderly liquidation, preservation and protection of its assets and finiitas of its obligations. Until the final settlement and distribution of the assets have been effected, the Agency shall remain in existence and all rights and obligations of the members under this Convention shall remain in force in full.

(b) No distribution of the assets shall be made to the members until all obligations to the holders of guarantees and other creditors have been satisfied or providences have been taken to satisfy them and until the Council has decided to proceed to such distribution.

(c) Subject to the foregoing provisions, the Agency shall distribute its remaining assets to the members in proportion to the sums contributed by each of them to the subscribed capital. The Agency shall also distribute to the sponsor members all remaining assets of the Sponsorship Trust Fund referred to in the Annex to this Convention in the proportion of the investments sponsored by each of the with the total of the investments sponsored. No member shall be entitled to its portion in the assets of the Agency or the Sponsorship Trust Fund unless that member has satisfied all outstanding claims of the Agency against him. Each distribution of the assets shall be made on the dates determined by the Council and in the manner it considers fair and equitable.

CHAPTER IX

Differences Arrangement

Art. 56. lnterpretation and implementation of the Convention.

(a) Any question of interpretation or application of the provisions of this Convention arising between a member of the Agency and the Agency or among its members shall be submitted to the Board for the adoption of a decision. Any member who is particularly affected by the issue and who is not otherwise represented by a national on the Board may send a representative to attend the meetings of the Board in which the matter is considered.

(b) In all cases where the Board has taken a decision under section (a) above, a member may require that the matter be referred to the Council, the decision of which shall be final. Subject to the outcome of the referral to the Council, the Agency may, in so far as it deems necessary, act on the basis of the Board's decision.

Art. 57. Differences between the Agency and its members.

(a) Without prejudice to the provisions of Article 56 and Section b) of this Article, any difference between the Agency and a member or a dependency of the Agency and any differences between the Agency and a country (or (a) that it is no longer a member of the Agency, shall be fixed in accordance with the procedure laid down in Annex II to this Convention.

(b) Differences relating to claims by the Agency acting in the subrogation of an investor shall be arranged in accordance with (i) the procedure laid down in Annex II to this Convention, or (ii) an agreement to be concluded between the Body and the member concerned about one or more alternative methods for the arrangement of such differences. In the latter case, Annex II to this Convention shall serve as the basis for such an agreement, which shall, in each case, be approved by the Board by a special majority before the Agency undertakes operations in the territories of the Member treat.

Art. 58. Differences in which holders of a guarantee or reinsurance are involved.

Any difference arising out of a guarantee or reinsurance contract between the parties to the contract shall be submitted to arbitration for final award in accordance with the rules laid down or mentioned in the contract of security or reinsurance.

CHAPTER X

Amendments

Art. 59. Amendments introduced by the Council.

(a) This Convention and its Annexes may be amended by the vote of three fifths of the Governors representing four fifths of the total voting rights; however:

(i) Any amendment amending the right to withdraw from the Agency, as provided for in Article 51, or the limitation of liability provided for in Article 8 (d), shall require the affirmative vote of all the governors, and

(ii) Any amendment amending the system of participation in the losses provided for in Articles 1 and 3 of Annex I to this Convention which produces an increase in the obligation of any member under that system, shall require the affirmative vote of the Governor of the Member concerned.

(b) Appendices A and B to this Convention may be amended by the Council by a special majority.

(c) If an amendment affects any provision of Annex I to this Convention, the total votes shall include the additional votes allocated pursuant to Article 7. of that Annex to the sponsoring members and to the countries recipients of sponsored investments.

Art. 60. Procedure.

Any proposal to amend this Convention, whether it emanates from a member, or from a Governor or a Director, shall be communicated to the Chair of the Board, who shall submit it to the Chair. If the proposed amendment is recommended by the Board, it shall be submitted to the Council for approval in accordance with Article 59. Where an amendment has been duly approved by the Council, the Agency shall so state in official communication to all members. The amendments shall enter into force for all members 90 days after the date of the official communication, unless the Council has specified a different date.

CHAPTER XI

Final Provisions

Art. 61. Entry into force.

(a) This Convention shall be open to the signature of all members of the Bank and of Switzerland and shall be subject to the ratification, acceptance or approval of the signatory States in accordance with their constitutional procedures.

(b) This Convention shall enter into force on the date on which no less than five instruments of ratification, acceptance or approval have been deposited on behalf of the signatory States of category one, and not less than 15 of those instruments instruments on behalf of the signatory States of category two; it is understood, however, that the total of the subscriptions of these States must add up to no less than one third of the authorised capital of the Agency, as determined by the Article 5. º

(c) For each State that deposits its instrument of ratification, acceptance or approval after this Convention has entered into force, the Convention shall enter into force on the date of such deposit.

(d) If this Convention has not entered into force two years after it has been opened for signature, the President of the Bank shall convene a conference of the countries concerned to determine the future course of action.

Art. 62. Inaugural meeting.

When this Convention enters into force, the President of the Bank shall convene the inaugural meeting of the Council, to be held at the headquarters of the Agency within 60 days from the date of entry into force of this Convention. or as soon as possible after that date.

Art. 63. Depositary.

The instruments of ratification, acceptance or approval of this Convention and the amendments thereof shall be deposited with the Bank, which shall act as the depositary of this Convention. The depositary shall send certified copies of the Convention to the Member States of the Bank and to Switzerland.

Art. 64. Record.

The depositary shall register this Convention with the Secretariat of the United Nations in accordance with Article 102 of the Charter of the United Nations and its Regulations adopted by the General Assembly.

Art. 65. Notification.

The depositary shall notify all signatory States and, when this Convention enters into force, the Agency of the following:

a) The signatures of this Convention.

(b) deposits of instruments of ratification, acceptance and approval in accordance with Article 63.

(c) The date on which this Convention enters into force in accordance with Article 61.

(d) The exclusions of the territorial application in accordance with Article 66.

e) The withdrawal of a member of the Agency in accordance with Article 51.

Art. 66. Territorial application.

This Convention shall apply to all territories under the jurisdiction of a member, including the territories of whose international relations the member is responsible, except for those who are excluded by such member by written notification addressed to the depositary of this Convention, either at the time of ratification, acceptance or approval or subsequently.

Art. 67. Periodic reviews.

(a) The Council shall periodically carry out detailed reviews of the activities of the Agency, as well as of the results achieved with a view to making the necessary modifications to increase the Agency's capacity to meet your goals.

(b) The first such revisions shall take place five years after the entry into force of this Convention. The dates of subsequent revisions shall be determined by the Council.

Made in Seoul, in a single copy, that will be deposited in the archives of the International Bank for Reconstruction and Development, which has indicated with its signature at the foot of this Instrument its conformity for the performance of the tasks assigned to it in this Convention.

ANNEX I

Investment guarantees sponsored pursuant to Article 24

Article 1. Sponsorship.

(a) Any member may sponsor the guarantee of an investment proposed by an investor of any nationality or investor of one or more nationalities.

(b) Subject to the provisions of Sections (b) and (c) of Article 3. of this Annex, each sponsor member shall share with the other sponsor members the losses covered by guarantees of sponsored investments, where such losses cannot be covered by the sponsorship Trust Fund referred to in Article 2 of this Annex and in so far as they cannot be covered in that way, in the ratio between the maximum amount of the obligations quotas sponsored by the sponsor member concerned and the maximum amount of the contingent obligations under guarantees of investments sponsored by all members.

(c) In its decisions concerning the granting of guarantees under this Chapter, the Agency shall take due account of the prospects of the sponsor member being able to meet its obligations. in accordance with this Chapter and give priority to investments co-sponsored by the recipient countries concerned.

(d) The Agency shall regularly consult with the sponsor members on its operations under this Chapter.

Art. 2. º Sponsorship Trust Fund.

(a) premiums and other income attributable to guarantees of sponsored investments, including income from investment of such premiums and income, shall be maintained in a separate account to be called the Trust Fund of Sponsorship.

b) All administrative expenses and claims for claims attributable to guarantees granted under this Annex will be paid from the Sponsorship Trust Fund.

(c) The assets of the Sponsorship Trust Fund shall be maintained and managed jointly by the sponsor members and shall be kept separate and separate from the assets of the Agency.

Art. 3. º Payment Requirements to Sponsor Members.

(a) To the extent that an amount is payable by the Agency on the basis of a loss covered by a sponsored guarantee and cannot be paid out of the assets of the Sponsorship Trust Fund, the Agency shall require each sponsor member the payment of that Fund of the corresponding proportion of the amount mentioned, as determined in accordance with Section b) of Article 1. of this Annex.

(b) No member shall be required to pay any amount for a requirement in accordance with the provisions of this Article if, as a result, the total payments made by that member are greater than the amount total guarantees covering investments by the sponsor.

(c) At the time of the expiry of a guarantee covering an investment sponsored by a member, the obligation of that member shall be reduced by a sum equal to the amount of such guarantee; the said obligation shall also be reduced in form prorated after payment by the Agency of a claim related to a sponsored investment and, if not, will continue in force until the expiration of all the guarantees of the sponsored investments in force at the time of the payment.

d) If any sponsor member is not obligated in relation to an amount of a requirement in accordance with the provisions of this article because of the limitations contained in sections (b) and (c) above, or if a sponsor member does not pay a sum due under such a requirement, the obligation to pay such sum shall be shared in a pro rata manner by the other sponsor members. The responsibility of the members in accordance with this section shall be subject to the limitation stipulated in sections (b) and (c) above.

e) Any payment by a sponsor member in accordance with a requirement under this Article shall be made promptly and in free use currency.

Art. 4. Currency valuation and reimbursements.

The provisions on the valuation of currencies and repayments contained in this Convention for the purpose of capital subscriptions shall apply mutatis mutandis to the funds paid by the members on behalf of investments sponsored.

Art. 5. º Reassure:

(a) The Agency, in accordance with the conditions laid down in Article 1 of this Annex, may grant reinsurance to a member, a member of the Agency, a regional body defined as such in Section (a) of this Article. 20 of this Convention, or a private insurer of a Member State. The provisions of this Chapter relating to guarantees and those of Articles 20 and 21 of this Convention shall apply mutatis mutandis to reinsurance granted under this Section.

(b) The Agency may obtain reinsurance for the investments secured by it in accordance with this Annex and shall meet the cost of such reinsurance from the Sponsorship Trust Fund. The Board may decide whether the obligation of the sponsor members to participate in the losses referred to in Article 1 (b) of this Annex may be reduced by reason of the reinsurance coverage obtained and to what extent.

Art. 6. Principles of operation.

Without prejudice to the provisions of this Annex, the provisions relating to the security operations contained in Chapter III of this Convention and those relating to the financial administration contained in Chapter IV of this Annex this Convention shall apply mutatis mutandis to the guarantees of sponsored investments, except that (i) such investments shall meet the requirements for sponsorship if they are made by an investor or investors eligible under Section (a) Article 1. of this Annex in the territories of any member and in particular of a country (ii) the Agency shall not be obliged in respect of its own assets by reason of a guarantee or reinsurance granted in accordance with this Annex and shall expressly provide for any guarantee or reinsurance contract to be concluded in accordance with this Annex.

Art. 7. the right to vote.

As for decisions regarding sponsored investments, each sponsor member will have an additional vote for the equivalent of each SDR 10,000 of the amount guaranteed or reinsured on the basis of their sponsorship, and each Member who sponsors a sponsor investment will have an additional vote for the equivalent of each SDR 10,000 of the amount guaranteed or reinsured with respect to any sponsored investment sponsored by him. Such additional votes shall be issued only in respect of decisions relating to investments sponsored and otherwise shall not be taken into account for the determination of the voting rights of the members.

ANNEX II

Annex on the arrangement of differences between a member and the Agency under Article 57

Article 1. Application of the Annex.

All differences within the terms of Article 57 of this Convention shall be resolved in accordance with the procedure laid down in this Annex, except in cases where the Agency has concluded an agreement with a Member in accordance with Section (b), (ii) of Article 57.

Art. 2. Negotiation.

The parties to a difference within the terms of this Annex will try to resolve such a difference by negotiation before resorting to conciliation or arbitration. Negotiations shall be deemed to be exhausted if the parties fail to reach an agreement within a period of one hundred and twenty days from the date on which the negotiations were requested.

Art. 3. The Conciliation.

(a) If the difference is not resolved by negotiation, either party may submit the difference to arbitration in accordance with the provisions of Article 4. of this Annex, unless the parties, by agreement mutual, have decided to use the conciliation procedure stipulated in this article first.

(b) The settlement agreement shall specify the issue at issue, the claims of the parties to the settlement and, if available, the name of the conciliator agreed by the parties. In the absence of agreement with the conciliator, the parties may apply jointly either to the Secretary-General of the International Centre for the Settlement of Investment Disputes (hereinafter referred to as ICSID) or to the President of the International Centre for the Settlement of Investment Disputes. International Court of Justice the appointment of a conciliator. The conciliation procedure shall be terminated if the conciliator has not been appointed within 90 days of the agreement to use the conciliation procedure.

(c) Unless otherwise stipulated in this Annex or otherwise agreed between the parties, the conciliator shall determine the rules governing the conciliation procedure and shall, in this respect, be guided by the rules of reconciliation adopted in accordance with the Convention on the Settlement of Investment Disputes between States and Nationals of other States.

(d) The parties shall cooperate in good faith with the conciliator and, in particular, provide them with any information and documentation that may assist them in the performance of their duties; they shall provide the most serious consideration to recommendations of the conciliator.

(e) Unless the parties agree otherwise, the conciliator, in a period not exceeding one hundred and eighty days from the date of his appointment, shall submit to the parties a report recording the results of the their efforts and the issues that motivate the difference between the parties as well as their proposal to resolve it.

(f) Within 60 days from the date of submission of the report, each party shall express to the other party, in writing, its opinion on the report.

g) None of the parties to a conciliation procedure shall have the right to appeal to the arbitration unless:

i) That the conciliator has not submitted its report within the period specified in Section e) above, or

(ii) that the parties have not accepted any of the proposals contained in the report within 60 days after they have received it, or

(iii) That after having exchanged views on the report, the parties have not been able to reach an agreement on all the matters at issue, within 60 days after the receipt of the report. reconciliator, or

iv) That one of the parties has not expressed an opinion about the report as stipulated in Section f) above.

(h) Unless otherwise agreed by the parties, the conciliator's fees shall be determined on the basis of the fees applicable to the ICSID conciliation procedures. These fees and the other costs of the conciliation procedure shall be borne by the parties in equal amounts. Each party shall bear its own costs.

Art. 4. Arbitration.

(a) The arbitration proceedings shall be instituted by means of a notification of the party seeking arbitration (the actor) addressed to the other party or parties to the dispute (the defendant). The notification shall specify the nature of the difference, the intended repair and the name of the arbitrator appointed by the actor. Within thirty days after the date on which the notification is received, the defendant shall make known to the actor the name of the arbitrator appointed by him. Within thirty days of the date of appointment of the second arbitrator, the two parties shall select a third party, who shall act as the President of the Court of Arbitration (the Court).

(b) If the Tribunal has not been constituted within sixty days from the date of the notification, the arbitrator not yet appointed or the President not yet selected shall be appointed at the joint request of the parties by the Tribunal. Secretary-General of ICSID. In the absence of such a joint request, or if the Secretary-General will cease to make the appointment within thirty days of the request, either party may request that the President of the International Court of Justice make the appointment.

(c) Neither party shall have the right to change the arbitrator it has appointed once the hearing of the case has begun. In the event that any arbitrator (including the President of the Court) shall resign, die or be incapacitated, a successor shall be appointed in the same manner as followed by the appointment of his predecessor, and each successor shall have the same powers and duties of the arbitrator to which it happens.

(d) The Court shall first meet on the date and place to be determined by the President. Subsequently, the Court shall determine the place and dates of its meetings.

e) Unless otherwise stipulated in this Annex or the parties agree otherwise, the Court shall determine its manner of proceeding and shall be guided by the rules of arbitration adopted pursuant to the Convention. on the Settlement of Investment Disputes between States and Nationals of other States.

(f) The Court shall be a judge of its own jurisdiction unless, if an objection is raised before the Court in the sense that the difference corresponds to the jurisdiction of the Board or the Council pursuant to Article 56 or to the jurisdiction of a judicial or arbitration body designated in the agreement pursuant to Article 1 of this Annex and the Court acknowledges that the objection is legitimate, the objection shall be referred by the Court to the Board or to the Council or the designated body, as the case may be, and the arbitration procedure shall be suspended until a decision has been reached, which shall be binding on the Court.

g) In any difference within the scope of this Annex, the Court shall apply the provisions of this Convention, those of any relevant agreement concluded between the parties to the difference, those of the statutes and regulations of the Agency, the applicable rules of international law, the domestic law of the member concerned and the applicable provisions of the investment contract, if any. Without prejudice to the provisions of this Convention, the Court may decide on a "ex aequo et bono" difference if the Agency and the member concerned so agree. The Tribunal will not give a verdict of "non liquet" based on the silence or darkness of the law.

h) The Court will give all parties a fair hearing. All decisions of the Court shall be taken by majority vote and shall announce the reasons on which they are based. The award of the Court shall be given in writing and shall be signed at least by two arbitrators and a copy of the same shall be sent to each party. The award shall be final and binding on the parties and shall not be subject to appeal, cancellation or amendment.

i) If a difference arises between the parties with respect to the meaning or scope of an award, within sixty days after the award is made any of them may request interpretation of the award by application in writing to the President of the Court of Justice. If possible, the President shall submit the application to the Court which issued the award and shall convene the Court within 60 days of receipt of the application. If this is not possible, a new Court shall be established in accordance with the provisions of Sections (a) to (d) above. The Court may suspend the execution of the award until it takes a decision on the interpretation requested.

j) Any member shall recognise as compulsory and enforceable within its territories an award given in accordance with this Article, as if it were the final judgment of a Court of that Member. The execution of the award shall be governed by the laws relating to the execution of judgments which are in force in the State in whose territories such enforcement is sought and shall not be construed as derogating from the Act in force concerning immunity in law. execution matter.

(k) Unless otherwise agreed by the parties, the fees and remuneration to be paid to the arbitrators shall be determined on the basis of the fees applicable to the ICSID arbitrations. Each party shall bear its own costs relating to the arbitration proceedings. The costs of the Court shall be borne by the parties in equal proportion, unless the Court decides otherwise. Any question relating to the division of the costs of the Court or the procedure for the payment of such costs shall be decided by the Court.

Art. 5. º Notifications.

The notifications regarding any action taken pursuant to this Annex will be made in writing. It shall be made by the Agency to the authority designated by the member concerned in accordance with Article 38 of this Convention and shall be made by the member concerned at the Agency's head office.

APPENDIX TO: MEMBERS AND SUBSCRIPTIONS

Category One

Finland

Iceland

South Africa

Country

Number

of actions

Subscription

(million DEG)

Germany, Federal Republic

5,071

50.71

Australia

775

775

775

775

Belgium

2.030

20.30

Canada

2,965

Denmark

718

7.18

205.19

205.19

Finland

600

6.00

France

4,860

48.60

Ireland

369

3.69

90

Italy

2.820

28.20

Japan

5.095

50.95

Luxembourg

116

Norway

699

6.99

New Zealand

513

5.13

Netherlands

2.169

21.69

UK

4,860

48.60

943

9.43

Sweden

1,049

Switzerland

Total

59,473

594.73

Category Two *

Bangladesh

Botswana

Brazil

Conga, Federal Republic of

Egypt, Arabic Republic of

Hungary

India

Jamaica

Jordan

Syrian Arab Republic

60

0.60

Sudan

Suriname

Yemen. Arab Republic of the

Country

Number

of actions

Subscription

Afghanistan

Antigua and Barbuda

50

Arabia

3.137

31.37

Algeria

649

6.49

Argentina

1.254

12.54

Bahamas

100

1.00

Bahrain

77

340

3.40

Barbados

68

Belize

50

0.50

Benin

61

50

Burma

178

1.78

Bolivia

125

1.25

50

0.50

1,479

14.79

Burkina Faso

61

0.61

Burundi

74

Verde

50

0.50

Cameroon

107

Colombia

437

4.37

50

0.50

65

Korea, Republic of

449

4.49

Ivory Coast

176

1.76

Costa Rica

117

Chad

Chile

485

4.85

China

3.138

31.38

Cyprus

104

Djibouti

50

0.50

Dominica

50

0.50

Ecuador

182

1.82

459

4.59

El Salvador

122

Arab Emirates

372

3.72

Spain

1.285

12.85

Ethiopia

70

Fiji

71

Philippines

4.84

Gabon

96

Gambia

50

0.50

Ghana

245

2.45

Grenada

50

0.50

Greece

280

2.80

Guatemala

140

Guinea-Bissau

50

0.50

Equatorial Guinea

50

0.50

Guyana

84

Haiti

75

0.75

Honduras

101

1,01

564

5.64

3.048

30,48

Indonesia

1,049

10.49

Iran, Islamic Republic of

1,659

16.59

Iraq

350

50

Israel

50

50

474

4.74

Arab Jamahiriya

549

5.49

181

1.81

97

0,93

93

Kenya

172

Kuwait

930

9.30

50

50

50

142

Liberia

84

Madagascar

100

Malaysia

579

5.79

Malawi

77

Maldives

50

0.50

Mali

81

Malta

75

Morocco

348

3.48

87

0.87

Mauritania

63

Mexico

11.92

Mozambique

97

11.92

97

Nepal

Nicaragua

102

1.02

Niger

62

Nigeria

844

8.44

Oman

94

Pakistan

Pakistan

660

6.60

Panama

131

1,31

Papua New Guinea

96

0,96

Paraguay

80

0.80

Peru

373

3.73

Portugal

382

3.82

Qatar

137

1,37

168

60

Dominican Republic

147

Romania

555

5.55

Rwanda

75

0.75

Samoa

50

0.50

San Vicente

50

50

50

0.50

Lucia

50

0.50

Tomé and Príncipe

50

145

Seychelles

0.50

75

0.75

Singapore

154

1.54

Somalia

78

Sri Lanka

271

2.71

206

2.06

82

Thailand

421

4.21

Tanzania

141

Togo

77

Trinidad and Tobago

203

2.03

Tunisia

1.56

Turkey

462

4.62

Uganda

132

Uruguay

202

2.02

Vanuatu

50

0.50

Venezuela

1,427

14.27

Vietnam

220

2.20

67

Yemen, People's Democratic Republic of the

115

Yugoslavia

635

6.35

Zaire

338

3.38

Zambia

318

3.18

Zimbabwe

236

2.36

40,527

405.27

Total

100,000

1,000,00

* For the purposes of this Convention, countries category two are developing member countries.

APPENDIX B

Choice of Directors

1. Candidates for the position of Director shall be proposed by the Governors, provided that a Governor may propose only one person.

2. The election of the Directors shall be by vote of the Governors.

3. When voting by the Directors, each Governor shall issue by a candidate all the votes that the member he represents is entitled to issue under Section a) of Article 46.

4. A quarter of the number of Directors will be chosen separately, one for each of the Governors representing the members with the largest number of shares. If the total number of the Directors is not divisible by four, the number of Directors to be chosen in this manner shall be the fourth part of the immediately lower number that is divisible by four.

5. The remaining Directors shall be chosen by the other Governors in accordance with the provisions of paragraphs 6 to 11 of this Appendix.

6. If the number of candidates proposed is equal to the number of the failing Directors to be elected, all candidates will be elected on the first ballot, with the exception of a candidate or candidates having received less than the minimum percentage of the candidates. total votes determined by the Council for such election shall not be chosen if any candidate has received more than the maximum percentage of the total votes determined by the Council.

7. If the number of candidates proposed exceeds the number of the missing Directors, candidates who receive the highest number of votes will be elected, with the exception of any candidate who has received less than the minimum percentage of votes. total votes determined by the Council.

8. If the remaining Directors are not elected in the first vote, a second vote will be taken. The candidate or candidates not elected on the first ballot will again be candidates who qualify for the election.

9. In the second vote, only (i) the Governors who have voted in the first one by an unelected candidate, and (ii) the Governors who have voted in the first one by a candidate who has already received the maximum percentage of the total of the votes determined by the Council before taking into account the votes of such Governors.

10. To determine when an elected candidate has received more than the maximum percentage of votes, the Governor's votes to cast the largest number of votes for that candidate will be counted first, then those of the Governor who issues the vote will be counted. immediately below quantity and so on until you reach the mentioned percentage.

11. If, after the second vote, all the missing Directors have not been elected, other votes will be taken in accordance with the same principles until all the missing Directors are elected, unless only one Director is left. elect, this Director may be elected by a simple majority of the remaining votes and shall be deemed to be elected by all such votes.