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:

Spain's unique relationship with Ibero-America had its logical financial manifestation in 1976 when, upon entering Spain as a member of the Inter-American Development Bank, our country, in an exceptional effort subscribed to The same quota as France, Italy and the United Kingdom.

Recently, the efforts made by the various member countries of the Inter-American Bank to create a new financial institution with a regional vocation, the Inter-American Investment Corporation, have been successfully completed. which, in the light of what the International Finance Corporation is doing worldwide, is dedicated to promoting local private enterprise in Latin America.

Spain, which could not be left out of the new institution, already stated in the course of the negotiations its intention to give to its participation in the Corporation the same singular treatment that already gave to its participation in the Bank Inter-American.

This Law has, in order to authorize the entry of Espada into the Inter-American Investment Corporation as a founding member.

Article first.

The Government is authorized to take the necessary measures to ensure that Spain subscribes as a founding member of the Conventionating Convention of the Inter-American Investment Corporation (hereinafter "the Corporation"), which is annexed to This Law.

Article 2.

Spain's subscription of 626 shares of the Corporation is authorized, of a nominal value each of $10,000 from the United States. The disbursement of such shares, in full payable, shall be made in United States dollars in four equal annual instalments, the first of which shall be paid within three months of the date of incorporation.

Third item.

The Banco de España is hereby authorized to make the payments referred to in this Law.

ADDITIONAL PROVISIONS

First.

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

Second.

This Law enters 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, 7 January 1986.

JOHN CARLOS R.

The President of the Government,

FELIPE GONZÁLEZ MARQUEZ

ATTACHED

AGREEMENT ESTABLISHING THE INTER-AMERICAN INVESTMENT CORPORATION

Countries in whose representation this Convention is signed agree to create the Inter-American Investment Corporation, which shall be governed by the following provisions:

Article first. Object and functions.

Section 1. Object

The Corporation will aim to promote the economic development of its regional member countries in the process of development, by encouraging the establishment, expansion and modernization of private enterprises, as a priority. small and medium scale, in such a way as to complement the activities of the Inter-American Development Bank (hereinafter "the Bank"),

Companies with partial shareholding in government or other public entities whose activities strengthen the private sectors of the economy are eligible for the Corporation's financing.

Section 2. Functions

For the fulfillment of your object. the Corporation shall perform the following functions in support of the companies referred to in Section 1:

a) Assist, alone or in association with other lenders or investors, in financing the establishment, expansion and modernization of companies using instruments and/or mechanisms deemed appropriate by the Corporation in each case.

b) Facilitate their access to private and public capital, local and foreign, and to technical and managerial capacity.

c) To stimulate the creation of opportunities and investment that will favor the flow of private and public capital, local and foreign, for the realization of investments in the member countries.

d) Carry out the necessary and appropriate actions in each case for financing, taking into account their needs and the principles of prudent management of the Corporation's resources; and

e) Providing technical cooperation for the preparation, financing and execution of projects including the transfer of appropriate technology.

Section 3. Policies

The Corporation's activities will be carried out in accordance with operational, financial and investment policies set out in detail in a Regulation approved by the Corporation's Executive Board and which may be modified by the same.

Article 2. Members and capital.

Section 1. Members

(a) The founding members of the Corporation shall be the member countries of the Bank which have subscribed to this Convention up to the date referred to in Article 11 (1) (a), and made the initial payment required in the Section 3, (b) of this Article.

(b) The other member countries of the Bank may accede to this Convention on the date and in accordance with conditions to be determined by the Board of Governors of the Corporation by a majority representing at least two Member of the Board of Governors of the Board of Governors of the Board of

.

c) The word "members" in this Convention refers only to the member countries of the Bank that are members of the Corporation.

Section 2. Resources

a) The initial authorized capital of the Corporation will be two hundred million dollars from the United States of America (200,000,000 dollars).

b) The authorized capital will be divided by twenty thousand (20,000) shares of a nominal value of ten thousand dollars from the United States of America ($10,000) each. founding members in accordance with Section 3 (a) of this Article shall be made available for subsequent subscription in accordance with Section 3 (d) of the Article.

c) The Board of Governors may increase the amount of authorized capital in the following ways:

(i) by two-thirds of the members ' votes, when the increase is necessary to issue shares, at the time of the initial subscription, for members of the Bank who are not founding members, provided that the sum of the increases used under this paragraph do not exceed 2,000 shares; and

(ii) in any other case, by a majority representing at least three-quarters of the votes of the members, including two-thirds of the Governors.

(d) In addition to the authorised capital referred to above, the Board of Governors may authorise, as from the date on which the initial authorised capital has been fully paid, the issuance of capital required and determine the terms and conditions for the effect, as follows:

(i) such decisions shall be approved by a majority representing three-quarters of the votes of the members; comprising two-thirds of the Governors; and

(ii) the chargeable capital will be divided into shares of a nominal value of ten thousand dollars from the United States of America ($10,000) each.

e) The capital shares payable shall be subject to payment requirements only when necessary to satisfy the obligations of the Corporation originating in accordance with the third article, Section 7, (a). In the event of such a request, the passage may be made, at the option of the member, in dollars of the United States of America or in the currency that will be needed to fulfill the obligations of the Corporation that have motivated this requirement. The required capital pass requirements shall be proportionally uniform for all shares. The obligation of members to make payments in relation to any requirement shall be independent of any other obligation and the non-compliance of one or more members shall not release any other member of their obligation to make the required payment. Successive requirements may be carried out, if they are necessary to comply with the obligations of the Corporation,

f) The other resources of the Corporation shall consist of:

(i) the amounts that are accrued by way of dividends, commissions, interest and other funds from the Corporation's investments;

(ii) the sums to be received for the sale of the investments or the amortization of the loans;

(iii) the sums to be obtained by placing borrowings; and

(iv) the other contributions and funds that are entrusted to your administration.

Section 3. Subscriptions

(a) Each founding member shall subscribe to the number of actions referred to in Annex A.

(b) The payment of the capital shares by each founding member, as set out in Annex A, shall be paid in four equal and consecutive annual instalments of 25 per 100 of that amount each. Each member shall pay the first instalment in full within three months of the date on which the Corporation initiates its operations, as provided for in Article 11, Section 3, below, or the date on which the member the founder adheres to this Convention, or on one or more subsequent dates that the Executive Board of the Corporation has pointed out. The following three quotas shall be paid on the dates on which the Executive Board of the Corporation determines, but not before 31 December 1985, 31 December 1986 and 31 December 1987 respectively. The payment of each of these last three capital shares subscribed by each of the member countries will be subject to compliance with the legal formalities required in the respective countries. The payment is each in dollars from the United States of America. The Corporation shall specify the place or places of payment.

c) Shares initially subscribed by the founding members will be issued at par.

d) The Executive Board of the Corporation will determine the terms and conditions for the payment of shares to be issued after the initial subscription of shares by the founding members, which will not have been subscribed in accordance with the provisions of Article 2, Section 2, (b).

Section 4. Restriction on transfer and pledge of shares

Shares of the Corporation may not be pignorated, taxed or transferred in any way except in favor of the Corporation, unless the Board of Governors approves a transfer between members by the majority of the Governors representing four fifths of the members ' votes.

Section 5. Preferential right of subscription

In cases of capital increase, in accordance with Section 2, (c) and (d) of this Article, each member shall be entitled, subject to the terms established by the Corporation, to a share of the increase in shares equivalent to the proportion that its shares, subscribed until then, keep with the total capital of the Corporation. However, no member will be required to subscribe to such capital increases.

Section 6. Limitation of liability

Members ' liability for the shares they subscribe to will be limited to the unpaid portion of their issue price. No member shall be liable for the obligations of the Corporation, solely for being a member of the Corporation.

Article 3. Operations.

Section 1. Operating modes

To fulfill its purposes, the Corporation is empowered to:

a) Identify and promote projects that meet criteria of economic feasibility and efficiency, giving preference to those with one or more of the following characteristics:

(i) contribute to the promotion and utilization of the material and human resources of the developing countries members of the Corporation;

(ii) incentivising job creation;

(iii) promote savings and capital utilization in productive investments;

(iv) contribute to generation and/or foreign currency savings;

(v) promote the ability to manage and transfer technology skills; and

(vi) stimulate wider public participation in the ownership of companies by involving as many investors as possible in the social capital of such enterprises.

b) Direct investment, by granting loans and preferably by subscription and purchase of shares or convertible debt instruments, in companies whose voting power is in proportion majority held by investors of Latin American nationality and channel indirect investments in such companies through other financial institutions.

c) Promote the participation of other sources of financing and/or specialized knowledge, through appropriate means, including the organization of consortia for the granting of credits, the subscription and guarantees of securities and units, joint operations and other forms of association, such as licensing arrangements and marketing or administration contracts.

d) Carry out co-financing operations and, collaborate with national financial institutions and international and bilateral investment institutions.

e) Provide technical, financial and general management cooperation and act as a financial agent for companies.

f) Contribute to the development, expansion, improvement and financing of private sector development finance companies and other institutions to help develop this sector.

g) Promote the granting of securities and securities underwriting guarantees ("underwriting") and grant them in cases that meet the appropriate conditions, either individually or jointly with other financial institutions.

h) Manage funds from other private entities or from public institutions or mixed economy entities. For the purpose, you can subscribe to administration and trust contracts.

i) Conduct monetary transactions that are necessary for the development of the Corporation's activities, and

j) Issue bonds, certificates of obligation and participation and subscribe to credit instruments.

Section 2. Other forms of investment

The Corporation may invest its funds in the form or forms it deems appropriate under the circumstances, in accordance with Section 7, (b), below.

Section 3. Operational principles

In its operations, the Corporation shall be governed by the following principles:

a) It shall not establish as a condition that the product of its financing is used to acquire goods and services from a given country.

(b) You shall not assume responsibility for the administration of a company in which you have made investments or exercise your voting rights for that purpose or for any other which, in your opinion, is properly within the scope of the administrative control.

c) shall make its financing under the terms and conditions it deems appropriate taking into account the needs of the companies, the risks assumed by the Corporation and the terms and conditions that they may normally obtain private investors for similar financing.

(d) Propose to activate the circulation of its funds through the sale of its investments, provided that such sale can be made in an appropriate manner, in satisfactory conditions and, as far as possible, in accordance with the prescribed in Section 1, a) (vi), above.

e) Will seek to maintain a reasonable diversification of your investments.

f) It shall apply criteria of financial, technical, economic, legal and institutional feasibility to justify the investments and the adequacy of the guarantees offered, and

g) You will not make any investment for which, in your judgment, capital can be obtained under appropriate conditions.

Section 4. Limitations

(a) The investments of the Corporation will be made exclusively in companies located in regional member countries in the process of development, except in the case of placing liquid resources of the Corporation to which the Section 7, (b) of this Article and following financial management rules.

(b) The Corporation shall not grant financing or make other investments in connection with a company located in the territory of a member country if its government objects to such financing or investment.

Section 5. Protection of interests

No provision of this Convention shall prevent the Corporation from taking the measures and exercising the rights it deems necessary for the protection of its interests in the event of any non-compliance with any of its investments, or insolvency or the threat of insolvency of undertakings in which it has made investments or in other situations which, in the judgment of the Corporation, may endanger its investments.

Section 6. Applying certain restrictions on foreign changes

The funds received by the Corporation or payable to the Corporation in respect of an investment of its made in the territories of any member shall not be free, only by reason of the provisions of this Convention, of the restrictions, regulations and controls generally applicable to foreign changes, in force in the member's territories.

Section 7. Other faculties

The Corporation will also be entitled to:

(a) Obtain funds on loan and to this end constitute the garments or other guarantees that the Corporation resolves, provided that the total amount outstanding for loans obtained and for guarantees granted by the Corporation Corporation, whatever its origin, does not exceed an amount equal to the sum of its subscribed capital and its undistributed utilities and reserves.

b) Invest in market-negotiable securities and securities that the Corporation determines that it does not immediately need for its financial operations, as well as funds held by the Corporation for other purposes.

c) Ensure the securities that you have acquired as an investment, for the purpose of facilitating your sale.

d) Buy and/or sell securities that you have issued or guaranteed or purchased as an investment.

e) Perform, under conditions determined by the Corporation, specific orders or representations relating to its object, entrusted to it by its shareholders or third parties, and to perform the duties of fiduciary in relation to trusts related to their purposes.

f) To exercise the other powers inherent in the purposes of the institution and which are necessary or useful for the achievement of its objectives for which it may conclude contracts and carry out the legal acts which are required.

Section 8. Policy Activity Ban

The Corporation and its officials may not intervene in the political affairs of any member and the political nature of the member or members concerned shall not influence its decisions. In making its decisions, the Corporation shall only take into account considerations of economic order, and these considerations shall be weighed impartially for the purposes of achieving the objectives set out in this Convention.

Article 4. Organization and administration.

Section 1. Structure of the Corporation

The Corporation will have a Board of Governors, an Executive Board, a Chairman of the Board of Directors, a General Manager, and other officials and employees to determine the Executive Board of the Corporation.

Section 2. Board of Governors

a) All the powers of the Corporation shall reside in the Board of Governors.

(b) The Governor and alternate Governor of the Inter-American Development Bank, designated by a member of the Bank that is also a member of the Corporation, shall be Governor or alternate Governor "ex officio", respectively, of the Corporation, unless the respective country indicates otherwise. Alternate Governors may not vote, except in the case of the absence of the holder. The Board of Governors shall select one of the Governors as Chair of the Board of Governors.

The Governor and alternate Governor shall cease in office if the member who appointed them shall cease to be a member of the Corporation.

(c) The Board of Governors may delegate all its powers to the Executive Board, with the exception of the following:

(i) Admit new members and determine the conditions of their admission.

(ii) Increase or decrease equity capital.

(iii) Suspend a member.

(iv) Consider and decide on appeal the interpretations of this Convention made by the Executive Board.

(v) Approve, prior to the auditors ' report, the institution's balance sheets and profit and loss statements.

(vi) Determine the reserves and distribution of net profits and declare dividends.

(vii) Hire the services of external auditors to verify the overall balance sheets and the statements of profit and loss in the institution.

(viii) Modify this Convention.

(ix) Decide the termination of the Corporation's operations and the distribution of its assets.

d) The Board of Governors will meet annually and the meeting will be held in conjunction with the annual meeting of the Board of Governors of the Inter-American Development Bank. You will be able to meet at other opportunities by convening the Executive Board.

e) The quorum for the meetings of the Board of Governors shall be the majority of the Governors representing at least two-thirds of the votes of the members. The Board of Governors may establish a procedure whereby the Executive Board, when deemed appropriate, may submit a specific case to the Governors ' vote without convening the Assembly.

f) Both the Board of Governors and the Board of Governors, in so far as they are authorized to do so, may dictate the rules and regulations that are necessary or appropriate to conduct business. of the Corporation.

g) Governors and their alternates will perform their fees without remuneration from the Corporation.

Section 3. Vote

(a) Each member shall have one vote for each action paid and in his or her peder and for each enforceable action that he has subscribed.

b) Unless otherwise provided, the questions to be resolved by the Board of Governors and the Board of Directors shall be decided by a majority of the votes of the members.

Section 4. Executive Directory

a) The Executive Board shall be responsible for the conduct of the operations of the Corporation and may exercise all the powers granted to it by this Convention or delegated to it by the Assembly of Governors.

(b) The Executive Directors and alternates shall be elected or appointed among the Executive Directors and alternates of the Bank, except where:

(i) A member country or group of member countries of the Corporation is represented in the Board of the Bank by an Executive Director and an alternate who are citizens of non-member countries.

(ii) Given the different structure of participation, and composition of the member countries referred to in Section (c) (iii), the following, depending on the rotation arrangements between them, may appoint for the posts they correspond to their own representatives in the Board of Directors, when they cannot be adequately represented by the Bank's Directors or alternates.

c) The Corporation's Executive Board will be composed as follows:

(i) An executive director shall be designated by the member country holding the largest number of shares in the Corporation.

(ii) Nine Executive Directors will be elected by the Governors by the developing regional member countries.

(iii) Two Executive Directors will be elected by the Governors by the other member countries.

The procedure for the election of the Executive Directors shall be determined in the Rules of Procedure adopted by the Assembly of Governors by a majority representing at least two-thirds of the votes of the members.

An additional Executive Director may be elected by the Governors by the Member States referred to in sub-paragraph (iii) above under the conditions and within the time limit set out in the said Regulation and, if not comply with those conditions, by the Governors of the developing regional member countries, in accordance with the provisions of that Regulation.

Each Executive Director may appoint an alternate Director, who shall have full powers to act in his place where he is not present.

d) Executive Directors may not be at the same time Governors of the Corporation.

e) Executive Directors shall be elected for three-year terms and may be re-elected for successive periods.

f) Executive Directors shall be entitled to issue the number of votes that he or the members of the Corporation, whose votes were counted for the purposes of their designation or election, have the right to issue.

g) All votes that a Director has the right to issue will be issued as a block.

h) In the case of a temporary absence of the Executive Director and his/her alternate, the Executive Director and, where appropriate, the Deputy Director, may designate a person representing him.

i) A Director shall cease in office if all members whose votes were counted for the purposes of their designation or election shall cease to be members of the Corporation.

(j) The Executive Board shall operate at the Corporation's headquarters or exceptionally in another place that the Board of Directors shall designate and shall meet with the frequency that the business of the institution requires.

k) The quorum for any meeting of the Executive Board shall be the majority of the Directors representing at least two-thirds of the votes of the members.

(l) Any member of the Corporation may send a representative to attend any meeting of the Executive Board in which it is considered a matter for which it is particularly concerned. This faculty will be regulated by the Board of Governors.

Section 5. Basic organization

The Executive Board will determine the basic organization of the Corporation, including the number and general responsibilities of the main administrative and professional positions, and approve, the budget. of the institution.

Section 6. Executive Board Executive Committee

a) The Executive Board of the Executive Board shall be composed as follows:

(i) A person to be the designated Director or alternate member of the member country holding the largest number of shares in the Corporation.

(ii) Two persons from among the Directors representing the developing regional member countries of the Corporation.

(iii) A person from among the Directors representing the other member countries.

The election of the members of the Executive Board and their alternates of categories (ii) and (iii), above, shall be made by the members of each of the respective groups in accordance with the procedures to be agreed. within the group.

(b) The Chairman of the Executive Board shall chair the meetings of the Committee. In his absence, a member of the Committee elected by rotation shall preside over the meetings.

(c) The Committee shall consider all loans and investments of the Corporation in companies in the member countries.

d) All loans and investments shall require the vote of the majority of the Committee for approval. The quorum for any meeting of the Committee shall be composed of three members. Absence or abstention shall be considered as a negative vote.

e) A report to the Executive Board shall be submitted for each operation approved by the Committee. At the request of any Director, such operation shall be submitted to the vote of the Board. In the absence of such an application, within the time limit set by the Directory, an operation shall be deemed to have been approved by the Directory.

(f) In the event of a tie in the vote on a proposed operation, this proposal shall be returned to the Administration for further review and analysis; if, after its review in the Committee, a tie has again taken place, the Chairman of the Board of Directors shall be entitled to cast the tie-breaker vote in the Committee.

g) In case the Committee rejects an operation, the Executive Board may, at the request of any Director, require that the Administration report on such operation, together with a summary of the review by the Committee, be presented to the Board for discussion and possible recommendation regarding technical and policy issues related to the operation and with similar operations in the future.

Section 7. President. General manager and officials

a) The President of the Bank will be "ex officio" Chairman of the Executive Board of the Corporation. He will chair the meetings of the Executive Board, but he will not have the right to vote, except to decide in case of a tie. He may participate in the meetings of the Board of Governors, but without a vote.

b) The General Manager of the Corporation will be appointed by the Executive Board, by a majority of four fifths of all the votes, acting on the recommendation of the President of the Executive Board for the period that it determines. The General Manager of the Corporation will be the head of the Corporation's executive officers and employees. Under the direction of the Executive Board and the supersurveillance of the Chairman of the Executive Board, the General Manager will conduct the current business of the Corporation and, in consultation with the Executive Board and the President of the Board Executive, will be responsible for the organization, .appointment and dismissal of executive officers and employees. The General Manager may participate in the meetings of the Executive Board, but without the right to vote in such meetings. The General Manager shall cease in his post by resignation or by decision of the Executive Board by a majority of three fifths of all the votes, to which the Chairman of the Executive Board of his assent.

(c) Where activities requiring specialized knowledge or which cannot be attended by the regular staff of the Corporation are to be carried out, the Corporation shall obtain technical assistance from the Bank's staff, or is not available, it may hire technicians and specialized consultants, on a temporary basis.

(d) Officials and employees of the Corporation shall be exclusively dependent on the Corporation in the performance of their duties and shall not recognize any other authority. Member countries shall respect the international character of that obligation.

e) The Corporation shall take into account the need to ensure the highest degree of efficiency, competence and integrity, as the primary consideration when appointing its personnel and determining their terms of service. Due consideration will also be given to the importance of recruiting staff in the form of the widest possible geographical representation, taking into account the regional nature of the institution.

Section 8. Relations with the Bank

a) The Corporation shall be a separate entity and distinct from the Bank. The Corporation's funds will be kept separate and apart from the Bank's funds. The provisions of this section will not prevent the Corporation from reaching agreements with the Bank regarding facilities, personnel and services and arrangements for the reimbursement of administrative expenses incurred by one of the two organizations. name of the other.

(b) The Corporation shall endeavour, as far as possible, to use the facilities, facilities and staff of the Bank.

(c) Nothing in this Convention shall hold the Corporation responsible for the acts or obligations of the Bank or the Bank responsible for the acts or obligations of the Corporation.

Section 9. Publication of annual reports and provision of information.

a) The Corporation shall publish an annual report containing a revised statement of account by auditors. It shall also transmit quarterly to the members a summary of its financial position and a statement of profit and loss indicating the outcome of its operations.

(b) The Corporation may also publish any other report which it considers appropriate for the performance of its object and functions.

Section 10. Dividends

(a) The Board of Governors may provide that, after adequately providing reserves, part of the Corporation's net profit and excess reserves are distributed as dividends.

(b) The dividends shall be distributed in proportion to the proportion of capital paid by each member.

c) The dividends shall be paid in the form and in the currency or currencies determined by the Corporation.

Article 5. Withdrawal and suspension of members.

Section 1. Right of withdrawal

(a) Any member may withdraw from the Corporation by written communication to the institution's head office notifying its intention to withdraw. The withdrawal shall have final effect on the date indicated in the notification, but in no case before six months after the date on which such notification has been given to the Corporation. However, before the withdrawal takes effect, the member may withdraw from his or her intention to withdraw, provided that he notifies the Corporation in writing.

b) Even after retiring, the member will continue to be liable for all obligations it has with the Corporation on the date of delivery of the withdrawal notice, including those mentioned in section 3 of this notice. Article. However, if the withdrawal becomes final, the member shall not bear any responsibility for the obligations arising out of the operations carried out by the Corporation after the date on which it has received the notification of withdrawal.

Section 2. Suspension of a member

(a) The member who fails to comply with any of its obligations to the Corporation arising out of the Constitutive Convention may be suspended when the Assembly of Governors decides by a majority representing the at least three quarters of the votes of the members, including two-thirds of the Governors.

(b) The member who has been suspended shall cease to be automatically a member of the Corporation after one year, starting from the date of the suspension, unless the Board of Governors, by equal majority of the

a) the suspension shall be terminated by those laid down in subparagraph (a).

(c) For the duration of the suspension, the member may not exercise any of the rights conferred upon him by this Convention except to withdraw, but shall be subject to the fulfilment of all his obligations.

Section 3. Terms of withdrawal of a member

(a) From the moment a member ceases to be a member, it shall cease to participate in the profits or losses in the institution and shall not incur liability in respect of the loans and guarantees that the Corporation contracts in advance. In such a case, the Corporation shall take the necessary steps to reacquire the capital shares of that member, as part of the settlement of the accounts, with the same, in accordance with the provisions of this section.

b) The Corporation and a member may agree to withdraw the latter and to reacquire the shares of that member in terms that are appropriate, in accordance with the circumstances. If it is not possible to reach an agreement within three months of the date on which that member has expressed a wish to withdraw, or within a time limit agreed between the two parties, the price of reacquisition of the shares of that member shall be equal to the value of the books of the same on the date on which the member ceases to belong to the institution, the value of the books being determined by the audited financial statements of the Corporation.

(c) The payment for the shares shall be made upon the delivery of the corresponding stock certificates, in the available quotas, dates and currencies to be determined by the Corporation, taking into account its financial position.

(d) A former member may not be paid any amount which, in accordance with this section, is owed to him by his actions before the date of the date on which the member has ceased to belong to the institution. If within that period the Corporation gives an end to its operations, the rights of the member concerned shall be governed by the provisions of Article 6 and the member shall continue to be regarded as such for the purposes of that Article, except not have the right to vote.

Article 6. Suspension and termination of operations.

Section 1. Suspension of operations

When serious circumstances arise, the Executive Board may suspend operations relating to new investments, loans and guarantees until the Board of Governors has the opportunity to examine the situation and take appropriate action.

Section 2. Terminating operations

(a) The Corporation may terminate its operations when the Board of Governors, acting by a majority representing at least three quarters of the members ' votes, includes two-thirds of the Governors. Upon completion of the operations, the Corporation shall immediately cease all its activities, except those which are intended to preserve, preserve and perform its assets and to settle its obligations.

(b) Until the final settlement of the obligations and distribution of the assets, the Corporation shall remain, and all the reciprocal rights and obligations of the Corporation and its members under this Convention shall remain in force, except that no member shall be suspended or may be withdrawn, and that no distribution shall be made to the members, except as provided in this article.

Section 3. Liability of members and payment of debts

(a) The liability of the members arising from the capital subscriptions shall remain in force, until all the obligations of the Corporation, including the quotas, are settled.

b) All the direct creditors will be paid with the assets of the Corporation, against which these obligations will be charged, and then with the funds that are obtained from the collection of the part that is based on the subscribed capital and not paid, against which these obligations will be charged. Before making any payment to the direct creditors, the Executive Board shall take the measures necessary to ensure a pro rata distribution between the creditors of direct obligations and those of obligations. possible.

Section 4. Asset Distribution

(a) No distribution of assets shall be made between the members, on account of the shares held in the Corporation, as long as all the obligations to the creditors who are in charge of such shares have not been cancelled. actions or have been made provision for payment. It shall also be required that the Board of Governors acting by a majority representing at least three quarters of the votes of the members, including two-thirds of the Governors, decides to make the distribution.

(b) Any distribution of assets among members shall be made in proportion to the number of shares held and in the terms and conditions that the Corporation considers fair and equitable. It will not be necessary for the portions to be distributed among the different members to contain the same asset class. No member shall be entitled to receive its share in the said distribution of assets as long as it has not adjusted all its obligations to the Corporation.

(c) Members who receive assets distributed in accordance with this Article shall enjoy the same rights as the Corporation in such assets before the distribution is made.

Item seventh. Legal personality, immunities, exemptions and privileges.

Section 1. Scope

In order to fulfill its objective and to carry out the functions conferred upon it, the Corporation shall enjoy, in the territory of each of the member countries, the legal status, immunities, exemptions and privileges. which are set out in this article.

Section 2. Legal personality

The Corporation will have legal personality and, in particular, full capacity to:

a) Celebrate contracts.

b) Acquire and dispose of movable and immovable property; and

c) Start judicial and administrative procedures.

Section 3. Court proceedings

(a) Only legal proceedings against the Corporation may be initiated before a court of competent jurisdiction in the territories of a member country where the Corporation has established an office or where it has designated agent or proxy with the right to accept the placement or notification of a court order, or where it has issued or guaranteed securities. The members, the persons who represent it or who derive from it their rights shall not be able to initiate any judicial action against the Corporation. They may, however, enforce those rights in accordance with the special procedures laid down in this Convention, in the regulations of the institution or in the contracts concluded in order to settle disputes which may arise between the Corporation and the member countries.

(b) The assets and other assets of the Corporation, wherever they are and whoever they may have, shall enjoy immunity in respect of comiso, sequestration, seizure, remate, adjudication or any other form of Apprehension or forcible disposal as long as no final judgment is given against the Corporation.

Section 4. Immunity from assets

The assets and other assets of the Corporation, wherever they are and whoever they may have, will enjoy immunity from investigation, requisition, confiscation, expropriation or any other form of apprehension, or Forced disposal by executive or legislative action.

Section 5. Inviolability of the files

The Corporation's files will be inviolable.

Section 6. Exemption from restrictions on the asset.

To the extent necessary for the Corporation to fulfill its object and functions and conduct its operations in accordance with this Convention, the assets and other assets of the Institution shall be exempt from all restrictions, regulations and control measures or moratoriums, unless otherwise provided in this Convention.

Section 7. Privilege for communications.

Each member country shall grant the Corporation's official communications the same treatment as the official communications of the other member countries.

Section 8. Immunities and personal privileges

Governors, Executive Directors and their alternates and the officials and employees of the Corporation shall enjoy the following privileges and immunities:

(a) Immunity with respect to judicial and administrative proceedings relating to acts performed by them on their official character, unless such immunity is waived by the Corporation.

(b) Where they are not nationals of the country in which they are, the same immunities with respect to immigration restrictions, foreign registration requirements and military service obligations and the same facilities with respect to exchange provisions, which the country grants to representatives, officials and employees of comparable rank from other member countries; and

e) The same privileges as travel facilities that member countries grant to representatives, officials and employees of comparable rank in other member countries of the Institution.

Section 9. Tax exemptions

(a) The Corporation, its revenues, assets and other assets, as well as the transactions and transactions it carries out in accordance with this Convention, shall be exempt from all taxes and customs duties. The Corporation shall also be exempt from any liability related to the payment, retention or collection of any tax, contribution or entitlement.

(b) The salaries and emoluments that the Corporation pays to officials and employees of the Corporation that are not citizens or nationals of the country in which they are performing their duties shall be exempt from taxes.

e) No taxes shall be imposed on any securities or securities issued by the Corporation, including dividends or interest thereon, regardless of their holder:

(i) if such taxes discriminate against such obligations or securities for the sole fact that they have been issued by the Corporation; or

(ii) if the only jurisdictional basis for such taxes consists of the place or the currency in which the obligations or securities have been issued, in which they are paid or payable or at the location of any office or seat of Business that the Corporation maintains.

No taxes shall be imposed on any securities or securities guaranteed by the Corporation, including dividends or interest thereon, regardless of their holder:

(i) if such taxes discriminate against such obligations or securities for the sole fact that they have been guaranteed by the Corporation; or

(ii) if the only jurisdictional basis for such taxes consists of the location of any office or business seat that the Corporation maintains.

Section 10. Compliance with this Article

Member States shall, in accordance with their legal arrangements, adopt the necessary provisions to enable the principles set out in this Article to be effective in their respective territories and shall inform the Corporation of the measures which it has taken on the individual.

Section 11. Waiver

The Corporation may, at its discretion, waive, in the extension and under the conditions that it determines, any of the privileges or immunities conferred by this article.

Article 8. Modifications.

Section 1. Modifications

(a) This Convention may be amended only by agreement of the Board of Governors, acting by a majority representing at least four fifths of the votes of the members, including two-thirds of the Governors.

(b) By way of derogation from paragraph (a) above, the unanimous agreement of the Assembly of Governors shall be required to approve any modification that alters:

(i) the right to withdraw from the Corporation in accordance with the provisions of Article 5, section l.

(ii) the right to purchase shares of the Corporation, as provided for in the second article, Section 5; and

(iii) the limitation of liability prescribed in the second article, section 6.

(e) Any proposal to amend this Convention, whether it emanates from a member country or from the Executive Board, shall be communicated to the Chairman of the Board of Governors, who shall submit it to the Board of Governors. When a modification has been approved, the Corporation will record it in official communication to all members. The amendments shall enter into force for all members three months after the date of the official communication, unless the Board of Governors has set a different time limit.

Article ninth. Interpretation and arbitration.

Section 1. Interpretation

(a) Any divergence regarding the interpretation of the provisions of this Convention arising between any member and the Corporation or among the members shall be subject to the decision of the Executive Board. Members particularly affected by the divergence shall be entitled to be directly represented in the Executive Board in accordance with the provisions of the fourth paragraph of Article 4 (1).

b) Any member may require that the divergence resolved by the Executive Board in accordance with the preceding paragraph is submitted to the Board of Governors, whose decision shall be final. As long as the decision of the Assembly is pending, the Corporation may act, as soon as it deems necessary, on the basis of the decision of the Executive Board.

Section 2. Arbitration

In the event that a disagreement arises between the Corporation and a member who has ceased to be, or between the Corporation and a member, after the termination of the institution's operations has been agreed upon, such The dispute shall be submitted to the arbitration of a court composed of three arbitrators. One of the arbitrators shall be appointed by the Corporation, another by the member concerned, and the third, unless otherwise agreed between the parties, by the President of the International Court of Justice. If all attempts to reach a unanimous agreement fail, the decisions will be taken by a majority. The third arbitrator may decide on all procedural matters in cases where the parties do not agree on the matter.

Article 10. General provisions.

Section 1. Headquarters of the Corporation

The Corporation's headquarters will be established in the same location where the Bank's headquarters are located. The Executive Board of the Corporation may establish other offices in the territories of any of its member countries by a majority representing at least two-thirds of the votes of the members.

Section 2. Relationships with other institutions

The Corporation may conclude agreements with other institutions for purposes compatible with this Convention.

Section 3. Liaison bodies

Each member shall designate an official entity to maintain its ties with the Corporation on matters related to this Convention.

Item 11th. Final provisions.

Section 1. Signature and acceptance

(a) This Convention shall be deposited with the Bank, where it shall be open until 31 December 1985 or a later date to be determined by the Executive Board of the Corporation, to receive the signatures of the representatives of the countries listed in Annex A. If this Convention has not entered into force, a later date may be determined by the representatives of the signatory countries to the final minutes of the negotiations for the creation of the Inter-American Investment Corporation. Each signatory of this Convention shall deposit with the Bank an instrument in which it declares that it has accepted or ratified this Convention in accordance with its own law and has taken the necessary measures to fulfil all obligations. which the Convention imposes on it.

(b) The Bank shall send certified copies of this Convention to its members and shall communicate to them in a timely manner each signature and deposit of an instrument of acceptance or ratification that is carried out in accordance with the preceding paragraph, as the date of the same.

e) From the date on which the Corporation initiates its operations, the Bank may receive the signature and instrument of acceptance or ratification of this Convention of any country whose membership is approved in accordance with the second subparagraph of Article 1 (b).

Section 2. Entry into force

(a) This Convention shall enter into force when it has been signed, and the instrument of acceptance or ratification has been deposited, in accordance with Section 1 of this Article, by representatives of countries whose subscriptions comprise at least two thirds of the total of the subscriptions set out in Annex A, which shall include:

(i) the membership of the member country with the largest number of shares, and

(ii) subscriptions from developing regional member countries with a total of shares higher than all other subscriptions.

(b) Countries which have deposited their instrument of acceptance or ratification before the date of entry into force of this Convention shall be members from this date. The other countries shall be members from the date on which they deposit their instruments of acceptance or ratification.

Section 3. Initiating operations

As soon as this Convention enters into force as provided in section 2 of this article, the President of the Bank will convene a meeting of the Board of Governors, The Corporation will commence operations on the date it is This meeting is held.

Done, in the city of Washington, D. C., United States of America, in a single original, dated November 19, 1984, whose texts in Spanish, English, French and Portuguese are equally authentic, and which will be deposited in the archives of the Inter-American Development Bank, which has indicated, through its signature at the foot of this instrument, that it accepts to act as the depositary of this Convention and to notify the date on which it enters into force, according to the Article 11, Section 2, to all governments of the countries whose names are listed in Annex A.

ANNEX A

Corporation Authorized Capital Stock Subscription

(In shares of 10,000 US dollars each)

Table_table_der" >2.327

Guyana

Dominican Republic

Trinidad and Tobago

Uruguay

Israel

Countries	Number of shares capital cash payable	Percentage
Developing Countries:
Argentina	11,636 (1)
	Brazil	2.327
1.498	7,490 (2
	Mexico
Venezuela	1.248	6,238 (3)
	Subtotal	7,400
Colombia	690	3.45
Chile	690	3.45
Peru	420
	Subtotal	1,800
Bahamas	43
		0,150
Bolivia	187	0.935
Costa Rica	94	0.470
Ecuador	126	0.630
El Salvador	94	0.470
Guatemala	126	0.630
36
		0.470
Honduras	94	0.470
Jamaica	126	0.630
Nicaragua	94	0,470
Panama	94	0,470
	Paraguay	94	0.470
126	0.630
94	0.470
248	1,240
Subtotal	1,800	9.00
Total	11,000	55,000
States of America	5,100	25.50
Other countries:
, Republic Federal	626	3.13
Austria	100	0.50
Spain	626	3.13
France	626	3.13
50
Italy	626	Japan
626	3.13
The Netherlands	310	1.55
Switzerland	310
Subtotal	3,900	19.50
Total	20,000	100.00

(1) The representatives of Argentina and Brazil stated that their shares in the capital of the Corporation should maintain not only their shares in the capital of the IDB, but also maintain their respective shares in the of the total contributions of the developing regional countries to the Bank's capital.

(2) The Mexican delegation, when carrying out the above subscription, does so in the spirit of participating in the elimination of the oversubscription that has prevented the implementation of the Inter-American Investment Corporation.

However, it wants to put Mexico's aspiration for greater equity participation in these multilateral organizations, which it reflects more appropriately through a system of objective indicators, the size of its economy, population and financial support requirements for their development process.

(3) Venezuela rarific; that it has decided to subscribe 1,248 shares of the Inter-American Investment Corporation, which gives it a participation of 6,238 per 100 of the capital of the same, in order to allow the implementation of the Corporation as soon as possible.

However, Venezuela is aware that it has not abandoned its aspiration to achieve greater equity participation in the future.