Key Benefits:
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:
Article first.
The participation of Spain in the African Development Bank is approved, the Agreement establishing it as an appendix to this Law, as amended in accordance with Resolution 05-79 adopted by the Board of Governors of that Entity. on 17 May 1979. The amended Treaty is currently subject to ratification by the various countries concerned.
Spain's participation will be carried out in accordance with the terms of Resolution 06-79 on the expansion of the social capital of the African Development Bank and in accordance with Resolution 07-79 on general rules for admission of non-African countries, both adopted by the Board of Governors of the African Development Bank on 17 May 1979 and which are included as appendices.
Article 2.
Spain will participate in the social capital of the African Development Bank with the subscription of 2,624 shares of a nominal value per share of 10,000 units of account as defined in Article 5.1.b of the the establishment of the African Development Bank, as Appendix I to this provision. Of these subscribed shares, 656 will be disbursed, while 1,968 will remain as the required capital.
The contributions corresponding to the shares disbursed shall be made in accordance with the terms of paragraph 2 of the general rules governing the admission of non-African countries as members of the Bank, approved by Resolution 07-79 of the Board of Governors of the Bank.
Third item.
The Bank of Spain is authorised, in accordance with the contents of Decree 2799/1969 of 14 November, to apply, on a freely convertible basis, the pesetas necessary for the payment of the participation of the Spain at the African Development Bank.
Article 4.
To be able to extend, as appropriate, the participation of Spain in the social capital of the African Development Bank, the Government will have to be authorized by law.
Article 5.
The Ministries of Economy and Finance and Foreign Affairs are hereby authorized to take all measures necessary to implement the provisions of this Law.
Article 6.
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, on November 26, 1983.
JOHN CARLOS R.
The President of the Government,
FELIPE GONZÁLEZ MARQUEZ
APPENDIX I
African Development Bank constitution agreement
Amended by Resolution 05-79, adopted at the 5th Plenary Session of the 15th Annual Meeting, on May 17, 1979
The Governments on whose behalf this Agreement is signed, determined to strengthen African solidarity through economic cooperation among African states;
Considering the need to accelerate the development of Africa's vast human and natural resources, in order to stimulate economic development and social progress in this geographical area;
Aware of the importance of coordinating national economic and social development plans to promote the harmonious growth of African economies as a whole, as well as the expansion of foreign trade African and especially inter-African trade;
Recognizing that the constitution of a financial institution common to all African countries will serve these purposes;
Convinced that an association of African and non-African countries will facilitate both the additional flow of international capital through an Institution of these characteristics for economic development and progress social area of this geographical area, such as the mutual benefit of the parties to this Agreement,
Have agreed to constitute the African Development Bank (hereinafter referred to as the "Bank"), which will be governed according to the following stipulations:
CHAPTER FIRST
Object, functions, members, and structure
Item 1. Object.
The Bank's purpose will be to contribute to the economic development and social progress of its African members, individually and jointly.
Art. 2. º Functions.
1. To achieve your objective, the Bank will have the following functions:
(a) Use resources and their availability to finance investment projects and programmes related to the economic and social development of their African members, with particular priority being given to:
i) Projects or programs that by their nature or purpose affect several members, and
(ii) Projects or programmes granted to ensure that the economies of their members are increasingly complementary and to carry out an orderly expansion of their external trade; and
b) Promote or participate in the selection, study and preparation of projects, enterprises and activities that contribute to the aforementioned development;
c) Mobilize and increase in Africa and beyond Africa the resources necessary for the financing of these projects and programs;
d) In general, promote investment in public and private capital in Africa in projects or programmes designed to contribute to the economic development or social progress of its African members;
e) Providing technical assistance required in Africa for the study, preparation, financing and execution of development projects or programs; and
f) Promote how many activities and provide how many services are needed to achieve your goals.
2. To carry out its tasks, the Bank will seek cooperation with national, regional and sub-regional development institutions in Africa. To this end, it may cooperate with other international organisations pursuing a similar purpose and with other institutions concerned with the development of Africa.
3. In all its decisions, the Bank shall be guided by the provisions of Articles 1 and 2 of this Agreement.
Art. 3. Member and geographical area.
1. It may be a regional member of the Bank of any African country whose status is that of an independent State. Admission as a member shall be made in accordance with paragraph 1 or paragraph 2 of Article 64 of this Agreement.
2. The geographical area to which the quality of the regional partner extends and the Bank's development activities (referred to in this Agreement as "Africa" or "African", as the case may be) comprises the continent of Africa and the African islands; and
3. Countries not belonging to this geographical area that are or are made in the future members of the African Development Fund or who have contributed or are contributing contributions to the African Development Fund in terms and conditions similar to those of the African Development Fund. In accordance with the Agreement on the establishment of the African Development Fund, they may also be admitted as members of the Bank at the time and under the general conditions established by the Board of Governors. These general conditions may be amended only after agreement of the Board of Governors by a two-thirds majority on the total number of Governors, including two-thirds of the Governors of non-African member countries, and that represent not less than three quarters of the total voting power of the member countries.
Art. 4. ° Structure.
The Bank shall have a Board of Governors, a Board of Directors, a President, at least one Vice President and the officials and staff necessary to perform the tasks to be determined by the Bank.
CHAPTER II
Capital
Art. 5. Authorized Capital.
1. a) The Bank's authorized capital will be 250,000,000 units of account. It will be divided into 25,000 shares of a value at the par of 10,000 units of account each share and will be available to members for subscription.
b) The value of the U. C. will be 0.88867088 grams of fine gold.
2. The authorised capital shall be divided into paid-up capital and undisbursed capital. The equivalent of 125,000,000 units of account and not paid up, for the purposes defined in paragraph 4 (a) of Article 7 of this Agreement, shall be paid out, the equivalent of another 125,000,000 units of account.
3. Under the requirements of paragraph 4 of this Article, the authorized social capital may be extended to the extent and at the time the Board of Governors deems it advisable. Except where the extension is made with the sole purpose of providing for the initial subscription of a member, the decision of the Board shall be taken by a two-thirds majority of the total number of Governors, representing not less than three fourths of the total voting power of the member countries; and
4. The authorized social capital and any extension of this will be distributed for subscription between African and non-African members in such a way that the number of actions eligible for subscription by each of these groups give, be fully subscribed, the following proportion: African members, two-thirds of the total voting power, and non-Africans, one-third of the total voting power.
Art. 6. Action Subscription.
1. Each member shall initially subscribe to the Bank's capital. The initial subscription shall consist of an equal number of paid-up and undisbursed shares. The initial number of shares to be subscribed by a State which accesses the status of a member under the terms of paragraph 1 of Article 64 of this Agreement shall be as set out in Annex A, which is an integral part of this Agreement. Agreement. The initial number of shares to be subscribed by other members shall be determined by the Board of Governors.
2. If a capital increase is made for any other purpose other than that of providing for the initial subscription of a member, each shareholder shall have the right to subscribe, in the uniform terms and conditions to be determined by the the Board of Governors, a proportional part of this extension, equivalent to the proportion that the capital subscribed by him up to that moment has in respect of the social capital of the Bank. However, no member may be required to take part in any such extension.
3. Any member may ask the Bank for an extension of the subscribed capital, in the terms and conditions determined by the Board of Governors.
4. The shares initially subscribed by States which access the status of members under the terms of paragraph 1 of Article 64 of this Agreement shall be issued at par. The other actions shall also be issued at par, unless, in special circumstances, the Board of Governors decides, by a majority of the total voting power of its members, to issue them in other terms.
5. The liability for the shares shall be limited to the undisbursed portion of its issue price.
6. The shares may not be charged or taxed in any way. They may only be transferred to the Bank.
Art. 7. Subscription Payment.
1. (a) Members who acquire their status under Article 64, paragraph 1, shall make payment of the amount initially subscribed to the capital paid in six instalments: the first of 5 per 100; the second, from 35 per 100, and the remaining four, from 15 per 100 each.
(b) The first payment shall be made by the Government in question simultaneously or before the date of deposit, on its behalf, of the instrument of ratification or acceptance of this Agreement, in accordance with the provisions of paragraph 1. of Article 64. The second deferred payment shall expire six months after the entry into force of this Agreement or at the date of the said deposit, in any case where it is later. The third deferred payment shall expire 18 months after the entry into force of the Agreement. The remaining three payments will expire, successively within twelve months of the date on which the preceding payment expired.
2. Payments of the amount initially subscribed to the paid-up capital shall be made by the members of the Bank in gold or convertible currency.
The Board of Governors shall determine how members shall make payment of other amounts of the paid-up capital they have subscribed to.
3. The Board of Governors shall determine the dates for the payment of the subscribed capital amounts paid to those who do not apply to them as set out in paragraph 1 of this Article.
4. (a) the payment of the subscribed capital amounts shall be subject to the Bank's requirement, at the time it is required to meet the obligations incurred, in accordance with the provisions of paragraphs 1 (b) and (d) of the Article 14, by borrowing funds to include them in the resources of their ordinary capital or guarantees from such resources.
(b) In the event of such a requirement, the member concerned may optionally make the payment in gold, convertible currency or in the currency specified in order to exempt the Bank from the obligation to which the said member has given rise. requirement.
(c) Non-paid-up capital payment requirements shall be uniform in their percentage in respect of the set of undisbursed shares.
5. The Bank shall determine the place in which any of the payments provided for in this Article are to be made, provided that, until the first meeting of its Board of Governors referred to in Article 66 takes place, the payment of the first instalment to which referred to in paragraph 1 of this Article shall be made to the Trustee referred to in Article 66.
Art. 8. Special Funds.
1. The Bank may set up Special Funds, or be entrusted with the administration of the Funds, which are intended to serve its purpose and fall within its tasks. You may receive, maintain, use, deposit or otherwise dispose of resources belonging to these Special Funds.
2. The resources of these Special Funds shall be kept separate and apart from the Bank's ordinary capital resources, as provided for in Article 11 of this Agreement.
3. The Bank shall adopt the rules and special provisions necessary for the administration and use of each Special Fund, provided that:
(a) Those rules and provisions shall be in accordance with Article 7 (4), Articles 9 to 11 and the provisions of this Agreement which explicitly affect the ordinary resources of capital or operations ordinary Bank;
(b) Those rules and provisions are compatible with the provisions of this Agreement which explicitly affect the special resources or special operations of the Bank, and which;
(c) When these rules and special provisions are not applicable, the Special Funds shall be governed by the provisions of this Agreement.
Art. 9. The ordinary capital resources.
For the purposes of this Agreement, the expression "ordinary capital resources" of the Bank shall include:
(a) the authorized registered capital subscribed in accordance with the provisions of Article 6. of this Agreement;
(b) the funds obtained by loans, by virtue of the powers conferred on the Bank by paragraph (a) of Article 23 of this Agreement and to the effect of which the non-paid-up capital requirement applies. provided for in paragraph 4 of Article 7 of this Agreement;
(c) the funds received for the repayment of loans made with the resources referred to in paragraphs (a) and (b) of this Article; and
(d) the proceeds of loans made from the funds above; the income of
for which the requirement laid down in paragraph 4 of Article 7 is applied;e) any other funds or income received by the Bank that are not part of its special resources.
Art. 10. Special resources.
1. For the purposes of this Agreement, the expression 'special resources' shall relate to the resources of the Special Funds and shall include:
a) The resources initially contributed to any Special Fund;
(b) funds obtained from loans for the purposes of any Special Fund, including the Special Fund referred to in paragraph 6 of Article 24 of this Agreement;
(c) any funds reimbursed that affect loans or guarantees financed through the resources of any Special Fund and which are perceived by the Special Fund under the rules and provisions governing it;
(d) the revenue from the Bank's operations in which any of the above resources or funds are involved, provided that, under the rules and provisions governing the Special Fund in question, these Revenue shall be cumulative to the Fund; and
e) any other resources available to any Special Fund.
2. For the purposes of this Agreement, the expression 'special resources belonging to a Special Fund' shall include those resources, funds and revenue referred to in the preceding paragraph and which-as the case may be-are provided, provided or received, cumulable or at the disposal of the Special Fund concerned, in accordance with the rules and provisions governing this Fund.
Art. 11. Separation of resources.
1. The ordinary capital resources of the Bank shall be at all times and for all purposes held, deposited, invested or otherwise disposed of, in a manner wholly separate from the special resources. Each Special Fund, as well as its resources and accounts, shall be kept completely separate from other Special Funds and their resources and accounts.
2. The ordinary capital resources of the Bank may under no circumstances be taxed or used to settle losses or obligations arising from operations or other activities of any Special Fund.
Special resources belonging to a Special Fund may under no circumstances be taxed or used to settle losses and obligations arising from operations or other activities of the Bank financed with its own funds. ordinary capital resources or special resources belonging to any other Special Fund.
3. In the operations and other activities of any Special Fund, the Bank's responsibility shall be limited to the special resources belonging to that Fund which are at the disposal of the Bank.
CHAPTER III
Operations
Art. 12. Using the resources.
The Bank's resources and resources shall be used to perform the purpose and functions listed in Articles 1 and 2 of this Agreement.
Art. 13. Ordinary and special operations.
1. The Bank's operations shall be divided into ordinary and special operations.
2. Ordinary operations shall be those financed from the ordinary capital resources of the Bank.
3. Special operations shall be financed from the special resources.
4. The Bank's financial statements will show the ordinary and special operations separately. The Bank shall adopt the necessary rules and arrangements to ensure effective separation of both types of operations.
5. Expenditure incurred directly by ordinary operations shall be charged to the ordinary capital of the Bank; expenditure incurred directly by the special operations shall be charged to the appropriate special resources. The other expenses will be charged in the way the Bank determines.
Art. 14. Receivers and methods of operations.
1. In its operations, the Bank may provide or provide financing to any African member, any political subdivision or any agency thereof, or any institution or guarantor in the territory of an African member, as well as to international or African agencies or institutions interested in the development of Africa. On the basis of the provisions of this Chapter, the Bank may carry out its operations in any of the following
:a) by granting or participating in the granting of direct loans from:
(i) The funds corresponding to their unaltered subscribed and paid-up capital and with the exception of the provisions of Article 20 of this Agreement to their reserves and their non-party surplus; or from
(ii) funds corresponding to special resources; or
b) by granting or participating in the granting of direct loans from funds borrowed or obtained by the Bank by other means for inclusion in its ordinary capital resources or in special resources; or
(c) By investing the funds referred to in sub-paragraphs (a) or (b) of this paragraph in shares in the capital of Companies or Institutions; or
d) By fully or partially Avaling third-party loans.
2. The provisions relating to direct loans carried out by the Bank in accordance with sub-paragraphs (a) or (b) of the preceding subparagraph shall also apply to its participation in any direct loan made in accordance with any of the those sub-paragraphs. Similarly, the provisions relating to the loan guarantees referred to in subparagraph (d) of the preceding paragraph shall apply when the Bank is only part of the loan.
Art. 15. Limitation of operations.
1. The total outstanding amount of the Bank's ordinary operations shall not at any time exceed the total amount of its unaltered subscribed capital, its reserves and surplus included in the ordinary capital resources, excluding, however, the special reserve provided for in Article 20 of this Agreement.
2. The total outstanding amount of the special operations of the Bank, relating to any Special Fund, shall not exceed at any time the total amount of the unaltered special reserves belonging to that Special Fund.
3. In the case of loans made from funds borrowed by the Bank and for the purpose of applying the non-paid-up capital payment requirement provided for in Article 7 (4) of this Agreement, the total amount of the loan shall be of the principal outstanding and payable to the Bank in a specific currency shall not at any time exceed the total amount of the principal outstanding of the funds taken in loans by the Bank that are payable in that same currency.
4. (a) In the case of investments made pursuant to Article 14 (1) (c), on the basis of the ordinary capital resources, the total amount outstanding shall not exceed 10 per 100 of the cumulative amount of the paid-up capital of the Bank plus the reserves and surplus included in the ordinary capital resources, excluding, however, the special reserve provided for in Article 20 of this Agreement.
(b) When the amount of any specific investment referred to in the preceding sub-paragraph is made, the percentage of participation in the capital of the institution or undertaking in question shall not exceed the percentage the Board of Governors for investments made pursuant to the provisions of paragraph 1 (c) of Article 14. The Bank shall in no case seek to obtain through this investment the control of the Institution or Company in question.
Art. 16. Provision of foreign currency for direct loans.
By making direct loans, the Bank will provide the borrower with foreign currencies, different from the currency of the Member State in whose territory the project is to be executed (the latter referred to as follows: 'local currency'), which is required to cover expenditure in foreign currency incurred by that project; provided that, when making direct loans, the Bank can provide financing to cover expenditure incurred on the spot by the Bank. cited project:
a) Where you can do so, facilitating local currency without having to sell your gold or convertible currencies, or
(b) Where, in the Bank's view, the local costs of the project in question are likely to cause loss or distortion in the balance of payments of the country in which it is to be executed and the amount of such financing exceeds a reasonable percentage of the total expenditure incurred by the said project.
Art. 17. Principles of action.
1. The Bank's operations shall be governed by the following principles:
a) (i) Except in exceptional circumstances, the Bank's operations shall provide for the financing of projects or group of specific projects, in particular those forming part of a national development programme, or at a level Africa is urgently required for the economic or social development of the member African countries. However, global loans or guarantees on loans granted to African national development banks or other appropriate institutions may be included, so that the latter can finance specific type of projects serving the the objectives of the Bank, within the framework of the respective areas of activity of the aforementioned banks or institutions.
(ii) When selecting the appropriate projects, the Bank shall always be guided by the provisions of paragraph 1 (a) of Article 2 of this Agreement and by the potential contribution the project makes to the Bank's objective, rather than by the Bank. type of project. However, it will pay particular attention to the selection of appropriate multinational projects.
(b) The Bank shall not finance any project in the territory of a Member State if it objects to it.
(c) The Bank shall not finance a project in so far as, in its judgment, the recipient country is able to obtain the financing or the means elsewhere, under conditions which the Bank considers reasonable for the recipient.
d) The proceeds of any loan, investment or financial activity in the Bank's current operations shall be used exclusively for the acquisition in member countries of goods produced in these same countries, except in cases in which the Board of Directors, by means of the vote of the Directors representing no less than two-thirds of the total voting power, agrees to permit the acquisition of goods and services in a non-member country, or produced in a non-member country Member, because special circumstances so advise. This may be the case of a non-member country in which the Bank has obtained a considerable amount of funding; provided that, as far as any extension of the share capital is concerned, the Board of Governors may determine that the The acquisition of goods and services with the product of this enlargement is limited to those countries that have participated in the said enlargement.
(e) When a loan is made or endorsed, the Bank shall take sufficient account of the prospects that the borrower and, if any, the guarantor are in a position to meet his obligations arising from the loan. loan.
(f) When a loan is made or endorsed, the Bank shall be satisfied that the interest rate and other charges are reasonable and that the principal's rate, charges and repayment schedule are appropriate. of the project to be financed.
g) In the case of a direct loan, the Bank will allow the borrower to have funds available for the sole purpose of dealing with the costs arising from the project at the time they occur.
(h) The Bank shall take appropriate measures to ensure that the product of a loan made or endorsed by it is exclusively used for the purposes that it was granted, paying due attention to economy and efficiency.
i) The Bank will seek to maintain a reasonable diversification of its capital equity investments.
j) The Bank shall apply sound banking management principles to its operations and in particular to its investments in equity holdings. It shall not assume any responsibility for the management of the institutions or undertakings in which it has invested; and
k) When a loan made by other investors is secured, the Bank shall receive appropriate risk compensation.
2. The Bank shall adopt the rules and provisions necessary to take into account the projects submitted to it.
Art. 18. Terms and conditions for direct loans and guarantees.
1. In the case of direct loans made by the Bank, the contract:
(a) In accordance with the principles laid down in Article 17, paragraph 1, subject to the other provisions of this Chapter, it shall lay down all the terms and conditions applicable to the loan in question, including relating to depreciation, interest and other charges, as well as to maturity and payment dates; and in particular,
(b) It shall establish that, in accordance with the provisions of paragraph 3 (c) of this Article, payments made to the Bank in respect of depreciation, interest, commission and other charges are in the same currency of the loan, unless- the case of a direct loan that forms part of special operations-the rules and provisions determine otherwise.
2. In the case of loans endorsed by the Bank, the endorsement contract:
(a) In accordance with the principles laid down in paragraph 1 of Article 17 and subject to the other provisions of this Chapter, it shall establish all other terms and conditions of the endorsement in question, including the relevant to fees, commission and other charges from the Bank; and in particular,
(b) Determinate that, in accordance with the provisions of paragraph 3 (c) of this Article, all payments made to the Bank in respect of the guarantee contract are in the same currency of the loan, except in the case of a loan endorsed as part of special operations the rules and provisions determine otherwise; and
(c) It shall also be concluded that the Bank may terminate its liability in respect of the interest, if, in the event of the default on the part of the borrower and the guarantor, if any, the Bank offers to acquire the interest accumulated to a date designated in the offer, the bonds or other securities endorsed.
3. In the case of direct loans or loans endorsed by the Bank, this:
(a) In establishing the terms and conditions of the transaction, it shall take into account the terms and conditions in which the Bank obtained the corresponding funds.
(b) Where the beneficiary is not a member country, it may, if it considers it appropriate, request that the member in whose territory the project is to be carried out, or a public entity or institution of that member acceptable to the Bank, ensure repayment of principal and payment of interest and other charges on the loan.
(c) The currency in which all payments resulting from the contract must be satisfied to the Bank shall be expressly terminated. However, it shall leave to the choice of the borrower that such payments may be made in gold or in a convertible currency or, on the basis of the Bank, in any other currency; and
(d) You may add any other terms or conditions that you deem appropriate to safeguard, both the interests of the member country directly involved in the project, and the interests of the members as a whole.
Art. 19. Commissions and rights.
1. The Bank will charge a commission for the direct loans made and the guarantees granted as part of its current operations. This commission, payable on a regular basis, shall be calculated on the outstanding amount of each loan or guarantee and shall not be less than 1 per 100 per year, unless the Bank, after the first ten years of operation, decides to change this minimum rate, a two-thirds majority of its members representing at least three-quarters of the total voting potential of the movements.
2. By endorsing a loan as part of its current operations, the Bank will charge interest rate rights established by the Board of Directors, payable on a regular basis on the outstanding amount of the loan.
3. The Board of Directors shall determine the other charges to be made by the Bank in its current operations, as well as the fees, duties and other charges in its special operations.
Art. 20. Special reservation.
The amount of fees received by the Bank under Article 19 shall be separated to form a special reserve for the purpose of meeting its obligations under Article 21. The special reserve shall be kept in the form of liquidity permitted by this Agreement and determined by the Board of Directors.
Art. 21. Method of servicing obligations (current operations).
1. The Bank may request an appropriate amount of the subscribed capital not paid up, pursuant to the provisions of paragraph 4 of Article 7., where it deems it necessary to meet contractual interest payments, other charges or write-downs of loans taken by the Bank or to meet its obligations towards similar payments of loans secured by the Bank and attributable to its ordinary capital resources.
2. In cases of non-compliance with a loan made from funds obtained by the Bank on loan or guaranteed as part of its current operations and if it is estimated that this default can be long-term, the Bank may request an additional amount of undisbursed capital, which shall not exceed 1 per 100 of the total subscribed by the members each year, for the following purposes:
(a) Amortise before maturity or otherwise settle its obligations in respect of the total or part of the principal outstanding of any loan secured by it and defaulted on by the debtor; and
b) Rescue or otherwise settle their obligations in respect of the total or part of their own outstanding loan.
Art. 22. Method of servicing loan obligations for special funds.
To satisfy any obligation arising from the application for a loan of funds for inclusion in special resources belonging to a Special Fund, the corresponding payments shall be made from:
i) First of all, any reservation established for that purpose for the Special Fund concerned or within it; and
ii) Then any other assets available in the special resources belonging to that Special Fund.
CHAPTER IV
Borrowing and additional powers
Art. 23. General powers.
In addition to those provided for in other paragraphs of this Agreement, the Bank shall have the following powers:
(a) Take funds on loan in the member countries or elsewhere and, for that purpose, provide the subsidiary guarantee and other guarantees as available, provided that:
i) Before the sale of its obligations on the market of a member country has obtained the approval of this;
(ii) Where the Bank's obligations are to be denominated in the currency of a Member State, the Bank has obtained the Bank's approval; and
(iii) Where the funds borrowed are to be included in their ordinary capital resources, the Bank has obtained, where required, the approval of the members referred to in paragraphs (i) and (ii) of this paragraph, so that the product can be freely converted into any other currency.
(b) Buy and sell securities issued or guaranteed by the Bank, or in which it has invested, upon approval of the Member State in whose territory the purchase or sale of those securities is to be made.
c) To support or support securities in which you have invested in order to facilitate your sale.
d) Investing funds that do not require for their operations in which the obligations can be determined, as well as investing funds in their power for pensions or similar purposes in marketable securities.
e) undertake atypical activities in respect of their operations, such as the promotion of financial consortia that serve the Bank's objectives and fall within its functions.
(f) i) Provide all kinds of technical advice and assistance that serve this purpose and fall within its functions; and
(ii) When the expenditure on which it has incurred for such services has not been reimbursed, the Bank's net income shall be charged and, in the first five years of operation, it shall allocate up to 1 per 100 of its paid-up capital for to cover the above expenditure; provided that the Bank's total expenditure for such services does not exceed one-fifth of that percentage during each of the years of the said period; and
g) Exercise as many powers as are required or desired to promote their objectives and functions, on the basis of the provisions of this Agreement.
Art. 24. Special powers of indebtedness.
1. The Bank may request from any African member the granting of loans in its currency, for the purpose of financing expenditure relating to goods or services produced in the territory of the same country and intended for a project to be be executed in the territory of another Member State;
2. The Member African country shall comply with the request made by the Bank, unless it considers economic and financial difficulties which, in its view, may be caused or aggravated by the granting of such a loan to the Bank. The loan shall be made for a period to be agreed with the Bank and shall be related to the duration of the project to be financed by the proceeds of the loan in question; and
3. Unless otherwise agreed by the African Member State, the total amount outstanding of its loan to the Bank, as provided for in this Article, shall in no case exceed the equivalent of the amount of its share in the Bank's share capital. Bank.
4. Loans granted to the Bank, in accordance with the provisions of this Article, shall bear interest payable by the Bank to the creditor member, at a rate corresponding to the average interest rate paid by the Bank on loans. accepted for the Special Funds during the year preceding the conclusion of the loan agreement. In no case shall this exchange rate exceed the maximum rate fixed periodically by the Board of Governors.
5. The Bank shall repay the loan, as well as the corresponding interest, in the currency of the creditor member or in another currency acceptable to it.
6. All the resources obtained by the Bank under this Article shall constitute a Special Fund.
Art. 25. Warning to appear in the values.
Each value issued or endorsed by the Bank shall bear in its former part a visible statement that it is not an obligation of any government, unless, in fact, it is in due time. statement.
Art. 26. Valuation and convertibility of currencies.
When based on this Agreement becomes necessary:
i) Rate a currency from another currency, relative to gold, or from the unit of account defined in
1, b) of Article 5.(ii) Establish if a currency is convertible, such an assessment or decision shall be made reasonably by the Bank, after consulting the International Monetary Fund.
Art. 27. Use of the coins.
1. Member countries shall neither maintain nor impose any restriction on the possession or use by the Bank or any beneficiary thereof, for payments anywhere, of the following:
a) Gold or convertible currencies received by the Bank of its members as payment of capital subscriptions;
(b) Coins of member countries acquired with gold or convertible currencies referred to in the sub-paragraph above;
(c) Coins obtained by the Bank on loan, on the basis of Article 23 (a), for inclusion in its ordinary capital resources;
(d) Gold or coins received by the Bank in payment of principal, interest, dividends or other charges in respect of loans to investments made from the funds referred to in sub-paragraphs (a), (b) and (c), or as payment of fees or rights related to endorsements issued by the Bank, and
(e) Coins, other than their own, delivered by the Bank to a member country for the distribution of the Bank's net income in line with Article 42 of this Agreement.
2. Member countries shall neither maintain nor impose any restriction on the possession or use by the Bank or any beneficiary thereof, for payments anywhere, of the currency of a member, provided to the Bank for other purposes. different from the previous paragraph, except that:
(a) The Member State declares that it wishes the use of that currency to be restricted to the payment of goods or services produced on its territory, or
(b) That currency is part of the Bank's special resources and its use is subject to special rules and provisions.
3. Member countries shall neither maintain nor impose any restrictions on the holding or use by the Bank of coins received by the Bank from the repayment of direct loans made from their ordinary capital and capital resources. intended for redemption, early payment or reacquisition-in whole or in part-from obligations incurred by the latter.
4. The Bank shall not use gold or coins in its possession for the acquisition of other currencies of its members, except:
a) For the purposes of addressing your existing obligations, or
b) Based on a decision of the Board of Directors adopted by a majority of two-thirds of the total voting potential of the members.
Art. 28. Maintenance of the value of foreign currency.
1. Where the currency parity of a member country is reduced in respect of the unit of account defined in paragraph 1 (b) of Article 5 of this Agreement, or, in the view of the Bank, its exchange rate has been considerably depreciated, the Member in question shall pay the Bank, within a reasonable period of time, the amount in its currency necessary to maintain the value of this same currency held by the Bank on account of its capital subscription; and
2. Where the parity of the currency of a Member State is increased in respect of the said unit of account or, in the view of the Bank, its exchange rate has been significantly valued, the Bank shall, within a reasonable period, pay the Member concerned the amount of the in its currency required to adjust the value of this same currency held by the Bank on account of its subscription.
3. The Bank may waive the provisions of this Article where there is a uniform and proportional change in the par value of the currencies of all its members.
CHAPTER V
Organization and address
Art. 29. Board of Governors: Powers.
1. The Board of Governors shall be vested with all the powers of the Bank. In particular, the Board shall establish the general guidelines for the Bank's credit policy.
2. The Board of Governors may delegate all its powers to the Board of Directors, except the following:
a) Reduce the Bank's authorized social capital;
b) Establish or accept the administration of Special Funds;
c) Authorize the conclusion of general cooperation agreements with the authorized African countries that do not yet enjoy a "status" of independence or cooperation agreements with African governments that are not yet members of the Bank, as well as such agreements with other governments and international organizations;
(d) Determine, on the basis of the recommendation of the Board of Directors, the remuneration and conditions of service of the President of the Bank;
e) Set the remuneration of the Directors and their alternates;
f) Select external auditors to certify the overall balance sheet and profit and loss account, as well as select the experts it deems necessary to examine and report on the overall management of the Bank;
g) Approve, after reviewing the auditors ' report, the balance sheet and the Loss and Earnings account, and
h) Exercise other powers expressly provided for by the Board of Governors in this Agreement.
3. The Board of Governors shall hold full powers to exercise its authority in any matter delegated to the Board of Directors on the basis of paragraph 2 of this Article.
Art. 30. Board of Governors: Composition.
1. Each member country shall be represented on the Board of Governors, appointing a Governor and an alternate Governor. It will be people with the greatest competence and extensive experience in economic and financial matters and will have the nationality of the Member States. Each Governor and each alternate shall have a five-year term of office, subject, at any time, to the revocation of his appointment, appointed again or confirmed in his position, at the will of the Member State concerned. No alternate shall vote, except in the absence of his principal. At its annual meeting, the Juma will appoint one of the Governors as President, whose mandate will be extended to the next annual meeting of the Board.
2. The Governors and their alternates shall perform the Bank's non-remuneration, although the Bank may meet the reasonable expenses incurred for its attendance at the meetings.
Art. 31. Board of Governors: Procedure.
1. The Board of Governors shall meet once a year and as many other times as it deems necessary or convened by the Board of Directors. The latter shall convene meetings of the Board of Governors whenever it is requested by five members of the Bank or by members who hold one quarter of the total voting power. All Board of Governors meetings will be held in African member countries.
2. There shall be a quorum at any meeting of the Board of Governors, provided that a majority of Governors or their alternates represent at least two-thirds of the total voting power of the members. The quorum shall include a majority of the Governors or their alternates from African Member States, and at least two Governors or their alternates from non-African Member States. If the Board of Governors is not able to obtain this requirement of subquorum concerning the presence of Governors or their alternates of non-African member countries up to two days before the date fixed for the meeting, it may waive this subquorum requirement.
3. The Board of Governors may establish a procedure whereby the Board of Directors may obtain, when it considers it advisable, a vote of the Governors on a specific question, without the need to convene a meeting of the Board of Governors. Board.
4. The Board of Governors and, to the extent that it is authorized, the Board of Directors, may establish the subsidiary bodies and adopt the necessary or appropriate rules and provisions to direct the Bank's business.
Art. 32. Board of Directors: Powers.
Without prejudice to the powers of the Board of Governors provided for in Article 29 of this Agreement, the Board of Directors shall be responsible for the management of the Bank's general operations. To this end, in addition to the powers expressly conferred upon it by this Agreement, it may exercise all the powers conferred upon it by the Board of Governors, and in particular:
(a) On the recommendation of the President of the Bank, appoint one or more Vice-Presidents of the Bank and establish their terms of service;
b) Preparing the work of the Board of Governors;
c) Following the general guidelines of the Board of Governors, taking decisions on particular direct credits, endorsements, investments in equity participations and loan acceptance by the Bank;
d) Establish interest rates for direct loans and fees for endorsements;
e) Submit the accounts for each financial year and annual memory for approval by the Board of Governors at each annual meeting, and
f) Establish the overall structure of the Bank's services.
Art. 33. Board of Directors: Composition.
1. The Management Board shall be composed of 18 members, who may not be Governors or alternate Governors. Twelve of its members will be elected by the Governors of the African member countries and six members will be elected by the Governors of non-African member countries. Their choice shall be made by the Board of Governors, pursuant to Annex B to this Agreement. In choosing the Board of Directors, the Board of Governors shall take due account of the high level of economic and financial competence required to perform this function. The Board of Governors may only vary the number of members of the Board of Directors by a majority of three-fourths of the total voting power of the member countries, including in terms of the number and election of the Board of Governors. Members of the African Member States, by a majority of two-thirds of the Governors of these countries, and with regard to the number and election of members of non-African member countries, by a majority. of two-thirds of the Governors of non-African members.
2. Each Counsellor shall appoint an alternate, who shall act in his place where he is not present. Members and their alternates shall have the nationality of the Member States, but no alternate may have the same nationality as their Counsellor. An alternate may participate in the meetings of the Board of Directors, but may only vote when he is acting in lieu of his Counselor.
3. The Directors will be elected for a term of three years, and may be re-elected. They will remain in their posts until the election of their successors. If the position of a Counsellor becomes vacant more than one hundred and eighty days before the expiration of its term of office, the Board of Governors shall, at its next meeting, elect a successor in accordance with Annex B to this Agreement, for the remainder of the of that mandate. As long as the position remains vacant, the alternate shall exercise the powers of his former Counsellor, except to appoint an alternate.
Art. 34. Board of Directors: Procedure.
1. The Board of Directors shall function permanently in the Bank's head office and shall meet as many times as required by the Bank's business.
2. There shall be a quorum at any meeting of the Management Board provided that a majority of members representing at least two-thirds of the total voting power of the members are present. The quorum shall include at least one Counsellor from a non-African Member State. If it is not possible for the Board of Directors to obtain this sub-quorum requirement for the presence of at least one Counsellor from a non-African Member State, it may waive the requirement in the following session.
3. The Board of Governors shall adopt provisions allowing a member country which does not have a Counselor of its nationality to be represented at a meeting of the Board of Directors, when this country so requires or is to be treated as a matter which Specially designed.
Art. 35. Votes.
1. Each member shall have 625 votes and, in addition, one vote for each share of the Bank's share capital held by that member, unless, in connection with any extension of the authorized social capital, the Board of Governors agrees that the share capital authorised by such an extension of non-voting rights and that this capital increase is not subject to the priority rights set out in paragraph 2 of Article 6 of this Agreement.
2. In the voting of the Board of Governors, each Governor shall be authorized to compute the votes of the member country he represents. Except where expressly established otherwise in this Agreement, all matters to be dealt with in the Board of Governors shall be decided by a majority of the voting power represented at the meeting.
3. In the votes of the Board of Directors, each Counselor shall be authorized to compute the number of votes that he received for his election and which shall be counted as a unit. Except when otherwise established in this Agreement all matters to be dealt with in the Board of Directors shall be decided by a majority of the voting power represented at the meeting.
Art. 36. The President: Appointment.
The Board of Governors, on the recommendation of the Board of Directors, shall elect the President of the Bank by a majority of the total voting power of its members, including a majority of the total voting power of the members. African. It shall be a person of the highest level of competence in matters relating to the activity, management and administration of the Bank and shall have the nationality of one of the African Member States. During his term of office, neither he nor any Vice President may be Governor or Adviser or alternate. The President's term of office shall be five years. He can be re-elected. However, it may be suspended in office if the Governing Board so decides by a two-thirds majority of the total voting power of its members, including a two-thirds majority of the voting power of the African members. The Management Board shall appoint a sitting President and shall immediately inform the Board of Governors of both its decision and the reasons for adopting it. The Board of Governors will make a final decision in this regard at its next annual meeting, provided that the suspension takes place within the ninety days preceding that meeting; otherwise, it will do so at an extraordinary meeting, which will be held in convened by its President. The Board of Governors may suspend in its duties the President by resolution adopted by a majority of the voting power of its members, including a majority of the voting power of the African members.
Art. 37. Duties of the President.
1. The Chairman shall be the holder of the Board of Directors, but shall not have a vote except for the decision in case of a tie. He may participate, without a vote, in the meetings of the Board of Governors.
2. The President shall be the Bank's chief of staff and shall manage the current operations, under the direction of the Board of Directors. He will be responsible for the organization of officials and employees, whom he will appoint or remove in accordance with the rules established by the Bank. It shall set the terms of its procurement on the basis of criteria for sound financial management and policy.
3. The President shall be the legal representative of the Bank.
4. The Bank shall take the appropriate steps to determine who will legally represent it and shall exercise other functions of the President when the President is absent or is vacant.
5. When appointing officials and staff, the President shall, first of all, take into account the highest levels of efficiency, professional competence and integrity, by hiring them on the basis of the broadest possible geographical spectrum, paying full attention to the Bank's African character, as well as to the participation of non-African countries.
Art. 38. Prohibition of political activity: International character of the Bank.
1. The Bank shall not accept loans or assistance that may in any way prejudice, limit, divert or otherwise alter its social object and its functions.
2. The Bank, its President, Vice-President, officials and employees shall not interfere in the political affairs of any Member State, nor shall they be influenced in their decisions by the political character of the Member State concerned. Only the economic criteria will be relevant to your decisions. Such considerations shall be impartially weighted for the purpose of achieving and executing the Bank's tasks.
3. In the performance of his duties, the President, Vice-President, officials and employees of the Bank shall be required to obey this and no other authority. Each member of the Bank shall respect the international character of this duty and shall refrain from any attempt to influence those in the exercise of his duties.
Art. 39. Headquarters and offices of the Bank.
1. The head office of the Bank shall be located in the territory of an African Member State. The choice of location of the location of the seat of the Bank shall be made by the Board of Governors at its first meeting, taking into consideration the availability of facilities for the proper functioning of the Bank.
2. Without prejudice to Article 35 of this Agreement, the choice of the location of the Bank's head office shall be made by the Board of Governors with the conditions applied for the adoption of this Agreement.
3. The Bank may establish branches or agencies elsewhere.
Art. 40. Communication ways: Depositary.
1. Each Member State shall designate the appropriate authority with which the Bank may communicate in relation to any matter raised by this Agreement.
2. Each Member State shall designate its National Bank or another institution accepted by the Bank as depositary, in which the Bank may maintain the currency of this Member State, as well as other assets of the Bank.
3. The Bank may maintain its assets, including gold and convertible currencies, in depositaries to be determined by the Board of Directors.
Art. 41. Publication of the Agreement, official languages, information and Memories.
1. The Bank will endeavour to ensure that the text of this Agreement and all its important documents can be obtained in the main languages used in Africa. The official languages of the Bank shall be, as far as possible, African, English and French languages.
2. Member countries shall provide the Bank with all the information it requires for the proper development of its tasks.
3. The Bank shall publish and report to its members an annual report with a statement of accounts recorded by the auditors. Similarly, it will transmit to its members a succinct financial report and a state of the profit and loss account with the result of its operations. The Annual Report and quarterly reports shall be made on the basis of the provisions of paragraph 4 of Article 13 of this Agreement.
4. The Bank shall also publish as many reports as it deems advisable for the achievement of its objective and its functions, which shall be transmitted to its members.
Art. 42. Distribution of net profit.
1. The Board of Governors will determine annually which part of the Bank's net profit, including the net accumulated benefit to its Special Funds, will be allocated to the surplus-once the appropriate allocations to the reserve-and which part of the have, it will be distributed.
2. The distribution referred to in the preceding paragraph shall be carried out in proportion to the number of shares in each member.
3. Payments shall be made in the form and in the currency determined by the Board of Governors.
CHAPTER VI
Withdrawal and suspension of members, temporary suspension and termination of Bank operations
Art. 43. Withdrawn.
1. Any member may withdraw from the Bank at any time by written communication to the Bank's head office.
2. The withdrawal of a member country shall be effective on the date communicated in its letter, but in no case before the six months from the date on which the Bank has received the notification.
Art. 44. Suspension.
1. If, in the opinion of the Management Board, a member no longer fulfils his obligations to the Bank, the member concerned shall be suspended by the Council by a majority of the members representing, in turn, a majority of the voting power. total; including, in the case of an African member, a majority of the total vote of African member countries, and in the case of a non-African member, a majority of the total votes of non-African member countries. The decision to suspend a member shall be subject to the review by the Board of Governors at an extraordinary meeting convened for that purpose by the Management Board or at the next annual meeting, according to which it shall take place in the first place. term, and the Board of Governors may decide to revoke the suspension, using the same majorities as indicated above.
2. A member who has been suspended shall automatically cease in his or her condition as such for one year from the date of the suspension, unless the Board of Governors agrees, by the same majority, to restore the good reputation of that member. member.
3. During the suspension, the member concerned shall not be authorised for the exercise of any of the rights agreed in this Agreement, except for the right to withdraw, but shall be subject to all obligations.
Art. 45. Clearance of accounts.
1. Subsequently, to the date on which a Member State ceases to be a member (hereinafter referred to as "the date of termination"), the latter shall retain its responsibilities for the direct obligations and for the contingent liabilities it has with the Bank, as long as it remains pending any part of the loans or guarantees contracted before the date of termination, on the other hand, it shall not incur liability in respect of loans and guarantees subsequently initiated by the Bank or participate in revenue or expenditure of this.
2. At the time when a State ceases to be a member, the Bank shall provide for the reacquisition of its shares as part of the clearance of accounts with that State, in accordance with paragraphs 3 and 4 of this Article. For this purpose, the repurchase price of the shares shall be the value shown by the Bank's books at the date of termination.
3. The payment of shares acquired by the Bank on the basis of this Article shall be subject to the following conditions.
(a) Any amount due to the State in question for its shares will be withheld as long as the State, its National Bank or one of its agencies maintains obligations as borrowers or guarantors, in front of the Bank, which may choose because the amount is intended to cover these liabilities as they are due. No amount may be withheld from the obligation incurred by that State in the subscription of shares on the basis of the provisions of Article 7 (4). of this Agreement. In no case, the amount due to a member for its shares will be paid up to six months after the cessation date.
(b) The payments for shares may be made in particular against their delivery by the government of the State concerned, to the extent that the amount corresponding to the reacquisition, in line with paragraph 2 of the this article exceeds the cumulative amount of the obligations arising from the loans and guarantees referred to in sub-paragraph (a) of this paragraph, until the total reacquisition price has been received by the member who has ceased.
(c) Payments shall be made in the currency of the receiving State or, if not available, in gold or convertible currency.
(d) If the Bank suffers losses in the collateral or loans outstanding at the date of termination and the amount of such losses on the same date exceeds that of the reserve provided for that purpose, the State in question will reintegrate, on demand of the Bank, the amount in which the reacquisition price of its shares would have been reduced from having taken into account these losses, at the time of setting such a price.
In addition, the ceased member shall retain its obligation upon payment of the undisbursed capital, in accordance with the provisions of paragraph 4 of Article 7, to the extent that it would have been required to do so if the capital would have taken place, at the time of establishing the reacquisition price of its shares.
4. If the Bank terminates its operations under Article 47 of this Agreement, within six months of the date of termination, all the rights of the State concerned shall be determined in accordance with Articles 47 to 49.
Art. 46. Temporary suspension of operations.
In the event of an emergency, the Board of Directors may temporarily suspend operations in respect of new loans and guarantees, pending subsequent consideration and actions of the Board of Directors. Governors.
Art. 47. End of operations.
1. The Bank may finalize its operations relating to new loans and guarantees by a decision of the Board of Governors, adopted by a majority of the total voting power of the members, including a majority vote of the members.
2. After such termination, the Bank shall suspend all its activities, except those relevant to an orderly conduct, defense and conservation of its assets and settlement of its obligations.
Art. 48. Liability of members and payment of claims.
1. If the Bank's operations are terminated, the responsibility of all its members in respect of the undisbursed capital and the depreciation of its currencies shall be maintained until all claims by the creditors have been settled, including contingent claims.
2. All creditors in possession of direct claims will be paid from the Bank's assets, and subsequently from the payment requirements to the Bank, from the undisbursed capital. Before making any payment, the Board of Directors shall take the appropriate measures, in its judgment, to ensure a pro rata distribution between the holders of direct and contingent claims.
Art. 49. Distribution of the asset.
1. Case of end of Bank operations no distribution shall be made between the members on account of their subscription of shares in the Bank's share capital until:
i) Have been cleared or enabled all obligations to creditors and
(ii) The Board of Governors has taken a decision to make a distribution. This decision shall be made by the Council with the majority of the total voting power of the members, including a majority of the total voting power of the African members.
2. After having been adopted, in accordance with the preceding paragraph, the decision to make a distribution, the Board of Directors, by a vote with a two-thirds majority, may carry out successive distributions of the assets of the Bank among its members, until all assets have been distributed. The distribution shall be subject to the prior release of all claims that the Bank has pending against each of its members.
3. Prior to the distribution of the asset, the Board of Directors shall fix the proportional share of each member in accordance with the ratio of its shares to the Bank's total outstanding shares.
4. The Board of Directors shall appraise the assets to the date of distribution and shall proceed to its distribution as follows:
(a) Each member shall be paid in his or her own obligations or those of its official agencies or legal entities within its territory, in so far as they are available, an amount equivalent in value to their participation. Proportional to the total amount to be distributed.
(b) The balance in favour of a member, after payment in accordance with the preceding sub-paragraph, shall be paid in the currency of his country, in so far as the Bank has available it, up to an amount equivalent to that balance.
(c) The balance in favour of a member, after payment in accordance with sub-paragraphs (a) and (b) of this paragraph, shall be paid to him in gold or currency acceptable to that member, in so far as the Bank has them, up to a amount equivalent to that balance.
(d) Assets that may remain in the Bank's power, once payments are made in line with sub-paragraphs (a), (b) and (c), shall be prorated among members.
5. Any member receiving assets distributed by the Bank, on the basis of the preceding paragraph, shall enjoy the same rights as the Bank prior to its distribution in respect of those assets.
CHAPTER VII
Status, immunity, exemptions, and privileges
Art. 50. Status.
To enable the Bank to fulfill its purpose and functions entrusted to it, the Bank will have full international personality. For this purpose, it may establish agreements with members, non-member States and international organisations. For the same purpose, the "status", immunity, exemptions and privileges referred to in this Chapter shall be granted to the Bank in the territory of each Member State.
Art. 51. Status in the member countries.
Within the territory of each member the Bank will have full legal personality and especially full capacity to:
a) hire;
b) acquire and dispose of movable and immovable property; and
c) initiate legal proceedings.
Art. 52. Court proceedings.
1. The Bank shall enjoy immunity from any form of legal process, except in the cases arising from the exercise of its power of indebtedness, in the circumstances of which it may appear before a court of the competent jurisdiction in the the territory of the Member State in which the Bank has its registered office or in the territory of a Member State or non-member where it has appointed a proxy for the purpose of accepting the delivery of a summons or process communication or where it has issued securities endorsed. However, no legal action will be initiated by the members or persons acting on behalf or in connection with claims.
2. The assets and assets of the Bank, irrespective of the place where they are located and the depositary, shall enjoy immunity from embargoes, apprehensions or executions of any kind until a final judgment has been made public. against the Bank.
Art. 53. Immunity from the asset and files.
1. The assets and assets of the Bank, irrespective of the place where they are located and of the depositary, shall enjoy immunity from records, requisitions, confiscations, expropriations or any other form of seizure or seizure. the executive or legislative action.
2. The files of the Bank and in general all the documents of their property or in their possession shall be inviolable, wherever they are located.
Art. 54. Freedom of possession of assets.
To the extent required for the purpose and functions of the Bank and subject to the provisions of this Agreement, the Bank's property and other assets shall be free of restrictions, regulations, controls and moratoriums of all kinds.
Art. 55. Privilege for communications.
Each member country shall grant to the official communications of the Bank the same treatment as it grants to the official communications of the other members.
Art. 56. Immunities and privileges of staff.
All Governors, Directors, alternates, Bank officials and employees, as well as experts and advisors who perform tasks for the Bank:
i) shall be granted immunity for any legal process affecting the acts which they carry out in the performance of their duties;
ii) Those who do not have the nationality of the country in which they are located shall be granted the same immunities as regards restrictions on immigrants, requirements for the registration of aliens and the provision of military service; as the same facilities for currency convertibility, which are enjoyed by representatives, officials and employees of similar rank in the other member countries, and
(iii) The same treatment shall be guaranteed for travel facilities which are enjoyed by representatives, officials and employees of similar rank in the other Member States.
Art. 57. Tax exemption.
1. The Bank, its assets, other assets, income and transactions and transactions will be exempt from taxes and duties of any kind. The Bank shall also be exempt from any obligation to pay, retain or collect any taxes or duties.
2. Salaries and emoluments paid by the Bank to its directors, alternates, officials and professional staff shall not be taxed at any rate.
3. Any obligations or securities issued by the Bank, including its dividends or interest, shall not be taxed at any rate, regardless of who owns it:
(i) that constitutes discrimination with respect to that obligation or value for the sake of having been issued by the Bank
or(ii) if the only legal basis for such a charge is the place or currency in which they have been issued are payable or have been paid or the location of any office or place of business of the Bank.
4. No obligations or securities endorsed by the Bank, including its dividends or interest, shall be taxed at any rate, irrespective of who is the holder:
(i) which constitutes discrimination in respect of that obligation or value for the sake of having been endorsed by the Bank; or
(ii) if the only legal basis for such a charge is the location of any office or place of business of the Bank.
Art. 58. Application notification.
Each Member State shall inform the Bank of the specific actions it has taken to make the provisions of this Chapter effective on its territory.
Art. 59. Application of immunities, exemptions and privileges.
The immunities, exemptions and privileges set out in this Chapter are agreed upon by the Bank on account of its interests. To the extent and under such conditions as it deems appropriate, the Board of Directors may waive the immunities and exemptions referred to in Articles 52, 54, 56 and 57 of this Agreement, in cases where its action may, in its opinion, serve as a means of better the interests of the Bank. The President shall have the right and the duty to abolish the immunity of any official in cases where, in his judgment, this immunity would prevent the course of Justice and may be abolished without prejudice to the interests of the Bank.
CHAPTER VIII
Amendments, Interpretation, Arbitration
Art. 60. Modifications.
1. Any proposal to introduce amendments to this Agreement, from a member country, a Governor or the Board of Directors, shall be communicated to the holder of the Board of Governors, who shall, in turn, submit it to the Board. If the proposed modification is approved by the latter, the Bank will ask its members to circulate or telegram, if they also accept. The Bank shall certify the fact of the approval by means of a formal communication addressed to its members, if two-thirds of these, which have three-quarters of the total voting potential, including two-thirds of the African members who represent three-quarters of the total voting potential, including two-thirds, accept the proposed modification;
2. Without prejudice to the provisions of paragraph 1 of this Article, the voting majorities provided for in Article 3 shall only be amended by the voting majorities referred to in that Article; and
3. Without prejudice to the provisions of paragraph 1 of this Article, the acceptance of all members shall be specified for any modification affecting:
(i) the right guaranteed in paragraph 2 of Article 6. of this Agreement;
(ii) the limitation of liability set out in paragraph 5 of that Article; and
(iii) the right to withdraw from the Bank provided for in Article 43 of this Agreement.
4. The amendments shall enter into force for all members within three months of the date of formal communication set out in paragraph 1 of this Article, unless the Board of Governors specifies a different time limit.
5. Without prejudice to the provisions of paragraph 1 of this Article, three years after the entry into force of this Agreement at the latest and in the light of the experience of the Bank, the rule according to which each Member State should have a vote shall be examined by the Board of Governors or at a meeting of the Heads of State of the Member States, in accordance with the conditions applied for the adoption of this Agreement.
Art. 61. Interpretation.
1. The English and French texts of this Agreement shall be deemed to be equally authentic.
2. Any question of interpretation of the provisions of this Agreement which arises between any member and the Bank or between members of the Bank shall be subject to the decision of the Board of Directors. In the absence of an adviser of the nationality of the country directly affected by the matter under consideration, this Member State shall be authorised to be directly represented in the case for this particular matter. This right of representation shall be governed by the Board of Governors.
3. In cases where the Management Board has taken a decision on the basis of paragraph 2, any member may request that the matter be referred to the Board of Governors, the decision of which shall be requested within three months. months-for a procedure to be established in line with paragraph 3 of Article 31 of the Agreement. This decision shall be final.
Art. 62. Arbitration.
Case of a dispute between the Bank and the Government of a State that has ceased as a member or between the bank and any member after the completion of the bank's operations, the dispute will be submitted to the arbitration of a court composed of three arbitrators. One of them shall be appointed by the Bank, another by the Government of the State concerned and the third, unless otherwise agreed by the parties, shall be appointed by the authority prescribed in the provisions adopted by the Board of Governors. The third arbitrator shall have full powers to establish all procedural matters in cases where there is no agreement in this respect between the parties.
CHAPTER IX
Final Provisions
Art. 63. Signature and deposit.
1. This Agreement, deposited close to the Secretary-General of the United Nations (hereinafter referred to as the "Depositary"), shall remain open for signature by the Governments of the States whose names are listed in Annex A to this Agreement, until 31 December 1963.
2. The depositary shall provide certified copies of this Agreement to all signatories.
Art. 64. Ratification, acceptance, access and acquisition of membership.
1. (a) This Agreement shall be subject to ratification or acceptance by the signatories. The instruments of ratification or acceptance shall be deposited by the signatory governments near the depositary before 1 July 1965. The depositary shall notify each deposit and its date to the other signatories.
(b) States that deposit their instrument of ratification or acceptance prior to the date of entry into force of this Agreement shall be considered to be members of the Bank on that date. Any other signatory that complies with the provisions of the preceding paragraph shall be considered a member of the Bank on the date on which it deposits its instrument of ratification or acceptance.
2. African States which do not acquire the quality of members of the Bank in accordance with the provisions of paragraph 1 of this Article may become members after the entry into force of the Agreement, by means of access on the basis of determine the Board of Governors. The Government of the State in question shall deposit on the date fixed by or before the Board, an instrument of access to the depositary, which shall notify the deposit and the date on which it has been made to the Bank and the participating parties. to this Agreement. The State in question shall become a member of the Bank on the date fixed for that purpose; and
3. When depositing its instrument of ratification or acceptance a member may declare that it reserves itself and its political subdivisions the right to tax the salaries and emoluments that the Bank pays to the citizens of this member country, nationals or residents.
Art. 65. Entry into force.
This Agreement shall enter into force upon deposit of the instruments of ratification or acceptance by 12 signatory governments, whose initial subscriptions as a whole, as set out in Annex A to the Agreement, comprise at least 65 per 100 of the Bank's authorised registered capital (*), although this Agreement may not enter into force before 1 January 1964, in accordance with the provisions of this Article.
(*) The words "authorized social capital of the Bank" should be construed as referring to such authorized capital only equivalent to 211.2 million units of account and corresponding to the total cumulative number of shares, for to be subscribed by the States which have access to the status of members, in line with Article 64 (1) of the Agreement. See the Memorandum deposited near the Executive Secretary of the Economic Commission for Africa of the United Nations on the interpretation of Article 65 of the Agreement on the Constitution of the African Development Bank, annexed to the Final Act of the Conference.
Art. 66. Start of operations.
1. As soon as this Agreement enters into force, each member shall appoint a Governor, and the Trustee appointed for this purpose and for the purposes indicated in paragraph 5 of Article 7. º of the Agreement, shall convene the first meeting of the Board of Directors. Governors.
2. At its first meeting, the Board of Governors:
(a) You shall elect nine Bank Directors in accordance with the provisions of paragraph 1 of Article 33 of this Agreement
and(b) Instrumentation shall take the necessary steps to establish the date on which the Bank will commence its operations.
3. The Bank shall notify its members of the date on which it initiates its operations.
Given in Khartoum on August 4, 1963, in a single copy in English and French.
ANNEX A
INITIAL SUBSCRIPTION IN THE AUTHORIZED CAPITAL OF THE BANK (*)
| Shares disbursed | Actions not disbursements | Total
Subscription in millions of units
| |
|---|---|---|---|
| 1. Algeria | 1.225 | 1.225 | 24.50 |
| 2. Burundi | 60 | 60 | |
|
3. Cameroon | 200 | 200 | 4.00 |
| 4. CAR | 50 | 50 | 1.00 |
| 5. Chad | 80 | 80 | |
|
6. Congo (Brazzaville) | 75 | 75 | |
|
7. Congo (Leopoldville) | 650 | 650 | |
|
8. Dahomey | 70 | 70 | |
| 9. Ethiopia | 515 | 515 | 10.30 |
|
10. Gabon | 65 | 65 | |
| 11. Ghana | 640 | 640 | 12.80 |
| 12. Guinea | 125 | 125 | |
| 13. Ivory Coast | 300 | 300 | 6.00 |
|
14. Kenya | 300 | 300 | 6.00 |
| 15. Liberia | 130 | 130 | 2.60 |
| 16. Libya | 95 | 95 | 1.90 |
|
17. Madagascar | 260 | 260 | 5.20 |
| 18. Mali | 115 | 115 | |
| 19. Mauritania | 55 | 55 | |
| 20. Morocco | 755 | 755 | 15.10 |
| 21. Niger | 80 | 80 | |
| 22. Nigeria | 1.205 | 1.205 | 24.10 |
| 23. Rwanda | 60 | 60 | |
|
24. Senegal | 275 | 275 | 5.50 |
| 25. Sierra Leone | 105 | 105 | |
| 26. Somalia | 110 | 110 | 2.20 |
|
27. Sudan | 505 | 505 | 10.10 |
| 28. Tanganica | 265 | 265 | 5.30 |
|
29. Togo | 50 | 50 | 1.00 |
|
30. Tunisia | 345 | 345 | 6.90 |
| 31. Uganda | 230 | 230 | 4.60 |
| 32. UAR (Egypt) | 1,500 | 1,500 | |
| 33. High Volta | 65 | 65 |
(*) Regional countries. August 1967.
ANNEX B
DIRECTORS ' ELECTIONS
1. Indivisible vote.
For the election of the Directors each Governor shall issue all the votes of the member country representing in favour of a single person.
2. African Directors.
(a) The 12 persons who obtain the highest number of votes cast by the Governors, representing the African members, shall be elected as Directors, with the exception that no person shall be deemed elected to obtain less than 8 percent of the total voting power of the African members.
(b) If no 12 persons are elected in the first ballot, a second vote shall be taken, in which the candidate who obtained the lowest number of votes in the previous vote and in the vote shall be deemed ineligible. which may only cast their vote:
i) Governors who in the preceding vote would have voted for a person who was not elected; and
(ii) Governors whose votes for a person is deemed to have been in accordance with paragraph 2 (c) of this Annex have raised the total voting power of the African members by more than 10 per 100, the votes cast in favour of the person.
c.i) To determine whether the votes cast by a Governor have risen above 10 per 100 of the total votes cast in favour of a person it shall be estimated that the said 10 per 100 includes, in the first place, the votes of the Governor who has issued the highest number of votes for that person, and then in descending order, the votes of each Governor who has issued the highest number to reach 10 per 100.
(ii) Any Governor whose votes are to be partially computed to raise the number of votes obtained by a person above 8 per 100 shall be deemed to have cast all votes for that person, even if the total number of votes obtained by that candidate exceeds 10 per 100.
d) If, after the second vote, 12 persons are not elected, further votes shall be taken in accordance with the principles set out in this Annex, but after 11 persons have been elected the twelfth may -without prejudice to the provisions of paragraph 2 (a) of this Annex-by a simple majority of the remaining votes. It will be estimated that all these remaining votes have been directed towards the choice of the 12th Director.
3. Non-African directors.
(a) The six persons who obtain the highest number of votes cast by the Governors representing non-African members shall be elected as Directors, with the exception that they shall not be deemed to be elected person who gets less than 14 percent of the total voting power of non-African members.
b) If no six persons are elected in the first ballot, a second vote shall be taken, in which the candidate who obtained the lowest number of votes in the previous vote and in the vote shall be deemed ineligible. which may only cast their vote:
i) Governors who in the preceding vote would have voted for a person who was not elected; and
(ii) Governors whose votes by an elected person is deemed to have, in accordance with paragraph 3 (c) of this Annex, raised above 19 per 100 the total voting power of non-African members the votes cast in of that person.
c.i) To determine whether the votes cast by a Governor have risen above 19 per 100 of the total votes cast in favour of a person, it shall be estimated that the said 19 per 100 includes, in the first place, the votes of the Governor who has issued the highest number of votes for that person, and then in descending order, the votes of each Governor who has issued the highest number of votes to 19 per 100.
APPENDIX II
Concerning the general extension of the social capital of the African Development Bank and related subscriptions related to the admission of non-African member countries
Resolution number 06-79, adopted at the 5th Plenary Session of the 15th Annual Meeting, on May 17, 1979
THE BOARD OF GOVERNORS
Considering items 5.or, 6.or, 7.or and 29 of the Bank's Constitution Agreement;
recalling its Resolution number 0/1979, which agreed to amend the Bank's Constitution Agreement, in order to enable its entry into non-African countries;
Acknowledging the need to expand the Bank's authorized capital to enable the sharing of shares among non-African States wishing to acquire the status of Bank members under the Constitution Agreement modified.
Acknowledging the need for the Bank's current members to accept a part of the new capital increase sufficient to preserve the Bank's African character, in accordance with the spirit and letter of its Resolution No 2/1978, adopted on 4 May 1978 in Libreville.
AGREE ON HOW MUCH REMAINS
1. This allows a social expansion of the Bank from 1.220,000,000 units of account to 5,250,000,000 units of account, by issuing 403,000 new shares for a value to the par of 10,000 units of account (1) each action.
2. The Bank's total capital will be distributed for subscription between African and non-African members of the Bank, so that the capital to be placed among African members does not exceed 3,500,000,000 units of account and the total amount to place among non-African members does not exceed 1,700,000,000 units of account.
3. A quarter of the total of the share capital subscribed to by each member after the entry into force of this resolution shall consist of shares disbursed and three-quarters of undisbursed shares.
4. The capital available for placement among non-African members shall be distributed for subscription among the countries listed in Appendix 4 of this resolution in accordance with the number of shares appearing in front of each of them.
5. The capital available for placement among African members shall be distributed for subscription as provided for in paragraph 2 of Article 6.or of the Bank's Constitution Agreement; that is, each member shall be assigned a a proportion of its share in the Bank's share capital prior to the entry into force of this resolution.
6. African members will be able to cash out the amount of the shares to be disbursed that they have subscribed through one of the following options:
(a) Cash payment in five annual instalments of equal amount, at least 50 per 100 of each payment shall be made in convertible currency and the remainder in the currency of the member country, or,
(b) Payment in five annual instalments of the same amount, each of which shall consist of 20 per 100 in convertible currency, cash, and 80 per 100 in the form of a debt instrument, non-negotiable and without interest, denominated in units of account of the Bank, which shall be redeemable in convertible currency in ten annual payments of the same amount, from the fifth year of the due date fixed for the first period.
Each African member will report to the Bank prior to the date of the first term, the option it wishes to exercise. The payment of the first term shall expire within thirty days of the date of subscription.
7. Non-African members shall subscribe and make cash the payment of the shares assigned to them, in accordance with the rules governing the admission of non-African countries as members of the Bank, which shall apply simultaneously to the terms of this resolution, to the extent that they do not contradict those.
8. Each country shall have the right to use the votes representing the total shares it has subscribed to; however, in the event that it does not fully or partially pay for the payment of a period corresponding to the subscription of the shares paid out, the the number of votes that member may use will be reduced proportionally in the same relationship as that non-payment, with the total of your subscription of shares released until the time you have recovered the said payment backlog.
9. The distribution of the shares authorised by this resolution shall take effect on the dates of deposit at the Bank's head office, before 1 January 1981, of the subscription scriptures, on the basis of which the Member States accept the actions that have been assigned to them, or at a later date if the Board of Directors so determines.
10. The extension shall be effective only if the following requirements have been met before 1 January 1981, or at a later date to be determined by the Management Board:
(a) The amendments to the Bank's Constitution Agreement referred to in the resolution concerning the amendment of the said Agreement concerning the admission of non-African countries have entered into force.
b) That the general rules referred to in the resolution entitled "General rules governing the admission of non-African countries as members of the Bank" have entered into force.
(c) A minimum of 34 members have given their conformity to the deposit in the Bank of appropriate instruments for the subscription of a minimum of 204,000 shares in the approved capital increase, in accordance with paragraph 9 of the present resolution.
11. If the amendment making the special drawing rights (SDR) of the African Development Bank (Resolution 6/1978) has not been ratified before 19 May 1979, its ratification procedure will be postponed. for two years from the date on which this resolution should have entered into force. There shall be no obligation to maintain the value of the shares disbursed or not disbursed until the time when the Management Board of the African Development Bank has established that the SDR has been definitely applied as the unit of account applicable to members ' subscriptions in the BIRD for the purposes of maintaining the value provisions of their Charter. In so far as there is no value maintenance, the adjustment of the votes will be discussed on the occasion of the next capital application, without detriment to the rights of priority.
12. The President of the Bank, in close contact with the Board of Directors, shall take all appropriate measures to implement this resolution.
(1) In order to establish the equivalence between the different currencies in which the subscription is made and the units of account of the Bank, the national currencies are translated into the exchange rates in force on 17 May 1979, as provided by the International Monetary Fund and listed in the Appendix to this Resolution, and subsequently converted into units of account of the Bank at a rate of exchange of a US dollar unit 1.20635.
APPENDIX III
Concerning the adoption of general rules governing the admission of non-African countries as members of the Bank
Resolution 07-79, adopted at the 5th Plenary Session of the 15th Annual Meeting, on May 17, 1979
THE BOARD OF GOVERNORS
Considering items 1.or 2.or, 3.or, 5.or (3), 6.or, 7.or, 29 and 60 of the Agreement establishing the African Development Bank (" the Constitution Agreement of the Bank ").
Remembering the terms of the Board resolution number 02-1978, relating to the mobilization of resources by the Bank by the admission of non-African countries as members.
Having presented the steps taken by the Board to achieve the objectives set out in that resolution; in particular the adoption of resolution number 06-1979 to extend the Bank's authorized social capital and the resolution number 05-1979 aimed at making appropriate modifications to the Bank's Constitution Agreement to allow non-African countries to enter it.
Taking good note that, in response to the invitation contained in resolution number 02-1978, several non-African countries have expressed interest in accessing the status of Bank members.
Acknowledging that, in order to facilitate the admission of these countries, it is essential to establish special rules that prescribe the conditions for the issuance of shares to be subscribed by them and to regulate other related matters to this end.
Decides to adopt the rules referred to as "General rules governing the admission of non-African countries as members of the Bank", which are annexed to this Resolution.
ANNEX
GENERAL RULES GOVERNING THE ADMISSION OF NON-AFRICAN COUNTRIES AS MEMBERS OF THE BANK
Paragraph 1. Conditions for the admission of non-African members.
Non-African countries that are or are to be made in the future members of the African Development Fund, or who have contributed or are contributing contributions to the African Development Fund under terms and conditions similar to those of the African Development Fund. established in the Agreement on the Constitution of the African Development Fund, may accede to the condition of non-African founding members of the Bank, provided that on 11 January 1981, or at a later date to be determined by the Council of Administration, the following requirements have been met:
(a) The amendments to the Bank's Constitution Agreement referred to in the resolution concerning the amendment of the said Agreement concerning the admission of non-African countries have entered into force.
(b) The extension of the authorised social capital provided for in the resolution on the said extension and the consequent subscriptions to the admission of non-African countries as members of the European Parliament Bank.
c) That a minimum of ten non-African countries, including at least four countries whose individual contributions to the African Development Fund will total a minimum of 40,000,000 UC each, have given their agreement to the deposit in the Bank of appropriate instruments for the subscription of a total of 90,000 shares in the share capital, in accordance with paragraph 2 of this Annex. Subscriptions of social capital by each non-African country shall be in an appropriate relationship with their respective contributions to the African Development Fund and shall be in accordance with the amounts set out in Appendix 4 attached.
Paragraph 2. Subscriptions of social capital.
(a) Non-African countries listed in the resolution annexed to Appendix 4 may subscribe to a total of 175,000 shares in the share capital.
(b) Each country may agree to subscribe to a number of shares not exceeding the number assigned to it in Appendix 4, while declaring the Bank that it has taken the necessary measures to authorize its subscription and provide the Bank with the information it requests. In exceptional cases, where the subscription agreement cannot be facilitated by a country due to its legislative practice, the Bank may accept a subscription agreement containing the proviso that the subscription is subject to the budgetary allocation.
(c) Each country's subscription of the paid-up shares shall be made in the following terms and conditions:
i) The subscription price for each share shall be 10,000 UC, as set out in sub-paragraph 1 (a) of Article 5. of the Bank's Constitution Agreement.
(ii) Payment of the amount of the paid-up shares that each country has agreed to subscribe shall be made in five annual instalments of the same amount in convertible currency, in cash or in effect payable to the demand of the Bank. The first payment shall be made within 30 days of admission as a member and the remainder shall be made in four other annual instalments.
(iii) Each deferred payment shall be made in full in the currency of the subscriber country, which shall adopt the provisions which the Bank deems satisfactory in order to ensure that the currency in question shall be freely convertible into currency of other countries to serve the purposes of the Bank's operations.
d) Each country's subscription of the undisbursed shares shall be made in the following terms and conditions:
i) The subscription price for each share shall be 10,000 UC, as set out in sub-paragraph 1 (a) of Article 5. of the Bank's Constitution Agreement.
(ii) Each country's subscription of the undisbursed shares shall be effective upon the deposit of a subscription instrument certifying the unsaved obligation to meet any disbursement requested by the Bank under of the provisions of the Bank's Constitution Agreement. In exceptional cases, where a country is unable to provide this obligation without exception due to its legislative practice, the Bank may accept a subscription instrument stating the proviso that the subscription of the undisbursed capital is subject to budgetary allocation. For the purposes of these General Rules, this 'conditional' subscription shall be referred to as 'without exception' in so far as the country in question informs the Bank of the allocation of the allowance. budget.
(e) Each country shall be entitled to use the votes representing the total of shares which it has subscribed, however, in the event that it does not fully or partially address the payment of a period corresponding to the subscription of the shares. the number of votes that may be used by that member shall be reduced proportionally in the same ratio as that non-payment to the total of the subscription of shares paid up, until the moment when the shares are paid recovered the said payment delay.
Paragraph 3. Requirements for obtaining the non-African member condition.
A non-African country may become a member of the Bank provided that:
(a) The Management Board has established that all the conditions set out in paragraph 1 of this Annex have been met.
(b) The present General Standards, as provided for in paragraph 8; and
, entered into force; and(c) The President declares that the country concerned has met all of the following requirements:
i) That your legal representative has signed the original of the Bank's Constitution Agreement, deposited close to the Secretary-General of the United Nations.
(ii) that an instrument has been deposited near the depositary of the Bank's Constitution Agreement to declare that it has accepted or ratified, in accordance with its legislation, that Agreement, as well as all terms and conditions set out in these General Rules and which has taken the necessary steps to fulfil all of its obligations under the Bank's Constitution Agreement and these General Rules; and
(iii) That it has declared to the Bank that it has taken the necessary steps to sign the Bank's Constitution Agreement and to deposit the deed of acceptance or ratification referred to in paragraphs (i) and (ii) "ut supra". As well as having provided the Bank with the information requested by the Bank in connection with these measures.
Paragraph 4. Additional non-African countries.
Non-African countries not listed in Appendix 4 may obtain the status of members of the Bank in terms determined by the Board of Governors. The latter will establish both the number of shares disbursed and not disbursed that these additional non-African countries will be able to subscribe to the Bank's share capital as their respective contributions to the African Development Fund, having for this purpose, it shall present the conditions for the subscription and contribution of non-African countries listed in Appendix 4, which is attached to this Annex.
Paragraph 5. Non-subscribed capital.
The social capital provided for in paragraph 2 (a) of these General Rules which has not been subscribed by non-African countries listed in Appendix 4 or by additional non-African countries, in accordance with the provisions of the (a) set out in Section 4 of this Annex, within two years from the date of entry into force of these General Rules, may be subscribed by non-African countries which are members of the Bank at that time. Each of these countries will have the right to subscribe to a share of the available capital equivalent to the share of capital already subscribed to the total capital available to non-African members. In each subscription the paid-up and undisbursed capital ratio shall be paid at the same time as a fair relationship between their contributions to the African Development Fund and the social capital subscriptions set out in these Rules. general.
Paragraph 6. Special quorum, potential for vote and representation.
(a) The agreement of the majority of the total number of Governors of non-African members representing at least three-quarters of the total voting potential of non-African member countries will be required to approve any changes affecting the following aspects of the Bank's Constitution Agreement:
i) The number of Governors to be appointed by non-African member countries.
ii) The relationship between the number of African and non-African Councillors.
(iii) The number of Directors to be elected by the Governors of non-African member countries, in accordance with the provisions of paragraph 1 of Article 33 of the Bank's Constitution Agreement.
(b) The proportion of voting capital available to be subscribed by non-African members shall not exceed 33 1/3 per 100 of the total voting potential of the member countries; for this purpose, and without prejudice to the provisions of the Article 5, paragraph 4. of the Bank's Constitution Agreement, any resolution of the Board of Governors regarding an extension of the Bank's share capital shall specify that:
i) In order to prevent the voting potential of African members from falling below the established percentage, any member of this group may subscribe to the shares offered to another member of the non-desired group. subscribe to it, and
(ii) Any member of the group of non-African countries may subscribe to the shares offered to another member of the group that does not wish to subscribe to them;
(c) In the General Statutes or in the Board of Directors ' Rules of Procedure, the appointment of an Accidental Counsellor shall be considered to be the supposition of the Chief Counsel when he or his alternate is unable to attend a meeting of the Board of Directors.
Paragraph 7. Maintenance of the value (1).
If the demand by which special drawing rights (SDR) is made the unit of account of the African Development Bank (resolution 06-78) is not ratified before May 19, 1979, its ratification procedure shall be deferred for two years from the date on which these General Rules should have entered into force. There shall be no obligation on the maintenance of the value of the paid-up and undisbursed shares until the date on which the Management Board of the African Development Bank has established that the SDRs have been definitely applied as an account unit applicable to members ' subscriptions in the BIRD, for the purposes of maintaining the value provisions of their Charter. To the extent that there is no value maintenance, the adjustment of the votes will be discussed on the occasion of the next capital increase, without detriment to the rights of priority.
Paragraph 8. Entry into force.
These General Rules shall enter into force only after the Management Board has established that all the conditions in paragraph 1 of this Annex have been met and that the President has declared that a minimum of ten non-African countries have met all the requirements of paragraph 3 (c) of the same.
(1) To establish the equivalence between the different currencies in which the subscription is made and the units of account of the Bank the national currencies are translated into the exchange rates in force on 17 May 1979, as provided by the International Monetary Fund and listed in Appendix 4 to this Resolution, and subsequently converted into units of account of the Bank at a rate of exchange of unit of dollar US $1,20635.
APPENDIX 4
Initial subscription of non-African countries *
(In authorized social capital of the Bank)
| (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) |
||
|---|---|---|---|---|---|---|---|---|---|
|
| subscribed | subscribed | Number
shares shares subscribed | Number of actions | Subscribe on units of account | U.S. $
Total Subscribed - -
1 UC = 1,20635 | FMI
change Types (17 May from 1979) - National currencies U.S. | Subscription total in currencies | |
|
A fourth paid-up | Three rooms no paid-up | ||||||||
| 1. Argentina | 1.14 | 1,995 | 499 | 1.497 |
19.960,000 | 24,078,746 | 1.239.5 weights | 29,845,605,667 | |
|
2. Austria | 1.14 | 1,996 | 499 | 1.497 | 19.960,000 | 24,078,746 | 14,0475 shillings | 338.246.184 shillings | |
|
3. Belgium | 1.64 | 2,872 | 719 | 2.154 | 28.720,000 | 34.646.372 | 30,5225 francs | 1,057,493,889 francs | |
|
4. Brazil | 1.14 | 1,996 | 499 | 1.497 | 19.960,000 | 24,078,746 | 24,635 crueiros | 593.179,908 crueiros | |
|
5. Canada | 9.60 | 16,800 | 4,200 | 12,600 |
168.000,000 | 202.666,800 | $1,556 | 234.201.754 | |
|
6. Denmark | 2.96 | 5.180 | 1.295 | 3,885 |
51.880,000 | 62.488,930 | 5,3695 crowns | 335.534.310 crowns | |
|
7. Finland | 1.25 | 2.188 | 547 | 1,641 |
21,880,000 | 26.394,938 | 3,968 markkas | 105.283.013 markkas | |
|
8. France | 9.60 | 16,800 | 4,200 | 12,600 |
168.000,000 | 202.666,800 | 4,40775 francs | 893,304,588 francs |
|
| 9. Federal Republic of Germany | 10.54 | 18,444 | 4,611 | 13,833 | 184.440,000 | 222.499.194 | 1,9074 frames | 424.394,963 frames | |
|
10. Italy | 6.19 | 10.832 | 2.706 | 8.124 |
106.320,000 | 130.671,832 | 651.0 liras | 1111.201.729.032 liras | |
|
11. Japan | 14.04 | 24,568 | 6.142 | 18.426 |
245,680,000 | 296.376.068 | 215.1 yens | 63.750.492.227 yens | |
| 12. Korea | 1.14 | 1,996 | 499 | 1.497 | 19.960,000 | 24,078,746 | 485.0 wons | 11.678.191,810 wons | |
| 13. Kuwait | 1.14 | 1,996 | 499 | 1.497 | 19.960,000 | 24,078,746 | 0.27765 dinars | 6,685,464 dinars | |
|
14. Netherlands | 1.95 | 3,412 | 853 | 2,559 | 34.120,000 | 41.160.662 | 2,078 florins | 85,531,856 florins | |
|
15. Norway | 2.96 | 6.180 | 1.295 | 3,885 |
51,800,000 | 62.486,930 | 5,197 crowns ** | 324,754,969 crowns |
|
| 16. Spain | 1.50 | 2,624 | 656 | 1,958 | 26,240,000 | 31.654,624 | 66,064 pesetas | 2.091.231.060 pesetas | |
|
17. Sweden | 3.95 | 6.192 | 1,726 | 5.184 | 69,120,000 | 83.382,912 | 4,385 crowns | 365.634.069 crowns | |
|
18. Switzerland | 3.75 | 6.560 | 1,640 | 4,920 | 65,600,000 | 79,136.560 | 1,727 francs | 136.668,839 francs | |
| 19. UK | 6.19 | 10.832 | 2,708 | 8.124 |
108,320,000 | 130.671,832 | 0.485578 pounds | 63,451,367 pounds |
|
|
20. United States | 17.04 | 29,820 | 7.455 | 22.365 |
298,200,000 | 359.733,570 | $1.0 | 359,733,570 dollars |
|
| 21. Yugoslavia | 1.14 | 1,996 | 499 | 1.497 |
19.960,000 | 24,076,746 | 19,1523 dinars | 461,163.367 dinars | |
|
Unissued Actions | - | - | - | - | - | - | - | - | |
|
| 100.00 | 175,000 | 43,750 | 131,250 | 1,750,000,000 | 2.111.112,500 | - | - | |
* General Council note: The list of the percentage subscribed by non-African countries, susceptible to be made members, in the second column of this table was submitted to the Board of Governors, at the same time as the resolution on general conditions for the admission of non-African countries, being considered an integral part of this resolution. Following the formula set out for calculating the amounts to be subscribed, the financial director provisionally stipulated the figures in columns 3 to 9 of this table.
** Exchange rate of May 18, 1979.
