(a) This Convention shall establish a Multilateral Investment Guarantee Agency (hereinafter referred to as the Agency).

(b) The Agency has full legal personality and, in particular, has the capacity to:

(i)

Contract;

(ii)

Acquire and dispose of movable and immovable property;

(iii)

Legal proceedings.

The Agency's objective is to encourage investment flows for productive purposes between Member States, in particular to the developing Member States, thereby complementing the activities of the International Bank for Reconstruction and Development (hereinafter referred to as the Bank), the International Financial Society and other international development finance institutions.

To this end, the Agency shall:

(a)

Issues guarantees, including co-insurance and reinsurance, against non-commercial risks for investments by Member States in another Member State;

(b)

Contributes, through appropriate complementary activities, to promoting investment flows to and between developing Member States; and

(c)

Exercises any other implied powers that are necessary or conducive to the fulfilment of its mandate.

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

For the purposes of this Convention:

(a)

The term "Member State" means any State for which this Convention has entered into force in accordance with Art. 61.

(b)

The term "host country" or "host government" means any Member State, its government or any public entity of a Member State, in the territories, within the meaning of s. 66, which must be executed the investment which the Agency has guaranteed or reassured or intends to guarantee or to reinsure.

(c)

"Developing Member State" means one of the Member States of the Agency classified in the category of developing Member States set out in Appendix A to this Convention, including any changes that may be To the Appendix by the Board of Governors referred to in Art. 30 (hereinafter referred to as the Board of Governors).

(d)

The term "special majority" means a two-thirds majority of at least the total number of votes representing at least 55 % of the subscribed shares of the capital of the Agency.

(e)

The term "freely usable currency" means

(i)

Any currency designated as such by the International Monetary Fund and

(ii)

Any other currency freely available and usable as the Board of Directors referred to in s. 30 (hereinafter referred to as the Administrative Council) may designate for the purposes of this Convention after consultation with the International Monetary Fund and with the approval of the country whose currency is the national currency.

(a) Membership of the Agency shall be open to all member States of the Bank and Switzerland.

(b) Member States originating in the Agency shall be the States which are listed in Appendix A to this Convention and which acceded to this Convention before 30 October 1987.

(a) The authorized capital of the Agency is 1 billion Special Drawing Rights (SDRs 1 000 000 000). It is divided into 100 000 shares, one peer of SDR 10,000, which can be subscribed by the Member States. All payments by member states in respect of their subscription to capital shall be settled on the basis of the value of the SDR in United States dollars during the period from 1 ^Er January 1981 to June 30, 1985, which is $1.082.

(b) Capital shall be increased upon the accession of a new Member State to the extent that the number of previously authorised shares is insufficient for the new Member State to be able to subscribe to the number of shares provided for in Art. 6.

(c) Capital may at any time be increased by decision of the Board of Governors taken by a special majority.

Each Member State originating in the Agency shall subscribe to the number of actions indicated in relation to its name in Appendix A to this Convention. Each of the other Member States shall subscribe to the number of shares fixed by the Board of Governors, subject to the conditions laid down by the Board of Governors, but to an issue price which cannot under any circumstances be less than the par. The number of shares to be subscribed may under no circumstances be less than 50. The Board of Governors may adopt rules authorising member states to take additional shares of authorized capital.

The initial subscription of each Member State shall be paid as follows:

(i)

Within 90 days after the date on which this Convention enters into force for each Member State concerned, 10 % of the price of each share shall be paid in cash in accordance with the provisions of Section (a) of Art. 8 and 10 % more in the form of promiss-ordered notes or similar non-interest-bearing, non-negotiable instruments, that the Agency shall, on a decision of the Board of Directors, cash in order to meet its obligations.

(ii)

The balance may be called by the Agency when it is required to meet its obligations.

(a) The payment of subscriptions shall be made in one or more freely usable currency (s), except that developing Member States may pay in their national currency up to 25 per cent of the cash portion referred to in Art. 7 (i).

(b) Appeals on any non-paid portion of the subscriptions shall uniformly apply to all shares.

(c) If, having made an appeal of a non-paid portion of the subscriptions to meet its obligations, the Agency shall receive an insufficient amount for that purpose, it shall successively call for new fractions until it has a total of Sufficient amount.

(d) The liability incurred in respect of the shares shall be limited to the unremitted portion of the issue price.

Whenever it is necessary for the purposes of this Convention to determine the value of a currency in relation to another currency, that value shall be reasonably determined by the Agency, after consultation with the International Monetary Fund.

(a) The Agency shall, as soon as possible, reimburse the Member States for the amounts paid as a result of a call for the subscribed capital, provided that:

(i)

That the appeal resulted from the payment of compensation due in respect of a guarantee or reinsurance contract issued by the Agency and that the Agency subsequently recovered all or part of the amount paid in a freely usable currency;

(ii)

That the appeal resulted from a failure to pay a Member State and that that Member State subsequently paid all or part of the amount due; or

(iii)

The Board of Governors decides, by a special majority, that the financial position of the Agency allows for the repayment of all or part of these amounts on the revenue of the Agency.

(b) Any reimbursement paid to the Member States in accordance with this Article shall be made in the freely usable currency (s) chosen by the Agency and each Member State shall receive a share of the reimbursement equal to its share of the total paid To the Agency as a result of appeals before such a refund.

(c) The equivalent of amounts reimbursed to a Member State under this Article shall be included in the callable part of the subscription of the said Member State referred to in Art. 7 (ii).

(a) Subject to the provisions of sections (b) and (c) below, the Agency may guarantee eligible investments against losses resulting from one or more of the following risk categories:

(i)

Transfer risk The fact that the host government itself has made any restriction on the transfer of its currency out of its territory in a freely usable currency or in another currency acceptable to the insured investor, including the fact The host government did not respond within a reasonable period of time to the request for transfer made by the said investor;

(ii)

Expropriation and other similar measures The fact that the host government has taken any legislative or administrative action or that it has failed to take any legislative or administrative action, where that fact has the consequence of depriving the insured investor of his rights in his Capital or its investment or a substantial share of the benefits arising from its investment, with the exception of ordinary non-discriminatory measures of general application that governments normally take to regulate Economic activity in their territories;

(iii)

Contract Break Any denunciation or termination by the host government of a contract concluded with the insured investor, in cases where (a) the insured investor does not have a remedy enabling him to apply to a judicial or arbitral body Decide on an action for termination or breach of contract or (b) a decision is not rendered by such an action within a reasonable period of time, as defined by the guarantee contract in accordance with the Agency's Rules of Procedure, or (c) such a decision shall not Be executed; and

(iv)

Armed conflicts and civil strife Any military action or civil disorder in any territory of the host country to which this Convention is applicable in accordance with Art. 66.

(b) In addition, the Board of Directors, by decision of the special majority, may extend the coverage provided for in this article to non-commercial risks other than the risks referred to in section (a) above, but in no case to Risks of currency devaluation or currency depreciation.

(c) Losses resulting from any of the facts listed below are not covered:

(i)

Any action or omission on the part of the host government to which the insured investor has consented or is duly responsible;

(ii)

Any action or omission on the part of the host government or any other act prior to the conclusion of the guarantee contract.

(a) Eligible investments include equity investments, including medium-and long-term loans granted or guaranteed by the owners of the capital of the undertaking concerned, and all forms of direct investment deemed to be Eligible by the Board of Directors.

(b) Loans other than those referred to in (a) above are eligible (i) if they are used to finance or are related to an investment or a specific project that includes another form of direct investment, whether or not it is guaranteed by The Agency and regardless of the date of the investment, or (ii) if approved by a special majority by the Board of Directors.

(c) The Board of Directors may, by decision of a special majority, extend eligible investments to any other form of medium-or long-term investment.

(d) As a general rule, guarantees are limited to investments whose execution begins after the registration of the request for security by the Agency or the receipt by the Agency of other satisfactory evidence of the intention of the The investor to obtain guarantees from the Agency. Such investments may include:

(i)

Any foreign currency transfer made to modernize, strengthen or develop an existing investment, in which case the initial investment and the additional investment are both eligible investments;

(ii)

The use of the existing investment product that could be transferred abroad;

(iii)

The acquisition of an existing investment by a new qualified investor;

(iv)

Existing investments where an eligible investor is trying to secure an existing and new investment group;

(v)

Existing investments held by an eligible investor in the event of an improvement or expansion of the underlying project or where the investor demonstrates in another way a medium-or long-term commitment in the project, and the Agency Is convinced that the project still has a significant impact on the development of the host country; and

(vi)

Other investments approved by the Board of Directors by a special majority.

(e) When guaranteeing an investment, the Agency shall ensure:

(i)

The investment is economically justified and will contribute to the development of the host country;

(ii)

That such investment complies with the legislation and regulations of the host country;

(iii)

That investment is compatible with the stated objectives and priorities of the host country in the field of development; and

(iv)

The conditions offered for investments in the host country and, in particular, the existence of a fair and equitable system and legal protections.

(a) Any natural person and any legal person may be admitted for the benefit of the guarantees of the Agency, subject to:

(i)

That the said natural person has the nationality of a Member State other than the host country;

(ii)

That the said legal person is constituted in accordance with the law of a Member State and has its principal place of business in that State, or that the majority of its capital is held by a Member State or by Member States or by nationals of that Member State or Of the said Member States (s), provided, in both cases above, that the host country is a different Member State; and

(iii)

That the said legal person, whether or not it belongs to private interests, operates on a commercial basis.

(b) In the event that the investor has more than one nationality, for the purposes of applying section (a) above, the nationality of a Member State shall prevail over that of a non-member State, and the nationality of the host country shall prevail over that of any other State Member.

(c) If jointly requested by the investor and the host country, the Board of Directors, by decision of the special majority, may extend the benefit of the guarantees of the Agency to a natural person who has the nationality of the country Reception, or a legal person incorporated in accordance with the law of the host country, or whose majority of the capital belongs to nationals of that country, provided that the assets in question are transferred from a Member State other than the country Reception in the host country.

Only investments which must be made in the territory of a developing Member State may be guaranteed under this Chapter.

The Agency shall not enter into any guarantee contract before the Government of the host country has approved the granting of the guarantee by the Agency against expressly designated risks.

The Agency shall define the terms and conditions of each guarantee contract in accordance with the rules and regulations adopted by the Board of Directors, on the understanding that it cannot cover the total investment. The President of the Agency shall approve the guarantee contracts in accordance with the directives of the Administrative Council.

The President shall, on the basis of the directives of the Administrative Council, decide on the payment of compensation to an insured investor in accordance with the guarantee contract and the principles defined by the Board of Directors. The guarantee contracts oblige the investor to avail himself, before receiving compensation from the Agency, of any administrative remedies which may be appropriate in this case, provided that the legislation of the host country gives the investor the opportunity To exercise them without difficulty. Such contracts may require the flow of reasonable time between the date of the generator of the claim and the payment of compensation.

(a) When paying or agreeing to pay compensation to an insured investor, the Agency shall be subrogated to the rights or claims that the investor may have, as a result of the insured investment, against the host country and Other third parties. The guarantee contract determines the terms and conditions of the subrogation.

(b) All Member States shall recognise the rights conferred on the Agency under (a) above.

(c) The host country shall accord to the amounts in currency of the host country acquired by the Agency in its capacity as subrogate under (a) above, in respect of their use and conversion, such favourable treatment as The said funds would have been eligible if the insured investor had held them. In any event, the Agency may allocate these amounts to the payment of its administrative expenses and other costs. It seeks to conclude agreements with host countries on other uses of their currency in so far as it is not freely available.

The Agency shall cooperate with national bodies of Member States and regional bodies, the majority of which shall be held by Member States, which carry out activities similar to its own, and shall endeavour to complete their operations in view Maximize both the effectiveness of their respective services and their contribution to increased inflows of foreign investment. To this end, the Agency may enter into arrangements with these bodies concerning the specific conditions of such cooperation, in particular the terms of reinsurance and co-insurance.

(a) The Agency may reinsure a particular investment against a loss resulting from one or more non-commercial risks guaranteed by a Member State or by a body of a Member State or by a regional investment guarantee agency The majority of the capital is held by Member States. The Board of Directors, by a decision taken by a special majority, shall periodically fix the maximum amounts of the commitments that the Agency may make in respect of reinsurance contracts. As regards investments which have been completed more than twelve months before the Agency receives the reinsurance application, the ceiling is initially set at 10 % of the overall amount of the commitments made by the Agency under this Chapter. The eligibility requirements under s. 11 to 14 apply to reinsurance transactions, except that reinsured investments are not required to be made after the demand for reinsurance.

(b) The reciprocal rights and obligations of the Agency and the Member State, or of the body, reinsured shall be specified in a reinsurance contract concluded in accordance with the reinsurance rules and regulations adopted by the Board of Directors. The Board of Directors shall approve each reinsurance contract relating to an investment made before the Agency has received the reinsurance application, ensuring that risks are minimized, and ensuring that the Agency collects premiums Corresponding to the risk it takes and the reassured entity is committed to promoting new investment in developing member states.

(c) The Agency shall, to the extent possible, ensure that, in respect of subrogation and arbitration, the Agency itself or the reinsured entity has the equivalent rights to those that the Agency would have had if it had itself provided the investment. The terms and conditions of reinsurance shall specify that administrative remedies shall be exercised in accordance with Art. 17 before compensation is paid by the Agency. Subrogation may be against the host country concerned only after it has approved reinsurance by the Agency. The Agency shall include in reinsurance contracts provisions stipulating that the reinsured entity shall enforce with due diligence the rights or claims related to reassured investment.

(a) The Agency may enter into agreements with private insurers of Member States to develop its own operations and encourage such insurers to provide cover against non-commercial risks in developing member countries Conditions similar to those applied by the Agency. Such agreements may provide for reinsurance by the Agency under the conditions and according to the procedures set out in Art. 20.

(b) The Agency may reinsure, in whole or in part, with any appropriate reinsurance company, any guarantee (s) it has issued.

(c) The Agency works in particular to guarantee investments for which comparable coverage on reasonable terms cannot be obtained from insurers and private reinsurers.

(a) Unless the Board of Governors decides otherwise by a special majority, the total amount of the commitments that the Agency may undertake under guarantees issued pursuant to this Chapter shall not exceed 150 % of the sum of the capital Net of obligations, of the Agency, of its reserves and of the portion of its liabilities covered by the reinsurers that the Board of Directors may fix. The Board of Directors reviews the risk profile of the Agency's portfolio from time to time on the basis of the claims actually filed, the degree of risk diversification, the coverage of reinsurers, and Other relevant factors to determine whether changes in the ceiling of commitments should be recommended to the Board of Governors. The ceiling thus determined by the Board of Governors shall in no case be more than five times greater than the sum of the subscribed capital, net of obligations, the Agency, its reserves and the proportion of its liabilities covered by the Reinsurers that may be deemed appropriate.

(b) Without prejudice to the overall ceiling referred to in (a) above, the Board of Directors may fix:

(i)

The maximum cumulative amount of the commitments that the Agency may take under this Chapter in respect of all guarantees issued to investors of the same Member State. In order to determine the ceiling applicable to the various Member States, the Administrative Council shall take due account of the share of the capital of the Agency subscribed by the Member State concerned and the need for greater flexibility in respect of the Investment from developing Member States; and

(ii)

The maximum cumulative amount of the commitments that the Agency may undertake, for reasons of risk diversification, for a single project, a single host country or certain categories of investment or risk.

(a) The Agency conducts research, undertakes activities to promote investment flows and disseminates information on investment opportunities in developing Member States with a view to creating favourable conditions Foreign investment flows. It can provide its member states with technical assistance and advice to help them improve the investment climate in their territories. In carrying out this work, the Agency will:

(i)

Takes account of investment agreements concluded between Member States;

(ii)

Seeks to remove obstacles in both developed and developing Member States that hinder investment flows to developing Member States; and

(iii)

Coordinates its work with that of other organizations involved in the promotion of foreign investment and in particular with the International Financial Society.

(b) In addition, the Agency:

(i)

Encourages the amicable settlement of disputes between investors and host countries;

(ii)

Shall endeavour to conclude with the developing Member States and, in particular, with the potential host countries, agreements under which the Agency shall, for any investment which it has guaranteed, be accorded treatment at least also Favourable to that which the Member State concerned grants, under an investment agreement, to the State or the guarantee organisation of the most favoured investments; those agreements must be approved by the Board of Directors at the Special majority; and

(iii)

Facilitates and facilitates the conclusion of agreements between its member states on the promotion and protection of investments.

(c) In its promotional activities, the Agency attaches particular importance to increasing investment flows between its developing member countries.

In addition to the guarantee operations carried out by the Agency under this Chapter, the Agency may guarantee investments in the framework of the sponsorship arrangements provided for in Annex I to this Convention.

The Agency shall conduct its activities in accordance with the principles of sound business practice and sound financial management so as to preserve in all circumstances its ability to meet its financial obligations.

The Agency shall periodically review and review the rates of premiums, commissions and, where appropriate, other charges to be collected for each type of risk.

(a) Without prejudice to the provisions of section (a) (iii) of art. 10, the Agency shall allocate all its net income to its reserves until the amount of those reserves reaches the quintuple of its subscribed capital.

(b) Where the Agency's reservations reach the level stipulated in section (a) above, the Board of Governors shall decide whether, and to what extent, the net income of the Agency shall be allocated to the reserves, distributed to the Member States of the Agency or Used otherwise. The Board of Governors shall decide by a special majority to distribute the net income of the Agency to the Member States and the share paid to each of them shall be proportionate to its share of the capital of the Agency.

The President of the Agency shall draw up the annual revenue and expenditure budget of the Agency and submit it to the Board of Directors for approval.

The Agency shall publish an Annual Report containing the statements of its accounts and accounts of the Sponsorship Trust Fund referred to in Annex I, duly audited by the auditors. The Agency shall communicate to the Member States at appropriate intervals a summary of its financial situation and an account of losses and profits indicating the result of its operations.

The Agency shall comprise a Board of Governors, a Board of Directors, a President, and the staff necessary to carry out the functions defined by the Agency.

(a) All the powers of the Agency shall be vested in the Board of Governors, with the exception of the powers which this Convention expressly confers on another body of the Agency. The Board of Governors may delegate to the Board of Directors the exercise of all its powers, with the exception of:

(i)

Admit new Member States and set the conditions for their accession;

(ii)

Suspend a Member State;

(iii)

Decide on any increase or decrease in capital;

(iv)

Increase the limit on the cumulative amount of commitments that may be made under section (a) of s. 22;

(v)

To classify a Member State in the category of developing Member States pursuant to section (c) of Art. 3;

(vi)

Classify a new Member State in Category I or Category II for the purposes of the allocation of votes pursuant to section (a) of Art. 39 or reclassify a state already a member for the same purpose;

(vii)

Fix the remuneration of the Directors and their Substitutes;

(viii)

Permanently suspending the operations of the Agency and liquidating assets;

(ix)

Distributing the assets of the Agency between the Member States in the event of liquidation; and

X)

Amend this Convention, its Annex and its Appendices.

(b) The Board of Governors shall comprise a Governor and an Alternate Governor appointed by each Member State in accordance with the modalities chosen by that Member State. No Alternate Governor is allowed to vote, except in the absence of the Governor. The Board of Governors selects its President from among the Governors.

(c) The Board of Governors shall hold an annual meeting, as well as any other meetings it deems necessary or requested by the Board of Directors. The Board of Directors requests the Board of Governors to meet each time five Member States or Member States with 25 % of the total number of votes of the Agency make the request.

(a) The Board of Directors shall be responsible for the conduct of the general operations of the Agency and shall, for that purpose, take any measure imposed or authorized by this Convention.

(b) The Board of Directors shall comprise at least twelve Directors. The Board of Governors may change the number of Directors to take account of the evolution of the number of member states. Each Administrator may appoint an Alternate Administrator who, in the event of the Administrator's absence or incapacity, has full powers to act in his or her place and place. The President of the Bank is Ex officio The President of the Board of Directors, but he shall not take part in the votes except in the case of an equal division of votes, in which case his vote shall be paramount.

(c) The Board of Governors shall determine the term of office of the Directors. The first Board of Directors is constituted at the inaugural meeting of the Board of Governors.

(d) The Board of Directors shall meet on convocation by its President, acting on its own initiative or at the request of three Directors.

(e) As long as the Board of Governors has not decided that the Directors of the Agency shall carry out their duties on an ongoing basis at the headquarters of the Agency, the Directors and their Alternates shall be paid only on account of the expenses incurred by them Impose their participation in the meetings of the Board of Directors and the performance of their other official duties on behalf of the Agency. If the Directors and their Substitutes are to carry out their duties at all times at the headquarters of the Agency, their remuneration shall be fixed by the Board of Governors.

(a) The President of the Agency, under the general authority of the Board of Directors, shall direct the day-to-day affairs of the Agency. It decides on the organisation of the services, the commitment and the dismissal of staff members.

(b) The President of the Agency shall be appointed by the Board of Directors on a proposal from the President of the Agency. The Board of Governors shall determine the salary and conditions of the contract of the President of the Agency.

(c) In the performance of their duties, the President of the Agency and the members of staff shall be entirely at the service of the Agency, excluding any other authority. Each Member State of the Agency shall respect the international character of their functions and shall refrain from any attempt to influence the President of the Agency or the staff members in the performance of their duties.

(d) In the recruitment of staff members, the President, without neglecting the crucial interest in the most active and competent competitions, takes into account the importance of recruitment on such a broad geographical basis Possible.

(e) The President and the staff shall, at all times, respect the confidentiality of the information obtained during the performance of the operations of the Agency.

The Agency and its senior staff shall refrain from interfering in the political affairs of the Member States. Without prejudice to the right of the Agency to take account of all the conditions under which an investment is made, the Agency and its senior staff shall not be influenced in their decisions by the political character of the State or the Member States concerned. The considerations that must be taken into account in their decisions must be assessed impartially in order to achieve the objectives set out in s. 2.

Within the framework of the provisions of this Convention, the Agency shall cooperate with the United Nations and other intergovernmental organizations with specialized functions in related fields, including, in particular, The Bank and the International Financial Society.

(a) The headquarters of the Agency shall be located in Washington, D.C., unless the Board of Governors, by a special majority, decides otherwise.

(b) The Agency may open other offices for the purpose of its work.

Each Member State shall designate as depositary, where the Agency may deposit its assets in the currency of that Member State or other assets, its central bank or, if it has no central bank, any other institution acceptable to the Agency.

(a) Each Member State shall designate the entity with which the Agency may report on any matter covered by this Convention. The Agency may rely on the statements of the said entity as the representative of the declarations of the Member State. At the request of a Member State, the Agency shall consult the said Member State on the matters referred to in Art. 19 to 21 and concerning the bodies or insurers of that Member State.

(b) Whenever the approval of a Member State is necessary for the Agency to act, such approval shall be considered as given, unless the said Member State has objections within the reasonable period of time that the Agency may fix in Notifying the proposed measure.

(a) In order to take into account in the manner of voting of the equal interest that the Agency presents for the two Categories of States listed in Appendix A to this Convention, as well as the importance of the financial participation of Each Member State, each of which has 177 votes of membership, plus one voice for each share of the capital held.

(b) If at any time during the three years following the entry into force of this Convention the total of the votes of accession and the subscription votes of the Member States of which either of the two categories of States are listed In Annex A to this Convention is less than 40 % of the total number of votes, the Member States of that Category shall receive the number of additional votes necessary for the total number of votes of the said Category to be equal to that Percentage of total number of votes. These additional votes shall be distributed among the Member States of that Category because of the percentage of the total number of votes cast for that Category. The number of such additional votes shall be automatically adjusted to maintain that percentage and the said votes shall be cancelled at the expiration of the three-year period mentioned above.

(c) The third year after the entry into force of this Convention, the Board of Governors shall review the distribution of shares and be guided in its decisions by the following principles:

(i)

The number of votes of each Member State shall correspond to its actual subscriptions to the capital of the Agency and its votes of accession in accordance with the provisions of section (a) of this Article;

(ii)

Actions reserved for countries which have not signed the Convention are released and may be reassigned to certain Member States and in certain ways so as to make it possible to achieve parity in the number of votes between the above-mentioned categories; and

(iii)

The Council of Governors shall take measures to facilitate the subscription by the Member States of the actions assigned to them.

(d) During the three-year period referred to in section (b) of this Article, all decisions of the Board of Governors and of the Board of Directors shall be taken by a special majority, with the exception of decisions for which the present The Convention requires a higher majority and is taken by this reinforced majority.

(e) If an increase in the share capital of the Agency is made in accordance with section (c) of s. 5, each Member State which requests it is authorised to subscribe to this increase because of the percentage of the total number of shares of the Agency which it has already subscribed, on the understanding that no Member State is required to subscribe to an increase in capital.

(f) The Board of Governors shall lay down, by regulation, the conditions under which additional subscriptions may be made under section (e) of this Article. This Regulation lays down reasonable deadlines for the submission of their application by the Member States wishing to be authorised to such subscriptions.

(a) Each Governor shall be entitled to express the votes of the Member State he represents. Except as otherwise provided in this Convention, the decisions of the Council shall be taken by a majority of the votes cast.

(b) For any meeting of the Board of Governors, the quorum shall be the presence of the majority of Governors with two-thirds of the total number of votes at least.

(c) The Board of Governors may, by regulation, institute a procedure enabling the Board of Governors, when it deems it in accordance with the interests of the Agency, to request the Board of Governors to make a decision on a matter Without having to convene the Board of Governors.

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

(b) The Directors shall remain in office until their successors are elected. Where a post of Administrator becomes vacant more than 90 days before the expiration of the term of office of the Administrator, the Governors elected by the former Administrator shall elect a new Administrator for the remainder of the term of office of the Administrator To run. The election shall be made by a majority of the votes cast. As long as the position of Administrator remains vacant, the Deputy of the former Administrator exercises the powers of the Administrator, with the exception of the power to appoint a Substitute.

(a) Each Administrator shall have the number of votes counted for his or her election. All votes available to an Administrator must be used as a block. Except as otherwise provided in this Convention, decisions of the Board of Directors shall be taken by a majority of the votes cast.

(b) A quorum for any meeting of the Board of Directors shall be the presence of a majority of the Directors with a majority of the total number of votes.

(c) The Board of Directors may, by regulation, institute a procedure to enable its President, when he deems it in accordance with the interests of the Agency, to request the Board of Directors to take a decision on a matter Without having to convene a meeting of the Board of Directors.

With a view to enabling the Agency to fulfil its functions, the immunities and privileges defined in this Chapter shall be recognised by the Agency in the territories of each Member State.

Apart from the cases provided for in art. 57 and 58, the Agency may only be prosecuted before a court having jurisdiction over the territories of a Member State in which it has an office or where it has appointed an agent responsible for receiving meanings or summonses. No prosecution may be instituted against the Agency (i) by Member States or by persons acting on behalf of the said States or claiming rights assigned by them or (ii) on matters of personnel. The assets and assets of the Agency, wherever situated and in any possession, shall be free of all forms of seizure, opposition or enforcement before a judgment or arbitral award has been definitively rendered Against the Agency.

(a) The assets and assets of the Agency, wherever situated and the holder thereof, shall be exempt from search, requisition, confiscation, expropriation or any other form of seizure by executive or legislative means.

(b) To the extent necessary for the performance of its operations under this Convention, all assets and assets of the Agency shall be exempt from any restrictions, regulations, controls and moratoria of any kind, on the understanding that The assets and assets acquired by the Agency of the holder of a guarantee, a reinsured body or an investor insured by a reinsured body, by way of succession or subrogation, shall be exempt from restrictions, regulations and controls of Changes normally applicable in the territories of the Member Country concerned to the extent that The holder of a guarantee, organisation or investor to which the Agency has been subrogated was entitled to such an exemption.

(c) For the purposes of this chapter, the term " assets includes the assets of the Sponsorship Trust Fund referred to in Annex I to this Convention and the other assets administered by the Agency.

(a) The Bank's archives are inviolable wherever they are located.

(b) The official communications of the Agency shall receive from each Member State the same treatment as the official communications of the Bank.

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

(b) Except in the case of nationals of the country in which they perform their duties, no tax shall be levied on the allowances paid by the Agency to the Governors and their Substitutes, or on the salaries, allowances and other emoluments paid by the Agency to the President of the Board of Directors, the Directors, the Alternates and the President of the Agency or its staff.

(c) No taxes of any kind shall be levied on investments guaranteed or reinsured by the Agency (including gains from them) or on the insurance policies reinsured by the Agency (including any premiums and other income therein) (i) if that tax constitutes a discriminatory measure against that investment or insurance policy taken solely because the insurance or reinsurance has been issued by the Agency; or (ii) if the sole Legal basis for such a tax is the location of any office or establishment of the Agency.

Governors, Directors, Substitutes, President and Agency staff:

(i)

Cannot be prosecuted on account of acts performed by them in the official exercise of their duties;

(ii)

Benefit, where they are not nationals of the State in which they perform their duties, of the same immunities in respect of immigration restrictions, foreign registration formalities and military obligations, and the same facilities As regards exchange restrictions which are granted by the Member States concerned to representatives, officials and employees of comparable rank in the other Member States; and

(iii)

Receive the same treatment, as far as travel facilities are concerned, than that which the Member States grant to representatives, officials and employees of comparable rank in the other Member States.

Each Member State shall, in its own territories, take all necessary measures to incorporate the principles set out in this Chapter into its legislation; it shall inform the Agency of the measures it has taken.

The privileges, immunities and exemptions recognised in this Chapter shall be granted in the interest of the Agency, which may waive it, to the extent and to the conditions it lays down, in cases where the waiver does not prejudice the interests of the Of the Agency. The Agency shall waive the immunity of any person performing duties in the Agency in cases where, in his opinion, such immunity would impede the action of justice and may be waived without prejudice to the interests of the Agency.

Any Member State may, after the expiry of a period of three years from the date on which this Convention enters into force in its respect, withdraw at any time from the Agency by notifying it in writing of its decision at its seat. The Agency shall notify the Bank, the depositary of this Convention, of the receipt of such notification. The resignation shall take effect 90 days after the date of receipt of the notification of the Member State by the Agency. Any Member State may revoke its notification until it has taken effect.

(a) If a Member State fails to fulfil any of its obligations under this Convention, the Board of Governors may suspend it by a decision taken by a majority of the Member States and by a vote.

(b) During the suspension, the Member State concerned has no right under this Convention, with the exception of the right of resignation and the other rights provided for in this Chapter and in chap. IX, but it remains subject to all its obligations.

(c) When determining whether a suspended Member State may claim a guarantee or reinsurance in accordance with Chapter III or Annex I of this Convention, that Member State shall not be treated as a Member State of the Agency.

(d) The suspended Member State shall automatically lose its Member State status one year after the date of its suspension, unless the Board of Governors decides to extend the period of suspension or to rehabilitate it.

(a) When a State ceases to be a member of the Agency, it shall remain bound by all its obligations, including its conditional obligations under this Convention, which it contracted before it ceased to be a member.

(b) Without prejudice to section (a) above, the Agency and the said State shall make arrangements for the settlement of their respective claims and obligations. These provisions must be approved by the Board of Directors.

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

(b) In exceptional circumstances, the Board of Directors may suspend all activities of the Agency until the return of a normal situation, provided that the necessary arrangements are made for the protection of the interests of the The Agency and third parties.

(c) The decision to suspend operations shall have no effect on the obligations of the Member States under this Convention or on the obligations of the Agency vis-vis the holders of a guarantee or a reinsurance policy or To third parties.

(a) The Board of Governors may decide, by a special majority, to cease and disband the operations of the Agency. As a result of this decision, the Agency shall immediately terminate its activities, with the exception of those relating to the implementation, the conservation and the normal prevention of its assets and the settlement of its obligations. Until the date of the final settlement of its obligations and the distribution of its assets, the Agency shall retain its legal personality and all the rights and obligations of its members arising from this Convention shall remain unchanged.

(b) No distribution of assets shall take place for the benefit of member States until all obligations to insured investors and other creditors have been extinguished or that their settlement has been ensured and the Board of Governors Decided to proceed with the said distribution.

(c) Subject to the foregoing, the Agency shall distribute its assets among its members in proportion to their share of the subscribed capital. The Agency shall also distribute any balance of the funds of the Sponsorship Trust Fund between the sponsoring Member States in proportion to the share of the total of the sponsored investments represented by the investments sponsored by each of them. No Member State may claim its share of the assets of the Agency or the Parrainage Trust Fund before it has paid all its debts to the Agency. The Board of Governors shall determine, in a manner that it considers just and equitable, the date of any distribution of the assets.

(a) Any question of interpretation or application of the provisions of this Convention between a Member State and the Agency or of the Member States between them shall be subject to the decision of the Administrative Council. If the question particularly affects a Member State not already represented by one of its nationals in the Administrative Council, that Member State may send a representative to any meeting of the Board of Directors to which that question Is reviewed.

(b) In any case where the Board of Directors has made a decision under (a) above, any Member State may request that the matter be brought before the Board of Governors, the decision of which is without appeal. Pending the decision of the Board of Governors, the Agency may, to the extent that it considers it necessary, act on the basis of the decision of the Board of Directors.

(a) Without prejudice to the provisions of s. 56 and section (b) of this Article, any dispute between the Agency and a Member State or body of a Member State and any dispute between the Agency and a country which has ceased to be a Member State (or an organisation of that country) shall be settled in accordance with The procedure described in Annex II to this Convention.

(b) Disputes concerning the claims of the Agency acting as subrogated to an investor shall be settled in accordance with either (i) the procedure described in Annex II to this Convention, or (ii) an agreement to be concluded between The Agency and the Member State concerned providing for another method or methods for the settlement of such disputes. In the latter case, Annex II to this Convention shall serve as the basis for the drafting of the said Agreement, which, in each case, shall be approved by the Board of Directors by a special majority before the Agency undertakes operations in the Territories of the Member State concerned.

Any dispute between the parties to an insurance or reinsurance contract and relating to the said contract shall be referred to arbitration; the award shall be without appeal and the procedure applicable to that which is described or referred to in the contract of insurance or Reinsurance.

(a) This Convention and its Annexes may be amended by a decision adopted by three fifths of the Governments of countries holding four fifths of the total number of votes; however, it is understood that:

(i)

Any amendment modifying the right of a Member State to withdraw from the Agency provided for in Art. 51 or limitation of liability provided for in section (d) of s. 8 may be adopted only if it is approved by the Governors unanimously; and

(ii)

Any amendment to amend the loss-sharing provisions in s. 1 to 3 of Annex I to this Convention which would have the effect of increasing the obligations incumbent on such Member State shall be approved by the Governor of the said Member State.

(b) Appendices A and B of this Convention may be amended by the Board of Governors by a decision adopted by a special majority.

(c) If an amendment has an effect on any provision of Annex I to this Convention, the total number of votes shall include the additional votes allocated under Art. 7 of the said Annex to the sponsoring Member States and countries in which the sponsored investments will be made.

Any proposal for amendments to this Convention, from a Member State, a Governor or an Administrator, shall be communicated to the President of the Board of Directors, who shall refer the proposal to the Board of Directors. If the Board of Directors recommends the adoption of the proposed amendment, it shall be submitted to the Board of Governors for approval in accordance with Art. 59. When an amendment has been duly approved by the Board of Governors, the Agency shall certify its acceptance by an official communication addressed to all member states. The amendments shall enter into force in respect of all Member States 90 days after the date of the official communication, unless the Board of Governors specifies a different period.

(a) This Convention shall be open for signature by all member States of the Bank and Switzerland and shall be ratified, accepted or approved by the signatory States in accordance with their constitutional procedures.

(b) This Convention shall enter into force on the date on which at least five instruments of ratification, acceptance or approval have been deposited on behalf of States Parties to the Category, and to which at least fifteen instruments of the same nature Have been deposited on behalf of the signatory States of Category II; it is understood, however, that the total subscriptions of these countries shall not be less than one third of the authorized capital of the Agency in accordance with the provisions of Art. 5.

(c) For each State which depositing its instrument of ratification, acceptance or approval after the entry into force of this Convention, it shall enter into force on the date of the deposit of the said instrument.

(d) If this Convention does not enter into force within two years of its opening for signature, the President of the Bank shall convene a conference of interested countries to determine the measures to be taken.

As soon as this Convention enters into force, the President of the Bank shall convene the Board of Governors for an inaugural meeting. This meeting shall take place at the headquarters of the Agency within 60 days of the entry into force of this Convention.

Instruments of ratification, acceptance or approval of this Convention and any amendments thereto shall be deposited with the Bank acting as depositary of this Convention. The depositary shall send certified copies of this Convention to the member States of the Bank and Switzerland.

The depositary shall register this Convention with the Secretariat of the United Nations in accordance with art. 102 of the United Nations Charter ¹ And the Rules of Procedure adopted by the General Assembly.

The depositary shall notify all signatory States and, upon entry into force of this Convention, to the Agency:

(a)

The signatures of this Convention;

(b)

The deposit of instruments of ratification, acceptance and approval referred to in s. 63;

(c)

The date on which this Convention enters into force in accordance with the provisions of Art. 61;

(d)

Notifications of territorial non-applicability referred to in Art. 66; and

(e)

The resignation of a Member State of the Agency in accordance with Art. 51.

This Convention shall apply to all territories which are under the jurisdiction of a Member State, including those territories where a Member State is responsible for international relations, with the exception of the territories which a Member State By written notification addressed to the depositary of this Convention at the time of ratification, acceptance or approval, or later.

(a) The Board of Governors periodically undertakes an in-depth review of the Agency's activities and the results it has achieved in order to adopt any necessary changes to enhance the Agency's ability to achieve its objectives.

(b) The first of these examinations shall take place five years after the entry into force of this Convention. The Board of Governors determines the date of subsequent reviews.

Done at Seoul, on October 11, 1985, in a single copy in the English language, which shall be deposited in the archives of the International Bank for Reconstruction and Development which indicated by its signature apposed above that it agreed to complete The functions entrusted to it under this Convention.

(Suivent signatures)