The Bank's goal is to contribute to the sustainable economic development and social progress of its regional member states, individually and collectively.

¹ To achieve its goal, the Bank performs the following functions:

A.

Use the resources at its disposal to finance investment projects and programmes that support the economic and social development of the regional member states, giving particular priority to:

(i)

Projects or programmes which, by their nature or scope, are of interest to several Member States, or

(ii)

Projects or programmes that aim to make the economies of its members increasingly complementary and to develop their external trade in an orderly manner;

B.

Take alone, or participate in, the selection, study and preparation of projects, undertakings or activities aimed at this development;

C.

Mobilize and increase resources in Africa and outside Africa for the financing of these investment projects and programmes;

D.

In general, encourage investment in African public and private capital in projects or programmes that contribute to the economic development or social progress of the regional member states;

E.

Provide technical assistance that may be required in Africa for the study, preparation, financing and implementation of development projects and programmes; and

F.

Undertake any other activities and provide any other services that would enable it to achieve its goal.

² In carrying out its functions, the Bank should cooperate with national, regional and subregional development agencies in Africa. For the same purpose, it endeavours to cooperate with other international organizations with a similar purpose to its own and with other institutions relevant to the development of Africa.

³ In all its decisions, the Bank is guided by the provisions of s. 1 and 2 of this Agreement.

¹ It is intended to become a regional member of the Bank any African country with an independent status. He becomes a member in accordance with s. 1, at par. 2 of the art. 64 of this Agreement.

² The region whose countries may become regional members of the Bank and to which the Bank may extend its development activity (referred to in this Agreement as "Africa" or "African", as the case may be) shall include the African continent and the African Islands.

³ Non-regional countries, members or who become members of the African Development Fund, or contributing or having made contributions to the African Development Fund under terms and conditions equivalent to those of the Agreement The establishment of the African Development Fund may be admitted as members of the Bank on the respective dates and in accordance with the general rules laid down by the Governing Council. These general rules may only be amended by the Governing Council by a two-thirds majority of the total number of governors comprising two-thirds of the governors of the non-regional members, representing at least the three Quarters of all the votes allocated to the Member States.

The Bank shall be provided with a Board of Governors, a Board of Directors, a President and at least one Vice-President, as well as officials and staff necessary for the performance of the tasks it determines.

¹

^{A. The initial authorized share capital of the Bank is 250 000 000 units of account. It is divided into 25 000 shares, with a nominal value of 10 000 units each, which are offered for subscription by the Member States. The authorized share capital may be increased in accordance with s. 3 of this article.}

B.

The value of an account unit is equivalent to a Special Drawing Right (SDR) of the International Monetary Fund or any other unit adopted for the same purpose by the International Monetary Fund. ¹

² The authorized share capital consists of actions to be fully released and shares subject to appeal. The relationship between the actions to be released and the actions subject to appeal shall be determined periodically by the Governing Council. The actions subject to appeal are callable for the purposes set out in subs. 4 (a) of s. 7 of this Agreement. ²

³ Subject to the provisions of subs. 4 of this Article, the authorised share capital may be increased in accordance with the arrangements and at such time as the Governing Council deems appropriate. Except in the case of an increase in capital only following the initial subscription of a Member State, the decision of the Council shall be taken by a two-thirds majority of the total number of governors, representing at least three quarters of the number Total votes allocated to member states.

⁴ The authorised share capital and any increase thereof shall be open to the subscription of regional and non-regional members, such fate as each group has for the subscription of the number of shares which, if fully Would result in the holding of sixty per cent of the total votes by the regional members and forty per cent of the total votes by non-regional members. ³

¹ Each Member State shall initially subscribe its share of shares to the Bank's capital. The initial subscription of each member shall consist, in equal parts, of actions to be released entirely and of actions subject to appeal. The initial number of shares to be subscribed by a State which becomes a member in accordance with paragraph 1. 1 of the art. 64 of this Agreement is the number set out in Annex A to this Agreement which is an integral part of this Agreement. The initial number of shares to be subscribed by other members shall be determined by the Governing Council.

² In the event of an increase in the capital stock which is not solely a result of the initial subscription of a Member State, each Member State shall have the right to subscribe, in accordance with the uniform terms and conditions laid down by the Governing Council, A fraction of the increase equivalent to the ratio between the number of shares already subscribed by the Bank and the total capital stock of the Bank. However, no member is required to take out any part of the increase.

³ A Member State may request the Bank to increase its subscription in accordance with the terms and conditions which the Governing Council determines.

⁴ The actions initially subscribed by the states which become members in accordance with par. 1 of the art. 64 of this Agreement are issued au pair. The other shares shall be issued at par unless, in special circumstances, the Governing Council decides otherwise. ¹

⁵ The liability for the Bank's shares is limited to the unremitted portion of their issue price.

⁶ The shares shall not be collateralized or encumbrated in any way. They can only be transferred to the Bank.

¹

^{A. The amount initially subscribed to the capital stock of the Bank to be released entirely by a State which becomes a member in accordance with par. 1 of the art. 64 is paid in six instalments, the first of which is five per cent, the second thirty-five per cent and the last four fifteen per cent each of that amount.}

B.

The first payment shall be made by the Government concerned as early as or before the date of the deposit, on its behalf, of the instrument of ratification or acceptance of this Agreement in accordance with paragraph 1. 1 of the art. 64. The second payment shall expire on the last day of the six-month period following the date of entry into force of the Agreement or the date of the deposit, whichever is later. The third payment shall expire on the last day of the eighteen-month period following the entry into force of this Agreement. The last three instalments expire on the last day of the one-year period immediately following the previous maturity.

² The amounts initially subscribed by the Member States of the Bank to the capital stock to be paid in full shall be paid in convertible currency. The Governing Council shall determine the method of payment of the other amounts subscribed by the Member States to the share capital to be paid in full. ¹

³ The Governing Council shall determine the dates on which the amounts subscribed by the Member States of the Bank to the capital are to be paid in full in cases where the provisions of s. 1 of this Article shall not apply.

⁴

^{A. The amounts subscribed to the capital stock of the Banque subject to appeal shall be the subject of an appeal only in accordance with the procedures and dates fixed by the Bank when it needs them in order to meet the commitments arising from paras. (b) and (d), para. 1 of the art. 14, provided that those commitments correspond either to borrowings whose funds have been integrated into the Bank's ordinary capital resources or to guarantees that commit those resources.}

B.

In the event of an appeal, the payment may be made, at the option of the Member State concerned, in convertible currency or in the currency required for the Bank to fulfil the commitments which gave rise to the appeal.

C.

Calls on unreleased subscriptions relate to a uniform percentage of all actions subject to appeal. ²

⁵ The Bank shall determine the place of payment under this Article provided that, until the first meeting of the Board of Governors under Art. 66 of this Agreement, the first instalment referred to in subs. 1 of this article shall be made to the Institution (Trustee) referred to in Art. 66.

¹ The Bank may establish special funds or receive the management of special funds to serve its purposes in the course of its functions. It is entitled to receive, retain, employ, hire, or otherwise use the resources allocated to these special funds.

² The resources of the said funds shall be and remain separate and independent from the Bank's regular capital resources in accordance with the provisions of Art. 11 of this Agreement.

³ The Bank shall adopt the special rules and regulations that may be required to manage and use each special fund, provided that:

A.

These special rules and regulations shall be adopted subject to the provisions of subs. 4 of Art. 7 and art. 9 to 11, as well as provisions of this Agreement which deal specifically with ordinary capital or ordinary operations of the Bank;

B.

These special rules and regulations shall be in accordance with the provisions of this Agreement which expressly concern the resources or special operations of the Bank; and

C.

In cases where such special rules and regulations do not apply, special funds shall be governed by the provisions of this Agreement.

For the purposes of this Agreement, the term "ordinary capital resources" includes:

A.

The capital stock authorized by the Bank shall be subscribed in accordance with the provisions of Art. 6 of this Agreement;

B.

Funds derived from borrowings contracted by the Bank, pursuant to the powers conferred by para. A of art. 23 of this Agreement and to which the provisions of s. 4 of Art. 7 of this Agreement concerning the obligation to appeal;

C.

Funds received in repayment of loans made on the resources referred to in paragraphs (a) and (b) of this Article;

D.

Income from loans made on the above-mentioned funds, and the guarantees to which the provisions of subs. 4 of Art. 7 of this Agreement concerning the obligation to appeal;

E.

Any other funds or income received by the Bank that are not part of its special resources.

¹ For the purposes of this Agreement, the term "special resources" means the resources of the special funds and includes:

A.

Resources for the establishment of special funds;

B.

Funds borrowed for any special funds, including the special fund provided for in s. 6 of the art. 24 of this Agreement;

C.

Funds reimbursed on loans or guarantees financed from the resources of a special fund, and which shall return the funds in accordance with the rules and regulations applicable to that fund;

D.

Income from operations by which the Bank employs or incurs some of the aforementioned resources or funds if, in accordance with the rules and regulations applicable to the special fund concerned, the said funds are Income is returned;

E.

Any other resources available to a special fund.

² For the purposes of this Agreement, the term " special funds allocated to a special fund shall include the resources, funds and revenues referred to in the preceding paragraph which, as the case may be, shall be paid, borrowed or received in return by the Special Fund. Shall return or be made available in accordance with the rules and regulations applicable to that fund.

¹ The Bank's regular capital resources are always and in all respects maintained, employed, engaged, invested or otherwise used quite separately from the special resources. Each special fund, its resources and its accounts remain completely separate from other special funds, resources and accounts.

² The Bank's regular capital resources are under no circumstances incurred or used to cover losses or liabilities arising from operations or other activities of a special fund. Special funds allocated to a special fund shall not, under any circumstances, be incurred or used to cover losses or liabilities arising from operations or other activities of the Bank financed through its regular resources in Capital or special resources assigned to another special fund.

³ In the operations and other activities of a special fund, the Bank's responsibility is limited to the special resources allocated to the Bank.

The resources and facilities available to the Bank shall be used exclusively to enable the Bank to fulfil its purpose and perform the functions set out in Art. 1 and 2.

¹ The Bank's operations are divided into ordinary operations and special operations.

² Regular operations are financed from the Bank's regular capital resources.

³ Special operations are financed through special resources.

⁴ The Bank's financial statements show ordinary transactions and special operations separately. The Bank shall adopt the other rules and regulations necessary to ensure the effective separation of its two types of operations.

⁵ Expenditures that flow directly from ordinary operations are charged to the Bank's regular capital resources; expenditures that flow directly from special operations are charged to the corresponding special resources. Other expenses are settled as the Bank decides.

¹ The Bank, in the course of its operations, may provide means of financing or facilities for the purpose of obtaining such means, to any regional Member State, any public body or political subdivision of that State, or to any institution or An enterprise located in the territory of a regional member state, as well as to international or regional organizations or institutions interested in the development of Africa. Subject to the provisions of this Chapter, the Bank may conduct its operations in any of the following ways:

A.

By providing direct loans or participating in such loans through:

(i)

Resources from its capital-free and uncommitted shares and - ... ¹ -its reserves and assets; or

(ii)

Funds for special resources; or

B.

By providing direct loans or participating in such loans by means of funds that it borrows or acquires in any way to integrate them into its ordinary capital or special resources; or

C. ²

By investing the funds referred to in paras. (a) and (b) of this paragraph, in the social capital of an institution or undertaking whose interventions benefit one or more regional member countries; or

D.

By guaranteeing, in whole or in part, loans made by others.

² The provisions of this Agreement which apply to direct loans granted by the Bank in accordance with paras. A or b of the preceding paragraph shall also apply to its participation in any direct loan granted in accordance with the terms of any of the above paragraphs. Similarly, the provisions of the Agreement which apply to loan guarantees provided by the Bank in accordance with paragraph (d) of the preceding paragraph shall apply in cases where the Bank guarantees only part of such a loan.

¹ The total outstanding amount of the Bank's ordinary operations shall not, at any time, exceed the total amount of the subscribed and unencumbered capital of the Bank, reserves and assets included in its ordinary capital resources - ... ¹ -.

² The total outstanding amount of the Bank's special operations under a special fund shall not, at any time, exceed the total amount of the unencumbered special resources allocated to that fund.

³ In the case of loans granted on funds borrowed by the Bank, to which the provisions of s. 4, para. A of art. 7 of this Agreement concerning the obligation to appeal, the total amount of the principal remaining outstanding and payable to the Bank in a given currency shall not, at any time, exceed the total amount of the principal outstanding for the funds Bank borrowed and is repayable in the same currency.

⁴

^{A. In the case of investments made in accordance with par. 1 (c) of s. 14 of this Agreement by means of the Bank's regular capital resources, the total amount outstanding shall at no time exceed a percentage set by the Governing Council of the total amount of the capital stock of the Bank to be released All reserves and assets included in its regular capital resources.}

B.

The amount of a particular investment referred to in the preceding paragraph shall not, at the time when it is made, exceed a percentage of the social capital of the institution or undertaking concerned, fixed by the Administrative Council for all Investments made in accordance with par. 1 (c) of s. 14 of this Agreement. In no case shall the Bank seek, through such investments, to ensure a dominant participation in the institution or undertaking concerned. ²

The Bank, when granting direct loans, shall provide the borrower with the currencies other than that of the Member State in whose territory the envisaged project is to be carried out (hereinafter referred to as "local currency"), which are necessary To deal with the foreign currency expenditure to be incurred for this project, although the Bank, by providing such direct loans, may provide the financial resources required to cover local expenditure for the project:

A. ¹

In cases where it can do so by supplying the local currency without selling any part of its assets in convertible currencies; or

B.

Where, in the opinion of the Bank, the local expenditure incurred in respect of the project is likely to cause undue losses to the balance of payments of the country in which the project is to be carried out, or to unduly burden the balance of payments, and the amount of Financing of local expenditure provided by the Bank shall not exceed a reasonable fraction of the total local expenditure incurred in the implementation of the said project.

¹ In its operations, the Bank is guided by the following principles:

A. I) Bank operations must, unless special circumstances exist, fund specific projects or groups of projects, in particular those that are part of a national or regional development programme, which is urgently needed To carry out the economic or social development of the regional Member States. The Bank may, however, grant global loans to African national development banks or other appropriate institutions, or guarantee loans to such banks or institutions, with a view to enabling them to finance Certain projects of a specific nature that serve the Bank's purpose in the fields of activities specific to those banks or institutions;

(ii)

In selecting appropriate projects, the Bank is always guided by the provisions of subs. 1, para. A of art. 2 of this Agreement and the contribution that the proposed project may make to the achievement of the Bank's purpose rather than by the type of project itself. However, it pays particular attention to the selection of appropriate multinational projects;

B.

The Bank shall not be able to finance a project in the territory of a Member State if that State objects to it;

C.

The Bank shall not be able to finance a project to the extent that, in its opinion, the beneficiary may obtain the necessary funds or facilities elsewhere, subject to such conditions as it considers reasonable for the Bank;

D. ¹

The proceeds of a loan, investment or other financing operation undertaken in the ordinary operations of the Bank, will be used for the acquisition only in the member countries, of the goods and services produced therein, Reservation of cases where the Administrative Council decides to authorize the acquisition of goods and services in a non-member country or produced by a non-member country, if special circumstances make such acquisition convenient, for example When a non-member country provides substantial funds to the Bank;

E.

The Bank, by granting or guaranteeing a loan, gives its importance to the examination of the capacity of the borrower and, where appropriate, the guarantor, to meet the commitments imposed on them by the loan;

F.

The Bank, by granting or guaranteeing a loan, shall ensure that the interest rate and other charges are reasonable and that the rate and charges, as well as the repayment plan of the principal, are appropriate to the nature of the project;

G.

When the Bank grants a direct loan, it allows the borrower to draw on the funds so provided only to cover expenses related to the project, as they are made;

H.

The Bank shall make arrangements to ensure that the proceeds of any loan granted or guaranteed by the Bank are used exclusively for the purposes for which the loan was granted, giving consideration to economic and performance considerations That is owed to them;

I.

The Bank strives to maintain reasonable diversification in its investments in social capital;

J.

The Bank applies the principles of sound financial management to its operations and, in particular, to its investments in social capital. It does not assume any responsibility for the direction of an institution or company in which it has placed funds;

K.

When it guarantees a loan from other donors, the Bank receives an appropriate allowance for the risks it assumes.

² The Bank shall adopt the rules and regulations required to examine the projects submitted to it.

¹ In the case of direct loans granted by the Bank, the contract:

A.

Determines, in accordance with the management principles set out in s. 1 of the art. 17 of this Agreement and subject to the other provisions of this Chapter, all terms and conditions relating to the loan in question, in particular with respect to depreciation, interest and other charges, as well as deadlines and dates of Payment; and in particular,

B.

Provides that, subject to the provisions of subs. 3, para. C of this Article, payments made in respect of depreciation, interest, commissions and other charges shall be made in the loaned currency, unless-in the case of a direct loan granted in the context of special operations - The relevant rules and regulations do not provide otherwise.

² In the case of loans guaranteed by the Bank, the guarantee contract:

A.

Determines, in accordance with the management principles set out in s. 1 of the art. 17 of this Agreement and subject to the other provisions of this Chapter, all terms and conditions of the security in question, including those relating to royalties, commissions and other fees payable to the Bank; and, Individual,

B.

Provides that, subject to the provisions of subs. 3, para. C of this Article, all payments made to the Bank under the guarantee contract shall be made in the loaned currency, unless-in the case of a direct loan granted in the context of special operations-the rules and regulations Not otherwise available; and

C.

It also provides that the Bank may terminate its liability for the service of interest if, in the event of default by the borrower and, where appropriate, the guarantor, it offers to purchase the bonds or other securities guaranteed at the au pair, plus Interest due on a date specified in the offer.

³ In the case of loans directly granted or guaranteed by it, the Bank shall:

A.

In laying down the terms and conditions of the operation, due account shall be taken of the terms and conditions to which it has obtained the corresponding funds;

B.

In the event that the borrower is not a Member State, may, if it deems it appropriate, require that the Member State in whose territory the project is to be executed or a public body or public institution of the said State, which is authorised by the Bank, guarantees repayment of principal and payment of interest and other costs related to the loan;

C. ¹

Specifies the currency in which all payments due under the contract are to be made. However, such payments may, at the option of the borrower, always be made in convertible currency or, with the consent of the bank, in any other currency; and

D.

May impose any other conditions that it considers appropriate, taking into account both the interests of the Member State directly involved in the project and the interests of all Member States.

¹ The Bank is authorized, in accordance with para. 4 of Art. 7 of this Agreement, to call an appropriate amount on the subscribed capital not paid and subject to appeal, each time it is necessary to deal with contractual payments of interest, other charges or amortisation relating to its borrowings, or To meet its obligations in respect of similar payments attributable to its ordinary capital resources on loans that it has secured.

² In the event of a default on a loan granted or guaranteed by the Bank in the course of its ordinary operations, the Bank may, if it considers that the default may be long-term, call an additional portion of this subject-matter capital, which Shall not, for a given year, exceed one per cent of the total subscriptions of the Member States:

A.

To be free, by way of redemption before maturity or in any other way, of its commitments relating to all or part of the principal non-repayment of a loan which it has secured and whose debtor is in default; and

B.

To be free, by way of redemption or in any other way, of its liabilities relating to all or part of its own outstanding borrowings.

The payments by which the Bank carries out any commitments it has assumed in borrowing funds to be included in the special resources allocated to a special fund are attributable to:

(i)

First, on any reserve established for that special fund or within the framework of that fund; and then

(ii)

Any other assets available in the special resources allocated to the Special Fund.

In addition to the powers conferred upon it by other provisions of this Agreement, the Bank shall be empowered to:

A.

Borrowing funds in the Member States or elsewhere and, in this respect, to provide any guarantees or other rights that it deems appropriate, provided that:

(i)

Before ceding its obligations to the capital market of a Member State, it obtained the consent of the said State;

(ii)

Where its obligations are to be denominated in the currency of a Member State, it has obtained the consent of that State; and

(iii)

When the funds to be borrowed must be integrated into its ordinary capital resources, it shall obtain, where appropriate, the consent of the Member States referred to in paras. (i) and (ii) of this paragraph so that the funds borrowed can be changed in other currencies, without any restriction;

B.

Purchase and sell the securities that it has issued or guaranteed, or in which it has placed funds, subject to the consent of the Member State in whose territory the said securities are to be bought or sold;

C.

To guarantee or to close the securities in which it has made investments, to facilitate its sale;

D.

Place the funds that it does not need for its operations in its obligations to determine and invest in marketable securities the pension funds or similar funds that it holds;

E.

Undertake operations related to its activity, including encouraging the creation of consortia for funding to serve its purpose and within the scope of its functions;

F. (i) Provide all advice and technical assistance, which serves its purpose and functions; and

(ii)

Where the costs of such services are not reimbursed, they shall be charged to the net income of the Bank and, in the first five years of operations, to allocate up to one per cent of the Bank's share capital, provided that the Total expenditure for such services does not exceed, for each year of the envisaged period, one fifth of that percentage; and

G.

Exercising any other powers necessary or desirable to serve its purpose and perform its functions in accordance with the provisions of this Agreement.

¹ The Bank may ask any regional Member State to lend it amounts in its currency to cover expenditure on goods or services originating in the territory of that State for the purpose of a project to be carried out in the territory of another Member State.

² Unless the regional Member State concerned refers to economic and financial difficulties which, in its opinion, are likely to be caused or aggravated by the granting of the loan to the Bank, it shall accede to the request of the Bank. The loan shall be granted for a period to be agreed with the Bank, depending on the duration of the project, which the amount of the loan is intended to finance.

³ Unless the Regional Member State agrees otherwise, the total outstanding amount of loans it makes to the Bank under this Article shall at no time exceed the equivalent of the amount of its subscription to the capital stock of the Bank. Bank.

⁴ Loans granted to the Bank under this Article shall bear interest that the Bank shall pay to the Lender State at a rate that corresponds to the average interest rate paid by the Bank on borrowings that it contracts for its special funds during The one-year period prior to the conclusion of the loan agreement. This rate shall not, under any circumstances, exceed a maximum rate that the Board of Governors lays down periodically.

⁵ The Bank shall repay the loan and shall pay interest due in the currency of the creditor Member State or in another currency approved by the Bank.

⁶ All resources provided by the Bank in accordance with the provisions of this Article shall constitute a special fund.

It is clearly stated, on the face of any title guaranteed or issued by the Bank, that this title does not constitute a commitment for any government, unless the responsibility of a particular government is effectively engaged, In which case it is expressly mentioned in the title.

Where necessary, under this Agreement:

(i)

Assess a currency against another currency or unit of account defined in s. 5 (1) (b) of this Agreement, or

(ii)

Determine whether a currency is convertible,

It is the Bank's responsibility to make this assessment or determination judiciously, after consultation with the International Monetary Fund.

¹ Member States may not maintain or impose restrictions on the faculty of the Bank, where any person receives funds from the Bank, to hold or employ, in order to make payments anywhere, the following resources:

A.

Convertible currencies which the Bank receives from the Member States in payment of subscriptions to its share capital;

B.

The currencies of the Member States purchased with the convertible currencies referred to in the preceding paragraph;

C.

The currencies obtained by the Bank by way of loan, in accordance with para. (a) s. 23 of this Agreement, in order to integrate them into its regular capital resources;

D.

The currencies which the Bank receives in amortisation of the principal and in payment of interest, dividends or other charges for the loans it has granted or the investments it has made by means of the funds referred to in par. (a) to (c) above or in payment of commissions or royalties in respect of guarantees issued by the Commission; and

E.

Currencies other than its own which a Member State receives from the Bank in the event of the distribution of the net income of the Bank in accordance with Art. 42 of this Agreement. ¹

² Member States may not maintain or impose restrictions on the ability of the Bank, or anyone who receives funds, to hold or employ, in order to make payments anywhere, the currency of a Member State received by the Bank. Which does not fall under the provisions of the preceding paragraph, unless:

A.

That this Member State expresses the wish that the use of this currency be limited to the payment of the goods produced or services provided on its territory; or

B.

That this currency should not be part of the Bank's special resources and that its employment should not be subject to special rules and regulations.

³ Member States may not maintain or impose restrictions on the ability of the Bank to hold or employ, either for depreciation or for advance payments, or for the total or partial redemption of its bonds, currencies Received by the Bank in repayment of direct loans granted on its regular capital resources.

⁴ The Bank does not use the currencies it holds to purchase other currencies from its member states, except:

A.

To meet its existing obligations; or

B.

Following a decision taken by the Administrative Council. ²

¹ Where the nominal value of the currency of a Member State, in relation to the unit of account defined in subs. 1, para. B of art. 5 of this Agreement, shall be reduced or that its exchange rate, in the opinion of the Bank, has suffered a significant depreciation, that Member State shall pay to the Bank, within a reasonable time, an amount of its currency necessary to maintain the value of the All the assets held by the Bank in that currency in respect of its subscription.

² Where the nominal value of the currency of a Member State, in relation to the said unit of account, is increased or its exchange rate, in the opinion of the Bank, has been significantly revalued, the Bank shall pay the said State, on time Reasonable, an amount of its currency necessary to maintain the value of all the assets held by the Bank in that currency in respect of its subscription.

³ The Bank, in the case envisaged by s. 1, or a Member State, in the case envisaged by s. 2 may waive the application of the provisions of this Article. ¹

¹ All the powers of the Bank are vested in the Board of Governors. In particular, the Governing Council formulates general guidelines for the Bank's credit policy.

² The Governing Council may delegate all its powers to the Governing Council, with the exception of powers:

A.

Reduce the Bank's authorized capital stock;

B.

Establish or accept the management of special funds;

C.

Authorize the adoption of general cooperation arrangements with the authorities of African countries that do not yet have the status of an independent state or general cooperation agreements with African governments that are not Not yet members of the Bank, as well as the conclusion of similar agreements with other governments and with other international organizations;

D. ¹

Exits the President of the Bank, suspends or revoking the Bank and determines its remuneration and terms of service;

E.

To fix the remuneration of directors and their alternates;

F.

To select foreign accountants from the institution to certify the general balance sheet and the Bank's profit and loss account and to select the other experts whose services may be required to review the General management of the Bank and report on it;

G.

Approve, after reviewing the report of the accountants, the general balance sheet and the Bank's profit and loss account; and

H.

To exercise all other powers that this Agreement expressly confers on the Board of Governors.

³ The Governing Council shall retain any power to exercise its authority over any matters that it has delegated to the Board of Directors in accordance with subs. 2 of this article.

¹ Each member state is represented on the Board of Governors and appoints a Governor and an Alternate Governor. Governors and their alternates are persons of the highest competence with extensive experience in economic and financial matters and are nationals of Member States. Each governor and each alternate shall remain in office for five years, on the understanding that their term of office shall be revocable at any time or renewable at the discretion of the Member State which appointed them. No substitute shall be allowed to vote in the absence of the holder. At its annual meeting, the Council selects one of the governors for President. The President shall hold office until the election of a successor at the next annual meeting of the Council, unless the Governing Council decides otherwise. ¹

² In the course of their duties, governors and their alternates shall not receive remuneration from the Bank, but the Bank may pay them reasonable expenses incurred in attending the meetings.

The Governing Council shall hold an annual meeting and any other meetings that it may decide to hold or that the Governing Council may convene. The Governing Council shall convene meetings of the Governing Council when five Member States or Member States with a quarter of the total votes allocated to the Member States request it. The annual meetings of the Governing Council will be held in the regional and non-regional member states. ¹

² The quorum for any meeting of the Governing Council shall be a majority of the total number of governors or their alternates, representing at least seventy percent of the total votes allocated to the member states. ²

³ The Governing Council may, by regulation, institute a procedure enabling the Governing Council, where it deems it appropriate, to obtain a vote of the governors on a specific matter without convening a meeting of the Council.

⁴ The Board of Governors and the Board of Directors, insofar as the latter is authorized, may establish the subsidiary bodies and adopt the necessary or appropriate rules and regulations for the conduct of the Bank's affairs.

Without prejudice to the powers of art. 29 of this Agreement confers on the Board of Governors, the Board of Directors is responsible for the conduct of the general operations of the Bank. To this end, it shall exercise, in addition to the powers expressly conferred upon it by this Agreement, all the powers to be delegated to it by the Governing Council and, in particular:

... ¹

A.

Prepares the work of the Governing Council;

B.

Under the general guidelines given to it by the Board of Governors, it makes decisions on individual direct loans, guarantees, equity investments and borrowing by the Bank;

C.

Determines the interest rate for direct loans and guarantee commissions;

D.

Submits the accounts for each financial year and an annual report to the Governing Council at each annual meeting; and

E.

Determines the overall structure of the Bank's services.

¹ The Board of Directors shall consist of eighteen members who shall not be governors or alternates. Twelve members are elected by the governors of the regional member states and six are elected by the governors of the non-regional member states. They shall be elected by the Governors in accordance with Annex B attached to this Agreement. In electing the members of the Board of Directors, the Board of Governors shall take due account of the high level of economic and financial competence of the incumbents. The Governing Council may decide to change the composition of the Board of Directors only by a three-fourths majority of the total number of votes allocated to the member countries comprising, in respect of the provisions relating to Exclusively to the number of directors and to their election by the regional member countries, a two-thirds majority of the governors of the regional Member States, and with regard to the provisions relating exclusively to the number Of directors and their election by non-regional member countries, a two-thirds majority of governors Non-regional Member States.

² Each director shall appoint an alternate who, in his or her absence, shall act on his behalf. Directors and their alternates are nationals of Member States, but an alternate may not be of the same nationality as the administrator appointed to replace him. An alternate may participate in the meetings of the Board of Directors, but is only allowed to vote when acting for the administrator he or she replaces.

³ The directors shall be elected for three years and, subject to the limitation stipulated in subs. 4 of this Article shall be eligible for re-election. ¹ They shall remain in office until their successors are elected. If an administrator position becomes vacant more than 180 days before the expiration of his term of office, the Governing Council shall elect a successor, in accordance with Annex B to this Agreement, for the duration of that term remaining to be vacant. Run. During the vacancy, the alternate of the former director shall exercise the powers of the former director, except for the appointment of an alternate.

⁴ No director will have two three-year terms each. An administrator whose term of office begins between two general elections of directors shall be eligible for the position of director for a period not exceeding six years in total from the date of his first election, on the understanding that The administrator who, at the time of his or her election, has served two three-year terms as an alternate administrator will not be eligible for re-election. ²

¹ The Board of Directors is in permanent session at the Bank's headquarters and meets as often as the Bank's business requires.

² The quorum for any meeting of the Board of Directors shall be the majority of the total number of Directors representing at least seventy per cent of the total votes allocated to the Member States. ¹

³ The Governing Council shall adopt a Regulation under which a Member State, if it is not represented on the Board by an administrator of its nationality, may be represented at a meeting of that Council during which it is Examined a request he made or an issue that specifically concerns him.

¹ Each Member State shall have 625 votes, plus one vote per share, which it has of the capital stock of the Bank, provided, however, that as regards any increase in the capital stock authorised, the Governing Council may decide that the Capital-shares authorized by this increase are not subject to voting rights and that the increase in shares is not subject to the right of preemption set out in s. 2 of the art. 6 of this Agreement.

² Except in the cases expressly provided for in this Agreement, the Governing Council shall vote as specified in this Article. Each Governor shall have the number of votes of the Member State he represents. All matters referred to the Board of Governors shall, in general, be decided by a majority of sixty-six per cent two-thirds of the votes of the members represented at the meeting, except for a matter which a member considers to be Which is of great importance, and which affects a major interest of the Member. Such an important question shall be decided, at the request of the member, by a majority of seventy percent of the total votes. ¹

³ Except as expressly provided for in this Agreement, the Governing Council shall vote as provided in this Article. Each Administrator shall have the number of votes that contributed to his or her election; these votes shall be cast as a block. All matters referred to the board of directors shall, in general, be determined by a majority of 70 per cent by two-thirds of the votes represented at the meeting, except for a matter which a member considers to be of great importance, and which Relates to the major interest of the member. Such an important question shall be decided, at the request of the Administrator concerned, by a majority of 70 per cent of the total vote. ²

¹ The Governing Council shall elect the President of the Bank by a majority of the total votes allocated to the Member States, comprising a majority of the total votes allocated to the regional Member States. The President is a person of the highest competence in the fields relating to the activities, management and administration of the Bank, and must be a national of a regional Member State. During the term of his or her term of office, the President shall not act as governor, administrator or substitute for one or the other. The term of office of the President shall be five years. It is renewable, however, on the understanding that no one can be elected or assume the duties of President for more than two consecutive five-year terms. The Governing Council may suspend or revoke the President by a decision taken by a majority of the votes allocated to the Member States, comprising a majority of the total votes allocated to the regional Member States. After suspending or revoking the President, the Governing Council shall appoint an interim President, or elect a President, if appropriate."

² The President of the Governing Council, after consultation with the Bureau, shall convene a meeting of the Governing Council to discuss the suspension of the President at the written request of at least five Governors representing at least five Electoral districts.

¹ The President shall preside over the Board of Directors, but shall not take part in the vote except in the case of an equal division of votes, in which case its vote shall be paramount. It may participate in the meetings of the Governing Council, but without taking part in the vote.

² The President is the head of the Bank's staff and, under the direction of the Board of Directors, manages the Bank's day-to-day affairs. It shall be responsible for the organisation of the staff and staff of the Bank, including the Vice-Presidents, who shall appoint and report on their duties and whose terms and conditions of employment shall be laid down in accordance with the rules and regulations adopted by the Bank, on the understanding that it acts in consultation with the Board of Directors in the exercise of its power to appoint the Vice-Presidents and to terminate their functions. ¹

³ The President is the legal representative of the Bank.

⁴ The Bank adopts regulations to determine who legally represents the Bank and performs the other duties of the President if he is absent or if his position becomes vacant.

⁵ In the appointment of staff and staff members, the overriding concern of the President shall be to provide the Bank with the services of persons with the highest performance, technical competence and Of integrity. By recruiting them on as wide a geographical basis as possible, it must give due weight to the regional character of the Bank as well as to the participation of non-regional states.

¹ The Bank does not accept loans or assistance which may in any way compromise, limit, distort or otherwise alter its purpose or functions.

² The Bank, its President, Vice-Presidents, officials and staff are not involved in the political affairs of a Member State. They are not influenced by the political regime of a Member State concerned in their decisions, which must be based only on economic considerations. They assess these considerations in an impartial manner for the Bank to achieve its purpose and perform its functions.

³ The President, the Vice-Presidents, officials and members of the staff of the Bank, in the performance of their duties, shall have duties only towards the Bank, excluding any other authority. All Member States shall respect the international character of such duties and shall refrain from any attempt to influence any of the said persons in the performance of its obligations.

¹ The Governing Council shall, at its first meeting, select the location of the Bank's seat, which shall be located in the territory of a regional Member State, taking into account the facilities which must exist for the proper functioning of the Bank.

² Notwithstanding the provisions of Art. 35 of this Agreement, the Governing Council shall select the location of the Bank's headquarters under the conditions of the adoption of this Agreement.

³ The Bank may open branches or branches elsewhere.

¹ Each Member State shall designate a competent authority with which the Bank may report on any matter covered by this Agreement.

² Each Member State shall designate its central bank or another institution approved by the Bank as depositary with which the Bank may keep the assets it has in the currency of that State, as well as other assets.

³ The Bank may retain its assets with the depositories appointed by the Board of Directors. ¹

¹ The Bank shall endeavour to make the text of this Agreement and all other important documents available in the major languages used in Africa. The Bank's working languages are, if possible, the African languages, English and French.

² Member States shall provide the Bank with all the information it may request to facilitate the exercise of its functions.

³ The Bank shall publish and communicate to the Member States an annual report containing a certified statement of its accounts. It also provides, quarterly, a summary of its financial position, as well as a statement of profits and losses indicating the results of its operations. The annual report and quarterly statements shall be prepared in accordance with the provisions of s. 4 of Art. 13 of this Agreement.

⁴ The Bank may also publish any other reports it considers relevant in order to achieve its purpose and for the performance of its functions. It shall communicate them to the Member States.

¹ The Board of Governors shall determine each year the share of the Bank's net income, including that of the special funds, which is to be allocated to the estate, after deduction of the funds to be paid to the reserves and, where appropriate, the share to Distribute.

² The distribution provided for in the preceding paragraph shall be proportionate to the number of shares owned by each Member State.

³ Payments shall be made in the manner and in the currency which the Governing Council determines.

¹ Any Member State may withdraw from the Bank at any time by sending a written notification to that effect at the Bank's headquarters.

² The withdrawal of a Member State shall become effective on the date specified in its notification but, in no case, less than six months after the date on which the said notification has been received by the Bank.

¹ If a Member State fails to fulfil any of its obligations under this Agreement or any other obligation to the Bank arising out of its operations, the Governing Council may suspend it from its membership by a decision By governors representing at least 70 per cent of the total number of members' votes. The Governing Council may, in place of the suspension of membership, order the suspension of the voting rights of the Member State, in accordance with the terms and conditions which the Governing Council may determine, in accordance with the Regulations adopted under subs. 4 of this article.

² A suspended Member State of its membership shall automatically cease to be a member of the Bank one (1) year after the date of the decision to suspend, unless, during that period, a decision of the Board of Governors, taken at the same time Majority, do not re-establish it as a member.

³ During the suspension of membership, the Member State concerned shall not exercise any of the rights conferred by this Agreement, except for the right of withdrawal, but shall remain subject to all its obligations.

⁴ The Governing Council shall adopt the regulations necessary for the application of the provisions of this Article.

¹ After the date on which a State ceases to be a member (hereinafter referred to as the "termination date"), that State remains obligated by its direct commitments and other miscellaneous commitments to the Bank, as long as there remains outstanding borrowings Or guarantees obtained prior to the date of termination; but it shall cease to fulfil commitments concerning loans and guarantees granted by the Bank after that date and to share both income and expenditure of the Bank.

² When a State ceases to be a member, the Bank shall take measures to redeem its shares in the framework of the settlement of accounts to be carried out with that State in accordance with the provisions of par. 3 and 4 of this article. To this end, the share buyback price is the value of the Bank's books on the date of termination.

³ The payment of shares redeemed by the Bank under this Article shall be governed by the following conditions:

A.

Any amount owed to the State concerned in respect of its shares shall be held for as long as that State, its central bank or any of its institutions remains the debtor of the Bank, as a borrower or guarantor, and that amount may, at the discretion of the Bank, Be assigned to liquidating these debts when they mature. No amount shall be withheld in order to guarantee the fulfilment of the commitments arising, for a Member State, from its subscription of shares in accordance with paragraph 1. 4 of Art. 7 of this Agreement. In any event, no amount owing to a Member State in respect of its shares shall be paid before the expiry of a period of six months from the date of termination.

B.

The payment may be made by instalments, after the Government of the State concerned has given the shares to the Bank and until the said State has received the full repurchase price as long as, in accordance with the par. 2 of this Article, the amount corresponding to the redemption price exceeds the total amount of the debts resulting from the loans and guarantees referred to in para. In this paragraph.

C. ¹

Payments shall be made in the currency of the State which collects them or, if it is not possible to use that currency, in convertible currency.

D.

If the Bank suffers losses, as a result of the outstanding guarantees or loans on the date of termination, and if the amount of such losses exceeds that of the existing reserve to deal with the said date, the State concerned shall repay, where it is The amount that would have been deducted from the redemption price of its shares if account had been taken of these losses in the determination of the redemption price. In addition, the former Member State remains obliged to respond to any appeal concerning non-paid subscriptions, in accordance with subs. 4 of Art. 7 of this Agreement, to the extent that it would have been obliged to do so if the capital had been reached and the call made at the time when the redemption price of its shares was fixed.

⁴ If the Bank terminates its operations in accordance with Art. 47 of this Agreement, within six months after the date of termination, all the rights of the State concerned shall be determined in accordance with the provisions of Art. 47-49 of the said Agreement.

In serious circumstances, the Board of Directors may temporarily suspend operations in respect of new loans and guarantees, pending the possibility of the Board of Governors having the opportunity to deliberate and decide on them.

¹ The Bank may terminate its operations in respect of new loans, guarantees and portfolio investments, on a decision of the Board of Governors by a majority of 75 per cent of the total votes. ¹

² At the end of the final judgment, the Bank shall cease all activities except those relating to the orderly conduct, conservation and safeguarding of its assets, as well as to the settlement of its obligations.

¹ In the event of a definitive end to the operations of the Bank, the responsibility of all Member States resulting from their non-paid-up subscriptions to the Bank's share capital and the depreciation of their currencies remains until all Claims, including all contingent claims, are liquidated.

² All holders of direct claims shall be paid on the Bank's assets, and then on the funds paid to the Bank in response to the call for non-paid subscriptions. Before any payment is made to holders of direct claims, the Board of Directors shall take such measures as it deems necessary to ensure a proportionate distribution between them and holders of conditional claims.

¹ In the event that the Bank terminates its operations, no distribution shall be made to the Member States in respect of their subscriptions to the Bank's share capital until:

(i)

All commitments made to creditors have been liquidated or have been appropriately addressed; and

(ii)

The Governing Council has taken the decision to carry out a distribution. This decision shall be taken by the Council by a majority of the votes allocated to the Member States, comprising a majority of the total votes allocated to the regional Member States.

² Where a decision has been taken in accordance with the preceding paragraph, the Administrative Council may decide to carry out successive distributions of the assets of the Bank to the Member States until all assets have been distributed. This distribution may take place only after the settlement of all outstanding claims of the Bank on the Member States. ¹

³ Prior to any distribution of assets, the Board of Directors shall determine the share of each Member State on the basis of the ratio between the number of shares each owns and the total outstanding shares of the Bank.

⁴ The Board of Directors shall carry out an assessment of the assets to be distributed at the date of distribution, and shall allocate such assets as follows:

A.

It shall be paid to each Member State, in its own titles or in those of its official bodies or legal entities situated in its territories, to the extent that such securities are available for distribution, an equivalent amount in Value to the proportional portion of the total to be distributed to that State.

B.

Any remaining balance owing to a Member State after the payment made in accordance with the preceding paragraph shall be paid in the currency of that State, to the extent that the Bank holds, up to a value equivalent to that of that balance.

C.

Any remaining balance owing to a Member State after payments made in accordance with subparagraphs (a) and (b) of this paragraph shall be settled in gold or in a currency approved by that State, to the extent that the Bank holds one or the other An amount of a value equivalent to that of that balance.

D.

All assets held by the Bank after payments made to Member States in accordance with subparagraphs (a) to (c) of this paragraph shall be distributed on a pro rata basis between those States.

⁵ Any Member State which receives assets distributed by the Bank under the preceding paragraph shall be subrogated to all the rights that the Bank had on such assets prior to their allocation.

In order to achieve its goal and perform the functions entrusted to it, the Bank has full international personality. For these purposes, it may conclude agreements with the Member States and non-member states, as well as with other international organisations. For the same purposes, the Statute, immunities, exemptions and privileges set out in this Chapter shall be granted to the Bank in the territory of each Member State.

In the territory of each Member State, the Bank shall have full legal personality and, in particular, shall have full and full capacity:

A.

To conclude contracts;

B.

To acquire and dispose of movable or immovable property; and

C.

To sue.

¹ The Bank enjoys immunity from jurisdiction over any form of legal action, unless it is action arising from the exercise of its borrowing powers, in which case it can only be prosecuted before a competent court. The territory of a Member State in which its principal place of business is situated or on the territory of a Member State, whether or not a Member State, in which it has appointed an agent responsible for receiving subpoenas or summons, or in which it has issued or guaranteed Values. However, no action may be taken by Member States or by persons acting on behalf of those States or holding them from them.

² The Bank's assets and assets, wherever they are located and regardless of ownership, are exempt from any form of seizure, garnishment or enforcement action as long as a final judgment has not been issued against the Bank.

¹ The assets and assets of the Bank, wherever situated and in any possession, shall be exempt from search, requisition, confiscation, expropriation or any other form of seizure or control by the executive or Legislation.

² The archives of the Bank and, in general, all documents owned or held by the Bank are inviolable wherever they are located.

To the extent necessary for the Bank to achieve its purpose and perform its functions and subject to the provisions of this Agreement, all assets and other assets of the Bank shall be exempt from restrictions, regulations, controls and Moratoria of any kind.

Each Member State of the Bank shall apply to official communications of the Bank the system it applies to official communications of the other Member States.

All Governors, Directors, Substitutes, officials and staff of the Bank, as well as experts and consultants carrying out missions on its behalf:

(i)

Enjoy immunity from jurisdiction for acts performed by them in their official capacity;

(ii)

Play, when they are not nationals of the Member State in which they perform their duties, immunities relating to the provisions restricting immigration, the registration of foreigners and the obligations of the civic service, or Member States' recognised foreign exchange rules recognised by the Member States to representatives, officials and agents of comparable rank in the other Member States; and

(iii)

Receive, from the point of view of travel facilities, the treatment accorded by the Member States to representatives, officials and agents of comparable rank in the other Member States.

¹ The Bank, its assets, other assets and revenues, as well as its transactions and transactions, are exempt from all direct taxes ¹ And all customs duties. The Bank is also exempt from any obligation relating to the payment, withholding or collection of any tax or right.

² No tax shall be levied on or in respect of the salaries and emoluments paid by the Bank to its directors, substitutes, officials and other staff of the occupational category.

³ It shall not be levied on any obligation or value issued by the Bank, regardless of the holder thereof, or on any dividends or interest arising from it, no tax of any kind whatsoever,

(i)

A discriminatory measure directed against such an obligation or value for the sole reason that it is issued by the Bank; or

(ii)

The only legal basis is the intended or actual place or currency of issue or payment or the location of an office or operations centre of the Bank.

⁴ It shall not be levied, on any obligation or value guaranteed by the Bank, whatever the holder thereof, or on any dividends or interest arising from it, no tax of any kind whatsoever,

(i)

A discriminatory measure directed against such an obligation or value for the sole reason that it is guaranteed by the Bank; or

(ii)

The only legal basis is the location of an office or operations centre of the Bank.

Each Member State shall without delay inform the Bank of the specific measures it has taken to apply the provisions of this Chapter in its territory.

The immunities, exemptions and privileges provided for in this Chapter shall be granted in the interest of the Bank. The Board of Directors may, to the extent and the conditions it determines, waive the immunities and exemptions provided for in s. 52, 54, 56 and 57 of this Agreement in cases where, in its opinion, this decision would favour the interests of the Bank. The President has the right and the duty to waive the immunity granted to an official in cases where, in his opinion, immunity would impede the normal course of justice and may be waived without prejudice to the interests of the Bank.

¹ Any proposal for amendments to this Agreement, from a Member State, a Governor or the Board of Directors, shall be communicated to the President of the Governing Council, who shall refer the matter to the Council. If the Governing Council approves the proposed amendment, the Bank shall request the Member States, by letter, fax or circular telegram, if they accept the amendment. If two thirds of the Member States, with three-quarters of the votes allocated to the Member States, comprising two thirds of the regional Member States with three-fourths of the votes allocated to the regional Member States, accept the amendment Proposed, the Bank shall promptly endorse the fact by means of a formal communication to the Member States. ¹

² Notwithstanding the provisions of s. 1 of this section, the voting majorities set out in s. 3 of Art. 3 may be amended only by the same majorities.

³ Notwithstanding the provisions of s. 1 of this Article, the unanimous agreement of the Member States is required for any amendment which modifies:

(i)

The right guaranteed by s. 2 of the art. 6 of this Agreement;

(ii)

Limitation of liability under s. 5 of that article;

(iii)

The right of withdrawal under s. 43 of this Agreement.

⁴ The amendments shall enter into force for all Member States three months after the date of the formal communication provided for in par. 1 of this Article, unless otherwise provided by the Governing Council.

⁵ Notwithstanding the provisions of s. 1 of this Article, not later than three years after the entry into force of this Agreement and taking into account the experience of the Bank, the rule that each Member State shall have one vote shall be examined by the Governing Council, or By a meeting of the Heads of the Member States in accordance with the conditions laid down in the adoption of this Agreement.

¹ The English text and the French text of this Agreement are equally authentic.

² Any question concerning the interpretation of the provisions of this Agreement between a Member State and the Bank or between two or more Member States of the Bank shall be referred to the Governing Council for decision. The Member State which is particularly interested in the dispute has the right, if it is not represented on the Board of Directors by an administrator of its nationality, to be represented directly in such cases. This right of representation will be the subject of a regulation made by the Governing Council.

³ Where the Board of Directors has acted in accordance with s. 2 of this Article, any Member State may request that the matter be brought before the Governing Council which, in accordance with a procedure to be established in accordance with paragraph 1. 3 of Art. 31 of this Agreement, shall be called upon to take a decision within three months. The Governing Council's decision is without appeal.

In the event of a dispute between the Bank and the Government of a State which has ceased to be a member, or between the Bank, at the definitive end of its operations, and a Member State, the dispute shall be referred to arbitration by a court of three arbitrators. Each party shall appoint an arbitrator, and the two arbitrators shall appoint the third arbitrator to serve as the presiding arbitrator. If within 30 days of the request for arbitration, no party has appointed an arbitrator or, within 15 days after the appointment of the two arbitrators, the third arbitrator has not been appointed, either party may apply to the President of the International Court of Justice, or any other body designated in a regulation adopted by the Governing Council, to appoint an arbitrator. The procedure is defined by the arbitrators. However, the third arbitrator has full powers to resolve all procedural matters over which the parties would disagree. The decisions of the arbitrators shall be adopted by a simple majority, without appeal and binding.

¹ This Agreement, deposited with the Secretary-General of the United Nations (hereinafter referred to as "the Depositary"), shall remain open, until 31 December 1963, for the signature of the Governments of the States whose names appear in Annex A to this Agreement.

² The Depositary shall provide to all Signatories certified copies of this Agreement.

¹

^{A. This Agreement shall be subject to ratification or acceptance by the Signatories. Signatory governments shall deposit their instrument of ratification or acceptance with the Depositary before 1} July 1965. The Depositary shall give notice of each deposit and of the date of the deposit to the other Signatories.

B.

A State whose instrument of ratification or acceptance shall be deposited before the date of entry into force of this Agreement shall become a member of the Bank on that date. Any other Signatory who will comply with the provisions of the preceding paragraph shall become a member on the date on which it has deposited its instrument of ratification or acceptance.

² Regional states which would not become members of the Bank in accordance with the provisions of s. 1 of this Article may become members after the entry into force of the Agreement by acceding to it, in accordance with the arrangements to be determined by the Governing Council. The Government of any State concerned shall deposit, on a date fixed by the said Council or before that date, an instrument of accession with the Depositary, which shall give notice of the deposit and the date of such deposit to the Bank and to the Parties to the Agreement. Following this deposit, the State concerned shall become a member of the Bank on the date fixed by the Governing Council.

³ A Member State may, at the time of the deposit of its instrument of ratification or acceptance of membership, declare that it reserves itself and its political subdivisions, the right to impose the salaries and emoluments paid to its citizens, to Its nationals or residents.

This Agreement shall enter into force upon the deposit of instruments of ratification or acceptance by twelve signatory governments whose initial subscriptions, as set out in Annex A to the Agreement, represent in total Sixty-five per cent at least of the capital stock authorized by the Bank ¹ Without, however, the entry into force of the Agreement in accordance with the provisions of that Article may be earlier than 1 ^Er January 1964.

¹ Upon the entry into force of this Agreement, each Member State shall appoint a Governor, and the Institution (Trustee) designated for that purpose, and for the purposes defined in par. 5 of the art. 7 of the Agreement, shall convene the first meeting of the Governing Council.

² At its first meeting, the Governing Council:

A.

Elira nine directors of the Bank in accordance with para. 1 of the art. 33 of this Agreement; and

B.

Will provide for the determination of the date on which the Bank will commence operations.

³ The Bank will notify the Member States of the date on which it will commence operations.

Done at Khartoum, on August 4, thousand nine hundred and sixty-three, in a single copy in the English and French languages. Amendments to Abidjan by resolution 05-79 of the Board of Governors on 17 May thousand nine hundred and sixty nineteen.

(Suivent signatures)