The object of the Bank is, by contributing to the economic progress and reconstruction of the countries of Central and Eastern Europe which undertake to respect and implement the principles of pluralist democracy, pluralism and the economy of Market, to promote the transition from their economies to market economies, and to promote private initiative and entrepreneurship. Under the same conditions, the Bank's object may also be implemented in Mongolia and in the southern and eastern Mediterranean countries, as the Bank will decide on an affirmative vote of at least two-thirds of the Number of Governors, representing at least three-quarters of the total number of votes allocated to Members. Consequently, any reference in this Agreement and in its annexes to the "countries of central and eastern Europe", to one or more "beneficiary countries" or to "beneficiary member countries" also applies to Mongolia and to the countries of the Southern and eastern Mediterranean basin that meet the above conditions.

To fulfil its long-term objectives of promoting the transition of the economies of the countries of central and eastern Europe to a market economy and encouraging private initiative and entrepreneurship, the Bank helps countries Beneficiary members to implement economic, structural and sectoral reforms, including those aimed at the dismantling of monopolies, decentralisation and privatisation, which will help their economies to become fully Integrated into the international economy; to this end, the Bank is taking steps to:

(i)

Promote, through private investors and other interested investors, the establishment, improvement and development of productive, competitive and private sector activities, in particular small and medium-sized enterprises Enterprises;

(ii)

To mobilize, for the purpose described in para. (i) domestic and foreign capital as well as experienced management teams;

(iii)

Foster productive investment, including in the services sector and in the financial sector, and in infrastructure where necessary to support private initiative and entrepreneurship, thus helping to Place a competitive environment, improve productivity, standard of living and working conditions;

(iv)

Provide technical assistance for the development, financing and implementation of projects under the Bank's objectives, whether they are isolated or within the framework of specific investment programmes;

(v)

To stimulate and encourage the development of capital markets;

(vi)

Support reliable and economically viable projects of interest to several beneficiary member countries;

(vii)

Promote sound and environmentally sustainable development in the context of all its activities; and

(viii) undertake any other activities and provide any other services to enable it to carry out those functions.

2. In the performance of the duties referred to in s. 1 of this Article, the Bank shall cooperate closely with all its members and, in the manner that it deems appropriate in accordance with the provisions of this Agreement, with the International Monetary Fund, the International Bank for the Reconstruction and development, the International Finance Corporation, the Multilateral Investment Guarantee Agency and the Organization for Economic Cooperation and Development; it cooperates with the United Nations Specialized agencies and any other related body, as well as any entity, Public or private sector, which would be affected by economic development and investment in the countries of Central and Eastern Europe.

1. Membership may be granted as follows:

(i) 1) to European countries, and

2) to non-European countries that are members of the International Monetary Fund; and

(ii)

The European Economic Community and the European Investment Bank.

The countries to which the quality of membership may be granted in accordance with paragraph 2. 1 of this section, but does not become so in accordance with s. 61 of this Agreement, may be admitted as members, on terms and conditions that the Bank may determine, by an express decision of at least two-thirds of the number of Governors, representing at least three-quarters of the total number of Members' votes.

The initial authorised social capital is ECU 10 billion (10 000 000 000). It is divided into one million (1 000 000) of shares of a value of ten thousand (10 000) ECU each, each of which can be subscribed only by the members and in accordance with the provisions of Art. 5 of this Agreement.

2. The initial social capital consists of shares released and shares subject to appeal. The total initial value of the actions released entirely amounts to ECU 3 000 000 000.

3. Authorized social capital may be increased, at any time and under the most appropriate conditions, by a vote by a majority of at least two-thirds of the number of governors, representing at least three quarters of the total number Members' votes.

1. Each member, subject to the completion of legal proceedings, shall subscribe to shares of the capital of the Bank. Each subscription to the initial authorized share capital is made up of three (3) for seven (7) for the released shares and the actions subject to appeal. The initial number of shares to which the signatories of this Agreement may subscribe, who become members in accordance with Art. 61 of this Agreement is the number set out in Schedule A. No member shall make an initial underwriting of less than one hundred (100) shares.

2. The initial number of shares to be subscribed by countries admitted to membership in accordance with par. 2 of the art. 3 of this Agreement shall be determined by the Governing Council, it being understood, however, that such a subscription shall not have the effect of reducing the percentage of shares held jointly by the member countries of the Economic Community European Economic Community and the European Investment Bank at less than the majority of the subscribed capital.

3. At least every five (5) years, the Governing Council shall review the Bank's share capital. In the case of an increase in authorised social capital, each member shall be offered, in accordance with the uniform terms and conditions laid down by the Governing Council, a reasonable opportunity to subscribe to a fraction of the increase equivalent to the The ratio between the number of shares already subscribed by the Bank and the total social capital of the Bank immediately prior to the increase. No member is required to take out any portion of a capital increase.

4. Subject to the provisions of subs. 3 of this Article, the Governing Council may, at the request of a member, increase the share of that member or allocate to that member shares of authorized social capital which have not been subscribed by other members; but this increase or Allocation of shares shall not have the effect of reducing the percentage of shares held jointly by the member countries of the European Economic Community, the European Economic Community and the European Investment Bank, unless Of the majority of the subscribed capital.

5. The shares initially subscribed by the members shall be issued to the peer. The other shares shall be issued at par unless, by a vote by a majority of at least two-thirds of the number of governors, representing at least two-thirds of the total number of votes allocated to the members, the Governing Council shall decide, in Special circumstances, underwriting under other terms and conditions.

6. The shares shall not be collateralized or encumbrated in any way, nor transferred, except to the Bank under the conditions set out in chap. VII of this Agreement.

7. The liability incurred by members in respect of shares is limited to the unremitted portion of their issue price. No member may, by virtue of his membership, be held responsible for the obligations entered into by the Bank.

1. The payment of the paid-up shares of the initial capital subscribed by the signatories of this Agreement which become members in accordance with the provisions of Art. 61 of this Agreement shall be made in five (5) instalments representing twenty (20) per cent each. The first payment shall be made by each member within sixty (60) days, either after the date of entry into force of this Agreement, or after the date of deposit of its instrument of ratification, acceptance, or approval Pursuant to the provisions of s. 61, if the latter occurs after the effective date. The following four (4) payments shall be due successively on the last day of the one-year period immediately following the previous maturity and shall be made subject to the legislative provisions of each member.

2. Fifty (50) % of the payment of each payment due under subs. 1 of this article or by a member admitted in accordance with paragraph 1. 2 of the art. 3 of this Agreement may be made in promissed notes or any other instrument issued by the member and denominated in ecus, either in United States dollars or in yen, and taken in accordance with the Bank's disbursement needs related to its operations. These banknotes or instruments, non-transferable and non-interest-bearing, are cashed at their nominal value at the request of the Bank. The encashment of such notes or instruments shall be effected in such a way that, on reasonable periods, their value in ecu is, on the date of the application, proportionate to the number of shares to be paid out and held by each member having Deposited those notes or instruments.

3. Any payment made by a member in respect of the subscription of shares of the initial social capital shall be made either in ecus or in United States dollars, or in yen, on the basis of the average exchange rate of the currency in question in relation to the ECU For the period from 30 September 1989 to 31 March 1990 inclusive.

4. The amounts underwritten in shares of the Bank's share capital subject to appeal shall be appealed in accordance with Art. 17 and 42 of this Agreement, only on the dates and conditions set by the Bank to meet its commitments.

5. In the case of an appeal as provided for in s. 4 of this Article, the payment shall be made by the member either in ecus or in United States dollars or in yen. The appeal shall be carried out uniformly on the basis of the ECU value of each action subject to appeal, calculated at the time of the appeal.

6. A month at the latest after the inaugural meeting of the Governing Council, the Bank shall determine the place where all payments provided for in this Article shall be made, on the understanding that, until such time as the Bank makes that decision, the payment shall be made The first payment referred to in paragraph 1 of this Article shall be made to the European Investment Bank, in its capacity as agent (trustee) of the Bank.

7. For subscriptions other than those referred to in s. 1, 2 and 3 of this Article, payments made by a member in respect of his subscription of the paid-up shares of the authorized social capital of the Bank shall be in ecus, in United States dollars or in yen, whether in cash, By promissor notes or by any other instrument.

For the purposes of this Article, payment or denomination in ecus shall mean, in particular, payment or denomination in any fully convertible currency which is equivalent, on the date of payment of the encashment, to the value of the obligation concerned ECU.

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

(i)

The authorized social capital of the Bank, subscribed under s. 5 of this Agreement, consisting of actions to be released and actions subject to appeal;

(ii)

Funds obtained by the Bank by way of borrowing under the powers conferred on it by para. (i) s. 20 of this Agreement and to which the provisions relating to appeals referred to in s. 4 of Art. 6 of this Agreement;

(iii)

Funds received in repayment of loans or guarantees, or from disposals of investments made with the resources referred to in paras. (i) and (ii) of this section;

(iv)

Income from loans and capital investments financed from the resources referred to in paras. (i) and (ii) of this Article, and income from firm guarantees and subscriptions not a national of the Bank's special operations; and

(v)

Any other funds or income of the Bank not to the resources of the Special Funds defined in Art. 19 of this Agreement.

1. The resources and facilities of the Bank shall be used exclusively to fulfil the purpose and functions laid down in Art. 1 and art. 2 of this Agreement.

2. The Bank can carry out its operations in countries of central and eastern Europe which make a decisive transition to the market economy, participate in the promotion of private initiative and entrepreneurship and apply, through Concrete measures or other means, the principles set out in s. 1 of this Agreement.

3. In the event that a member implements a policy that is inconsistent with s. 1 of this Agreement, or in exceptional circumstances, the Board of Directors shall consider whether access by a member to the Bank's resources should be suspended or amended, and may make the necessary recommendations to the Board of Governors. Any decision on this matter shall be taken by the Board of Governors by a majority of at least two-thirds of the governors, representing at least three quarters of the total votes allocated to the members.

4.

(i) Any potential beneficiary country may request that the Bank grant it access to its resources for limited purposes and for a period of three (3) years from the date of entry into force of this Agreement. Any such application shall be attached as an integral part of this Agreement as soon as it has been submitted.

(ii)

During this period:

(a)

The Bank shall provide the country and the enterprises located in its territory, at their request, technical assistance and any other type of assistance to finance its private sector, to facilitate the transition of State enterprises to the property and to the And to assist enterprises operating competitively and preparing to operate in accordance with the rules of the market economy, in the proportion referred to in par. 3 of Art. 11 of this Agreement;

(b)

The total amount of any assistance so provided shall not exceed the total amount of cash disbursed and promissary notes issued by that country in respect of its shares.

(iii)

At the end of this period, the decision to allow access to resources audit countries beyond the limits indicated in paras. (a) and (b) shall be taken by the Board of Governors by a majority of at least three-quarters of the Governors, representing at least eighty-five (85) % of the total number of votes allocated to members.

The Bank's operations include ordinary operations financed from ordinary capital resources of the Bank, as defined in Art. 7 of this Agreement, and special operations financed from resources of Special Funds defined in Art. 19 of this Agreement. Both types of operations can be combined.

1. The ordinary capital resources and the Bank Special Funds are, at all times and in all respects, held, used, committed, invested or otherwise employed in a completely separate manner. The Bank's financial statements show the Bank's reserves as well as its ordinary operations and, separately, its special operations.

2. The Bank's regular capital resources may not, under any circumstances, bear or serve to discharge the losses or obligations arising from special operations or other activities for which the resources of the Special Funds have been The origin used or committed.

3. Expenditures directly related to ordinary transactions are charged to regular capital resources. Expenditures directly related to special operations are charged against the resources of the Special Funds. Any other form of expenditure shall be charged, subject to paragraph 1 of Art. 18 of this Agreement, under the conditions laid down by the Bank.

1. In pursuit of its objectives and the exercise of its mission as defined in Art. 1 and 2 of this Agreement, the Bank conducts its operations in any or all of the following ways:

(i)

By granting loans in favour of private sector enterprises, any state enterprise operating in a competitive manner and preparing to operate according to the rules of the market economy or any state enterprise in order to promote its Transition to private ownership and control, either by co-financing such loans with multilateral institutions, commercial banks or other interested sources of financing, or by participating in such loans, the purpose being In particular to strengthen or facilitate the participation of private and/or foreign capital in these Enterprises;

(ii) (a) taking stakes in private sector companies;

(b)

By taking stakes in any state enterprise operating competitively and preparing to operate according to the rules of the market economy and by taking stakes in any state enterprise with a view to promoting its Transition to private ownership and control, with the aim of facilitating or strengthening the participation of private and/or foreign capital in these enterprises;

(c)

Ensuring, where other means of financing are not adequate, the issuance of securities by private sector companies and state-owned enterprises such as those referred to in para. (b) above for the purposes mentioned in this paragraph;

(iii)

By facilitating access to domestic and international capital markets to private sector companies or other companies referred to in para. (i) of this paragraph for the purposes described in this paragraph, by means of guarantees, where other means of financing are not adequate, and by providing financial advice or other forms of assistance;

(iv)

Using the resources of the Special Funds in accordance with agreements defining their use; and

(v)

By granting or participating in loans and providing technical assistance for the reconstruction and development of infrastructure, including environmental protection programmes, necessary for the development of the sector And the transition to a market economy.

For the purposes of this paragraph, a State enterprise shall not be regarded as operating in a competitive manner if it is not managed independently in a competitive market environment and if it is not subject to the laws Governing the bankruptcy.

2.

(i) The Board of Directors shall conduct at least an annual review of the Bank's lending operations and strategy in each recipient country to ensure that the Bank's object and mission as defined in s. 1 and 2 of this Agreement are fully complied with. Any decision resulting from this examination shall be taken by a majority of at least two-thirds of the directors, representing at least three-quarters of the total number of votes allocated to the members.

(ii)

This review includes, inter alia, the analysis of the progress made by each country in the area of decentralisation, the dismantling of monopolies and the privatisation of its economy; it also takes into account the proportion of loans To private enterprises and state enterprises engaged in a process of evolution towards the market economy or privatisation, in respect of infrastructure, technical assistance and other purposes.

3.

(i) Without prejudice to the other operations referred to in this Article, forty (40) % of the total amount of the Bank's commitments in respect of loans, guarantees and equity of participation shall be devoted to the State sector. As a first step, this limit will apply for a period of two (2) years, considered as a whole from the start of the Bank's operations, and then for each subsequent financial year.

(ii)

Regardless of the country, and without prejudice to the other operations referred to in this Article, forty (40) % of the total amount of the Bank's commitments in respect of loans, guarantees and equity investments shall be devoted to the sector Of the State for a period of five (5) years as a whole.

(iii)

For the purposes of this paragraph,

(a)

The state sector includes national governments, local governments, organizations and enterprises that they own or control;

(b)

Shall not be considered as a competition to the State sector the loans and guarantees granted to state enterprises or the takeovers made within such undertakings which implement a programme privatising or passing on Their management under private ownership and control;

(c)

Are not considered to be in the state sector lending to financial intermediaries who use them to finance private sector operations.

The total amount of outstanding loans, equity and guarantees issued by the Bank in respect of its ordinary operations shall not be increased at any time if the increase results in an excess of the total amount of its capital Net of obligations, reserves and surpluses included in its regular capital resources.

The total amount of any take-up does not, as a general rule, exceed the percentage of the share capital of the undertaking concerned which the Board of Directors deems appropriate. The Bank does not seek to obtain control of the undertaking concerned by such takeovers; it does not exercise such control and does not assume direct responsibility for the management of the undertakings in which it has invested, Except in the event of default or threat of default on its investments, or in the event of the actual or potential insolvency of the enterprise to which it has made such investments, or in other situations which, from the point of view of Bank, threaten these investments, the Bank can take any initiative or exercise any right Which it deems necessary in order to protect its interests.

3. The stock of equity investments disbursed by the Bank shall at no time exceed the amount of its subscribed capital in shares to be released net of bonds, increased surpluses and the general reserve.

4. The Bank does not provide guarantees on export credits and does not carry out any insurance activities.

The Bank's operations are carried out in accordance with the following principles:

(i)

The Bank applies the principles of sound banking management in all its operations;

(ii)

The Bank's operations finance specific projects, whether they are ad hoc or within the framework of specific investment programmes, as well as the implementation of technical assistance, corresponding to The object and functions described in s. 1 and 2 of this Agreement;

(iii)

The Bank does not finance any business in the territory of a member if the member objects to it;

(iv)

The Bank does not permit a disproportionate share of its resources to be used for the benefit of any of its members;

(v)

The Bank strives to maintain reasonable diversification with respect to its investments;

(vi)

Before a loan or guarantee is granted, or a shareholding is made, the applicant must have submitted an appropriate proposal and the President of the Bank must have submitted a written report to the Board of Directors On the proposal and its recommendations, drawn up on the basis of a study carried out by the services of the Bank;

(vii)

The Bank does not grant any financing or facility where the applicant can obtain sufficient funds or facilities elsewhere, in accordance with the terms and conditions that the Bank considers reasonable;

(viii)

The Bank, by granting or guaranteeing financing, gives its importance to the examination of the capacity of the borrower and, where appropriate, the guarantor, to meet their commitments under the financing contract;

(ix)

When the Bank grants a direct loan, it allows the borrower to withdraw funds only to cover the costs as they are incurred;

(x)

Whenever it can do so appropriately and in satisfactory conditions, the Bank strives to renew its resources by transferring its investments to private investors;

(xi)

The Bank, in accordance with the conditions and conditions which it deems appropriate, shall make investments in individual undertakings taking account of the needs of these undertakings, the risks involved, and the conditions and Arrangements that are normally obtained by private investors for similar financing;

(xii)

The Bank does not impose any restrictions on the use of the proceeds of a loan, investment or other financing in the course of its ordinary operations or special operations in view of the acquisition of property and Services in any country; in all appropriate cases, its loans and other operations are granted subject to the organisation of international tenders; and

(xiii)

The Bank makes the necessary arrangements to ensure that the proceeds of any loan made or guaranteed by the Bank or to which it participates, or any capital equity investment, is used exclusively for the purposes for which the loan is made Participation has been granted, giving economic and efficiency considerations the importance that is owed to them.

1. The lending contracts awarded by the Bank, to which it participates or guarantees, shall lay down the terms and conditions, in particular as regards the repayment of the principal, the payment of interest and other commissions or charges, Payment dates and dates. In laying down these terms and conditions, the Bank takes full account of the need to preserve its income.

2. Where the beneficiary of loans or loan guarantees is not a member but a state enterprise, the Bank may, where it appears desirable, bearing in mind different approaches according to whether they are undertakings Requiring the member or members in the territory of which the project is to be carried out, or of a public body or of any emanation of that member or members Authorised by the Bank, to guarantee, in accordance with the loan agreement, the repayment of the Payment of interest and other charges and commissions related to the loan. The Board of Directors shall carry out an annual review of the Bank's strategy in this field, taking due account of its solvency.

3. The loan or guarantee contract shall state expressly the currency (s), or the ECU, in which all payments due to the Bank under this loan or guarantee will be made.

1. The Bank shall, in addition to interest, collect a commission on loans that it consents or to which it participates in its ordinary operations. The terms and conditions of this committee shall be laid down by the Administrative Council.

2. Where it provides security to a loan in the course of its ordinary operations, or when it guarantees the sale of securities, the Bank shall, as a fair compensation for the risks it assumes, charge a royalty payable at rates and Dates set by the Board of Directors.

3. The Board of Directors may fix the other charges payable for the ordinary operations of the Bank, as well as the commissions, charges and miscellaneous charges relating to special operations.

1. The amount of fees and commissions charged by the Bank under s. 15 of this Agreement shall be set up as a special reserve which the Bank shall keep in order to deal with its losses in accordance with Art. 17 of this Agreement. The Special Reserve shall be kept in the form of liquidity that the Bank deems appropriate.

2. If the Governing Council considers that the amount of the special reserve is sufficient, it may decide that all or part of such commissions or royalties will now be considered as part of the Bank's income.

1. For its ordinary operations, in the case of arrears or non-payment in respect of the loans it has granted, to which it participates or guarantees, and in the case of losses related to guarantees of issue or participation, the Bank shall engage in any action it deems appropriate. The Bank shall keep sufficient provisions to cover any losses.

2. Losses in the Bank's ordinary operations are attributed to:

(i)

First, on the provisions referred to in s. 1 of this article;

(ii)

Second, on its net income;

(iii)

Third, on the special reserve provided for in Art. 16 of this Agreement;

(iv)

Fourth, on the general surplus reserve;

(v)

Fifth, on the capital of net-paid shares; and

(vi)

Last, on an amount appropriate to the subscribed capital in shares subject to appeal but not yet called and whose appeal is made in accordance with the provisions of subs. 4 and 5 of Art. 6 of this Agreement.

1.

(i) The Bank may accept the management of special funds created for the realization of its object and entering the framework of its mission in its beneficiary countries and its potential beneficiary countries. The management costs of each Special Fund are charged to this Special Fund.

(ii)

For the purposes of subparagraph (i), the Governing Council may, at the request of a Member which is not a beneficiary country, decide that the Member qualifies as a potential beneficiary for a limited period and under conditions of Determine. This decision shall be taken by an affirmative vote of at least two-thirds of the number of Governors, representing at least three-quarters of the total number of votes allocated to Members.

(iii)

The decision to allow a Member to qualify as a potential beneficiary can only be taken if that Member is able to meet the requirements for becoming a beneficiary country. These conditions are those set out in s. 1 of this Agreement, in its version applicable at the time of that decision or in that applicable at the entry into force of an amendment which has already been approved by the Governing Council at the time of that decision.

(iv)

If a potential beneficiary country has not become a beneficiary country at the end of the period indicated in subparagraph (ii), the Bank shall immediately cease any special operations in that country, except those arising out of the liquidation, of the The preservation and preservation of the assets of the Special Fund and the fulfilment of its obligations in this regard.

2. The Special Funds accepted by the Bank may be used in its beneficiary countries and its potential beneficiary countries in any way in accordance with all conditions and modalities compatible with the object and mission of the Bank, With any other applicable provision of this Agreement and with the convention or conventions governing these Funds.

3. The Bank shall adopt the rules and regulations necessary for the institution, management and use of each Special Fund. These rules and regulations shall be consistent with the provisions of this Agreement, except those relating specifically and exclusively to the ordinary operations of the Bank.

The term "Special Fund resources" refers to the resources of any Special Fund and includes:

(i)

Funds accepted by the Bank for their allocation to a Special Fund;

(ii)

The funds repaid in respect of loans or guarantees and the proceeds of equity investments, 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; and

(iii)

Income from the investment of resources from the Special Funds.

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

(i)

Borrowing funds in member countries or elsewhere, provided that:

(a)

Before placing its obligations on sale in the territory of a country, it has obtained the consent of that country; and

(b)

When its obligations must be in the currency of a member, it has obtained the consent of the member;

(ii)

Place or deposit funds that it does not need for its operations;

(iii)

To purchase and sell, in the secondary market, the securities that it has issued or guaranteed or in which it has placed funds;

(iv)

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

(v)

Subscribe to, or participate in, the firm subscription of securities issued by any company for the purpose and mission of the Bank;

(vi)

Provide all technical advice and assistance that serves its objectives and is part of its functions;

(vii)

Exercise all other powers and adopt any rules and regulations consistent with the provisions of this Agreement that may be necessary or appropriate for the pursuit of its objectives and the performance of its functions; and

(viii) enter into cooperation agreements with any public or private entity.

2. It is clearly stated, on the front of any title issued or guaranteed by the Bank, that the title does not constitute a commitment to any government or member, unless the responsibility of a specified government or member is In effect, in which case it is expressly mentioned in the title.

Where it becomes necessary, under this Agreement, to determine whether a currency is fully convertible for the purposes of this Agreement, it shall be the responsibility of the Bank to do so, taking into account the paramount need to preserve its interests Financial and, if necessary, after consulting the International Monetary Fund.

2. Members shall not impose any restriction on the Bank in respect of the receipt, detention, use or transfer:

(i)

Currencies or ecus which the Bank receives in payment of subscriptions to social capital, in accordance with the provisions of Art. 6 of this Agreement;

(ii)

The currencies obtained by the Bank by way of borrowing;

(iii)

Currencies and other resources managed by the Bank in respect of contributions to the Special Funds; and

(iv)

Currencies which the Bank receives in payment of principal, interest, dividends and other charges, collected in respect of loans, or investments or proceeds from the disposal of such investments, effected by means of the resources referred to in par. (i), (ii) and (iii) of this paragraph, and in payment of commissions, royalties or other charges.

The Bank shall have a Board of Governors, a Board of Directors, a Chairman, one or more Vice-Presidents and all other officials and officers deemed necessary.

Each member shall be represented on the Board of Governors and appoint a Governor and an Alternate. Each governor and alternate shall be revocable at any time at the discretion of the member who appointed him or her. No substitute shall be allowed to vote except in the absence of the holder. At each annual meeting, the Board shall elect one of the governors, who shall hold office until the election of the President at the next annual meeting.

2. The governors and substitutes shall not receive remuneration from the Bank.

All the powers of the Bank shall be vested in the Governing Council.

(2) The Governing Council may delegate to the Governing Council all or part of its powers with the exception of power:

(i)

Admit new members and set the conditions for their admission;

(ii)

Increase or reduce the Bank's authorized social capital;

(iii)

Suspend a member;

(iv)

Decide on appeals against decisions of the Board of Directors with respect to the interpretation or application of this Agreement;

(v)

Authorise the conclusion of general cooperation agreements with other international organisations;

(vi)

To elect directors and the President of the Bank;

(vii)

To fix the remuneration of the directors and their alternates and the emoluments and other clauses of the contract binding the President to the Bank;

(viii)

Approve, after consideration of the account verification report, the overall balance sheet and the Bank's loss and profit account;

(ix)

Determine the amount of reserves, allocation and distribution of the Bank's net profits;

(x)

To amend this Agreement;

(xi)

To decide on the permanent cessation of the Bank's operations and to allocate its assets; and

(xii)

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

The Governing Council shall retain any power to exercise its authority over any matter which it has delegated or entrusted to the Board of Directors in accordance with subs. 2 of this Article or any other provision of this Agreement.

The Governing Council shall hold an annual meeting and shall also meet on its own initiative or on convocation by the Board of Directors. A meeting of the Board of Governors shall be convened by the Board of Directors when at least five (5) members of the Bank, or members holding at least one quarter of the total number of votes allocated to the members, shall request it.

(2) The quorum for any meeting of the Governing Council shall be attained when at least two-thirds of the governors are present, provided that they represent at least two thirds of the total number of votes allocated to the members.

The Governing Council may, by regulation, establish a procedure for the Governing Council, where the Governing Council deems it appropriate, to obtain a vote of the governors on a matter determined without convening a meeting of the Board of Governors. Board of Governors.

4. The Governing Council and, to the extent permitted, the Board of Directors, may establish the subsidiary bodies and adopt the necessary or appropriate rules and regulations for the conduct of the Bank's affairs.

The Board of Directors is composed of twenty-three (23) members who are not members of the Board of Governors, including:

(i)

Eleven (11) are elected by the Governors representing the Federal Republic of Germany, Belgium, Denmark, Spain, France, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, the United Kingdom and the Economic Community. European Investment Bank and

(ii)

Twelve (12) are elected by governors representing other members, including:

(a)

Four (4) shall be elected by the governors representing the countries listed in Annex A in the category of Central and Eastern European countries and who may benefit from the assistance of the Bank;

(b)

Four (4) shall be elected by the Governors representing the countries listed in Annex A of this Agreement in the category other European countries;

(c)

Four (4) are elected by the governors representing the countries listed in Appendix A in the non-European country category.

Directors represent the members of the governors from whom they have been elected and may also represent the members who entrust their votes to them.

2. Directors shall be persons of high economic and financial competence and shall be elected in accordance with the procedure set out in Annex B.

The Governing Council may, by an express decision of at least two-thirds of the Governors, representing at least three-quarters of the total number of votes allocated to members, increase or decrease the number of members of the Board In order to take account of the changes in the number of members of the Bank. Without prejudice to the exercise of these powers for the following elections, the number of members and the composition of the second Board of Directors shall be those referred to in paragraph 1 of this article.

4. Each director shall designate an alternate who, in his absence, shall act on his behalf. Directors and alternates shall be nationals of the Member States. No member can be represented by more than one administrator. Alternates may take part in meetings of the Council but may vote only in the absence of the administrator whom they replace.

5. The directors shall be elected for three (3) years and shall be eligible for re-election on the understanding that the first Board of Directors shall be elected by the. Governing Council at its inaugural meeting and shall remain in office until the annual meeting of the Governing Council which follows it immediately or, if the latter so decides at this annual meeting, up to the annual meeting Next. They shall remain in office until the appointment and taking of office of their successors. If the position of an administrator becomes vacant more than one hundred and eighty (180) days before the expiry of his or her term of office, he shall be provided, in accordance with the provisions of Annex B, by a new director chosen by the governors who had Appointed the former director; this new director will remain in office for the duration of the remaining term of office. This election must be made by a majority of the votes cast by the governors concerned. If the position of an administrator becomes vacant one hundred and eighty (180) days or less before the expiry of his or her term of office, a successor may in the same manner be selected for the term of office remaining to be run by a vote of the governors who elected The former administrator; the election must be by a majority of the votes cast by these governors. During the vacancy, the alternate of the former director shall exercise the powers of the former director, except for the appointment of an alternate.

Without prejudice to the powers of art. 24 of this Agreement confers on the Board of Governors, the Board of Directors provides the direction of the general operations of the Bank; for that purpose, it shall exercise, in addition to the powers expressly conferred upon it by this Agreement, all The powers delegated to it by the Governing Council, and in particular:

(i)

Preparing the work of the Governing Council;

(ii)

In accordance with the general directives given to it by the Governing Council, it develops policies and makes decisions on loans, guarantees, takeovers, loans, technical assistance and other operations of the Bank;

(iii)

It shall submit to the Governing Council, at the annual meeting of the Governing Council, the accounts for the financial year after verification; and

(iv)

Approves the Bank's budget.

The Board of Directors normally functions 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 attained when the majority of the directors representing at least two-thirds of the total number of votes allocated to the members are present.

3. The Governing Council shall adopt a Regulation under which a member who does not have an administrator of his nationality may send a representative to attend without the right to vote at any meeting of the Board of Directors during which Examined an issue that is particularly relevant to it.

1. The number of votes allocated to each member shall be equal to the number of shares it has subscribed to in the Bank's share capital. Where a member has not paid any part of the amount owing under the obligations entered into for the shares to be released, as defined in s. 6 of this Agreement, that Member shall not, as long as this defect in payment lasts, exercise the fraction of his voting rights which corresponds to the ratio between the amount due and unpaid and the total amount of the shares to be released by that Member In the Bank's social capital.

2. By voting in the Board of Governors, each governor shall have the votes of the member he represents. Except as otherwise provided in this Agreement, all matters referred to by the Board of Governors shall be decided by a majority of the votes cast by the members taking part in the vote.

3. In a vote on the Board of Directors, each director shall have the number of votes allocated to the governors who elected him and the votes of any governor entrusted to him or her, in accordance with the provisions of Section D of Schedule B. A director representing more than one member does not necessarily have to cast the votes of the members he represents. Except as otherwise provided in this Agreement, and except in the case of policy decisions taken by a majority of at least two-thirds of the votes allocated to the members taking part in the vote, all matters of which the Council Shall be known shall be decided by a majority of the votes cast to the members taking part in the vote.

1. The Governing Council, by a vote of the majority of the total number of governors, representing at least the majority of the total number of votes allocated to members, shall elect the President of the Bank. The President shall not, for the duration of his term of office, exercise the functions of a governor, administrator or substitute for any one of these functions.

2. The term of office of the Chairperson is four (4) years. He is eligible. However, the President shall cease to carry out his duties on a decision of the Board of Governors taken by an express decision of at least two-thirds of the governors, representing at least two thirds of the total number of votes allocated to the members. If the position of President becomes vacant for any reason, the Governing Council shall elect in accordance with the provisions of s. 1 of this article, a new president for a term of up to four years.

(3) The Chairman shall not take part in the votes, except in the case of an equal division of votes, in which case he may vote and his or her vote shall be paramount. He or she may participate in meetings of the Board of Governors and chair the meetings of the Board of Directors.

4. The President is the legal representative of the Bank.

5. The President is the head of staff of the Bank. It is responsible for the organisation, appointment and dismissal of civil servants and agents within the framework of the regulations to be adopted by the Administrative Council. By appointing officials and officers of the Bank, the President, while primarily concerned with providing the Bank with the services of those with the highest quality of performance and technical competence, is responsible for Recruit staff on a broad geographical basis, among the Bank's members.

6. The President conducts the day-to-day affairs of the Bank, under the direction of the Board of Directors.

1. The Board of Directors shall appoint one or more Vice-Presidents on the recommendation of the President. The Board of Directors determines the term of office of the Vice-Presidents, the powers they hold, and the Bank's administration functions. In the event of the President's absence or incapacity, a Vice-President shall exercise the authority and perform the functions of the President.

2. A Vice-Chairperson may participate in the meetings of the Board of Directors but shall not take part in the vote at such meetings unless he replaces the President, in which case he may vote and his or her vote shall be paramount.

1. The Bank does not accept any special funds, loans or assistance that may in any way compromise, distort or alter its purpose or mission.

2. The Bank, its President, its Vice-Presidents, its officials and its servants shall be based in their decisions on considerations that are exclusively the object, mission and operations of the Bank as defined in the Agreement. These considerations are taken into account in an impartial manner so that the Bank can fulfil its purpose and mission.

3. In the performance of their duties, the President, the Vice-Presidents, officials and agents of the Bank shall have duties only towards the Bank, excluding any other authority. All members of the Bank shall respect the international character of such duties and shall refrain from any attempt to influence any of these persons in the performance of their duties.

1. The Bank's headquarters are based in London.

2. The Bank may open branches or branches in the territory of its members.

1. Each member shall designate his or her central bank or any other institution in agreement with the Bank as depositary with which the Bank may retain all the assets held by it in the currency of that member, as well as other assets.

2. Each member shall designate an appropriate official entity with which the Bank may report on any matter covered by this Agreement.

The Bank shall publish an annual report containing a certified statement of its accounts and shall send to its members, at intervals of not more than three (3) months, a summary of its financial situation and a statement of its profits and losses The results of its operations. The financial accounts are kept in ecus.

2. The Bank shall publish annually a report on the impact of its activities on the environment and may publish other reports if it deems it desirable to facilitate the implementation of its object.

Copies of all reports, statements and publications made pursuant to this Article shall be sent to the members.

The Governing Council shall determine at least annually the part of the net income of the Bank which, after deduction of the funds to be paid to the reserves or, if necessary, any losses under subs. 1 of the art. 17 of this Agreement shall be assigned to surpluses, other jobs or, if any, distributed. A decision on the allocation of the Bank's net income to other posts shall be taken by a majority of at least two-thirds of the Governors, representing at least two thirds of the total number of votes allocated to the members. No distribution or assignment shall be made until the general reserve reaches ten (10) per cent at least of the authorized social capital.

2. The distributions referred to in the preceding paragraph shall be proportional to the number of shares released by each Member; it is understood that, in calculating this number, only payments received in cash and tickets shall be taken into account. The order cashed in respect of these shares at the end of the fiscal year or earlier.

3. Payments for each member shall be made in accordance with the conditions laid down by the Governing Council. These payments and their employment by the beneficiary country are not subject to any restrictions on the part of the other members.

1. Any member may withdraw from the Bank at any time by written notification to the Bank's headquarters.

2. The withdrawal shall take effect and the quality of the member shall cease on the date specified in the notification but in no case less than six (6) months after the date on which the notification was received by the Bank. However, the member may, at any time before his withdrawal becomes effective, return to his decision to withdraw by sending a written notification to the Bank.

1. If a member fails to fulfil one of its obligations to the Bank, the Bank may suspend it by a decision taken by a majority of at least two-thirds of the Governors, representing at least two-thirds of the total number of votes allocated to the members. The suspended member shall automatically lose his membership one year after the date of such suspension, unless the governors decide by the same majority to give him membership.

(2) A suspended member shall not exercise any of the rights conferred by this Agreement, except for the right of withdrawal; nevertheless, he shall remain subject to all his obligations as a member.

1. After the date on which a member loses its membership, it remains bound by its direct obligations and contingent liabilities to the Bank for as long as outstanding loans and guarantees or guarantees remain outstanding. Participation made prior to ceasing to be a member; however, the Member ceases to be responsible for the loans and guarantees and the subsequent takeovers and takeovers by the Bank, and to participate in the Income, or the Bank's expenses.

(2) When a member loses that quality, the Bank shall make a partial settlement of the accounts with that member, taking, in accordance with the provisions of this Article, any measure for the redemption of the shares of that Member. To this end, the redemption price of such shares shall be constituted by their value found in the books of the Bank on the date on which that member loses its membership, the initial purchase price of each action constituting the maximum value.

3. The payment of shares purchased by the Bank in accordance with this Article shall be governed by the following conditions:

(i)

Any amount owed to the member in respect of its shares shall be retained by the Bank for as long as that member, its Central Bank, one of its agencies or one of its emanations, remains indebted to the Bank as a borrower or guarantor; Amount may, at the discretion of the Bank, be allocated to the liquidation of these commitments when they expire. No amount is withheld as a result of the liabilities of the former member resulting from its subscription to the Bank's shares in accordance with s. 4, 5 and 7 of the Art. 6 of this Agreement. In any event, no amount owing to a former member in respect of his shares shall be paid before the expiration of six (6) months from the date on which he ceases to be a member;

(ii)

The payment may be made by instalments, after the former member has given the shares to the Bank, and until such time as the former member 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 aggregate amount of the debts resulting from the loans, capital investments and guarantees referred to in para. (i) of this paragraph;

(iii)

Payments shall be made under the conditions, in the fully convertible currencies or in ecus, and on the dates fixed by the Bank; and

(iv)

If the Bank undergoes losses, as a result of the outstanding guarantees, interest in loans, or loans existing on the date on which the member has lost that quality or if a net loss is borne by the Bank on investments in Capital that it holds on that date, and if the amount of such losses exceeds, on that date, the amount of the reserve constituted to meet the date on which the member has lost its quality, the former member is required to repay, upon request, The amount to which the redemption price of its shares would have been reduced if these losses were taken into account At the time of fixing the redemption price. In addition, the former member remains subject to any call for unreleased subscriptions under subs. 4 of Art. 6 of this Agreement, to the extent that it would have been held if the capital reduction had occurred and the call made on the date of the fixing of the redemption price.

4. If the Bank terminates its operations in accordance with Art. 41 of this Agreement, within six (6) months following the date on which a member loses that quality, all the rights of that former member shall be determined in accordance with the provisions of Articles 41 to 43 of this Agreement.

In the event of an emergency, the Board of Directors may temporarily suspend operations in respect of new loans and new guarantees, guarantees of sion, technical assistance and participation, pending the conclusion of the Governors would have the opportunity to deliberate and decide on them.

The Bank may terminate its operations by an express decision of at least two-thirds of the number of Governors, representing at least three-quarters of the total number of votes allocated to members. Upon the definitive cessation of operations, the Bank shall cease all activities, except those relating to the orderly realization, conservation and safeguarding of its assets, as well as to the settlement of its obligations.

1. In the case of a permanent termination of the operations of the Bank, the liability of all members resulting from their non-denominated subscriptions to the Bank's capital shall remain until all claims, including all claims Conditions, are liquidated.

2. All creditors in respect of ordinary direct claims shall be paid in the first place on the Bank's assets, in the second place on the sums owed to the Bank in respect of the Unpaid Actions, and finally on the Payable to the Bank in respect of social capital callable. Before making any payment to creditors holding direct claims, the Board of Directors shall make such arrangements as it deems necessary, in order to ensure a pro rata apportionment among the holders of the Direct claims and holders of conditional claims.

For the purposes of this Chapter, no distribution of assets shall be made to members by virtue of their subscriptions to the Bank's capital stock before:

(i)

That all obligations to creditors have been liquidated or have been appropriately addressed; and

(ii)

The Governing Council has taken the decision to carry out a distribution, by a vote of at least two-thirds of the governors representing at least three quarters of the total number of votes allocated to the members.

(2) Any distribution of assets between members shall be proportionate to the share of social capital held by each member, and shall be effected on the dates and under the conditions that the Bank finds just and equitable. Units of distributed assets are not necessarily in the same category. No member shall receive his share of the assets so distributed as long as he has not fulfilled all of his obligations to the Bank.

(3) Any member who receives assets distributed in accordance with the provisions of this Article shall be subrogated to all the rights that the Bank had on such assets prior to their distribution.

In order to achieve its purpose and perform the functions entrusted to it, the Statute, immunities, privileges and exemptions set out in this Chapter shall be granted to the Bank in the territory of each member country.

The Bank has full legal personality and, in particular, full legal capacity:

(i)

Entering into contracts;

(ii)

Acquire and dispose of movable and immovable property; and

(iii)

Legal proceedings.

Legal action against the Bank may only be brought before a competent court in the territory of a country in which the Bank has an office or has appointed an agent for the purpose of receiving any summons or summons, or has issued or Guarantee of securities. No legal action may, however, be brought against the Bank by members or by persons acting on behalf of the said members, or holding them against them. The assets and assets of the Bank, wherever situated and whatever the holder, are exempt from any form of seizure, or implementing measures for as long as a final judgment has not been issued against the Bank.

The assets and assets of the Bank, wherever situated and whatever the holder thereof, shall be exempt from search, requisition, confiscation, expropriation or any other form of seizure or control by the executive or legislative authority.

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

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

Each member shall apply to official communications of the Bank the plan it applies to the official communications of the other members.

All Governors, Directors, alternates, officials and employees of the Bank, as well as experts performing missions on behalf of the Bank, shall not be subject to prosecution on account of acts performed by them in the exercise Of their duties, except when the Bank lifts this immunity; and all their official documents and documents are inviolable. However, this immunity does not apply to actions aimed at the implementation of the civil liability of a Governor, an administrator, an alternate, an official, an employee or an expert of the Bank, in the event of damage From an accident on the road caused by the latter.

The governors, administrators, substitutes, officials and employees of the Bank, as well as the experts of the Bank performing tasks on its behalf:

(i)

When they are not nationals of the country in which they perform their duties, enjoy the same immunities in respect of provisions restricting immigration, registration of aliens and national service obligations, or And the same facilities for exchange rate regulation as are granted by members to representatives, officials and similar non-commissioned members of other members; and

(ii)

Benefit, from the point of view of travel facilities, of the same treatment accorded by members to officials and similar non-commissioned members of other members.

2. The spouses and dependants of the directors, deputy heads, officials, employees and experts of the Bank, who are resident in the country in which the seat of the Bank is established, may be employed In that country. The spouses and dependants of the directors, deputy heads, officials, employees and experts of the Bank, who are resident in the country where an agency or branch of the Bank is established, may Exercise, to the extent possible and in accordance with the laws of the country, a job in that country. In order to implement the provisions of this paragraph, the Bank shall negotiate specific agreements with the country in which the Bank's seat is established and, as the case may be, with the other countries concerned.

1. In the course of its official activities, the Bank, its assets, assets and income are exempt from all direct taxes.

2. Where purchases or services of a substantial and necessary value for the performance of the official activities of the Bank are made or used by the Bank and when the price of such purchases or services includes taxes or Rights, the member who collects them shall take the appropriate measures to grant the exemption from such taxes or to ensure the reimbursement thereof, where they are identifiable.

3. Goods imported by the Bank and necessary for the performance of its official activities are exempt from all duties or taxes, prohibitions or import restrictions. Similarly, goods exported by the Bank and necessary for the performance of its official activities are exempt from all duties or taxes, prohibitions or export restrictions.

4. Assets acquired or imported which are exempt in accordance with the provisions of this Article shall not be sold, leased, loaned or ceded for consideration or free of charge, except under the conditions laid down by the members who have granted the exemptions or Reimbursements.

5. The provisions of this Article shall not apply to taxes and duties which are only the consideration for public services rendered.

6. Directors, deputy heads, officials and employees of the Bank shall be subject to an effective internal tax for the benefit of the Bank on the salaries and emoluments paid by the Bank, under conditions of Establish and rules to be fixed by the Governing Council within one year of the entry into force of this Agreement. From the date on which this tax is applied, these salaries and emoluments are exempt from any national income tax. However, members may take into account the salaries and emoluments thus exempted for the calculation of the amount of income tax from other sources.

Notwithstanding the provisions of paragraph 6 of this Article, a member may, at the time of deposit of his instrument of ratification, acceptance, or approval, declare that he shall reserve for himself, his political subdivisions or his or her communities The right to impose the salaries and emoluments paid by the Bank to its citizens or nationals. The Bank is exempt from any obligation to pay, withhold or collect such taxes. The Bank does not make any refunds for such taxes.

8. Le par. 6 of this Article shall not apply to pensions and annuities paid by the Bank.

9. No tax of any kind whatsoever is levied on the bonds or securities issued by the Bank or on the corresponding dividends and interest, irrespective of the holder of such securities:

(i)

Whether that tax constitutes a measure of discrimination against such a value or obligation merely because it is issued by the Bank; or

(ii)

Where such a tax is the sole legal basis for the place or currency of issue, the place or currency of settlement expected or actual, or the location of an office or centre of operations of the Bank.

10. No tax shall be levied on any obligation or value guaranteed by the Bank, or on any dividends and interest thereof, irrespective of the holder of such securities:

(i)

Whether such a tax constitutes a measure of discrimination against such a value or obligation solely because it is guaranteed by the Bank; or

(ii)

Whether such a tax has the sole legal basis for the location of an office or operations centre of the Bank.

Each Member shall without delay take all necessary measures to implement the provisions of this Chapter and shall inform the Bank of the detailed measures it has taken to that effect.

The immunities, privileges and exemptions conferred by this Chapter shall be granted in the interest of the Bank. The Administrative Council may waive, to the extent and the conditions it defines, the immunities, privileges and exemptions conferred by this Chapter in the event that, in its opinion, such a decision would favour the interests of the Bank. The President has the right and duty to waive any privilege, exemption or privilege granted to an employee, employee or expert of the Bank, other than the President or a Vice-Chairperson when, in his opinion, immunity, privilege, or The exemption would impede the normal course of justice and may be waived without prejudice to the Bank's interests. In similar circumstances and under the same conditions, the Board of Directors has the right and duty to waive any privilege, privilege or exemption granted to the Chairperson and each Vice-Chairperson.

(1) Any proposal to amend this Agreement by a Member, 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 proposed amendment is approved by the Council, the Bank shall request, by any means, rapid means of communication, to all members, if they accept this amendment. When at least three-quarters of the members (including at least two Central and Eastern European countries listed in Annex A), having at least four fifths of the total number of votes allocated to the members, accepted the proposed amendment, The Bank shall endorse the fact by means of a formal communication to all members.

2. Notwithstanding the provisions of paragraph 1 above:

(i)

Acceptance by all members is required in the case of any amendment amending:

(a)

The right to withdraw from the Bank;

(b)

The rights relating to the subscription of shares to the share capital provided for in par. 3 of Art. 5 of this Agreement;

(c)

Limiting the liability of members provided for in s. 7 of Art. 5 of this Agreement; and

(d)

The object and tasks of the Bank defined by s. 1 and 2 of this Agreement;

(ii)

Acceptance by at least three quarters of the members holding at least eighty-five (85) % of the total number of votes allocated to members is necessary for any amendment amending s. 4 of Art. 8 of this Agreement.

Where the necessary conditions for the adoption of such amendments are met, the Bank shall act by means of a formal communication to all members.

3. The amendments shall enter into force, for all members, three months after the date of the formal communication provided for in s. 1 and 2 of this Article, unless otherwise available to the Governing Council.

1. Any question relating to the interpretation or application of the provisions of this Agreement arising between a member and the Bank or between members of the Bank shall be referred to the Governing Council for decision. If the question particularly affects a member who is not represented by an administrator of his or her nationality, in such cases the member shall have the right to be represented directly at the meeting of the Board of Directors which considers this matter. However, his representative did not have the right to vote. This right of representation is the subject of a regulation made by the Governing Council.

(2) In any case where the Governing Council has taken a decision under paragraph 1 of this article, any member may request that the matter be brought before the Governing Council whose decision is without appeal. Pending the decision of the Governing Council, the Bank may, to the extent that it considers it necessary, act on the basis of the Governing Council's decision.

Any disagreement arising after the adoption of the decision of the Bank to definitively cease its operations, between the latter and a member who has lost its membership, or between it and a member, shall be submitted to a court of three (3) arbitrators, Including an arbitrator appointed by the Bank, an arbitrator appointed by the member or former member and a third arbitrator who, unless the parties otherwise agree, is appointed by the President of the International Court of Justice or any other Authority designated by a regulation adopted by the Governing Council. The decisions of the three arbitrators shall be without appeal and shall be binding on the parties; they shall be taken by a majority of the arbitrators. The third arbitrator has full powers to resolve all procedural matters over which the parties would disagree.

Where the approval or acceptance of a member is necessary for the Bank to act, such approval or acceptance shall be, except in the cases referred to in s. 56 of this Agreement, deemed to be given, unless the Member has objections within a reasonable period of time which the Bank has the right to fix by notifying the member of the proposed measure.

(1) This Agreement deposited with the Government of the French Republic (hereinafter referred to as "the depositary") shall remain open for signature by all potential members listed in Annex A to this Agreement until 31 December 1990.

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

(1) This Agreement shall be subject to ratification, acceptance or approval by the signatories. Instruments of ratification, acceptance or approval shall be subject to the provisions of subs. 2 of this Article, filed with the depositary by 31 March 1991 at the latest. The depositary shall duly inform the other signatories of the deposit of each instrument and of the date of the deposit.

(2) Any signatory may become party to this Agreement by depositing an instrument of ratification, acceptance or approval within one year of the date of its entry into force or, if necessary, up to a later date Majority of Governors, representing the majority of the total number of votes allocated to members.

3. A signatory who files one of the instruments referred to in s. 1 of this Article before the date of entry into force of this Agreement shall become a member of the Bank on that date. Any other signatory complying with the provisions of the preceding paragraph shall become a member of the Bank on the date on which its instrument of ratification, acceptance or approval is deposited.

This Agreement shall enter into force when signatories whose initial subscriptions account for at least two-thirds of all subscriptions as set out in Annex A, and comprising at least two Central European countries As listed in Annex A, have deposited their instruments of ratification, acceptance or approval.

2. If, as at 31 March 1991, this Agreement has not entered into force, the depositary may bring together the potential members concerned to decide on the conduct to be adopted and to fix a new deadline for the deposit of instruments of ratification, Of acceptance or approval.

1. On the entry into force of this Agreement, in accordance with the provisions of its Art. 62, each member appoints a Governor. The depositary, in accordance with the provisions of the same article, shall convene the first meeting of the Governing Council within sixty (60) days following the entry into force of this Agreement or at a later date as close as possible.

2. At its first meeting, the Governing Council:

(i)

Elects the Chair;

(ii)

Elects the directors of the Bank in accordance with the provisions of s. 26 of this Agreement;

(iii)

Makes provision for determining the date on which the Bank will commence operations; and

(iv)

Shall take all other relevant provisions to prepare for the commencement of the Bank's operations.

The Bank shall notify the members of the date on which it will commence its operations.

Done at Paris, on May 29, 1990, in a single original, of which the English, French, German and Russian versions are equally authentic, and deposited in the archives of the depositary, which shall transmit certified copies of them to all Potential members listed in Annex A to this Agreement.

Following are the signatures