Rs 0.972.1 Agreement Of 29 May 1990 On The Establishment Of The European Bank For Reconstruction And Development (With Schedules And Letter)

Original Language Title: RS 0.972.1 Accord du 29 mai 1990 portant création de la Banque européenne pour la reconstruction et le développement (avec annexes et lettre)

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0.972.1 original agreement on the establishment of the Bank European for the reconstruction and development concluded in Paris on 29 May 1990, approved by the Federal Assembly on 14 December 1990, Instrument of ratification deposited by the Switzerland on March 29, 1991, entered into force for the Switzerland on 29 March 1991 (status March 2, 2016) the Contracting Parties, attached to the fundamental principles of democracy pluralistic the rule of law, respect for the rights of man and of the market economy;
Recalling the final act of the Conference on security and co-operation in Europe, Helsinki and in particular the Declaration on principles;
Welcoming the intention of the countries of Central and Eastern Europe to promote the implementation in practice of pluralistic democracy, strengthening their democratic institutions, the rule of law and respect for human rights, as well as their willingness to carry out the reforms that promote the transition to market economies;
considering the importance of a close and coordinated cooperation to promote the economic development of the countries of Central and Eastern Europe, helping their economies to become more competitive at international level, assist them in their reconstruction and development and reduce and, where appropriate, the risks associated with the financing of their economies;
convinced that the establishment of a European in its essence and widely international multilateral financial institution by its composition would help to serve these objectives, and would constitute a new and unique cooperative structure in Europe;
have agreed to establish the European Bank for reconstruction and development (hereinafter the "Bank") which will operate in accordance with the following provisions: chapter I purpose, functions, members art. 1subject the purpose of the Bank is contributing to the progress and economic reconstruction in the countries of Central and Eastern Europe who agree to respect and put into practice the principles of pluralist democracy, pluralism and market economy, support the transition of their economies to market economies and to promote private initiative and entrepreneurship. Under the same conditions, the object of the Bank can also be implemented in Mongolia and the Member countries of the southern and eastern part of the Mediterranean basin as the Bank will decide on the affirmative vote of two-thirds at least of the number of Governors, representing at least three quarters of the total number of votes attributed to members. Accordingly, any reference in this agreement and its annexes to the "countries of Central and Eastern Europe", one or more "countries" or "recipient member countries" also applies to the Mongolia as well as to the countries of the southern and eastern part of the Mediterranean basin that meet the above requirements.

New content according to the amend. from 30 sept. 2011, approved by the Ass.fed. March 7, 2012, in force for Switzerland since Sept. 12. 2013 (2013 3539 3537 RO; FF 2012 675).

Art. 2 functions 1. To fulfil its objectives which are to promote the transition of the economies of the countries of Central and Eastern Europe towards a market economy and to encourage private initiative and entrepreneurship in the long term, the Bank helps the recipient member countries to implement structural and sectoral economic reforms including the dismantling of monopolies, decentralization and privatization own to help their economies become fully integrated into the international economy; to do this, the Bank takes measures to: (i) promote, through private and other interested investors, the establishment, improvement and development of productive, competitive and private sector activities, and in particular for small and medium-sized enterprises; (ii) mobilize, in the goal described in para. (i) domestic and foreign as well as teams of managers capital experienced; (iii) promote productive investment, including in the sector of services and in the financial sector as well as in infrastructure when necessary to support private initiative and entrepreneurship, thus helping the implementation of a competitive environment, to improve productivity, the standard of living and working conditions; (iv) provide technical assistance to developing , financing and execution of projects under the objectives of the Bank, they are isolated or they are part of specific investment programmes; (v) stimulate and encourage the development of capital markets; (vi) bring a reliable and economically viable project support interesting several recipient countries; (vii) promote through all of its activities a healthy and sustainable development of the point of view of the environment; and (viii) undertake any other activities and provide any other services to enable it to fulfil these functions.

2. in the exercise of the functions mentioned in the by. 1 of this article, the Bank works in close cooperation with all its members and, in a way that will appear it appropriate in respect provisions of the present agreement, with the international monetary fund, the International Bank for reconstruction and development, the International Finance Corporation, the multilateral investment guarantee agency and the Organization for cooperation and economic development; It cooperates with the United Nations, its specialized agencies and any other body related, as well as with any entity, public or private, would be affected by the economic development and investment in the countries of Central and Eastern Europe.

Art. 3 members 1. Membership may be granted: (i) 1) to European countries, and 2) non-European countries who are members of the International Monetary Fund. and (ii) to the European Economic Community and the European Investment Bank.

2. the country to which the membership may be granted in accordance with the by. 1 of this article, but which are not in accordance with art. 61 of this agreement, may be admitted as members, according to the terms and conditions as the Bank may determine, by explicit decision two-thirds at least of the number of the Governors, representing at least three quarters of the total number of votes attributed to members.

Chapter II Capital art. 4 authorized capital 1. The initial authorized share capital is ECU 10 billion (10 000 000 000). It is divided into one million (1,000,000) shares with a value of ten thousand (10,000) au ECU each, these shares can be subscribed only by the members and in accordance with the provisions of art. 5 of this agreement.
2. the initial share capital consists of paid shares and subject to appeal actions. The original total value of paid shares entirely amounts to ECU three billion (3 000 000 000).
3. the authorized capital may be increased at any time and in conditions that seem most appropriate, by a majority vote of two-thirds at least of the number of the Governors, representing at least three quarters of the total number of votes attributed to members.

Art. 5 shares 1. Each Member, subject to the completion of legal procedures, subscribed share capital of the Bank. Each subscription to the initial authorized share capital is in the proportion of three (3) to seven (7) for the released and subject to appeal actions. The initial number of shares which can support the signatories of this agreement which become members in accordance with art. 61 of the present agreement is the expected number in Appendix A. No one does less than one hundred (100) shares initial subscription.
2. the initial number of shares for purchase by eligible countries become members in accordance with the by. 2 of art. 3 of this agreement is determined by the Board of Governors, provided, however, that such subscription may have reduced the percentage of shares held jointly by the Member countries of the Community European economic community economic European and Bank European investment unless a majority of the whole of the subscribed capital.
3. at least every five (5) years, the Board of Governors is a revision of the capital stock of the Bank. In case of increase of the authorised share capital, each Member is offered, depending on the conditions and uniform procedures laid down by the Board of Governors, a reasonable opportunity to purchase a fraction of the increase equivalent to the relationship that exists between the number of shares already subscribed by him and the total capital of the Bank immediately before the increase. No member is required to purchase a split any of a capital increase.

4. subject to the provisions of the by. 3 of the present article, the Board of Governors may, at the request of a member, increase the share of this member or allocate to this member of the authorized capital shares that have not been subscribed to by other members; but this increase or allocation of shares must not have reduced the percentage of shares held jointly by the Member countries of the European economic community, the European Economic Community and the European Investment Bank within the majority of all of the capital subscribed.
5. stocks initially subscribed by the members are issued at par. The other shares are issued at par unless, by a majority vote two-thirds less than the number of Governors, representing at least two thirds of the total number of votes attributed to members, the Board of Governors decides, in special circumstances, of a subscription in other ways.
6. the shares must be given as collateral or encumbered charges in any way whatsoever, or assigned, except to the Bank under the conditions provided for in Chapter VII of this agreement.
7. the liability incurred by the Member in respect of the shares is limited to the part not paid their issue price. No Member may, because of its membership, be held responsible for liabilities incurred by the Bank.

Art. 6 payment of subscriptions 1. Payment of shares freed from the initial capital subscribed to by the signatories of this agreement which become members in accordance with the provisions of art. 61 of the present agreement is five (5) instalments of twenty (20) percent each. The first payment is made by each member within sixty (60) days, or after the date of entry into force of this agreement, or after the date of the deposit of its instrument of ratification, acceptance, or approval in accordance with the provisions of art. 61, if it takes place after the date of entry into force. The following four (4) payments become due successively the last day of the period of one year immediately following the previous deadline and are made subject to the legislative provisions specific to each Member.
2. fifty (50) percent of the payment of each instalment due under the by. 1 of this article or by a member admitted in accordance with the by. 2 of art. 3 of this agreement can be done in tickets to order or any other instrument issued by the Member and denominated either in ECU, in United States dollars, or Yen, and taken the needs of disbursement of the bank related to its operations. These notes or instruments, assignable and non bearing interest, are cashed at par at the request of the Bank. The collection of these notes or instruments is made way that, over reasonable periods, their value in ecu is, at the date of the application, proportional number of shares free subscribed and held by each Member who filed such tickets or instruments.
3. any payment made by a member in respect of its subscription of shares of the initial share capital is either in ECU, in United States dollars, or Yen, on the basis of the average exchange rate of the currency in question in relation to the ecu for the period from September 30, 1989 to March 31, 1990.
4. the amounts subscribed in shares of the capital stock of the Bank subject to appeal are the subject of an appeal in accordance with art. 17 and 42 of this agreement only for the dates and conditions set by the Bank to meet its commitments.
5. in the case of an appeal as provided in the by. 4 of this article, payment is made by the Member either in ECU, in United States dollars, or Yen. The call is made evenly based on the value in ecus of each action that is subject to appeal, calculated at the time of the call.
6 months at the latest after the inaugural of the Board of Governors meeting, the Bank determines the place where all payments under this section will be made, being understood that until the Bank makes that decision, the payment of the first instalment referred to in paragraph 1 of this article is from the European Investment Bank , in his capacity as agent of the Bank (trustee).
7. for subscriptions other than those referred to the by. 1, 2 and 3 of this article, payments made by a member in respect of its subscription of shares freed from the social total authorized capital of the Bank will be in ecus, in dollars, of the United States or in Japanese Yen whether payment in cash, by promissory notes or any other tool.
8. for the purposes of this article, payment or denomination in ECU includes payment or denomination in any fully convertible currency which is equivalent to the date of payment of cash to the value of the obligation concerned in ecus.

Art. 7 ordinary capital resources for the purposes of this agreement, the term 'ordinary capital resources' of the Bank includes: (i) authorized the Bank, subscribed social capital in application of art. 5 of this agreement, and includes actions to free and subject to appeal actions; (ii) the funds obtained by the Bank by way of loan under the powers conferred on it by para. (i) of art. 20 of this agreement, and which apply the mentioned appeal provisions in the by. 4 of art. 6 of this agreement; (iii) funds received in repayment of loans or guarantees, or from disposals of investments carried out thanks to 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 the al. (i) and (ii) of this article, and income from guarantees and firm subscriptions are not assigned to special operations of the Bank; and (v) any other funds or income of the Bank are not assigned to the resources of the Special Fund defined in art. 19 of this agreement.

Chapter III Operations art. 8 beneficiary countries and use of resources 1. The resources and facilities of the Bank are exclusively used to fill the object and functions respectively defined in art. 1 and art. 2 of this agreement.
2. the Bank may run its operations in countries of Central and Eastern Europe who conduct a transition resolved towards 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 art. 1 of this agreement.
3. in the event that a member would implement a policy incompatible with art. 1 of this agreement, or in exceptional circumstances, the Board of Directors examines if a member access to the resources of the Bank must be suspended or modified, and can make the necessary recommendations to the Board of Governors. Any decision on the matter is 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 number of votes attributed to members.

4. (i) any potential recipient country may request that the Bank would allow him access to its resources for limited purposes and over a period of three (3) years from the date of entry into force of this agreement. Any request of this nature is attached as part of this agreement as soon as it was presented. (ii) during the period: (a) the Bank provides country and to businesses located on its territory, at their request, technical support and any other type of assistance to finance its private sector, to facilitate the passage of ownership and private control state enterprises and to help enterprises operating competitively and preparing to operate according to the rules of the market economy , and this in the target proportion to the by. 3 of art. 11 of this agreement; (b) the total amount of any assistance thus provided may not exceed the total amount of cash disbursed and promissory notes issued by the country in respect of its actions.

(iii) at the end of this period, the decision to allow access to resources audit country beyond the limits indicated in paras. (a) and (b) is taken by the Board of Governors by a majority of at least three-quarters of the Governors, representing at least eighty-five (85) percent of the total number of votes attributed to members.

Art. 9 regular and special operations of the Bank's operations include ordinary operations financed from resources ordinary bank capital, as defined in art. 7 of this agreement, and special operations financed from resources of the Special Fund defined in art. 19 of this agreement. The two types of operations can be combined.

Art. 10 separation of operations 1. The ordinary capital resources and those special funds of the Bank are, at all times and in all respects, held, used, committed, invested or otherwise used completely separately. The financial statements of the Bank reveal the reserves of the Bank as well as its ordinary operations and, separately, its special operations.

2. the ordinary capital resources of the Bank can in no way bear or be used to cover losses or obligations arising from special operations or other activities for which special funds resources were originally used or committed.
3. expenditures directly related to the ordinary operations are charged on ordinary capital resources. Expenditures directly related to special operations are charged on the resources of the Special Fund. Any other form of expenditure is attributed, subject to paragraph 1 of art. 18 of this agreement, under the conditions defined by the Bank.

Art. 11 methods of operation 1. In the pursuit of its objectives and the exercise of his mission as they are defined in art. 1 and 2 of this agreement, the Bank performs its operations of either any or all of the following ways: (i) either by granting loans for private sector companies, of any State-owned enterprise operating competitively and preparing to operate according to the rules of the market or economy of any State-owned enterprise to facilitate its transition to ownership and control private , either by co-funding of such loans with multilateral institutions, commercial banks or other financial interest, either by participating in such loans, the aim notably to enhance or facilitate the participation of private and/or foreign in these companies capital; (ii) (a) by taking stakes in companies from the private sector.

(b) by taking stakes in any State-owned enterprise operating competitively and preparing to operate according to the rules of the market economy and taking stakes in any State-owned enterprise to facilitate its transition to the ownership and private control, the aim being to facilitate or enhance the participation of foreigners in these companies and/or private capital; (c) ensuring When other means of financing are not appropriate, the issuance of securities by companies of the private sector and State enterprises such as those referred to in para. (b) above for the purposes referred to in this paragraph;

(iii) facilitating the access of national and international capital markets businesses to the private sector or to other undertakings referred to in para. (i) of this paragraph for the purposes described by that paragraph, by the granting of guarantees, where other means of financing are not appropriate, and through the provision of financial advice or any other forms of assistance; (iv) by using the resources of the Special Fund in accordance with the agreements defining their use; and (v) providing or participating in loans and providing technical assistance for the reconstruction and development of infrastructure, including programs related to the protection of the environment, necessary for the development of the private sector and the transition to a market economy.

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

2. (i) the Board of Directors conduct a review at least annually of the operations and strategy of the Bank in respect of loans in each beneficiary country to ensure that the object and mission of the Bank such that they are defined in art. 1 and 2 of the present agreement are fully filled. Any decision resulting from this review is taken by a majority of two-thirds at least of administrators, representing at least three quarters of the total number of votes attributed to members. (ii) this review includes, among other things, the analysis of the progress made by each country of beneficiary in terms of decentralization, dismantling monopolies and privatization of its economy; It takes into account also the proportion of loans to private companies and companies of State engaged in a process of evolution toward market economy or privatization, to the title of infrastructure, technical assistance and other fins.3. (i) without prejudice to the other operations covered by this article, forty (40) per cent of the total amount of the liabilities of the Bank in terms of loans, guarantees and equity, are devoted to the State sector. Initially, this limit will apply for a period of two (2) years considered globally from the beginning of operations of the Bank, then for each subsequent year. (ii) regardless of the country, and without prejudice to the other operations covered by this article, forty (40) per cent of the total amount of the liabilities of the Bank in terms of loans, guarantees and equity are devoted to the State sector for a period of five (5) years taken as a whole. ((((iii) for the purposes of this paragraph, a) the State sector includes national Governments, local governments, organizations, and businesses they own or control; b) are not considered as competition to the sector of State loans and guarantees granted to State enterprises or equity performed in such companies that are implementing a program of privatizing them or making their management owned and controlled private; c) are not considered contest to the State sector loans to financial intermediaries, who use them to finance private sector operations.

Art. 12 limitation of ordinary operations 1. The total amount of outstanding loans, investments and guarantees made by the Bank in respect of its ordinary operations shall at no time be increased if this increase causes an overrun of the total amount of its share capital net of obligations, reserves and surpluses included in its ordinary capital resources.
2. the total amount of any equity participation does not, as a general rule, the percentage of the share capital of the company concerned, that the Board of admini-stration determines appropriate. The Bank does not get control of the undertaking concerned by of such equity participation; She does not have a such control and assume any direct responsibility for the management of companies in which it has invested, except in case of default or threat of failure weighing on its investments, or insolvency or potential of the company with which she has made these investments, or in other situations which, from the point of view of the Bank , threaten those investments, the Bank may take any action or exercise any right that it deems necessary in which case to protect its interests.
3. the stock of equity participation disbursed by the Bank shall at no time exceed the amount of its subscribed in shares to free net of obligations, increased capital surpluses and general reserve.
4. the Bank does not guarantees on export credits and has no insurance.

Art. 13 principles of operations of the Bank operations are conducted according to the following principles:

(i) the Bank applies the principles of sound banking in all its operations management; (ii) the operations of the Bank provide financing for specific projects, be they occasional or that they are part of specific programmes of investment, as well as the implementation of technical assistance, corresponding to the object and functions described in art. 1 and 2 of this agreement; (iii) the Bank finances any business in the territory of a member if it is opposed; (iv) the bank allows not a disproportionate share of its resources to be used for the benefit of one any of its members; (v) the Bank strives to maintain a reasonable diversification with respect to its investments; (vi) before a loan or guarantee is granted , or that equity is made, the applicant must have submitted an adequate proposal and the President of the Bank must have presented to the Board a written report regarding the proposal, together with his recommendations, established on the basis of a study by the Bank's services; (vii) the Bank will not provide funds or any easier when the applicant can also obtain financing or sufficient facilities According to the terms and conditions that the Bank finds reasonable; (viii) Bank, by providing or guaranteeing financing, gives the importance owing to the review of the capacity of the borrower and, if any, of the guarantor, to meet their commitments under the financing contract; (ix) when the Bank agrees a direct loan, it allows the borrower to withdraw the funds to cover the costs as they are incurred;) (x) whenever it can appropriately do and in satisfactory conditions, the Bank strives to renew its resources by selling its investments to investors private; (xi) the Bank, according to the terms and conditions that deems it appropriate, makes investments in individual enterprises taking into account the needs of these businesses, risks that it incurs , as well as any terms and conditions that are normally obtained by investors for similar financing; (xii) the Bank imposes no restrictions on the use of the proceeds of a loan, investment or other financing granted in its ordinary or special operations personnel, operations for the acquisition of goods and services in any country; in all appropriate cases, lending and other operations are granted subject to the organisation of international calls for tender; and (xiii) the Bank takes the necessary steps to ensure that the proceeds of a loan any granted or guaranteed by it or in which it participates, or of any equity is used exclusively for the purpose for which said ready or such participation was granted, giving the importance that is due to considerations of economy and efficiency.

Art. 14 terms and conditions for granting of loans and guarantees 1. The contracts of loans made by the Bank, in which she is involved or that it guarantees, fix the terms and conditions, notably with respect to the repayment of the principal, the payment of interest and other fees or charges, deadlines and payment dates. By stopping these terms and conditions, the Bank fully takes into account the need to preserve its revenue.
2 in case the recipient of loans or loan guarantees is not a member but a State enterprise, the Bank may, where it appears desirable, keeping in the spirit of different approaches depending on whether they are public companies or State evolving towards a system of property and control private, require the Member or members on whose territory or of which the project must be completed , a public body or any offshoot of this member or these members approved by the Bank, that they guarantee, according to the contract of loan, the repayment of the principal, the payment of interest and other charges and fees associated with the loan. The Board of Directors conducts an annual review of the strategy of the Bank in this area, duly taking into account its solvency.
3. the loan or guarantee contract expressly or currencies, or ecu, in which all payments due to the Bank under the loan or guarantee will be made.

Art. 15 commission and fees 1. In addition to interest, the bank charges a commission on loans that it is willing or in which she participates to the title of its ordinary operations. The terms and conditions of this commission are set by the Board of Directors.
2 when it is used to guarantee a loan as part of its ordinary operations, or when it guarantees the sale of securities, the Bank perceives as fair compensation risks it must pay, a charge payable at rates and dates set by the Board of Directors.
3. the Board of Directors may fix the other charges payable in respect of the ordinary operations of the Bank and the commissions, fees and various charges relating to special operations.

Art. 16 special reserve 1. The amount of commissions and fees received by the Bank under art. 15 of this agreement consists in special reserve Bank keeps to deal with losses in accordance with art. 17 of this agreement. The special reserve is kept in the form of liquidity that the Bank deems appropriate.
2. If the governing body considers that the amount of the special reserve is adequate, it may decide that all or part of such commissions or charges will be considered as part of the income of the Bank.

Art. 17 methods allowing the Bank to deal with its losses 1. For its regular operations, in cases of arrears or default on loans that she has made, in which she is involved or that it guarantees, and losses related to issuing guarantees or equity investments, the Bank committed any action it deems appropriate. The Bank retains sufficient provisions to cover potential losses.
2. the losses involved in respect of the ordinary operations of the Bank are charged: (i) first place, on targeted provisions in the by. 1 of this section; (ii) second, from his net income; (iii) Thirdly, on the special reserve provided for in art. 16 of this agreement; (iv) Fourthly, on the general reserve on surpluses; (v) Fifth, on the capital of shares released net of obligations; and (vi) last place in an appropriate amount to the subscribed capital stock subject to appeal but not yet called and whose appeal is made in accordance with the provisions of by. 4 and 5 of art. 6 of this agreement.

Art. 18Fonds special 1. (i) the Bank may accept the management of special funds for the realization of its purpose and entering in its mission in its recipient countries and its potential recipient countries. Each special fund management fees are charged to this special fund. (ii) for the purposes of subparagraph (i), the Board of Governors may, at the request of a member who is not a beneficiary country, decide that the Member qualifies as potential beneficiary country for a limited period and under conditions to be determined. This decision will be made by an affirmative vote of two-thirds of the number of Governors, representing at least three quarters of the total number of votes attributed to members. (iii) the decision to allow a member to qualify as potential recipient country may be taken only if the Member is able to meet the conditions required to become a beneficiary country. These conditions are those set out in art. 1 of this agreement, in the version applicable at the time of the decision or in the applicable on the entry into force of an amendment that has already been approved by the Board of Governors at the time of the decision. (iv) whether a potential recipient countries did not become beneficiary countries at the end of the period indicated in subparagraph (ii), the Bank will immediately cease any special operation in this country, except those arising from the liquidation, conservation and preservation of the assets of the special fund and the fulfilment of the obligations in this regard.

2. the special funds accepted by the Bank can be used in its recipient countries and its potential recipient countries in any way whatsoever according to all terms and conditions compatible with the object and mission of the Bank, with any other provision of this agreement as well as with the agreements governing those funds.
3. the Bank shall adopt rules and regulations necessary to the institution, the management and the use of each special fund. These rules and regulations must be consistent with the provisions of this agreement, except for those referring expressly and exclusively to the ordinary operations of the Bank.

New content according to the amend. from 30 sept. 2011, approved by the Ass.fed. March 7, 2012, in force for Switzerland since 22 August 2012 (RO 2013 3539 3537; FF 2012 675).


Art. 19 the term 'special funds resources' Special Fund resources means the resources of any special fund and includes: (i) funds accepted by the Bank for their assignment to a Special Fund; (ii) funds repaid in respect of loans or guarantees as well as the proceeds of equity investments, financed through the resources of a special fund , and who return Fund, in accordance with the rules and regulations applicable to this Fund; and (iii) income from the investment of the resources of the Special Fund.

Chapter IV borrowing and other powers art. 20 General powers 1. In addition to the powers conferred by other provisions of this agreement, the Bank is entitled to: (i) borrow funds in member countries or elsewhere, provided that: has) before its bonds for sale on the territory of a country, it has obtained the consent of that country; ETB) when its bonds must be denominated in the currency of a member, she obtained the consent thereof.

(ii) place or put in escrow funds that she does not need for its operations; (iii) buy and sell on the secondary market, the securities it has issued or guaranteed or in which she has placed funds; (iv) guarantee securities in which it investments, to facilitate the sale; (v) subscribe close or participate in the underwriting firm of securities issued by any company for a purpose consistent with the purpose and mission of the Bank; (vi) give any advice and any technical assistance which serve its objectives and are part of its functions; (vii) exercise all other powers and adopt all rules and regulations consistent with the provisions of this agreement that may be necessary or appropriate to its objectives and in the performance of its functions; and (viii) conclude agreements of cooperation with any public or private entity.

2. it is clearly indicated on the front of any security issued or guaranteed by the Bank, that this title is not a commitment to a Government or a Member whatsoever, unless the responsibility of a Government or a specified member is actually committed, in which case express reference is scope on the title.

Chapter V currencies art. 21 determination and use of currencies 1. When it becomes necessary, the terms of this agreement, to determine whether a currency is fully convertible for the purposes of it, it belongs to the Bank to do so taking into account the paramount need to preserve its interests financial and, if necessary, after consultation with the international monetary fund.
2. the members do not restrict to the Bank regarding the reception, detention, use or transfer: (i) currencies or ECU received by the Bank in payment of subscriptions to the share capital, in accordance with the provisions of art. 6 of this agreement; (ii) currencies the Bank provided debt; (iii) currencies and other resources managed by the Bank in respect of contributions to the Special Fund; and (iv) currencies that the Bank receives payment of the principal, the interest, dividends and other charges, received in respect of loans or investments or the proceeds from the sale of these investments, made through targeted resources in the al. (i), (ii) and (iii) of this paragraph, as well as payment of commissions, fees or other charges.

Chapter VI Organization and management art. 22 structure the Bank has a Board of Governors, a Board of Directors, a President, one or more vice-presidents and all other officials and employees considered necessary.

Art. 23 Board of Governors: Composition 1. Each Member is represented on the Board of Governors and shall appoint one Governor and one alternate. Every Governor and every deputy is revocable at any time at the option of the Member who appointed him. No alternate is allowed to vote if it is in the absence of the holder. At each annual meeting, the Council chose to chair one of the Governors, who will serve until the election of the president at the next annual meeting.
2. Governors and alternates receive no remuneration from the Bank.

Art. 24 Board of Governors: powers 1. All the powers of the Bank are vested in the Board of Governors.
2. the Board of Governors may delegate to the Board of Directors all or part of its powers with the exception of the authority: (i) to admit new members and to set the conditions of their admission; (ii) to increase or to reduce the authorized capital of the Bank; (iii) to suspend a member; (iv) to rule on appeals against the decisions of the Board of ad-ministration in the interpretation or application of this agreement; (v) to permit general cooperation agreements with other international organisations; (vi) elect the directors and the president of the Bank; (vii) to fix the remuneration of the directors and their deputies as well as fees and the other clauses of the contract between the Bank president; (viii) approve, after review of the audit report, the balance sheet general and the losses and profits of the Bank; (ix) to determine the amount of the reserves , the allocation and distribution of net profits of the Bank; (x) to modify this agreement; (xi) to decide the final judgment of the operations of the Bank and to distribute its assets; and (xii) to exercise any other powers conferred by this agreement expressly to the Board of Governors.

3. the Board of Governors retains any power to exercise its authority on any matter delegated or entrusted to the Board of Directors according to the by. 2 of this section or any other provision of this agreement.

Art. 25 Board of Governors: Procedure 1. The Board of Governors shall hold an annual meeting and meets also on its own initiative or at the invitation of the Board of Directors. A meeting of the Board of Governors shall be convened by the Board of directors when five (5) members at least of the Bank or of the members holding at least a quarter of the total number of votes attributed to members so request.
2. the quorum for any meeting of the Board of Governors, is reached when two-thirds of the Governors are present, provided that they represent at least two thirds of the total number of votes attributed to members.
3. the Board of Governors may, by regulation, establish a procedure whereby the Board of Directors, when it deems it appropriate, to obtain a vote of the Governors on a specific question without calling a meeting of the Board of Governors.
4. the Board of Governors, as well as, to the extent where warranted, the Board of Directors, can create subsidiary bodies and adopt rules and regulations necessary or appropriate for the conduct of the Affairs of the Bank.

Art. 26 Board of Directors: Composition 1. The Board of Directors is composed of twenty-three (23) members who are not part of the Board of Governors and that: (i) eleven (11) shall be elected by the Governors representative Federal Republic of Germany, the Belgium, the Denmark, the Spain, the France, the Greece, the Ireland, the Italy, the Luxembourg, the Netherlands, the Portugal, the United Kingdom, the Community European economic and the Bank European investment and (ii) twelve (12) are elected by the Governors of other members representative (((, and which: a) four (4) are elected by the governors representing the countries listed in Appendix A in the category of countries of Central Europe and East and who may benefit from assistance from the Bank; b) four (4) are elected by the governors representing the countries listed in Annex A to this agreement in the category other countries Europeans; c) four (4) are elected by the governors representing the countries listed in Annex A in the category country non-Europeans.

The directors represent the members by the Governors of which they were elected and can also represent members who they entrust with their voices.
2. the directors are persons of high competence in economic and financial matters; they are elected according to the procedure defined in annex B. 3. The Board of Governors may, by express decision of two-thirds of the Governors, representing at least three quarters of the total number of voting members, increase or reduce the number of members of the Board of Directors, or review the composition of it in order to take into account changes in the number of members of the Bank. Without prejudice to the exercise of these powers for the next elections, the number of members and the composition of the second Board of Directors are those referred to in paragraph 1 of this article.
4. each administrator designates an alternate who, in his absence, is in his name. Directors and alternates are nationals of Member States. No Member may be represented by more than one administrator. Alternates may take part in the meetings of the Board but may vote only in the absence of the administrator that they replace.

5. the directors are elected for three (3) years and may be re-elected, provided that the first Board of Directors is elected by the. Board of Governors at its inaugural meeting and remains in office until the annual meeting of the Board of Governors, which immediately follows, or, if he so decides at this annual meeting, until the next annual meeting. They remain in office until the appointment and took office of their successors. If the office of a Director becomes vacant more than one hundred and eighty (180) days prior to the expiry of its mandate, it will be provided, in accordance with the provisions of Annex B, a new administrator chosen by the Governors who had nominated the former administrator; This new administrator will remain in office for the duration of that term. This election must be made by a majority of the votes cast by the affected Governors. If the office of a Director becomes vacant one hundred eighty (180) days or less before the expiry of his term, a successor may similarly be chosen for the duration of that term still to run by a vote of the Governors who elected the former administrator; the election shall be by a majority of the votes cast by such Governors. During the vacancy of the post, the Deputy of the former Director exercises the powers of the latter, except the one to appoint a substitute.

Art. 27 Board of Directors: powers without prejudice to the powers that art. 24 of this agreement confers on the Board of Governors, the Board of Directors provides leadership of the General operations of the Bank; to this end, he has, in addition to the skills that expressly assigned to it by this agreement, all the powers delegated to him by the Board of Governors, and in particular: (i) prepare the work of the Board of Governors; (ii) according to the General guidelines of the Governing Council gives him, he develops the policies and makes decisions about loans guarantees, equity investments, loans, technical assistance and other operations of the Bank; (iii) it shall submit to the approval of the Board of Governors, at the annual meeting, the exercise after checking accounts; and (iv) approves the budget of the Bank.

Art. 28 Board of Directors: Procedure 1. The Board normally duties at the headquarters of the Bank and shall meet as often as the business of the Bank require.
2. the quorum for any meeting of the Board of Directors, is reached when a majority of the directors representing two thirds of the total number of votes attributed to members are present.
3. the Board of Governors adopts a regulation according to which a member who has no Director of its nationality may send a representative attend without the right to vote at any meeting of the Board of Directors at which is considered an issue that particularly concerns.

Art. 29 vote 1. The number of votes attributed to each Member must be equal to the number of shares subscribed in the share capital of the Bank. When a member has not paid a any part of the amount due in respect of the obligations for shares in liberate, defined in art. 6 of this agreement, that Member cannot, as long as this default, exercise the fraction of its voting rights, which corresponds to the ratio of the amount due and unpaid and the total amount of stocks to release subscribed by this member in the share capital of the Bank.
2. in voting in the Board of Governors, each Governor has the vote of the Member which he represents. Unless otherwise provided in this agreement, any questions that the Board of Governors is called to know are decided by a majority of the voting power of the members taking part in the vote.
3. for a vote by the Board of Directors, each Director has the number of votes attributed to Governors who elected him and voices which has any Governor he has entrusted his vote in accordance with the provisions of Section D of Appendix B. A Director representing more than one Member does not have to issue block vote of the members it represents. Unless otherwise provided in this agreement, and except in the case of the policy decisions that are taken by a majority of at least two thirds of the votes attributed to members taking part in the vote, questions which the Board of Directors is called to know are decided by a majority of the voting power of the members taking part in the vote.

Art. 30 president 1. The Board of Governors, by a vote by a majority of the total number of Governors, representing at least the majority of the total voting power to members, elects the president of the Bank. The president may exercise, for the duration of its mandate, the functions of Governor, Director or alternate for one or the other of these functions.
2. the mandate of the president is four (4) years. He may be re-elected. However, the president ceases to perform his duties on the Board of Governors decision taken by express decision of at least two-thirds of the Governors, representing at least two thirds of the total number of votes attributed to members. If the office of president becomes vacant for any reason whatsoever, the Board of Governors elects in accordance with the provisions of the by. 1 of this article, a new president for a term of up to four years.
3. the president shall not vote, except in the case of equality of voices, which may vote and his voice is so predominant. He may participate in the meetings of the Governing Council and shall preside at meetings of the Board of Directors.
4. the president is the legal representative of the Bank.
5. the president is the Chief of staff of the Bank. He is responsible for the Organization, appointment and dismissal of officials and agents under the regulations to be adopted by the Board of Directors. In appointing officials and officers of the Bank, president, while having to concern to provide the people with the highest standards of performance and technical competence, the Bank shall recruit staff on a wide geographical basis among the members of the Bank.
6. the Chair leads the current business of the Bank, under the direction of the Board of Directors.

Art. 31 Vice President (s) 1. The Board of Directors appoints one or several 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 functions of admini-stration of the Bank which they carry out. In case of absence or incapacity of the president, a Vice President exercises authority and performs the functions of the president.
2. a vice-president may participate in the meetings of the Board of Directors but does not take part in the vote at these meetings unless it replaces the president, which may vote and his voice is so predominant.

Art. 32 international character of the Bank 1. The Bank accepts funds special, or loans or assistance that could in any way compromise, distort, or alter its purpose or mission.
2. the Bank, its president, its vice-presidents, its officials and its agents are based in their decisions on considerations part of the object, the mission and operations of the Bank as defined in this agreement. These considerations are taken into account in an impartial manner so that the Bank can meet its purpose and mission.
3. in the performance of their duties, the president, the vice-presidents, officials and staff of the Bank have duties only toward the Bank, no other authority. All members of the Bank respect the international character of these duties and refrain from any action intended to influence one any of these people in the accomplishment of its tasks.

Art. 33 seat 1. The Bank is headquartered in London.
2. the Bank may open agencies or branches on the territory of its members.

Art. 34 Trustees and communication systems 1. Each Member designates its Central Bank or any other institution in accordance with the Bank as custodian with which it can keep all the assets she owns in the currency of that Member, as well as other assets.
2. each Member designates an appropriate official entity with which the Bank can get in touch about any matter under this agreement.

Art. 35 publication of reports and communication of information 1. The Bank publishes an annual report containing a state certified accounts and sent to its members, at intervals of three (3) months at the most, a brief summary of its financial situation and an its profit and loss statement showing the results of its operations. The financial accounts shall be kept in ecus.
2. the Bank publishes each year a report on the impact of its activities on the environment and may publish other reports if it deems it desirable to encourage the achievement of its purpose.
3. copies of all reports, statements and publications made pursuant to this section are sent to the members.


Art. 36 allocation and distribution of net income 1. The Governing Council determined at least annually the part of the Bank's net income, after deduction of funds to be paid to reserves or, if necessary, of any losses in application of the by. 1 of art. 17 of this agreement, is assigned to the surpluses to other jobs or, if they exist, distributed. Any decision on the allocation of the net income of the Bank for other jobs is taken by a majority of at least two-thirds of the Governors, representing at least two thirds of the total number of votes attributed to members. No distribution or assignment is made until the general reserve reaches 10 per cent at least of share capital authorized.
2. the distribution referred to in the previous paragraph are proportional number of released shares held by each Member; It is understood that, in the calculation of this number, only are taken into account payments received in cash and tickets to order received in respect of these shares at the end of the financial year concerned or before.
3. payments to each Member are carried out under the conditions determined by the Board of Governors. These payments and their use by the recipient country are no restrictions on the part of other members.

Chapter VII withdrawal and suspension of a member: temporary and permanent cessation of operations art. 37 right of withdrawal of members 1. Any Member may withdraw from the Bank at any time by a written notification to the Bank's headquarters.
2. the withdrawal takes effect and membership ceases 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 that its withdrawal becomes effective, go back on its decision to withdraw by sending a written notice to the Bank.

Art. 38 suspension of a member 1. If a member misses one of its obligations to the Bank, it can 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 attributed to members. Thus suspended member automatically loses as a member one year after the date of the suspension, unless the Governors decide the same majority to return as a member.
2. a member of suspension may not exercise any of the rights conferred by this agreement, except the right of withdrawal; It remains however subject to all the obligations of membership.

Art. 39 clearance of the accounts of former members of the Bank 1. After the date on which a member loses a member, it is still bound by its direct obligations and by its contingent liabilities to the Bank as long that there is still an outstanding loans and guarantees granted or equity participation carried out before he ceased to be a Member; However, the member ceases to be responsible for loans and guarantees and decision participation made and later made by the Bank, and to participate, either revenues or expenditures of the Bank.
2. when a member loses this quality, the Bank is a partial settlement of accounts with that Member, taking, in accordance with the provisions of this section, any measure to buy the shares of it. For this purpose, the price of these shares is constituted by their value recorded in the books of the Bank on the date at which the member ceases to Member, the initial price of purchase of each action constituting the maximum value.
3. the payment for shares repurchased by the Bank under this section is governed by the following conditions: (i) any amount due to the Member in respect of its shares is held by the Bank as long as this member, its Central Bank, any of its agencies or one of its emanations, remains indebted to the Bank as borrower or guarantor; This amount may, at the option of the Bank, be assigned to the liquidation of these commitments when they come due. No amount shall be deducted at the rate of commitments of the former member resulting from the subscription to the shares of the Bank according to the by. 4, 5 and 7 of art. 6 of this agreement. In any case, no amount due to a former member in respect of its shares will be paid before the expiry of a period of six (6) months from the date on which he ceases to be a member; (ii) the payment can be made by instalments, after delivery of the shares to the Bank by the former member and until the said former Member has received all of the redemption price as far as , according to the by. 2 of this section, the amount corresponding to the repurchase price exceeds him overall amount of debts arising from loans, equity investments and guarantees referred to in para. (i) of this subsection; (iii) payments are made to the conditions, fully convertible currencies or ECU, and on the dates set by the Bank; and (iv) If Bank suffers losses, because of outstanding guarantees, participations in loans, loans or existing at the date on which the Member has lost this quality or if a net loss is borne by the Bank on the capital investments it holds to that date, and the amount of such losses exceeds , at this date, the amount of the pool to do in the face of the date on which the Member has lost its quality, said former member is required to reimburse, on request, the amount to competition which the repurchase price of its shares would have been reduced if the losses when the redemption price had been considered. In addition, the former member remains subject to call for subscriptions that are not released, the title of the by. 4 of art. 6 of this agreement, to the extent where there have been required if the reduction of capital had occurred and the call made to the determination of the redemption price day.

4. If the Bank terminates its operations, in accordance with art. 41 of this agreement within six (6) months of the date on which a member loses this quality, all rights of the former member are determined in accordance with the provisions of articles 41 to 43 of this agreement.

Art. 40 temporary cessation of operations in an emergency, the Board of Directors may temporarily suspend the operations of new loans and new guarantees, guarantees issued-Zion, technical assistance and taken participation, until the Board of Governors has the opportunity to deliberate and decide.

Art. 41 permanent cessation of operations the Bank may end its operations by specific decision of two thirds of the number of Governors, representing at least three quarters of the total number of votes attributed to members. As soon as the final judgment of the operations, the Bank ceases all activities, except those that relate to achieve orderly, conservation and the preservation of its assets, as well as the settlement of its obligations.

Art. 42 liability of members and liquidation of claims 1. In the event of permanent cessation of the operations of the Bank, the responsibility of all members of their subscriptions not called to the capital stock of the Bank until all claims, including all conditional claims, are wound up.
2. all the creditors in respect of ordinary operations holding direct claims are paid in the first place on the assets of the Bank, secondly on the amounts owed to the Bank in respect of the shares to free not paid, and finally on the amounts owed to the Bank in respect of callable capital. Before making any payments to creditors holding direct claims, the Governing Council takes any provision it deems necessary to ensure that distributed in proportion between direct claims creditors and creditors of conditional claims.

Art. 43 distribution of assets 1. Under this chapter, any distribution of the assets is made for the benefit of members because of their subscriptions to the capital stock of the Bank before: (i) all obligations to the creditors have been liquidated or have been the subject of measures; and (ii) that the Board of Governors took the decision to make a distribution by a vote two-thirds at least of Governors representing at least three quarters of the total number of votes attributed to members.

2. any distribution of the assets between members is proportional to the share of capital stock held by each Member, and it is performed on the dates and in the conditions that the Bank is fair and equitable. The shares of assets distributed are not necessarily of the same category. No Member shall receive his share of the assets so distributed as long as it is not carried out all its obligations to the Bank.
3. any member receiving assets distributed pursuant to the provisions of this section is subrogated in all the rights which the Bank had on these assets before their distribution.

Chapter VIII status, immunities, privileges and exemptions art. 44 the purpose of this chapter


In order to achieve its purpose and perform the duties entrusted to him, the status, immunities, privileges and exemptions defined in this chapter are granted to the Bank on the territory of each member country.

Art. 45 status of the Bank. the Bank has the full legal personality and, in particular, the full legal capacity: (i) conclude contracts; (ii) to acquire and dispose of movable and immovable property; and (iii) to institute legal proceedings.

Art. 46 situation of the Bank in relation to legal proceedings it may be brought to legal action against the Bank that before a competent court in the territory of a country where it has an office, or has appointed an agent to receive any justice or summons, summons or has issued or guaranteed securities. However, no legal action cannot be brought against the Bank by members or by persons acting on behalf of those members, or holding of them claims. The property and assets of the Bank, wherever they are located and whatever is the holder, are exempt from any form of seizure or enforcement as long as a final judgment was not rendered against the Bank.

Art. 47 seizure of assets property and assets of the Bank, wherever they are and whatever is the holder, are exempt from search, requisition, confiscation, expropriation or any other form of seizure or control on the part of the Executive or legislature.

Art. 48 inviolability of the archives the archives of the Bank and, in General, all documents owned or held by it shall be inviolable.

Art. 49 exemptions to the assets to the extent necessary the Bank achieve its purpose and performs duties, and subject to the provisions of this agreement, all his property and other assets are exempt from restrictions, regulations, controls and moratoria of any nature.

Art. 50 privileges for communications each Member applied to the official communications of the Bank plan that it applied to the official communications of other members.

Art. 51 immunities of officials and employees all Governors, directors, alternates, officers and employees of the Bank and experts performing missions on behalf of this cannot be prosecuted for acts done by them in the exercise of official duties, except when the Bank lifts the immunity; and all their papers and official documents are inviolable. However, this immunity does not apply to actions for the implementation of the civil liability of a Governor, an administrator, a Deputy, an official, an employee or a bank expert, damage from a traffic accident caused by the latter.

Art. 52 privileges of officers and employees 1. Governors, directors, alternates, officers and employees of the Bank and experts of the Bank performing missions for his account: (i) when they are not nationals of the country where they exercise their functions, enjoy the same privileges related to the provisions limiting immigration, registration of foreigners and to military or national service obligations, and the same facilities regulatory changes that those who are granted by members to the representatives, officials and employees of similar rank of other members; and (ii) benefit from the point of view of the facilities for travel, the same treatment as that accorded by members to the representatives, officials and employees of similar rank of other members.

2. the spouses and dependants directors, alternate directors, officials, employees and experts of the Bank who are resident in the country where the Bank's headquarters, is established can a job in this country. Spouses and dependants directors, alternate directors, officials, employees and experts of the Bank who are resident in the country where there is established an agency or a branch of the Bank, may, to the extent possible and in accordance with the laws of the country, a job in this country. In order to implement the provisions of this paragraph, the Bank will negotiate specific agreements with the countries where is established the headquarters of the Bank and, as appropriate, with other countries.

Art. 53 tax immunities 1. As part of its official activities, the Bank, its assets, its property and income are exempt from all direct taxes.
2. when purchases or services of substantial value necessary for the exercise 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 sees them takes appropriate measures to grant exemption from such taxes or duties or to ensure the refund When they are identifiable.
3. goods imported by the Bank and necessary for the exercise of its official activities are exempt from all rights or taxes, prohibitions or restrictions on imports. Similarly, the goods exported by the Bank and necessary for the exercise of its official activities are exempt from all rights or taxes, prohibitions or export restrictions.
4. the acquired or imported property that are exempt under the provisions of this section may be sold, rented, loaned or transferred for consideration or free of charge, to the conditions laid down by the members having granted exemptions or reimbursements.
5. the provisions of this article shall not apply to taxes and duties that are the counterpart of public services.
6. the directors, alternate directors, officers and employees of the Bank are subject to an internal effective tax for the benefit of the Bank on salaries and emoluments paid by the Bank, according to establish conditions and rules to be fixed by the Board of Governors within a period of one year from the entry into force of this agreement. From the date on which the 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 exempt for the calculation of the amount of tax on the income from other sources.
7. Notwithstanding the provisions of paragraph 6 of this article, a member may, upon the deposit of its instrument of ratification, acceptance or approval, declare to reserve for itself, its political subdivisions or its local authorities, the right to tax salaries and emoluments paid by the Bank to its citizens or to its nationals. The Bank is exempt from any obligation to pay, to retain or to collect such taxes. The Bank does not refund for such taxes.
8. the by. 6 of this article shall not apply to pensions and annuities paid by the Bank.
9. no tax of any kind whatsoever is no perceived on the bonds or securities issued by the Bank or on dividends and interest, regardless of the holder of these securities: (i) if the tax is a measure of discrimination against such a value or obligation by reason only that it is issued by the Bank; or (ii) if such a tax has only legal basis for the place or the currency of issuance, the place or currency regulations planned or actual, or the location of an office or Bank operations center.

10. no tax is levied on a duty or value guaranteed by the Bank or on dividends and interest, regardless of the holder of these securities: (i) if the tax is a measure of discrimination against such a value or obligation by the mere fact that it is guaranteed by the Bank; or (ii) if such a tax has only legal basis for the location of an office or a bank operations center.

Art. 54 implementation of this chapter each Member shall, without delay, all necessary measures to implement the provisions of this chapter and shall inform the Bank of the detailed measures it has taken to this effect.

Art. 55 lifting of the immunities, privileges and exemptions the immunities, privileges and exemptions conferred by this chapter are granted in the interests of the Bank. The Board of Directors can up, to the extent and the conditions it sets, the immunities, privileges and exemptions conferred by the present chapter where, in his view, such a decision would promote the interests of the Bank. The president has the right and the duty to waive immunity, any exemptions or any privilege granted to an officer, employee or expert of the Bank, other than the President or a Vice President when, in its opinion, the immunity, privilege or exemption would impede the course of justice and can be lifted without adversely affecting the interests of the Bank. In similar circumstances and under the same conditions, the Board of Directors has the right and the duty to waive any immunity, privilege or any exemption granted to the president and each vice-president.

Chapter IX amendments, interpretation, arbitration art. 56 amendments


1. any proposal to amend this agreement, she emanates a member, a Governor or the Board of Directors, shall be communicated to the Chairman of the Board of Governors entering the Council. If the proposed amendment is approved by the Board, the Bank application by one of the fast communication to all members, any ways if they accept the proposed amendment. When three quarters at least of the members (including at least both central Europe and Eastern countries listed in annex has), having four-fifths at least of the total number of votes attributed to members have accepted the proposed amendment, the Bank approves the fact by 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 modifying: (a) the right to withdraw from the Bank; (b) rights to purchase shares in the share capital provided to the by. 3 of art. 5 of this agreement; (c) the limitation of liability of the members provided to the by. 7 of art. 5 of this agreement; and (d) the object and the missions of the Bank defined by art. 1 and 2 of this agreement;

(ii) acceptance by at least three quarters of the members holding at least eighty-five (85) percent of the total number of votes attributed to members is required for any amendment modifying the by. 4 of art. 8 of this agreement.

When the necessary conditions for the adoption of such amendments are met, the Bank shall act by a formal communication to all members.
3. the amendments come into force, for all members, three months after the date of the intended formal disclosure to the by. 1 and 2 of this article, unless otherwise provided by the Board of Governors.

Art. 57 interpretation and application 1. Any question relating to the interpretation or the application of the provisions of this agreement arising between a member and the Bank or members of the Bank, is subject to the Board of Directors for decision. If the issue particularly affects a member who is not represented by an administrator of his nationality, this member has the right to be directly represented at the meeting of the Board of Directors which examines this issue in such a case. His representative does however have no voting rights. This right of representation is being a regulation made by the Board of Governors.
2. in any case where the Board has made a decision in respect of paragraph 1 of this article, any Member may request that the matter be referred to the Board of Governors, whose decision is final. Until the Board of Governors ruled, the Bank may, to the extent where it deems necessary, Act on the basis of the decision of the Board of Directors.

Art. 58 arbitration all disagreement occurring after the adoption of the Bank's decision to permanently stop its operations, between it and a member who has lost his quality of Member, or between the latter and a member is subject to a tribunal of three (3) arbitrators, including one arbitrator appointed by the Bank, an arbitrator nominated by the Member or former member and a third arbitrator who unless the parties agree otherwise, is appointed by the President of the International Court of Justice or any other authority designated by a regulation adopted by the Board of Governors. The decisions of the tribunal of three arbitrators are final and binding on the parties; they are taken by a majority of the arbitrators. The third arbitrator has full power to settle all questions of procedure on which the parties would disagree.

Art. 59 tacit approval when the approval or acceptance of a member is necessary for the Bank to act, this approval or acceptance is, except in the cases referred to in art. 56 of this agreement, deemed given unless this member presents objections within a reasonable time that the Bank has the ability to fix in notifying the Member of the envisaged measure.

Chapter X provisions final art. 60 signature and filing 1. This agreement deposited with the Government of the French Republic (hereinafter referred to as the "custodian") will remain open for signature by all potential members listed in Appendix A of this agreement until December 31, 1990.
2. the depositary shall provide all the signatories of the certified copies of the present agreement.

Art. 61 ratification, acceptance or approval 1. This agreement is subject to ratification, acceptance or approval of the signatories. The instruments of ratification, acceptance or approval shall, subject to the provisions of the by. 2 of the present article, deposited with the depositary on 31 March 1991 at the latest. The depositary duly inform the other signatories of the deposit of each instrument and the date of such deposit.
2. any signatory may become a party to this agreement by depositing an instrument of ratification, acceptance or approval within a period of one year after the date of its entry into force or, if need be, until a later date decided by a majority of the Governors, representing the majority of the total number of votes attributed to members.
3. a signatory who filed one of the targeted instruments to the by. 1 of this section prior to the date of entry into force of this agreement became a member of the Bank on this date. Any signatory which complies with the provisions of the preceding paragraph becomes a member of the Bank on the date on which its instrument of ratification, acceptance or approval is deposited.

Art. 62 entry into force 1. This agreement comes into force when signatories whose initial subscriptions represent two-thirds at least of all subscriptions as they are laid down in the annex, and including at least both central Europe and Eastern countries listed in Annex A, deposited their instrument of ratification, acceptance or approval.
2. If, on March 31, 1991, this agreement is not entered into force, the depositary may meet interested potential members to decide what to adopt and set a new date limit of deposit of the instruments of ratification, approval or acceptance-tation.

Art. 63 inaugural meeting and commencement of operations 1. Upon entry into force of this agreement, in accordance with the provisions of 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 Board of Governors within sixty (60) days following the entry into force of this agreement or at a later date closest possible.
2. at its first meeting, the Board of Governors: (i) shall elect the president; (ii) elect the directors of the Bank in accordance with the provisions of art. 26 of this agreement; (iii) makes arrangements to determine the date that the Bank will begin its operations; and (iv) take any other necessary measures to prepare for the commencement of operations of the Bank.

3. the Bank shall notify the members of the date on which it will begin its operations.
Done at Paris, may 29, 1990, in a single original copy, of which the English, French, German and Russian language versions are equally authentic, and deposited in the archives of the depositary, who shall send certified copies conform to all potential members listed in Appendix A of this agreement.
Following initial signatures Annex A subscriptions to the authorized capital for potentielssusceptibles members to become members in accordance with the provisions of art. 61 number of shares subscription to the capital (in millions of Ecus) A - communities European a. Federal Republic of Germany 85 175 851,75 Belgium 22 800 228.00 Denmark 112 000 120.00 Spain 34 000 340,00 France 85 175 851,75 Greece 6 500 65.00 Ireland 3 000 30.00 Italy 85 175 851,75 Luxembourg 2 000 20.00 Netherlands 24 800 248,00 Portugal 4 200 42.00 United Kingdom 85 175 851,75 b. European Economic Community 30 000 300.00 300.00 B - other European countries 30 000 European Investment Bank

Austria 22 800 228.00 Cyprus 1 000 Finland 12 500 125.00 Iceland 1 000 10.00 10.00 Israel 6 500 65.00 Liechtenstein 200 2.00 Malta 100 1.00 Norway 12 500 125.00 Sweden 22 800 228.00 Switzerland 22 800 228.00 Turkey 11 500 115.00 C - country beneficiaries Bulgaria 7 900 79.00 German Democratic Republic 15 500 155,00 Hungary 7 900 79.00 Poland 12 800 128,00 Romania 4 800 48,00 Czechoslovakia 12 800 128,00 Union of Republics Socialists Soviet 60 000 600.00 Yugoslavia

12 800 128,00 D - countries outside Australia 10 000 Canada 34 000 100.00 340,00 Republic of Korea 6 500 65.00 Egypt 1 000 10.00 100 000 1 000,00 Japan 85 175 851,75 Morocco 1 000 United States 10.00 Mexico 3 000 30,00 New Zealand 1 000 10.00 E - unallocated shares 125 1.25 Total 1 000 000 10 000,00 potential members are classified in the above categories only for the purposes of this agreement. In the other provisions of this agreement, recipient countries appear under the names of countries in Central and Eastern Europe.

State on March 2, 2016 Annex B


Section A-Election of directors by Governors representative Federal Republic of Germany, the Belgium, the Denmark, the Spain, the France, the Greece, the Ireland, the Italy, the Luxembourg, the Netherlands, the Portugal, the United Kingdom, the Community European economic and the Bank European Investment Bank (hereinafter referred to as Section A governors) 1. The following provisions of this Section apply exclusively to this Section.
2. candidates for the office of Director are appointed by the Governors of Section A, given that a Governor may nominate only one person. The election of Directors is carried out by a vote of the Governors of the Section A. 3. Each of the Governors admitted to vote gives only one all the voices that accrue to the Member he represents in the title of the art. 29, by. 1 and 2 of this agreement.
4. subject to the application of the per. 10 of this Section, the 11 people who collect the largest number of votes are elected directors; However, a person having collected less than 4.5% of all votes likely to be expressed (recorded voice) the title of Section A cannot be deemed to be elected.
5. subject to the application of the per. 10 of this Section, if 11 persons are not elected in the first round, it is proceeded to a second round in which, unless there were no more than 11 candidates, the person who got the most number of votes in the first round can participate in the vote and only vote: has) governors who voted in the first round for a person not elected etb) Governors whose votes cast to an elected person are deemed, under the terms of by. 6 and 7 of this Section, bringing the number of votes collected by that person above 5,5% of the registered vote.

6. to determine if the votes cast by a Governor are deemed to have worn the total obtained by a person given to more than 5.5 percent of registered votes, 5.5% are deemed understand, first, the voice of the Governor who brought the largest number of votes in that person, then the voice of the Governor who brought the immediately lower number , and so on until the 5.5% are achieved.
7. any Governor whose voices need to be partially counted, bringing the total obtained by a person to more than 4.5% is deemed give all his votes for such person, even if the total votes obtained by thus exceeds 5.5 percent and can no longer participate in another election.
8. subject to the application of the per. 10 of this Section, if, after the second round, there is not yet 11 elected, is conducted according to the same principles and procedures defined in this Section, to for additional polls until 11 elected, provided that at any time after the election of 10 people, the eleventh may be elected by a majority of the remaining votes , by derogation from the provisions of the by. 4 9. In the case of an increase or a reduction in the number of Directors to be elected by Section A Governors, the minimum and maximum percentages defined in the by. 4, 5, 6 and 7 of this Section are adjusted accordingly by the Board of Governors.
10. as long as a signatory or group of signatories, with greater than 2.4%, the share of the total amount of the subscribed capital defined in Appendix A has not deposited its instrument of ratification, approval or acceptance, no Director is elected to represent such signatory or group of signatories. The Governor or governors representing such signatory or group of signatories shall elect a Director for each signatory or group of signatories, as soon as the signatory or group of signatories become Member. This Director is deemed have been elected by the Board of Governors at the inaugural meeting, in accordance with the by. 3 of art. 26 of this agreement, if he is elected for the period during which the first Board of directors duties.

Section B Election of directors by governors representing other countries Section B (i) Election of directors by governors representing the countries listed in annex in the category country of Central Europe and Eastern (recipient countries) (hereinafter referred to as section B (i) governors) 1. The following provisions of this Section apply exclusively to this Section.
2. candidates for the office of Director are appointed by the Governors of Section B (i), provided that a Governor may nominate only one person. The election of Directors shall be by a vote of Section B (i) Governors.
3. each of the Governors admitted to vote gives only one all the voices that accrue to the Member he represents in the title of the art. 29, by. 1 and 2 of this agreement.
4. subject to the application of the per. 10 of this Section, the 4 people who collect the largest number of votes are elected directors; However, a person having collected less than 12% of all votes likely to be expressed (recorded voice) to the title of Section B (i) cannot be deemed to be elected.
5. subject to the application of the per. 10 of this Section, if 4 people are not elected in the first round, it is proceeded to a second round in which, unless there were not more than 4 candidates, the person who got the most number of votes in the first round can participate in the vote and only vote: has) governors who voted in the first round for a person not elected etb) Governors whose voices given to an elected person are deemed, under the terms of by. 6 and 7 of this Section, bringing the number of votes collected by that person above 13% of the registered vote.

6. to determine if the votes cast by a Governor are deemed to have worn the total obtained by a person given to more than 13% of the registered vote, 13% are deemed understand, first, the voice of the Governor who brought the largest number of votes in that person, then the voice of the Governor who brought the immediately lower number , and so on until the 13% are achieved.
7. any Governor whose voices need to be partially counted, bringing the total obtained by a person to more than 12 percent is considered giving all voice to that person, even if the total votes obtained by it exceeds thus 13% and can no longer participate in another election.
8. subject to the application of the per. 10 of this Section, if, after the second round, there is not yet 4 elected, is conducted according to the same principles and procedures defined in this Section, to for additional polls until 4 elected, provided that at any time after the election of 3 people, the fourth may be elected by a majority of the remaining votes, and without taking account of the provisions of the by. 4 9. In the case of an increase or a reduction in the number of Directors to be elected by Section B (i) Governors, the minimum and maximum percentages defined in the by. 4, 5, 6 and 7 of this Section are adjusted accordingly by the Board of Governors.
10. as long as a signatory or group of signatories, with greater than 2.8%, the share of the total amount of the subscribed capital defined in Appendix A has not deposited its instrument of ratification, approval or acceptance, no Director is elected to represent such signatory or group of signatories. The Governor or governors representing such signatory or group of signatories shall elect a Director for each signatory or group of signatories, as soon as the signatory or group of signatories become Member. This Director is deemed have been elected by the Board of Governors at the inaugural meeting, in accordance with the by. 3 of art. 26 of this agreement, if he is elected for the period during which the first Board of directors duties.

Section B (ii) Election of directors by Governors representative countries listed in Annex A in the category other European countries (hereinafter referred to as section B (ii) governors) 1. The following provisions of this Section apply exclusively to this Section.
2. candidates for the Board are nominated by Section B (ii) Governors, provided that a Governor may nominate only one person. The election of Directors shall be by a vote of Section B (ii) Governors.
3. each of the Governors admitted to vote granted to one person all the voices that accrue to the Member he represents in the title of article 29, paragraphs 1 and 2 of this agreement.
4. subject to the application of the per. 10 of this Section, the 4 people who collect the largest number of votes are elected directors; However, a person having collected less than 20.5% of all votes likely to be expressed (recorded voice) to the title of Section B (ii) cannot be deemed to be elected.
5. subject to the application of the per. 10 of this Section, if 4 people are not elected in the first round, it is proceeded to a second round in which, unless there was more than 4 candidates, the person who got the most number of votes in the first round may participate in the vote and only vote:

(a) the Governors who voted in the first round for a person not elected etb) Governors whose voices given to a person elected are deemed under the terms of by. 6 and 7 of this Section, bringing the number of votes collected by that person above 21,5% of the registered vote.

6. to determine if the votes cast by a Governor are deemed to have worn the total obtained by a person given to more than 21.5 percent of registered votes, the 21,5% are deemed understand, first, the voice of the Governor who brought the largest number of votes in that person, then the voice of the Governor who brought the immediately lower number , and so on until the 21.5% are achieved.
7. any Governor whose voices need to be partially counted, bringing the total obtained by a person to more than 20,5% shall give all voices to that person, even if the total votes obtained by it exceeds thus 21.5% and can no longer participate in another election.
8. subject to the application of the per. 10 of this Section, if, after the second round, there is not yet 4 elected, is conducted according to the same principles and procedures defined in this Section, to for additional polls until 4 elected, provided that at any time after the election of 3 people, the fourth may be elected by a majority of the remaining votes , by derogation from the provisions of paragraph 4.
9. in the case of an increase or a reduction in the number of Directors to be elected by Section B (ii) Governors, the minimum and maximum percentages defined in the by. 4, 5, 6 and 7 of this Section are adjusted accordingly by the Board of Governors.
10. as long as a signatory or group of signatories, with greater than 2.8%, the share of the total amount of the subscribed capital defined in Appendix A has not deposited its instrument of ratification, approval or acceptance, no Director is elected to represent such signatory or group of signatories. The Governor or governors representing such signatory or group of signatories shall elect a Director for each signatory or group of signatories, as soon as the signatory or group of signatories become Member. This Director is deemed have been elected by the Board of Governors at the inaugural meeting, in accordance with the by. 3 of art. 26 of this agreement, if he is elected for the period during which the first Board of directors duties.

Section B (iii) Election of directors by governors representing countries listed in Annex A in the category of non-European countries (hereinafter referred to as section B (iii) governors) 1. The following provisions of this Section apply exclusively to this Section.
2. candidates for the Board are nominated by Section B (iii) Governors, provided that a Governor may nominate only one person. The election of Directors shall be by a vote of Section B (iii) Governors.
3. each of the Governors admitted to vote gives only one all the voices that accrue to the Member he represents in the title of the art. 29, by. 1 and 2 of this agreement.
4. subject to the application of the per. 10 of this Section, the 4 people who collect the largest number of votes are elected directors; However, a person having collected less than 8% of all votes likely to be expressed (recorded voice) to the title of Section B (iii) cannot be deemed to be elected.
5. subject to the application of the per. 10 of this Section, if 4 people are not elected in the first round, it is proceeded to a second round in which, unless there was more than 4 candidates, the person who got the most number of votes in the first round may participate in the vote and only vote: has) governors who voted in the first round for a person not elected etb) Governors whose voices given to an elected person are deemed, under the terms of by. 6 and 7 of this Section, bringing the number of votes collected by that person above 9% of the registered vote.

6. to determine if the votes cast by a Governor are deemed to have worn the total obtained by a person given to more than 9% of the registered votes, 9% are deemed understand, first, the voice of the Governor who brought the largest number of votes in that person, then the voice of the Governor who brought the immediately lower number , and so on until the 9% are achieved.
7. any Governor whose voices need to be partially counted, bringing the total obtained by a person to more than 8% is considered giving all voice to that person, even if the total of the votes obtained by the more so than 9% and can no longer participate in another election.
8. subject to the application of the per. 10 of this Section, if, after the second round, there is not yet 4 elected, is conducted according to the same principles and procedures defined in this Section, to for additional polls until 4 elected, provided that at any time after the election of 3 people, the fourth may be elected by a majority of the remaining votes , by derogation from the provisions of the by. 4 9. In the case of an increase or a reduction in the number of Directors to be elected by Section B (iii) Governors, the minimum and maximum percentages defined in the by. 4, 5, 6 and 7 of this Section are adjusted accordingly by the Board of Governors.
10. as long as a signatory or group of signatories, which the share of the total amount of the subscribed capital defined in Annex A is more than 5%, has not deposited its instrument of ratification, approval or acceptance, no Director is elected to represent such signatory or group of signatories. The Governor or governors representing such signatory or group of signatories shall elect a Director for each signatory or group of signatories, as soon as the signatory or group of signatories become Member. This Director is deemed have been elected by the Board of Governors at the inaugural meeting, in accordance with the by. 3 of art. 26 of this agreement, if he is elected for the period during which the first Board of directors duties.

Section C Procedures for the election of Directors representing countries not listed in the Annex A if the Board of Governors decides, in accordance with the by. 3 of art. 26 of this agreement, to increase or reduce the number of Directors, or to change the composition of the Board of Directors, in order to take into account changes in the number of members of the Bank, the Board of Governors shall first consider whether it is necessary to amend this annex, and if so, it may proceed with the amendments it considers necessary in the context of the decision.

Section D proxy voting any Governor who does not participate in the vote at the election of a Director or that the vote does not contribute to such election, in accordance with sections A, B (i), B (ii) or B (iii) of this annex, may entrust the voice it has an elected administrator, provided that this Governor has previously obtained the agreement of all the Governors who chose this administrator for such power of attorney.
A decision made by a Governor who does not participate in the vote in the election of a Director, doesn't affect anything registered vote calculation carried out in accordance with sections A, B (i), B (ii), or B (iii) of this annex.
To the president of the conference establishing the European Bank for Reconstruction and Development Mr. President, as you know, the initiative of the french President, Mr Mitterrand - establishing the European Bank for Reconstruction and development in order to promote the transition of the economies of the countries of Central and Eastern Europe towards a market economy-, was received with understanding and supported by the Soviet authorities. The Soviet delegation participated in all sessions of negotiations for the preparation of the statutory documents of the Bank. As a result, the founding countries achieved significant progress in the development of the Act establishing the European Bank for Reconstruction and development.
At the same time, difficulties have emerged and are, to a large extent, fears of a number of countries to see the Soviet Union - because of the size of its economy-, become the main beneficiary of the Bank's lending. If that were the case, these opportunities to extend aid to the countries of Central and Eastern Europe would be reduced.
In this respect, I would like to assure you, Mr. President, intend to the Soviet Union to become a full-fledged member results primarily from its desire to establish a new institution for multilateral cooperation to make historic reforms on the European continent.

I would like to inform you that my Government is ready to limit his access to the resources of the Bank, according to the by. 4 of art. 8 of the Constitution of the Bank, for a period of three years from the date of entry into force of the agreement establishing the Bank.
The Soviet Union meant that, during this period, the Bank should provide technical assistance or any other type of assistance to finance its private sector, to facilitate the passage of companies in the sector of State ownership and private control and to help enterprises operating competitively and preparing to operate according to the rules of the market economy, and this in the target proportion to the by. 3 of art. 11 of the agreement. The total amount of any assistance thus provided by the Bank may not exceed the total amount of cash disbursed and promissory issued by the Soviet Union in respect of its actions.
I am convinced that the continuation of the economic reforms in the Soviet Union will not fail to promote the expansion of the activities of the Bank on the territory of the Soviet Union. However, the Soviet Union, wishing to preserve the multilateral character of the Bank, will choose at any time to proceed to loans whose him amount would prevent the maintenance of the necessary diversity of operations of the Bank or beyond prudent limits of its outstanding.
I pray you to believe, Mr President, the assurance of my highest consideration.

Head of the Soviet delegation Chair of the Board of Directors State March 2, 2016 scope on 2 March 2016 States parties Ratification entry into force Germany 13 February 1991 28 March 1991 Australia March 27, 1991 March 28, 1991 Austria 23 January 1991 March 28, 1991 European Investment Bank (EIB) November 22, 1990 28 March 1991 Belgium 11 April 1991 11 April 1991 Bulgaria November 2, 1990 March 28, 1991 Canada 25 February 1991 28 March 1991 Cyprus 3 December 1990 March 28, 1991 (South) Korea January 14, 1991 28 March 1991 Denmark March 21, 1991 March 28, 1991 Egypt April 12, 1991 April 12, 1991 Spain 26 March 1991 28 March 1991 United States March 28, 1991 March 28, 1991 Finland 28 January 1991 28 March 1991 France July 26, 1990 28 March 1991 Greece 29 March 1991 29 March 1991 Hungary December 5, 1990 28 March 1991 Ireland 26 March 1991 28 March 1991 Iceland February 6, 1991

28 March 1991 Israel March 22, 1991 28 March 1991 Italy March 19, 1991 March 28, 1991 Japan April 2, 1991 2 April 1991 Jordan December 29, 2011 November 1, 2013 Liechtenstein January 29, 1991 28 March 1991 Luxembourg 15 March 1991 28 March 1991 Malta February 6, 1991 28 March 1991 Morocco March 28, 1991 November 1, 2013 Mexico 21 February 1991 28 March 1991 Mongolia 9 October 2000 October 14, 2006 Norway March 12, 1991 March 28, 1991

Netherlands 25 March 1991 28 March 1991 Curaçao October 10, 2010 10 October 2010 part Caribbean (Bonaire, Sint Eustatius and Saba) October 10, 2010 10 October 2010 Sint Maarten October 10, 2010 10 October 2010 Poland March 21, 1991 March 28, 1991 Portugal 6 April 1991 6 April 1991 Czech Republic * April 14, 1993 1 January 1993 Romania December 7, 1990 28 March 1991 United Kingdom 10 August 1990 28 March 1991 Russia 29 March 1991 Serbia 29 March 29, 1991 March 1991 29 March 1991 Sweden 17 January 1991 March 28, 1991 Switzerland 29 March 1991 29 March 1991 Tunisia December 29, 2011 November 1, 2013 Turkey March 29, 1991 March 29, 1991 European Union November 25, 1990 28 March 1991 * reservations and declarations.
Reservations and declarations, with the exception of Switzerland, are not published to the RO. Texts in German, french and Italian can be obtained at the Direction of public international law (FDFA), the international treaties Section, 3003 Bern.

Statements Switzerland in accordance with art. 53, by. 7, of the agreement, the Switzerland reserves the right to tax salaries and emoluments paid by the Bank to its nationals who reside permanently on its territory.

1991 1525 RO; FF 1990 III 741 1991 1524 1991 1525, 2006 3361, 2016 991 RO RO. A version of the update scope is published on the web site of the FDFA (www.dfae.admin.ch/traites).

State on March 2, 2016

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